1C-Issue RDA Tax Increment Revenue BondsAUTHORIZING THE ISSUANCE OF NOT MORE THAN $43O,OOO,OOO IN AGGREGATE PRINCIPAL AMOUNT OF MIAMI
BEACH REDEVELOPMENT AGENCY TAX TNCREMENT REVENUE BONDS (C!TY CENTER/H|STORTC GONVENTTON
VTLLAGE) (THE "SER|ES 2015 BONDS"), FOR THE PURPOSE OF REFUNDTNG THE AGENCY'S OUTSTANDTNG PR|OR
BONDS AND FINANCING CERTAIN PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF AoDITIONAL BONDS
ON A PARIry THEREWITH; PROVIDING FOR THE SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015 BONDS; DELEGATING CERTAIN MATTERS lN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE DIRECTOR OF THE AGENCY,
INCLUDING WHETHER TO SECURE A CREDIT FACILIry AND/OR A RESERVE ACCOUNT INSURANCE POLICY, WITHIN
THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT, REGISTRAR,
ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL
STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING EXECUTION OF THE FINAL OFF]CIAL STATEMENT FOR
THE SERIES 2015 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2015 BONDS AND APPROVING THE
FORM AND AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2015 BONDS;
APPROVING THE FORMS AND AUTHOR]ZING EXECUTION OF ESCROW DEPOSIT AGREEMENTS FOR THE
OUTSTANDING PRIOR BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE lN CONNECTION wlTH THE
SERIES 2015 BONDS AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF A CONTINUING DISCLOSURE
AGREEMENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS lN
CONNECTION wlTH THE ISSUANCE OF THE SERIES 2015 BONDST AND PROVIDING FOR AN EFFECTIVE DATE.
REDEVELOPMENT AGENCY ITEM SUMMARY
Condensed Title:FIRST READING / PUBLIC HEARING
lntended Outcome
Item Summary/Recommendation: FIRST READING PUBLIC HEARING
The RDA Bonds will be issued in a par amount of approximately $359 million based on current market conditions to
produce project proceeds of approximately $309 million which will include the $36 million of ancillary projects as well
as a funded debt service reserve. The RDA bonds will provide proceeds for the renovation of the Convention
Center and creation of the park but will also provide for other RDA projects in the City's adopted Construction
lmprovement Plan.
These projects are the following:. $3.75 million programmed for the second half of the funding for the Bass Museum lnterior Expansion
Project;. $12 million programmed for the improvements to 1 7th Street and Connectors to Lincoln Road; and. $20 million programmed for Lincoln Road lmprovements from Washington Avenue to Lenox Avenue, which
will be based on the Lincoln Road Master Plan currently underway.
ln addition to the Convention Center Project and the additional RDA projects, all of the outstanding RDA bonds will
be refinanced. Currently, outstanding bonds total $54,990,000 ($10 million for the Series 1998A, $27,81 5,000 for
the Series 2005A, and $1 7,1 75,000 for the Series 20058). The 1998A, 2005A & 20058 bonds are currently
projected to have a combined net present value refinancing savings of $3,268,002.
The security for the repayment of these amounts will be the Tax lncrement Funds of the RDA.
Advisory Board Recommendation :
Financial Information :
. lmprove alliance with key business sectors, namely hospitality, arts, and international business with a
focus on enhanced culture, entertainment, and tourismo Maximize the Miami Beach brand as a world-class destination
Supporting Data (Surveys, Environmental Scan, etc.):
. Environmental Scan - Convention Center Attendance: 54% increase since 2004
o Communitv Survev - Averaqe resident attends events at the Convention Center twice oer vear
@.rrFunds:v6-epl
Amount Account Approved
To be appropriated from the TIF Revenues
and the RDA bond proceeds.
Total
John Woodruff, lnterim Chief Financial Officer
RDA Bonds 2015 Summary Memo.docx
aU
AGENDA ITEMMIAMIBEACHDATE1065
g MIAMI BEACH
City of Miomi Beoch, ,l700 Convention Center Drive, Miomi Beoch, Florido 33,l39, www.miomibeochfl.gov
MIAMI BEACH REDEVELOPMENT AGENCY
REDEVELOPMENT A
Chairperson and Members of the Miami
ENCY MORANDUM
Agencll_
Jimmy L. Morales, Executive Directof
September 30, 2015
SUBJECT: A RESOLUTION OF THE CHAI AND MEMBERS OF THE
MIAMI BEACH REDEV AGENCY AUTHORIZING THE
ISSUANCE OF NOT MORE THAN $43O,OOO,OOO IN AGGREGATE
PRINCIPAL AMOUNT OF MIAMI BEACH REDEVELOPMENT AGENCY
TAX TNCREMENT REVENUE BONDS (CITY CENTER/HISTORIC
coNVENTtON VTLLAGE) (THE "SERIES 2015 BONDS"), FOR THE
PURPOSE OF REFUNDING THE AGENCY'S OUTSTANDING PRIOR
BONDS AND FINANCING CERTAIN PUBLIC IMPROVEMENTS;
PROVIDING FOR THE ISSUANCE OF ADDITIONAL BONDS ON A
PARITY THEREWITH; PROVIDING FOR THE SECURIW AND
PAYMENT OF ALL BONDS ISSUED PURSUANT TO THIS
RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES 2015
BONDS; DELEGATING CERTAIN MATTERS lN CONNECTION WITH
THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE
DIRECTOR OF THE AGENCY, INCLUDING WHETHER TO SECURE A
CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE
POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED
HEREIN; APPOINTING UNDERWRITERS, PAYING AGENT,
REGISTRAR, ESCROW AGENT AND DISCLOSURE DISSEMINATION
AGENT; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL
STATEMENT FOR THE SERIES 2015 BONDS AND AUTHORIZING
EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR THE SERIES
2015 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE
SERIES 2015 BONDS AND APPROVING THE FORM AND
AUTHORIZING EXECUTION OF THE BOND PURCHASE AGREEMENT
FOR THE SERIES 2015 BONDS; APPROVING THE FORMS AND
AUTHORIZING EXECUTION OF ESCROW DEPOSIT AGREEMENTS
FOR THE OUTSTANDING PRIOR BONDS; COVENANTING TO
PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2015 BONDS AND APPROVING THE FORM AND
AUTHORIZING EXECUTION OF A CONTINUING DISCLOSURE
TO:
FROM:
DATE:
READING
PUBLIC HEARING
1066
Commission Memorandum
Convention Center Bonds
September 30, 2015
Page2 of 7
AGREEMENT; AUTHORIZTNG OFFICERS AND EMPLOYEES OF THE
AGENCY TO TAKE ALL NECESSARY ACTIONS IN GONNECTION
WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
BACKGROUND
Spanning four city blocks and located in the heart of South Beach, the Miami Beach Convention
Center (MBCC) currently accommodates meetings, conventions, tradeshows and consumer
shows. The Convention Center originally opened in 1957 and received a major expansion and
facelift in 1989, doubling it in size. Currently the MBCC boasts over 1,000,000 square feet of
flexible space, including over 500,000 square feet of exhibit space, and over 100,000 square
feet of versatile pre-function area space and 70 meeting rooms comprised of 127,000 square
feet.
The expansion and renovation of the Miami Beach Convention Center project will transform the
building to "Class A" standards which shall include Silver LEED certification upgrades and
enhanCed technology. The design modifications will include the re-orientation of the exhibit
halls, fagade upgrades, site improvements along the canal, and along all roadways, the addition
of a grand ballroom, junior ballrooms and meeting rooms, and two levels of rooftop parking.
The interior renovation work focuses on the redistributed division of the four main exhibition hall
spaces, and the additional programming of more flexible arrangements of private meeting
rooms and additional indoor/outdoor versatile exhibition spaces. Currently, the four main exhibit
halls are divided into quadrants-two accessible solely from Washington Avenue (Halls A and
B) and the other two solely accessed from Convention Center Drive (Halls C and D). The new
Convention Center re-orients the halls in an EastMest direction with the primary access from
Convention Center Drive leading into a new grand, open double height entry lobby. Washington
Avenue will serve as a secondary means of pedestrian entry.
The project will also include substantial improvements to the north of the property. The new
addition at the northern portion of the property features an enclosed ground floor parking area
and truck loading and delivery area. Above this, a 60,000 square foot grand ballroom is
proposed offering vistas of the beautified 21't Street Park that will span along Collins Canal and
feature the to-be-restored Historic Carl Fisher Clubhouse. This addition will create a new
internalized loading area and will include two helix ramping entrance accesses to the roof level
parking.
The Washington Avenue elevation will become predominately pedestrian in nature with the
elimination of the visitor drop-otf and cab cueing areas. The streetscape modifications will
include a green edge along the avenue with native shade trees to promote a more pedestrian
friendly experience. Convention Center Drive will in turn become the main access point for
vehicular access and for the visitors' drop-off area. Modifications will include a new median
along Convention Center Drive and 19th Street creating a more sophisticated streetscape and a
more celebrated boulevard experience. The Canal walk will be substantially improved and will
create a softer northern edge to the MBCC.
1067
Commission Memorandum
Convention Center Bonds
September 30, 2015
Page 3 of 7
The project also includes the demolition of the existing Recreation Center along Washington
Avenue and the creation of a neighborhood park. Another architectural feature of the project is
the proposed rooftop indoor and outdoor meeting space located in the southwestern corner of
the roof. This will offer the patrons expansive views out onto the new Civic Park proposed to
replace the surface parking lot.
ln association with the renovations to the Miami Beach Convention Center, a new urban park,
dining pavilion and Veterans Plaza is being created to replace a surface parking lot that
currently contains spaces for approximately 800 vehicles. Convention Center Park has been
envisioned as a neighborhood park. The park includes a series of six clustered 'shaded edges'
that will line the perimeter of the 6-acre park and surround an internal great flexible lawn.
ANALYSIS
ln November 2007, the Mayor and City Commission approved Ordinance 2007-3582 which
amended the procedures that the City followed in connection with the approval of a bond issue
and added the following Section to Chapter 2 of the Miami Beach City Code, entitled
"Administration"; Article V entitled "Finance"; Sec. 2-278, entitled "Procedures governing the
issuance of bonds.
Sec. 2-278. Procedures governing the issuance of bonds.
(a) Prior to the adoption by the city commission of the final resolution approving the
issuance of any bonds by the city, the following requiremenfs sha// be complied with:
(1) ln order for the city commission and the public to be fully informed on all matters
relating to the proposed issuance of bonds, the city manager shall prepare, or cause
to be prepared, a fiscal analysis of the economic impact of the proposed bond
issuance using the following criteria:
a) The estimated cost of the project or projects on account of which such bonds are
fo De issued;
b) The estimated annual revenues, if any, to be generated by such project or
projects; and
c) The estimated annual cost of maintaining, repairing and operating such project or
projects.
(2) Upon completion of the fiscal analysis in subsection (a)(1), the proposed issuance of
bonds shall be first considered and reviewed by the city's finance and citywide
projects committee.
(3) The city commission shall hold two public hearings, each advertised nof /ess than 15
days prior to the hearing, in order to obtain citizen input into the proposed bond
l'ssuance.
At the August 28, 2015, meeting of the Finance and Citywide Projects Committee, the
Committee voted to recommend approval of the issuance of the Series 2015 Bonds to finance
the construction of the Convention Center project in accordance with Sec. 2-278(aX2).
lf approved by you today, in accordance with Sec.2-278(aX3), a second public hearing will be
held for this proposed bond issue on October 14, 2015, and will be advertised at least fifteen
(15) days prior to the public hearing date.
1068
Commission Memorandum
Convention Center Bonds
September 30, 2015
Page 4 ot 7
FINANCING PLAN
The City is planning to issue three different series of bonds for the financing of the Convention
Center project in addition to the $55 million of the Miami-Dade County General Obligation
Bonds funding provided by the County. One of these series is the Miami Beach Redevelopment
Agency Tax lncrement Revenue Bonds, Series 2015. Below is a summary of the sources and
uses of the different types of funding sources for this project.
Convention Center Funding Plan
Sources of Funds
Addional RDA Projects 36,000,000
Total RDA Bonds with Additional Projects -3d6"6-62657
County GO
1% ResortTax Bonds
Parking Bonds
RDA Bonds
Total Convention Center Projects
Total Fundlng Sources
Uses of Funds
Convention Center
Convention Center Parking
Total Convention Center Cost
Additional RDA Projects
Total Funding Uses
Based on 8/1215 budget.
$54,400,000
204,500,000
64,811,756
272,667,631
596,379,387
$632,379,387
$531,567,631
64,811,756
596,379,387
RDA Bonds
The RDA Bonds will be issued in a par amount of approximately $359 million based on current
market conditions to produce project proceeds of approximately $309 million which will include
the $36 million of ancillary projects as well as a funded debt service reserve. The RDA bonds
will provide proceeds for the renovation of the Convention Center and creation of the park but
will also provide for other RDA projects in the City's adopted Construction lmprovement Plan.
These projects are the following:. $3.75 million programmed for the second half of the funding for the Bass Museum
lnterior Expansion Project;. $12 million programmed forthe improvements to 17th Street and Connectors to Lincoln
Road; and. $20 million programmed for Lincoln Road lmprovements from Washington Avenue to
Lenox Avenue, which will be based on the Lincoln Road Master Plan currently
underway.
1069
Commission Memorandum
Convention Center Bonds
September 30, 2015
Page 5 of 7
The City intends to develop a six-acre surface parking lot at the front door of the Convention
Center into a park amenity for both convention center users and local residents. Following the
trend of convention centers in Boston, Houston, Chicago, Washington DC, Orlando and Atlanta,
the City plans to develop the park as an extension of the convention center into the
outdoors. The park area is planned to be used for convention opening night gatherings and
local social events, as well as a place for local residents to enjoy.
The park at the convention center is envisioned to include an open lawn, shaded areas,
meandering paths, and plaza spaces. The park is also planned to include a Veterans Plaza
and a restaurant pavilion in the theme of Tavern on the Green in New York City or The Grove in
Houston's Discovery Green Park. The park will have the necessary underground utilities to
accommodate the needs of virtually any type of event. Construction costs for the park are
estimated to be approximately $14 million and are included in the costs above.
ln addition to the Convention Center Project and the additional RDA projects, all of the
outstanding RDA bonds will be refinanced. Currently, outstanding bonds total $54,990,000 ($10
million for the Series 1998A, $27,815,000 for the Series 2005A, and $17,175,000 for the Series
20058). The 1998A, 2005A & 20058 bonds are currently projected to have a combined net
present value refinancing savings of $3,268,002. (Exhibit A)
The County and the City have negotiated and agreed to establish that from FY 2014-15 through
FY 2021-22, any operating RDA funding not used for debt service and operating expenses will
go into a fund to be used for shortfalls and eventually prepayment of debt. The County and the
City have also agreed that from FY 2022-23 until FY 2043-44, the County will receive a refund
of City Center (RDA) operating expenses based on its pro rata share of revenues contributed to
the Trust Fund, and that any remaining funding will be used to extinguish debt early. Please
see attached Exhibit B City Center CRA Revenue Projection and Funds Flow Schedule and
preliminary RDA bond analysis Exhibit A.
Proiect Fiscal Analvsis
The total cost of the Convention Center project is estimated to be $596.4 million, and will take
approximately 30 months to complete.
!n accordance with the provisions of Section 2-278 Procedures governing the issuance of
bonds, the Administration prepared the required fiscal analysis which included the following
breakdown of the proposed Convention Center Bond issue.
ln response to Sec. 2-278 (a)1(a): the estimafed cosf of the project on account of which such
bonds are to be lssued. The total Convention Center project is estimated to cost $596.4 million.
(Exhibit E)
ln response to Sec. 2-278 (a)1(b): the estimated revenues to be generated by the projects.o The projected revenue to be received by the RDA in Tax lncrement Revenues will be
$40 million in FY2016 up to $54 million in FY 2023. (Exhibit B). Upon the completion of the project, the projected gross event revenues in the first five
years of operation will be approximately $104 million which will include revenue
1070
Commission Memorandum
Convention Center Bonds
September 30, 2015
Page 6 of 7
generated from trade shows, conventions, consumer shows, banquets, meetings and
special events. However, the Convention Center is expecting to generate an average
net operating loss for the first five year after the renovation of approximately $3 8 million
per year. (Exhibit F)
Additionally we have provided a schedule of estimated revenue coverage of Debt Service for
Convention Center Pro.lect financing. (Exhibit J)
!n response to Sec. 2-278 (a)1(c): the estimated annual cosf of maintaining, repairing and
operating such projects.o The County and the City have agreed that the RDA will provide for an ongoing adequate
operating and maintenance subsidy for the Convention Center, in addition to the existing
$4.5 million per year and annual year-end revenue sharing that the City currently
receives from Convention Development Taxes through 2048. The Third Amendment to
the Convention Development Tax (CDT) lnterlocalAgreement will allow for an additional
annual operating and maintenance subsidy starting at $1 million in 2017 and increasing
each year by $750,000 until it equals $4 million by 2021 and remain at $4 million until
2025, or a total of $8.5 million. lt will then escalate at 4 percent or Consumer Price
lndex (CPl) annually (whichever is less) starting in 2026 over the life of the Convention
Center, funded either through RDA funds or through Convention Development Taxes,
depending on the availability of the latter. That funding will remain in place until 2048.
(Exhibit B & l)
The Commission may approve by resolution other improvements as part of the Series 2015
Project in addition to and/or in lieu of one or more of the above improvements.
The security for the repayment of these amounts will be the Tax lncrement Funds of the RDA.
Because of the character of this Series 2015 Bonds, the current favorable market conditions,
the uncertainty inherent in a competitive bidding process and the recommendations of the
Financial Advisor, it is in the best interest of the RDA to authorize the negotiated sale of this
Series 2015 Bonds.
Debt Compliance
The attached Resolution delegates to the Executive Director, relying upon the recommendation
of the Chief Financial Officer and RBC Capital Markets (the City's and RDA's Financial Advisor),
the determination of various terms of this Series 2015 Bonds, including whetherto secure one
or more Credit Facilities and/or Reserve Account lnsurance Policies with respect to this Series
2015 Bonds, the final award of this Series 2015 Bonds, and certain other actions in connection
with the issuance of the Series 2015 Bonds and the refunding of the Outstanding Prior Bonds,
all as provided and subject to the limitations contained herein.
The Chief Financial Officer is further authorized to establish procedures in order to ensure
compliance by the RDA with this Series 2015 Continuing Disclosure Agreement, including the
timely provision of information and notices. Prior to making any filing in accordance with such
agreement, the Chief Financial Officer may consult with, as appropriate, the City Attorney or
1071
Commission Memorandum
Convention Center Bonds
September 30, 2015
PageT of 7
Bond Counsel. The Chief Financial Officer, acting in the name and on behalf of the RDA, shall
be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in
determining whether a filing should be made.
ln order to describe and specify the terms of the RDA's continuing disclosure agreement, the
Chief Financial Officer is hereby authorized and directed to enter into and deliver, in the name
and on behalf of the RDA, a Disclosure Dissemination Agent Agreement (the "Series 2015
Continuing Disclosure Agreements"), with Digital Assurance Certification, L.L.C. ('DAC"), which
is hereby appointed as disclosure dissemination agent with respect to this Series 2015 Bonds,
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 determined and approved by the Chief Financial Officer, after
consultation with the City Attorney. The execution of this Series 2015 Continuing Disclosure
Agreement, for and on behalf of the RDA by the Chief Financial Officer, shall be deemed
conclusive evidence of the RDA's approval of the Series 2015 Continuing Disclosure
Agreement.
U.S. Bank National Association is hereby appointed as Bond Registrar for this Series 2015
Bonds.
The officers, agents and employees of the RDA, the Bond Registrar and DAC are hereby
authorized and directed to do all acts and things and execute and deliver all documents,
agreements and certificates required of them by the provisions of this Series 2015 Bonds, the
Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015 Continuing
Disclosure Agreement and this Series Resolution, for the full, punctual and complete
performance of all the terms, covenants, provisions and agreements of this Series 20't5 Bonds,
the Bond Resolution, the Series 2015 Bond Purchase Agreement, the Series 2015 Continuing
Disclosure Agreement and this Series Resolution.
Conclusion
The Administration recommends that the Chairperson and Member of the Miami Beach
Redevelopment Agency approve the resolution on first reading and schedule a second reading
public hearing on October 14,2015.
JLM/JWjr@
Attachments (presented in draft form):
Prelim i nary Official Statement-RDA
Bond Purchase Agreement-RDA
Disclosure Dissemination Agreement-RDA
Escrow Deposit Agreements-RDA
1072
EXHIBITS
Toble of Contents
EXHIBIT A RDA Bonds Anolysis
EXHIBII B RDA ProFormo
ExH{BtT+ perkinsBends^n is
EXHIBIT+I @
EXHIBIT E Convention Center Proiect Budget
EXHIBIT F Convention Center 8-Yeor ProFormo
EXH+BIT€,
EXH{BIT+
EXHIBIT I Convention Center ond Pork Operoting Proiections
EXHIBIT J Convention Center Finoncing Debt Service Coveroge
1073
I--
I.?.l5 . 20J E
M*A$,A[ffiffi@ffiM
1074
Aug 25, 2AL5 7:42 pm Prepared by Morgan Stanley / {1,9 EXHIBIT A pue" r
SOURCES AND USES OF FUNDS
Miami Beach City CenterRDA
Combined 20 I 5 Financings
Dated Date
Delivery Date
taND0[S
lurcn0ts
RDA Convention
Center
Financing,
Series 2015
(NewMoney)
Series 2015
Taxable
Refunding of
Series 19984
Non-Callables
Series 2015
To<able
Refunding of
Series 20054
Series 2015
Tax-Exompt
Cunent
Refinding of
Series 20058
Bond Pmceeds:
Par Amount
Premium
308,765,000.00
25,813,867.05
9,970,000.00 25,650,000.00 14,110,000.00
1,354,705.20
3s8,495,000.00
27,L68,572.25
334,578,867.05 9,970,000.00 25,650,000.00 75,464,705.20 385,663,572.25
RDAConvention Series2015
Center Taxable
Financing, Refunding of
Series 2015 Series 19984
(NewMoney) Non{allables
Series 2015
Series 2015 Tax-ExemptTaxable Current
Retunding of Retunding of
Series 2005A Series 20058
Project Fund Deposits:
Project Fund
Refirnding Escrow Deposit :
Cash Deposit
SLGS Purchases
Other Fund Deposits:
Debt Service Reserve Fund
Delivery Date Expenses:
Cost oflssuance
UnderwriterJs Discount
Other Uses ofFunds:
Additional Proceeds
t0.23
9,896,968.00
9,896,978.23
308,667,631.00 308,667,631.00
40,835,030.23
9,896,968,00
50,731,998.23
23,748,375.00
25,470,010,00 15,365,010.00
25,470,010.00 15,365,010.00
23,748,375.00
612530.00 19,940.00 51,300.00 28,220.00 716,990.00
1,543,825.00 49,850.00 128,250.00 70,550.00 1,792,475.0A
2,161,355.00
1,506.05
69,790.00 179,550.00
3,231.77 440.00
98,770.00 2,509,465.00
92s.20 6,103,02
334,s78,867.05 9,970,000.00 25,650,000.00 15,464,705.20 385,663,572.25
MorganStanley
1075
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1076
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pue":
BOND SUMMARY STATISTICS
Miami Beach City Center RDA
Combined 20t5 Financings
DatedDate
Delivery Date
First Coupon
IlstMaErity
Artitrage Yield
True lnterest Cost (flC)
Net Interest Cost (NIC)
All-In TIC
Average Coupon
Average Life (yearc)
Weighted Average Maturity (years)
Duration of Issue (years)
ParAmount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service
Maximum Annual Debt Service
Average Annual Debt Service
Underwritels Fees (per $1000)
Average Takedoun
OtherFee
Total Undenvrirc/s Discount
Bid Price
5.000000
107.078508
Average
Average MafllrityLife Dato
wl0n0$
tarcDo15
06t01D016
0l0tnu3
2.672164%
4.319196%
4.5463240/o
4.335531%
4.9485t9%
17.500
17.563
I 1.698
358,495,000.00
38s,663,s72.25
312,221510.60
286,84s113.3s
670,716,510.60
23,748,37s.00
23,975,567.85
s.000000
Bond Component
Par
Value Price
Average
Coupon Duration
PVoflbp
change
Serial Bonds (faxable)
Sorial Bonds (Tax-Exenrpt)
Term Bond I (Tax-Exempt)
Term Bond 2 (fax-Exempt)
35,620,000.00 100.000
165285,000.00 110.721
90,430,000.00 t06.2t2
66,160,000.00 105.628
4.068 01n3n020B.ln 09119n029
23.075 01106D039
27.008 tAw2042
2.939%
4.989%
5.00tr/o
5.000%
3.826
3.867
t4.214
15.423
13213.60
t37,834.s5
7s,96120
s4,912.80
3s8,495,000.00 17.600 281,922.15
All-In
TIC
Arbitage
Yield
Par Value
+Accned Interest
+ Premium (Discount)
- Underwrite/s Discount
- Cost oflssuance Expense
- OtherAmounts
TargetValue
TargetDate
Yield
358,495,000.00
27,168,572.25
(t:792A?s,00)
3s8y'9sp00.00
n,168,57225
0Jn,47s.00)
(716,990.00)
49J30,000.00
1,354,705.20
383,871,097.25
rarcDal.s
4.319196%
383,154,107,25
tu1012015
4_335531%
51,084,705.20
turcD0$
2.672164%
MorganStantey
1077
Aug 25, 2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT A pase4
BONDPRICING
Miami Beach City Center RDA
Combined 20 I 5 Financings
Mahrity
BondCompooent D8t€Amoml Rare
Yicld to
Yicld Price Maturity
Call
Prio
Csll
Date
Prcmim
(-Discoud
Saial Bmds Cf q-E:.smpt):
nlotn016
Dl01n0v
nntn0tS
w0tn0$
tu01n020
nntn02t
,2I01n022
,?,01n023
Dntn0z4
nrcln025
laotn026
luo1no27
nnln028
1A0lno29
nJotn$0
nfitn$t
DfiIN$?
orcln$3
Dnv2034
Dnln$5
Tcm Bond I (fu-Exempt):
nt0ln$6
t2loy2037
12t0112038
,2ntn039
lzl0vzuo
Term Bond 2 Cfu-ExeEpt):
Dnuz04t
1210w042
l2l0v2u3
1A0ln$M
Saial Bonds (taxable):
tao1n0rc
la01n0n
LU01t20t8
t2l0v20t9
tavtn020
tu1tD02l
ta1tD022
1,795,000
t,840,000
1,905,000
1,990,000
2,090,000
2,190,000
2J00,000
t,520,000
8,960,000
9,4I5,000
9,900,000
10,410,000
10,940,000
1 1J05,000
12,095,000
12,715,000
13,365,000
1,t,050,000
14,?70,000
15,530,000
166,285,000
16,325,000
17,160,000
1E,040,000
1E,965,000
19,940,000
90,430,000
20,960,000
22,035,O00
23,165,000
66,16-'0,000
4,765,000
4,845,000
4,945,000
5,065,000
5230,000
5385,000
5,485,000
35,620,000
2.00e/o 0.640%
3.0oV/o 1.130%
4.00v/o 1.500%
4.0000/o t.no%
5.000% 2.M0%
5.00tr/6 2.360%5.0Wc 2.62V/o
5.000P/6 2.800o/o
5.00070 3.000%
5.000% 3)10yot,@f/6 3.35V/o
5.000% 3.52OYo
5.000% X.66V/o
5.000% 3.730o/o
5.000% 3.800%
5.000% 3.8600/"
s.000% 391v/.
5.000% 3.960%
5.000% 4.0OOYo
5.000% 4.u0%
5.000% 4.230Yo
5.000% 4.2?0%
5.000% 4.230%
5.000% 4.230%
5.000% 4.2300/o
5.00v/o 4300%
5.00e/6 4.3N%
5.008/o 4.3No/"
5.000% 4.300%
101.3 l9
t03.641
to7.217
t08.522
1t3.833
l14.63l
I 15.081
tts.625
I r5.633
I t5.544
113.892 C 3.467%
112.358 C 3.7t2Yo
l1l.ll3 c 3.9000/o
110.,196 C 4.0llc/o
109.884 C 4.1t0%
109.363 C 4.t9lo/o
108.930 C 4.256%
108.500 c 4.3150/o
108.157 C 1.3630/0
107_816 C 1.107%
23,676.05
66,994.40
138,055.35
169,587.80
2t9,t09.70
320,418.90
346,E63.00
1,331250.00
1,400,715.80
1,463,467.60loo.oo0 l375,3oE.oo
100.000 1286,467.80
100.000 l,2ls:t62.20
100.000 1207,564.80
100.000 1,195,469,t0
t00.000 1,190,50J.45
100.000 1,193,494.50t00.000 1,194,250.00
100.000 1,204,788.90
100.000 1,213,E24.80
17,t27,575.E5
taotn02s
tuotn0z5
taotn02s
la0l12025
t2r'0v2025
t?r'0t2025
w01n0z5
tu0tn025
DJOLn025
1?/01n025
106.2t2 c
106.212 c
t05.2t2 c
106.212 c
106.2t2 C
4.5800/o lA01nO25 100.000 1,014,109.00
4.5800/o luoln025 100.000 1,065,979.20
4.580% lAcfn0ZS 100.000 1,120,644.80
4.580% 12J01n025 100.000 1,17E,105.E0
4.580% w01n0?s l0o.00o __123@!9
5,617,5 I 1.60
105.628 C 4.645% tA0tn025
105.62t c 4.645% t?!Otn025
105.628 C 4,645% t70ln0?5
105.62E C 4.645% ta0tn025
100.000 i,179,628.80
100.000 1,240,129.E0
100.000 1,3$,n620
100.000 _
3,723,48/..80
1,426% 1,42,6% 100.000
t.576% t,s760h 100.000
2.7140/o 2.1t4yo 100.000
2.693% 2.693Vo 100,000
2.941% 2.943% 100300
3.332o/o 3.332Yo 100.000
3.582% 3.582Yo 100.000
358,495,000 27,t68,572.2s
Datcd Datc
Delivery Dato
Fint Coupon
ParAmout
hcmim
koduction
Undmite/sDiwt
Purchroe Prie
Aconed Iltorcst
NetPrc@ds
r2Jfinor5
luL0D0l5
06rc1n016
358,495p00.00
27,168,572.25
385,663,572.25
(1,792,475.00\
t07j75508%
(0.5000007o)
107.07850E7o383,871,0972s
383,871,497.25
MorganStantey
1078
Atg 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pug.s
SUMMARY OF REFT,NDING RESULTS
Miami Beach City Center RDA
Combined 201 5 Financings
Dated Date
Delivery Date
Arbitrage yield
Escrow yield
Value of Negative Arbituage
Bond ParAmouot
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount ofrefunded bonds
Average coupon ofrefunded bonds
Average life of refunded bonds
PV of prior debt:o l?/fiD0ls @2.672164%
Net PV Savings
Percentage savings of refunded bonds
Percentage sayings of refirnding bonds
,2lrcnols
taL020r5
2.672t640/o
l L80238o/o
398,985.10
49,730,000.00
2.8009460/o
2.859322%
3.4031070/o
4.090
49,355,000.00
5.258257%
4.t9s
54,348,1 10.79
3,268,002.56
6.62142r%
6.571491o/o
Morgan$tantey
1079
Aug25,2015 7:42pm PreparerlbyMorganstanley/AlC EXHIBIT A Page6
SAVTNGS
Miami Beach City Center RDA
Combined 2015 Financings
Prior Refunding
Date Debt Servic.e Debt Service
Present Value
to l2l10D0l5
Savings @ 2.6721641%
0980nlrc
09R012017
wl30l20t8
09R0/2019
09t3012020
09R012021
09R012022
09t3012023
1,261,649.65
8,400,323.75
8,403,379.75
8,4A9,722.50
8,418,064.00
8,443,743.00
8,451,948.50
8,467,678.00
1A6,625.04
7,995,707.21
E,003,004.16
8,011,856,91
8,018,488.03
8,046,278.35
7,929,270.80
7,940,736.35
555,024,61
404,616.54
400,375.59
397,865.59
399,575.97
397,464.65
522,677;10
526,94t.65
547,426.05
388,364.39
3?5,484.58
364,452.13
357,465.98
346,956.54
445,377.85
437,878.08
60,256,509.15 56,651,966.85 3,604,542.30 3,263,405.59
Savings Summary
PV ofsavings ftom cash flow
Plus: Refunding funds on hand
NetPV Savings
3,263,405.59
4,596.91
3,268,002.56
MorgarrStantey
1080
Aug 25, 2Al5 7;42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pw"t
BONDDEBT SERVICE
Miarri Beach City Center RDA
Combined 201 5 Financings
Period
Ending
Dated Date 1211012015
Delivery Date 1211012015
Principal Coupon Debt Service
09/30/2016
09R0D017
0913012018
09n0t20t9
09R0DO20
0913012021
0913012022
09/30t2023
09130D024
0913012025
09/30D026
09130D027
09/30D028
09/30DA29
09RU2A30
09n0n$t
09R0r2$2
09R0t2033
0913012034
09R0D035
09R012036
09i3012031
09R012038
09/3012039
09/3AD040
09t30Do4l
09R0/2042
09/30DA43
09/3012044
6,560,000
6,685,000
6,850,000
7,055,000
7320,000
7,475,000
7,795,000
8,520,0@
8,960,000
9,415,000
9,900,000
10,410,000
10,940,000
11,505,000
12095,000
12,715,000
13,365,000
14,050,000
14,770,000
15,530,000
16,325,000
17,160,000
18,040,000
18,965,000
19,940,000
20,960,000
22,035,000
23,165,000
** o//o
t' Yo
** o//o
'* Yo** Yo
** o/o
a* O//o
5.000%
5.000%
5.000%
5.000%
5.000%
5.000%o
5,A000/o
5,000%
5.000%
5.000%
5.000Yo
5.000%
5.00OY"
5.000%
5.000%
5.00OYo
5.000%
5.000%
5.000%
5,000%
5.000%
8,039,793.79
16,873,9s7.21
16,756,254.16
16,600,106.91
16,40r,738.03
t6,l@,5ut.3s
15,892,520.80
15,593,986.35
15,225,250,00
14,788,250.00
14,328,875.00
13,846,000,00
13,338,250.00
12,804,500.00
12,243,375.00
11,653,375.00
I 1,033,125.00
10,381,125.00
9,69s,7s0.00
8,975,250.00
8217,750.00
7A21,375,00
6,584250.00
s,7442s0.00
4,119,725.00
3,806,500.00
2,784,000.00
1,709,125,00
579,125.00
8,039,793.79
23,433,957.21
23,44t,254.16
23,450,106.91
23,456,738.03
23,484,528.35
23,367,520.80
23,378,986,35
23,745,250.00
23,748,250.00
23,143,875,00
23,746,400.00
23,748250.00
23,144,500.00
23,748,375.00
23,148375.00
23,148,125.00
23,746,125.00
23,145,750.00
23,745,250,00
23,747,750.00
23,',|46,375.00
23,744,250.00
23,7M,250.00
23,744,125,00
23,146,500.00
23,744,000.00
23,744,125.00
23,144,125.00
358,495,000 312,221,510.60 670,716,510.60
MorganStantey
1081
Aug 25, 2015 7:42 pa Prepared by Morgan Stanley / ALC EXHIBIT A Page8
Period
Ending Principal
NETDEBTSERVICE
Miami Beach City Center RDA
Combined 201 5 Financings
Toial
Interest Debt Service
Debt Service Net
Reserve Fund Debt Service
09130t2016
09t30t2017
0913012018
09R0t20t9
09R0no20
09R0n02t
09/30n022
09130D023
09/30n024
a9/3012025
09t30D026
09t30D027
09B0DA28
09t30D029
09130D030
09t3012031
0913012032
09/30/2033
0913012034
09130D035
0913012036
09130/2037
09t30/2038
09/30D039
09R012040
09/30t2041
09/30/2042
09/3012043
09/30t2044
6,560,000
6,6g5,ooo
6,850,000
7,055,000
7,32o,ooo
7,475,000
7,785,000
9,520,000
8,960,000
9,415,000
9,900,000
1oy'10,000
10,940,000
I 1,505,000
12,095,000
12,715,000
13J65,000
14,050,000
14,770,000
15,530,000
16,325,000
17,160,000
I 8,040,000
I 8,965,000
19,940,000
20,960,000
22,035,000
23,165,000
E,039,793.79
16,873,957.21
76,756,254.16
16,600,106.91
16,401,738.03
16,164,52E.35
15,892,520.80
15,593,986.35
15,225,250.00
14,788,250,00
14,328,875.00
13,846,000.00
13,338,250.00
12,804,500.00
12,243,375.00
1L,653,375.00
I 1,033,125.00
10,381,125.00
9,695,750.00
8,975,250.00
8,217,750.00
7,421,375.00
6,584,250.00
5,704,250.00
4,779,125.00
3,E06,500.00
2,784,000.00
1,709,125.00
579,125.00
E,039,793.79
23,433,957.21
23,441,254,16
23,450,106.91
23,456,738.03
23,484,528,35
23,36',t,520.80
23,378,986.35
23,745,250.00
23,748,250.00
23,743,875.00
23,746,000.00
23,748,250.00
23,744,500.00
23,748,375,00
23,748,375.00
23,748,125.00
23,746,125.00
23,745,750,00
23,145,250,00
23,747,750.00
23,146,375.00
23,744,250.00
23,744,250.00
23,744,125.00
23,746,500.00
23,'.|44,000.00
23,7U,125.00
23,744,125.00
t12,804.78
237,483.76
237,4E3.76
237,4E3.76
23',1,483,76
237483,76
237,483.76
237,483.76
237,483.76
237,483.76
237,4E3.76
237,483.76
237,483,76
237A83,76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
23,857,1 16.88
7,926,989.01
23,196,4',t3.45
23,203,770.40
23,212,623.15
2321e2s4.27
23,247,044.59
23,130,037.04
23,141,542.59
23,507,766.24
23,510,766.24
23,506,391.24
23,508,516.24
23,510,'.|66.24
23,507,016.24
23,510,891.24
23,510,891.24
23,510,641.24
23,508,641.24
23,508,266.24
23,507,766.24
23,510,266.24
23,508,891.24
23,506,766.24
23,506,766.24
23,506,641.24
23,509,016.24
23,506,516.24
23,506,641.24
(122,991.88)
358,495,000 3t2,221,510.60 670,716,510,60 30,39I,983.18 640,324,527.42
MorganStantey
1082
Aug 25, 2015 7t42pm Prepared by Morgan Stanley / ALC EXHIBIT A rug.e
Period
Ending
RDA Convention
Center
Financing,
Series 2015
(NewMoney)
AGGRBGATEDEBT SERVICE
Miami Beach City CenterRDA
Combined 2015 Financings
Series 2015Taxable Series 2015
Refunding of Taxable
Series 19984 Retunding of
Non-Callables Series 2005A
Series 2015
Tax-Exempt
Current
Refunding of Aggregate
Series2005B DebtService
09/30D016
09/30/20t7
09/30t2018
09/30D019
09130/2020
09t3012021
0913012022
091302,023
09R0n024
09R0t2025
09R0/2026
09t3un27
09t30/2028
09R012029
09i30n0ts0
09/301203t
09/3012032
09/30t2033
0913012034
09/3012035
09/30/2036
09/30n0a7
09t30t2038
09i30nc39
0913012040
09t30/2041
09130/2042
09t30t2043
09t3012044
7,333,168,75
15,438,250,00
15,438,250,00
15,438,250.00
15,438,250.00
I5,438"250.00
15,438,250.00
15,438,250.00
23,745250.00
23,148250.00
23,743,875.00
23,746,000.00
23,748,250.00
23,744,500.00
23,748,375.00
23,748,375,00
23,748,125.00
23,746,t25.00
23,745,750.00
23,',|45,250.40
23,747,750.00
23,',|46,375.00
23,744250.00
23,744,250,00
23,744,t25.00
23,746,500.00
23,744,000.00
23,744,125.00
23,744,t25.00
100,563.30
2,222273,95
2,226,602.90
2,233,120.25
2,226,920.65
1,653,985,45
332,509.24
3,420,483.26
3,424,001.26
3,427,036.66
3,432,767.38
4,025,542.90
5,569,520.80
5,s83,236.3s
273,552.50
L3sL950.00
L352,400,00
2,351,700.00
2,358,800.00
2,366,750.00
2,359,750.00
2,357,s04.00
8,039,793.79
23,433,957.21
23,441,254.16
23,450,106.91
23,456,738.03
23,484,528.35
23,367,520.80
23,378,986.35
23,745,250.00
23,748,250.00
23,743,875.00
23,746,00,0.00
23,748,250.00
23,744,500.00
23,?48,375.00
23,748,375.00
23,748,125.00
23,746,125.00
23,745,750.00
23,745,250.40
23,747,750.00
23,746,375.00
23,7U,250.00
23,7M,250.00
23,744,125.00
23,?46,500.00
23,744,000,00
23,744,125.00
23,744,125.00
614,064,543.75 10,663,466.50 29,215,097.85 16,7n,4A250 670,716,510.60
MorganStailtey
1083
Alrig 25 , 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page to
ESCROW STAfiSTICS
Miami Beaoh City Center RDA
Combined 2015 Financings
Modifisd Yicldto Yieldto Psrfc't Vahreof
Total Duatim Fyoflbp Reipt Disburcmt eryw I=P* ^ 9":,t:l-6,*, -' ;i;;; - ii; Dato cort Arbitage Dcadrimc
Sorie 2015 Tuablc Rofmdingof Saics 198ANon{rllabls, Global Procec'& Escrow
9,8g6g7s.2321E32,753.321.18U23E%|.1802360/o9,4n991.'u398p85.10|.29
Sdes 2Ol5 Tmblc Rcfimdirg of Scrics 20054 Global Procccds Essotr
25,470p10.00
Ssics 2015 To.-ExatrPt C\EatRofiEding of Scries 20058, Global Prccccds Esmw:
15,365p10.00
25,470,010.00
15,365,010,00
50J3L998.2'2,753.32 50,333,0il.84 398,985.10 129
Dclivory dEto
Artitngo yiold
Corposito Modified Durrtion
tu10a015
2.672164%
2.783
MorganStanteY
1084
Aug25,2015 1:42pm Prepared by Morgan Stanley I ALC EXHIBIT APage lr
SOI]RCES AND USES OF FUNDS
Miami Beach City Center RDA
RDA Convention Center Financing, Series 2015 (New Money)
Dated Date tv10l20t5
Delivery Date lAfin|ls
Bond Proceeds:
Par Amount
Premium
308,765,000.00
25,8 13,867.05
334,578,867.05
Uses:
Project Fund Deposits:
Project Fund
Other Fund Deposits:
Debt Service Reserve Fund
Delivery Date Expenses:
Cost oflssuance
Underwriter's Discormt
Other Uses of Funds:
Additional Proceeds
308,667,63 1.00
23,748,375.00
6 I 7,530.00
1,543,825.00
2,161,355.00
1,505.05
334,578,867.05
MorganStantey
1085
4n925,2015 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A Paget|
BOND SUMMARY STATISTCS
Miami Beach City Center RDA
RDA Convention Center Financing, Series 2015 (NewMoney)
Dated Date
Delivery Date
First Coupon
I,st fv{aturity
Arbihage Yield
True Interest Cost (IIC)
Net Interest Cost (MC)
All-In TIC
Average Coupon
Average Life(years)
Weighted Average Maerity (years)
Duration of I5sue (years)
ParAmount
Bond Proceeds
Total Interest
Net Intercst
Total Debt Service
Maximum Annual Debt Service
Average Annual Debt Service
Underwritet's Fees (per $1000)
Average Takedown
O0rer Fee
Total Underwrite/s Discount
Bid Price
l2ll0D0r5
tul0Dot5
06l0tD0t6
t2l0tD043
3.9696240/o
4.t86t$%
4.6025210/o
4.400978%
5.0000000/o
19.776
19.615
12.791
308,765,000.00
334578,867.05
30s299,543.75
281,029,501:10
614p64,543.75
23,748,375.00
21,950,475.20
s.000000
5.000000
107.860360
Bond Component
ParValue Price
Average Average
Coupou Ltfe
Average
Matrrity
Date Duration
PVof i bp
change
Serial Bonds (fax-Exempt)
Term Boad I (fax-E:<empt)
Term Bond 2 (fax-Exempt)
152,175,000.00 110.82s
9oy'3o,o0o.0o 106.212
66,160,000.00 105.528
S.N@/o 14.670
5.000% 23.0755.000% 27.008
08/n2030
oy06n$9
DtDnuz
10.693
14.214
15.423
l^31,n2.90
75,961.20
54,912.80
308,76sp00.00 t9,776 262,846.90
TIC
All-In
flc
tubitsage
Yield
Par Value
+ Accrued Interest
+ Premirun @iscount)
- Unden/dtet's Discount
- Cost oflssuance Erqense
- Other Amounts
Target Yalue
Targethe
Yield
308,765,000.00
2s,813,867.05
(1,543,82s.00)
308,765,000.00
25,813,867.05
(1,543,82s.00)
(617,530.00)
30&76s,000,00
25,813,857.05
333,035942.05
tzlt0D0t5
4.186144%
332A17,512.05
12t10120t5
4.4$978o/o
334,578,867.05
tarcD0$
3.9696240/o
Morganstantey
1086
4ag25,2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT APage 13
BoodComponmt
Mahrity
Date
BONDPRICING
Miami Beach City Center RDA
RDA Convention Center Financing Series 2015 (New Money)
Amount Rste Yiold prisc ,;ffi #cdl
Price
Prmiu
(-Diecount)
Serial Bonds (Tax-Exarpt):
LZntD023
Dlotna[
laolD0z5
w0tn0z6
t2l0u2027
Drctn028
l2l0tn029
12t0y2010
Dtotn$l
12t0v2032
1u0112033
1A0tDoy
luotn$s
TmBond I (Iu-Exeml):
12101D016
LUotn$7
t2t0tD038
tu0tn$9
tu0y2040
TmBoad 2 (Iax-Exompt)t
L2l0tn04r
w01nuz
w01n043
1U01n044
8,52q000 5.w0%' 8,960,000 s.crJoyo
9,415,000 5.000%
9,900,000 5.000vo
10,410,000 5.m0%
10,940,000 5.@0%
11,505,000 5.000%
12.095,000 5.m0%
12,715,000 5.000%
13,365,000 5.000%
14,050,000 5.000%u,n0,o00 5.000%
15,530,000 5.000%
152,t75,000
15,325,000 5,000%
17,160,000 s,000%
18,(M0,000 5.000%
18,965,000 5.000%
19,940,000 5.000%
90,430,000
20,960,000 5.00u/o
22,035,00A 5.0000/0
23,t65,000 5.000%
5.000%
66,160,000
tt5.625
I 15.533
1t5.544
113.89 C 3.167%
112.358 C 3.7l2Yo
lll.I13 c 3.9000/o
110.496 C 4.0llo/o
109.884 C 4.110%
109.363 C 4,190%
108.930 C 4.2s6%
108.500 c 4.3t5%
t08.157 C 4.363%
t07.816 c 4.407%
lM.2L2 C 1.580%
t06.2t2 c 4.5800h
106.212 c 4s80%
t06.zt2 c 4.5800A
1062t2 c 1.s80%
105.628 C 4.61504
105.628 C 4.645Yo
105.628 C 4.61s%
10s.628 C 4.6150/t
1331r50.00
t,400,716.80
1,463,467.60
100.000 1J75,308.00
100.000 1,u6,467.80
100.000 1215,70.20
100.0@ 12r7,s64.80
100.000 1,195369.80
100.000 1,190,505.45
100.000 I,193,494.50
100.000 1,194,250.00
100.000 1204,78E.90
100.000 1213,824.80
16,472,870.65
100.000 1,014,109.00
100.000 r,065,979.?0
100.000 1,120,6{4.80
100.000 I,u8,105.80
100.000 Jl!@!q
5,617,511.60
100.000 1,179,628.80
100.000 1340,129.80
100.000 1,303,726.20
100.000
--
3,721,484,80
2.t00o/o
3.000c/o
3.1700/o
3.3s0%
3.520%
3.660%
3.730%
3.800%
3.864%
3s10%
3.960%
4.000%
1.M0%
1.230%
42300/.
4230o/o
423A%
4230/o
4.300%
4.300%
4300%
4.3000/"
ra0rn02s
pl0tn025
taou2025
laoll2025
ta0Ln025
12t0U2025
w0tn025
12t0v2025
0l0tn02s
1?r'01nA25
ra)tn025
t210112025
ta0Ln0?5
tu0tn02s
raitn025
ta0tn025
lu01n02s
l2t0tD025
lu01n02s
308,765,000 25.813.867.05
Dated Date
DelivcryDae
Firrt Coupon
PtrAEqlt
Prcuiu
Production
UndEm't!1s Disomt
Prebase Pricc
Accrucd Iotemt
NctPreee&
wrcnot5
turcnots
06larnlrc
308,765,000.00
2s,913,867.05
334,578,867.05 108.360360%
(r,s43,825.00) (0.500000vo)
333,035,042.05 101.8603600/c
333,035,042.05
MorganStantey
1087
A,tg25,2015 7t42 pm Prepored by Morgan Stanley I ALC EXHIBIT A Peset4
BOND DEBT SERVICE
Miami Beach City Center RDA
RDA Convention Center Financing, Series 2015 (NewMoney)
D6r€d Datc LA!0n015DeliveryDatc L2ll0n0l5
Pdod
Erding Prircipal Coupol
Arnual
Debt Smice Dsbt Swicc
06ntn016
09B0n0$
12rcln0rc
06101n0n
0980n0t7
w0tn0n
06Nln0$
0980D0t8
,2frtno$
06101t2019
09B0tzot9
t2fiv2019
o6/0tD020
09f,0n020
Dnvz0?0
o6nlno2t
09BAn@r
vntn02t
06ntn022
0980n022
Dnlnozz
06nln023
09R0n023
Dnln023
06101no24
09b0na4
Dnw024
o6fitnv25
09/l,0r202s
w,tnv2s
05t0w026
09R012026
LU|VZ026
0610u2027
09/t0n027
oJ0tnon
06t0w028
0913012028
12t0tn028
o6t0tnt29
09/3,0n029
t2t01t2029
0610tnoao
09R1nBo
ra01n0*
06t0tn$l
09n0D031
tavy203l
06ntn$2
09130n$2
ta|tn$z
06t0112033
09B0nB3
tu0ln013
06101n034
09R0n034
tultn$4
a6t0112035
09Bon$s
lu0tn$5
06nln$6
09i30n066
tavln$6
06t01n037
09130n037
tztttD037
06/01n03E
09t30n$8
ta0v2038
06101n$9
8,520,000
E,960,000
9,415,000
9,900,000
10,4I0,000
10940,000
I 1,505,000
12,095,000
t2,7t5,000
13,365,000
14,050,000
14,770,000
15,530,000
16,325,000
17,160,000
18,040,000
7 331,168.75
7:ilg,rzs.00
7J19,12s.00
7:119.125.00
7;t19,125.00
7 Jl9,l2s.N
7 ,719,125.00
7,719,125.00
7,719,125.00
7,719,125.00
7,719,r25.00
7,719,rzs.00
7,719,125..00
7 ,719 ,125 .00
7,719,125.00
5.000% ?J19,12s.00
7,506,125.00
5.000% 7,506,125.00
7,282,125,00
5.000% 7 282,125.N
7,046,750.00
5.000% 7,046,750.00
6J9925o.00
5.000% 5J99,250.00
6,539,000.00
5.000% .5,539,000,00
6r65,500.00
5.0@% 6265,500.00
5,W,t75,00
5.000% 5977,E75.00
5,675,500.00
5.000% 5,675,500.00
5,357,625.00
5.000% 5357,62s,00
5,023,500.00
5.000% ,,023,500.00
4,672,750,N
5.Q00o/o 4,612,250.00
4,303,000.00
5.000% ,+,303,000.00
3,914,7s0.00
5.000% 3914,750.00
3,506,625.00
5.000% 3,506,625.00
3,077,625.00
5.000% 3,077,625.00
2,626,625.W
7,333,168.75
7,7 t9,t25.00
7J19,12s.00
7:119,125.00
7,719,125.00
7J19,125.00
7,7r9,r25.00
7,719,12s.00
7,7t9,t25.o0
7,719,125.00
7,719,125.00
7319,12s.00
7,719,125.00
7,719,125.00
7,719,125.00
16,239,t2.5.00
7,506,125.00
16,466,125.00
7,282,125.00
16,697,125.00
7,046,750.00
t6,946,750.00
6,7992s0.00
17209,2,50.00
6J39,000.00
17,479,000.00
6265,500.00
17J70,500.o0
5,977,875.00
Lt,072,t75.00
5,675,500,00
18J90,500.00
5357,625,00
r8,722,62s.00
5,023,500.00
19,073,500.00
4,6722s0.00
19,142,250.00
4,303,000.00
19,833,000.00
3914J50.00
?;0,239Js0.00
3,506,625.00
20,666,625.00
3,077,625.00
2t,117,625.00
2,626,625.00
7,333,168.75
15,438,250.00
15,138r50.00
15,t38,250.00
15,438,250.00
15,438250.00
15,{38250.00
15,138250.00
23,745,250.O0
23,74E,250.00
23,743,87s.00
23,746,000.00
23,748,250.00
21,7U,5W.O0
21,748,375.00
23J48,375.00
23,748,125.00
23,746,12s.00
21,14s,750.00
23,745,250.O0
23,?47,750.00
21,746375.00
23,744,250.00
MorgarrrStantey
1088
Alg 25, 2015 7 :42 pm Prepared by Morgau Stanley / ALC EXHIBIT APag" ls
BOND DEBTSERVICE
Marni Beach City Center RDA
RDA Convention Center Financing, Series 2015 (New Money)
pcriod Amual
Eading Principal Corpon lflterrst Dcbt Seiloe Dcbt Smie
09B0n019 23,7{/.250.00
12t01D039 18,965,000 5.000% \625,6U.00 2t,591,62s.00
0610tD040 2,152,500.00 2,152,s00.0009B0nu0 73,7U,125.00tu0Lauo 19p40,0{n 5.0007o 2,152,500.00 22,092,500.00
0510tn04t 1,554,000.00 1,654,000.00
09t30auLtaotrzo4l 20,950,000 s.000% 1,554,000.00 22,614,000.00
23,715,500.00
o6t0rD012 1,130,000.00 1,130,000.0009R0D042 23.714,000.00
lUilnW2 22,035,000 5.000c/o 1,130,000.00 23,165,000.@06n1D041 579,125.00 579,t25.4009R0D041 23,744,125.00
nfitnu3 23,165,000 5.000% 579,t25,00 2?,744,125.W09R0n044 23,744,12s.00
30&765,000 305,299,543.7s 614,064,s43.75 614,064,543.75
MorganStantey
1089
4ug25,2015 7:42pm Prepared by Morgan Stanley / ALC
Period
Ending
EXHIBIT A page 16
NETDEBTSERVICE
Miami Beach City CentorRDA
RDA Convention Center Financing, Series 2015 (New Money)
Total Debt Service Net
Principal Interest Debt Service Reserve Fund Debt Service
09t30t20t6
09R0/2017
09/30D018
09B0n0t9
09R0/2020
09/3012021
09/3012022
0913012023
09130t2024
09130/2025
09/3012026
09/3012027
09t3012028
09/3012029
09/30n030
09l30D03l
09130D032
09t30D033
@130D034
09t30D035
09/30D036
09/30D037
091301203E
09/3012039
09130D040
0913012041
09t30D042
09/34D043
09t3012044
8,520,000
8,960,000
9,415,000
9,900,000
10,410,000
10,940,000
I 1,505,000
12,095,000
12,715,000
13,365,000
14,050,000
14,770,000
15,530,000
16,325,000
17,160,000
18,040,000
1E,965,000
19,940,000
20,960,000
22,035,000
23,165,000
7,333,168.75
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,439,250.00
15y'38,250.00
15,225,250.00
14,788,250.00
14,328,875.00
13,E46,000.00
13,338,250.00
12,804,500.00
12,243,375.A0
11,653,375.00
1 1,033,125.00
10,38 l,125.00
9,695,750.00
8,975,250.00
8,217,750,00
7,421,375.00
6,584,250.00
5,704,250.00
4,779,125.00
3,E06,500.00
2,784,000.00
1,709,125.00
579,125.00
7,333,168.75
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250.00
15,438,250,00
15,438,250.00
23,745250.00
23,748,250,00
23,743,875.00
23,746,000.00
23,748,250.00
23,744,5N.00
23,748,375.00
23,748,375.00
23,74E,t25.00
23,746,125.00
23,745,750.00
23,745,250.00
23,747,750,A0
23,746,375,00
23,744,250.00
23,744,250.00
23,744,125.40
23,',|46,500.00
23,744,000.00
23,744,125.00
23,744,125.00
112,804.78
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483,76
237,483.76
237,483:16
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483.76
237,483,76
237,483.76
237,483.76
237,483.76
231,483.76
237,483,76
23,867,116.88
7220,363.97
15,2W,766.24
t5,200,766.24
15,20n.,166.24
t5200,766.24
$,240,766.24
t5,2W,766.24
15,20n.,766.24
23,507,766.24
23,510,766.24
23,506,391.24
23,508,516.24
23,510,766.24
23,507,016.24
23,510,89t.24
23,510,891.24
23,510,641.24
23,508,641.24
23,508,266.24
23,507,766.24
?3,510,266.24
23,508,897.24
23,506,766.24
23,506,766.24
23,5M,641.24
23,5W,016.24
23,506,516.24
23,506,641.24
(t22,99t.E8)
308,765,000 305,299,543.75 614,064,543.75 30,391,9E3.18 583,672,560.57
MorganStanley
1090
Aug 25,2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT AvaserT
SOURCES AND USES OF FT'NDS
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 1998A Non-Callables
Dated Date ta70l20t5
Delivery Date 1ArcD0l5
Bond Proceeds:
Par Amorrnt 9,970,000.00
9,970,000.00
Refunding Escrow DeposiB:
Cash Deposit
SLGS Purohases
Delivery Date Expenses:
Cost oflssuance
Underwriteds Discount
Other Uses ofFunds:
Additional Proceeds
10.23
9,896,968.00
9,896,978.23
19,940.00
49,850.00
69,790.00
3231.77
9,970,000.00
MorEanStantey
1091
Aug25, 2Al5 7 :42 pm Prepared by Morgan Staoley / ALC EXHIBIT A Page 18
BOND SUMMARY STATISTICS
Miami Beaoh City Center RDA
Series 2015 Taxable Refunding of Series 19984 Non-Callables
Dated Date
Delivery Date
First Coupon
Last lvlaturity
Arbitrage Yield
True Interest Cost (TIC)
Net Interest Cost (NIC)
All-InTIC
Average Coupon
Avemge Life (years)
rtreighted Average Maturity (years)
Duration of Issuc (years)
Par Amount
Bond Proceeds
Total Interest
Net InterDst
Tobl Debt Service
Maximum Annual Dobt Service
Avenge Annual Debt Service
Underwriter's Fees (per $ I m0)
Avorage Takedown
Other Fee
Total Undenwite/s Discouat
BidPrice
5.000000
99.500000
Average
Average Average Maturity
Coupon Life Date
lurcn0$
tut0a0l5
0610112016
t2t0tD020
2.672164%
2.56768V/o
2.56ffi34%
2.640289%
239454s%
2.945
2.905
2.808
9,970,000.00
9870,000.00
69t.166.s0
743,316.50
10,663,466.50
2233,120.2s
2,t43Al0.ls
5.000000
Bond Component
Par
Value Prise
PVof l bp
change
Serial Bonds (Iaxable)9,970,000.@ r00.000 2.395Yo 2.905 1ln4n0l8 2.81I 2J08.3s
9,970,000.00 L708.35
TIC
All-In
TIC
Arbitage
Yield
ParValue
+ Acsrued Intercst
+ Premiurn (Discount)
- Undervritels Discount
- Cost oflssuanoe Expense
- Other Amounb
TargetValue
Target Date
Yield
9,970p00.00
(49,850.00)
9,970,000,00
(49,850.00)
(19,940.00)
9,970,000.00
9,920,150,00
12lloa't5
2.567680%
9800210.00
t2/1012015
2.6/]0289%
9,970,000.00
tarcn0t5
2.6n1&%
MorganStantey
1092
4ug25,2075 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT Arage le
BONDPRICING
Miami Beach City CenierRDA
Series 2015 Taxable Refunding ofSeries 19984 Non-Callables
Maturity
Bond Component Date Amount Rate Yield Prioe
Serial Bonds (Taxable):
Wolnorc 2,025,000 1.426% 1.4260/o 100.000lA01D0l7 2,060,000 1.5760/o 1,5760/o 100.000l?0ll20l8 2,105,000 2.ll4o/o 2.174o/o 100.000l2l0l/2019 2,150,000 2.6930/o 2.6930/o 100.000taov2020 1,630,000 2.9430/o 2.9430/o 100.000
g,g70,ooo
Dated Date
Delivery Date
First Coupon
ParAmount
Original Issue Discount
Production
Underwritefs Disoount
Purchase Price
Accrued lnterest
Net Proseeds
tullzots
tut0t20t5
o6t0tnorc
9,970,000.00
9,970,000.00 100.000000%
(49,850.00) (0.5000000/0)
9,920,150,00 99.500000%
9,920.r50.00
Morgan$tantey
1093
Aug 25, 2Ql5 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A Pase2o
ST'MMARY OF REFUNDING RESULTS
Miami Beach City Center RDA
Series 2015 Ta:rable Refirnding of Series 1998A Non{allables
DatedDate
Delivery Date
Arbitage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
AverageLife
Par anrount ofrefiraded boods
Average coupon ofrefunded bonds
Average life of refunded bonds
PV of prior debt to la10a0l5 @2.6721640/o
Net PV Savings
Percentage saviogs of refinded bonds
Percentage savings of refunding bonds
tafintt5
turcDats
2.672164%
1.180238yo
398,985.10
9,970,000.00
2.56?680%
2.566634%
2.394505o/o
2.905
8,520,000.00
6.6800007o
2.979
9,497,983.08
(390,259A7)
(4.5805107o)
(3.914338{/0)
Morgan $tantey
1094
Aug 25, 2015 7:42 pm Prepued by Morgan Stanley / ALC EXHlBlr Apaeezr
SAVINGS
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 19984 Non-Callables
Present Value
Prior Refunding b 12'/rc12015
DebtService DebtService Savings @ 2,6721641%
09t30D016
09t30D017
0913012018
09/30120,9
0913012020
091302021
284568.00
2,101,197.00
2,101,64s.00
2,109,2M.00
2,103,660.00
r,529,432.00
100,563.30
2,222,273.95
2,226,602.94
2,233,120.25
2,226,920.65
1,653985.45
184004.70
(12r,076.9s)
(124,9s7.90)
(123,876.25)
(t23,260.65)
(124,553.45)
781,699.20
(119,784.96)
(1 19,824.65)
(11s,216.74)
(1 l 1,219.33)
o49J44.76\
10,229,746.00 10,663,466.50 (433,720.s0) (393,49t.24)
Savings Summarv
PV ofsavings fiom cash flow
Plus: Refunding funds on hand
NetPV Savings
(393,491.24)
3,231.17
(390259.47)
Morgan$tantey
1095
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley I ALC EXHIBIT A pase21
BONDDEBTSERVICE
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 1998A Non-Callables
Dated Date lAl0D015
Delivery Date 12110/2015
?eriod Annud
Ending Principal Coupon Interest Debt Service Deb't Service
100,563.30 100,563.3006t0tr20M
0913012016QrcU20l6 2,025,000 1.4260/o 105,856'10 2,130'856.10
0610u20t1
09t30120t7
12/0112011 2,060,000 1.5760/o 9U17.85 2,151'411.85
06t0tno18 75,185.05 75,185.05
09/3012018t2l0u20l8 2,105,000 2.114% 75,185.05 2,180,185.05
06/0y2019
09BAD0I9
52935.20 52,935.20
l2l}l/2019 2,150,000 2.6930/o 52,935.20 2,202'935.20
91,417.85 91,417.85
06101n020
09f0/2020DrclnOzO 1,630,000 2.943o/o 23,985.45 1,653,985.45
09t30D02l
100,563.30
2222273.95
2226,602.90
2233,120.25
2226,920.65
1,653,985.45
23,985.45 23,985.45
9,970,000 693,466.50 10,663,466.50 10,663,466.50
Morganstantey
1096
At825,2015 7t42pm Prepared by Morgan Stanley / N-C EXHIBIT Aragezl
NETDEBT SERVICE
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 1998A' Non{allables
Perioil
Ending Principal
Total Net
Lrterest Debt Service Debt Service
09/30t2016
09/3UzAfi
09t30D018
a9B0D0t9
09/30D020
09/30D021
2,025,000
2,060,000
e105,000
2,l5o,oo0
1,630,000
I00,563.30
197,273.9s
166,602.90
t28,t20.2s
76,920.65
23,985.45
100,563.30
2,222273.9s
2,226,602.90
2,233,120.25
2,226,v20.6s
r,653,985.45
100,563.30
2,222,273.95
2,226,602.90
2,233,120.25
2,226,920.65
1,653,985.45
9,970,000 693,466.50 10,663,466.50 70,663,466.50
Morgan$tailley
1097
Aug 25, 2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT A Page24
SUMMARY OF BONDS REFI.JNDED
Miami Beach City Center RDA
Series 2015 Taxable Refunding of Series 19984 Non-Callables
Call
Prioe
Par Call
Amount Date
Meturity lnterest
Date Rate
Series I998 (Taxable), 1998:BOND t2t0u20t6
ta|t/2017
tu0U20t8
. 12t0112019
l2l0tDmi
6.680%
6.6E0%
6.6800/o
6.680%
6.6800/o
1,585,000.00
1,695,000.00
1,820,000.00
1,940,000.00
I,480,000.00
8,520,000.00
hlorganStantey
1098
Ang25,2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT APag"2s
SOI]RCES AND USES OF FTINDS
Miami Beach City CenterRDA
Series 2015 Taxable Refunding ofSeries 20054
Dated Date l2ll0l20l5
Delivery Date l2y'l0l20l5
Bond Proceeds:
ParAmount 25,650,000.00
25,650,000.00
Refunding Escrow Deposits:
Cash Deposit
Delivery Date Expenses:
Cost of Iszuance
Other Uses ofFunds:
Additional Proceeds
25,470,010,00
51,300.00
Underrryriter's Discount 128,250,00
179,550.00
25,650,000.00
Morgan$tantey
1099
Aug25,2015 7:42 pm Prepared by Morgan Stanley/AIC EXHIBIT A Page26
BOND SUMMARY STATISTICS
Miami Beach City Center RDA
Series 2015 Taxable Refunding ofSeries 20054
Dated Date
Delivery Date
First Coupon
Last Ivlatrrity
Arbjrage Yield
True Interest Cost(fIC)
Not Intcrest Cost (NIC)
All-InTIC
Average Coupon
Average Life (years)
WeighGd Average Maturity (years)
Duration of Issue (years)
ParAmount
Bond Proceeds
Total Interest .
Net IntLerest
Total Debt Service
Maximum Aanual Deb't Service
Average Amual Debt Service
Underwrib/s Fees (pet $1000)
Average Takedown
OtherFee
Tobl Undemritet's Discount
Bid Price
5.000000
99.500000
Average
Average MatudtyLife Dat€
tarcn0$
turcn0t5
0610lD016
Qfrtno22
2.6721@%
3.181152Yo
3.18s191%
3_229665%
3.074586%
4.s21
1.521
4215
25,650,000.00
25,650,000.00
3,s65,097.8s
3,693,347.85
2921s,09?.8s
s,s83236.35
4,188,544.49
5.000000
Bond Component
PV of1 bP
Duration change
Par
Value Price
Average
Coupon
Serial Bonds (Iaxable)25,650,000.00 100.000 1.075%4.s21 061fit2020 10,50s.25
25,650,000.00 10,505.25
All-In
TICTIC
tubitrage
Yield
Par Value
+ Accrued Int€rest
+ Premium @iscount)
- Undernritet's Discount
- Cost of Issuance E4ense
- Other Amounts
Trget Value
Target Date
Yield
25,650,000.00
(128,2s0.00)
2s,6s0p00.00
(128,2s0.00)
(51,300.00)
25,650,000.00
2s,s2t;750.N
0/rcn9ts
3.181152%
25,470,450.00
tunn0rs
3229665o/o
25,650,000.00
lal0a0l5
2.672164%
Mor,ganStantey
1100
Ang25,2015 7:42pm Prepared by Morgan Stanley / AJ-C EXHIBIT Apaezt
BONDPRICING
Miami Beach City CenterRDA
Series 2015 Taxable Refunding ofSeries 2005A
Bond Component
Maturity
Date Amount Rate Yield
Serial Bonds (Taxable):
raotDaM
ra0tD017
tauDafi
ta0tno19
lAUn020
1A0tD02t
tu0y2022
1.426%
1.s76%
2.1r4%
2.693%
2.943%
3.3320/"
3.5820/o
100.000
r00.000
100.000
r00.000
100.000
100.000
100.000
2,740,000 1.426%
2,785,000 1.576%
2,840,000 2.114%
2,915,000 2.693%
3,600,000 2.943o/o
5,285,000 3.332%
5,485,000 3.582%
25,650,000
Dated Date
Delivery Date
First Coupon
ParAmount
Original Issue Discount
Production
Underwriter's Discount
Purchase Price
Accrued Interest
Net Proceeds
1AfiD0ts
12n0D015
06101D016
25,650,000.00
25,650,000,00 100.000000%
(128,250.00) (0.50000070)
25,521,750.00 99.500000%
25,521,750.00
Morgan$tantey
1101
Artg 25,2015 7 :42 prn Prepared by Morgan Stanley / AL,C EXHIBIT A paee28
SUMMARY OF REFT]NDING RESULTS
Miami Beach City Center RDA
Series 2015 Taxable Refuuding ofSeries 20054
Dated Date
Delivery Date
Arbitrage yield
Esuowyield
Value of Negative Arbitage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount ofreflmded bonds
Average coupon ofrefunded bonds
Average life of refunded bonds
PV of prior debtto 12fi01015 @2.672164%
Net PV Savings
Percentage savings of refirnded bonds
Percentage savings of refirnding bonds
1ArcDots
tunnots
2.672164%
0.000000%
25,650,000.00
3.t81152%
3.185191%
3_074586%
4.52t
25,470,000.00
5.1893770/o
4.618
28,206,3;09.11
2,138208.20
8.395007%
8.33609,40/o
NtorganSlantey
1102
Aag25, 2015 7:42pm Prcpared by Morgan Stanley / ALC EXHIBIT Atugeze
SAVINGS
Miami Beach City Center RDA
Series 2015 Taxable Retunding ofSedes 2005A
Prior Refunding
Debt Service Debt Service
Present Value
to 1211012015
Savings @ 2.67216410/o
09t30t2016
09B0nafi
09130D0t8
o9l30D0t9
0913012020
09/30n02t
09t3012022
09R02,023
623,087.90
3,716,001.75
3,720234.75
3,720,478.50
3,726,279.00
4,322,061.00
5,865,698.50
5,879.553.00
332,509.24
3,420,483.26
3,424,001.26
3,427,036.66
3,432,767.38
4,025,542.90
5,569,520.80
5,583,236.35
290,578.66
295,518.49
296,233.49
293,441.84
293,511.62
296,s1 8.10
296,17?.70
296,316.65
286,526.94
284,568. l5
278,330.95
268,944.35
262,379.61
258,623.88
252,161.05
246,233.27
37,573,394.40 29,215,097.85 2,358,296.55 2,137,768.20
Savines Summary
PV ofsavings from oash flow
Plus: Refimding firnds on hand
Net PV Savings
2,137,768,20
440.00
2,138,208.20
MorganStanley
1103
Aug 25, 2075 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A Page3o
BOND DEBT SERVICE
Miami Beach City Center RDA
Series 2015 Ta.rable Refinding of Series 2005A
DatedDate l2/fin015
Delivory Date lZrclz0ls
period Annual
Ending Principal Coupon lnterest Debt Service Debt Service
o6l0u20t6
wl30/2016lzrctnorc 2,740,000 1.4260/o 350,009.73 3,090,009.73
06t07D01't 330,473.53 330,473.53
09B0n$nl2l0ta0t7 2,785,000 1.576% 330,473.53 3,115,473.53
332,509.24 332,509.24
06t0tD0t8
09130D0t8l2l}llz}lE 2,840,000 2.ll4o/o 308,527.73 3,148'527.73
06totD0L9
0913012019t2l0u20t9 2,915,000 2.693% 278,508.93 3,193,508.93
06l0tna20
0913012020
1210112020 3,600,000 2.943% 239,258.45 3,839,258.45
06t0tD02t
09t3012021l70ll202l 5,285,000 3.332o/o 186,284.45 5,471,284.45
06/0r/2022
09/30/2022l2/Oll2022 5,485,000 3.582o/o 98,236.35 5'583'236.35
09/3012023
332,509.24
3,420,483.26
3,424,001.26
3,427,036.66
3,432,767.38
4,025,5O.90
5,569,520.80
5,583,236.35
308,527.73 308,527.73
278,508.93 218,508.93
239,2s8.45 239258.45
186,284.45 186,284.45
98,236.35 98,236.35
25,650,000 3,565,097.E5 29,215,091.85 29,215,097.85
Morgan$tantey
1104
Atg25,2015 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT Apae,3t
NETDEBTSERVICE
Miami Beach City C-enter RDA
Series 2015 Taxable Refunding ofSeries 2005A
Period
Endiag Principal
Total Net
Interest Debt Service Debt Service
09/30t2016
09/30120t7
09/30D018
09/3012019
09R04'020
09R0D021
09R012022
09/30D023
2,740,000
2,785,000
2,940,000
2,915,000
3,600,000
5,295,000
5,485,000
33Ls09.24
680,483.26
639,001.26
587,036.66
517,767.38
425,542.90
284,520.80
98,236.35
332,509.24
3,420483.26
3,424p07.26
3,427,036.66
3,432,767.38
4,025,542,90
5,569,520.80
5,583,236.35
332,509.24
3,420,483.26
3424,00t.26
3,427,036.66
3,432,767.38
4,025,542,90
5,569,520.80
5,583,236.35
25,650,000 3,565,097.85 29,215,097.85 29,215,097.85
MorganStantey
1105
Aug 25, 2Ol 5 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A pase31
SI'MMARY OF BONDS REFT]NDED
Miaoi Beach City CentorRDA
Series 2015 Taxable Refunding ofSeries 20054
Matudty Interest Par
Date Raie Amount
Call
Price
Call
Date
Series 20054 (Taxable), 2005A_frCBOND tuotn|rc
1u01t2017
luotD0tS
railn0t9
LAUD020IBRM tU0y202t
laotD022
4.930o/o
5.010%
5.tttr/o
5.170%
s.2a0%
5.220%
5.220%
2,465,000.00
2,595,000.00
2,730,000.00
2,890,000.00
3,645,000.00
5,425,000.00
5,730,000.00
turcn0t5
r2n0t2015
12fi0n015
tut0r2075
tafinu5
tut0t20t5
tafin0t5
100.000
100.000
100.000
100.000
100.000
100,000
100.000
2s,470,000.00
MorganStan
1106
Aug 25, 2075 7:42pm Prepared by Morgan Stanley / ALC EXHIBIT Apageas
SOURCES AND USES OF FI]NDS
Miami Beach City Center RDA
Series 2015 Ta:<-Exempt Cunent Refrrnding of Series 20058
Dated Date tarcD|ts
Defivery Date 1211012015
Bond Proceeds:
Par Amouat
Premium
14,110,000.00
1,354,705.20
15,464,705.20
Refunding Escrow Deposit:
Cash Deposit
Delivery Date Expenses:
Cost oflssuance
Underwriter's Discount
OtherUses of Funils:
Additional Proceeds
15,365,010.00
28,220.00
70,550.00
98,770.00
925,20
15,464,745.20
MorganStantey
1107
Aug?5,2015 7:42pm Prepared by Morgan Stanley I ALC EXHIBIT A Pase34
BOND SUMMARY STATISTICS
Miqmi B€ach City Center RDA
Series 2015 Tat-Exempt Cunent Refunding ofSeries 20058
Bond Component
Dated Date
Delivery Date
First Coupon
Last Matrrity
Arbitrage Yield
True Interost Cost (TIC)
Netlntercst Cost(NIC)
All-InTIC
Average Coupon
Average Life (years)
rr)ireighted Average Maturity (yeam)
Duration of Issue (yean)
Par Amount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service
Maximum Aonual Debt Service
Average Annual Debt Service
Underwritels Fees (per $1000)
Average Takedown
Other Fee
Total Underrryrite/s Discouat
Bid Price
Par
Value Price
5.000000
109.101029
Average
Average Average MaturityCoupon Life Date
tut0t20t5
taL0D0t5
Mn12orc
l2t0tD022
2.6721640/o
2.2082560/o
2.358202%
2.2s5304%
4.5538t?o/o
4.145
4.2)5
3.862
14,1 I 0,000.00
15,464,705.20
2,663,402.s0
1,3',19247.30
16,7'.13,402.s0
2,366Js0.00
2JMJ88.89
s.000000
PVoflbp
change
Serial Bonds (fax-Exempt)t4,110,000.00 109.601 4.554%4.145 0113112020 1.867 5,861.65
14,1 10,000.00 5,861.65
All-In
TIC
fubibage
Yield
Par Value
+ Accrued Interest
+ Premium @iscount)
- Underuritels Discount
- Cost oflssuance Expense
- OtherAmounts
Targot Value
TErget Date
Yield
15,394,155.20
12r'fiD015
2.208256%
t4,1 t0,000.00
1,354Jos.20
(70,s50.00)
14,1 10,000.00
1354:705.20
(70,5s0.00)
(28220.00)
14,1 10,000.00
1,354,705.20
15,36sp3s.20
r2lfin0$
2.256304%
t5,464,705.20
t2lt0D0t5
2.6721640/o
MorganStantey
1108
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley / ALC EXHlBlr APaeels
Bond Component
Matuity
Date
BONDPRICING
Miami Beach City CentcrRDA
Series 2015 Tax-Exempt Current Refunding ofSeries 20058
Amount Rate Yield Price
Premium
(-Discount)
Serial Bonds (Tax-Exempt):
tuov20t6
0/01r20n
tuou20t8
tu$tn0t9
lu0y2020
ta0u202t" 12n1n022
1,795,000 2.0000/,
1,840,000 3.000o/o
1,905,000 4.00tr/o
1,990,000 4.0000/o
2,090,000 5.000p/o
2,190,000 5.000%
2,300,000 5.00070
0.640%
l.l30o/o
1.500a/o
1,7700/o
2.060%
2.360%
2.6200/o
101,3 19
103.641
fi7.247
10E.522
I 13.833
l14.63l
115.081
23,676.05
66,994.40
138,055.35
169,587.80
289,109.70
320,418.90
346,863.00
14,110,000 1,354,705.20
DatedDate
Delivery Date
First Coupon
ParAmount
Premium
Pmduction
Underwriter's Discount
Purchase Price
Accrued Interest
Net Proceeds
tut0l20l5
tarcl2ot5
0610U20L6
14,1 10,000.00
t,3s4,70s20
15,464,705,20
(70,550.00)
109.60t029%
(0.500000%)
15,394,155.20 t09.101029%
t 5,394,155.20
MorEan $antey
1109
Aug 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page36
SI.]MMARY OF REFUNDING RESIJLTS
Miami Beach City CenterRDA
Series 2015 Tax-Exempt Cunent Refinding ofSeries 20058
Dated Date
Delivery Dab
Arbitrage yield
Escrowyield
Value of Negative Arbihage
BondParAmormt
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount ofrefunded bonds
Average coupon ofrefunded bonds
Average life ofrefunded bonds
PV ofprior debt b l?rcn}$ @2.672164r/'
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refuntling bonds
wrcnols
tut0l20t5
2.672t640/o
0.000000/o
14,110,000.00
22082560/o
2.3582020/o
4.5538170/o
4.145
15,365,000.00
4.E213670/o
4.169
16,643,818.60
1,520,053.83
9.892963%
10.772883%
MorganStantey
1110
Aug 25, 2015 7 :42 pm Prepared by Morgan Stanley / ALC EXHIBIT Arage:z
SAVINGS
Mismi leso6 gitY Center RDA
Series 2015 Tax-Exempt Current Refirnding ofSeries 20058
Present Value
Prior Refimding b 1?rc12015
Debt Service Debt Service Savings @ 2.6721641%
wR0D016
09l30D0t7
09130D0t8
0913012019
09t30D020
09/30D021
09/302022
09t30D023
353,993.75
2,583,125.00
2,581,500.00
2,580,000.00
2,588,125.00
2,592,250.00
2,586,250.00
2,588,125.00
273,552.50
2,35\950.00
2,352,400.00
2,351,700.00
2,358,800.00
2,366,750.A0
2,359,750.00
2,357,500.00
80,441.25
230,175.00
229,100.00
228,300.00
229,325.00
225,500.00
226,500.00
230,625.00
79,199.91
223,581.20
216,978.28
210,724.52
206,305.70
197,47',1,41
193,216.80
191,644,81
18,453,368.75 16,773,402.50 1,679,966.25 1,519,128.63
Savines Summary
PV ofsavings from oash flow
Plus: Refunding funds on hand
Net PV Savings
r,519,128.63
925.20
1,520,053.83
Morgan$anley
1111
Aug 25, 2075 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page 38
Period
Endiag
BONDDEBTSERVTCE
Miami Beach City Center RDA
Series 2015 Tax-Exempt CuuentRefunding ofSeries 20058
Dated Date lUl0l20l5
Delivery Date l?l0l20l5
Principal Coupon Debt Service
Annual
Debt Service
a6t0tt20t6
09130D016
t2l0tD0l6
06t0tD0t7
09130D0t7
taou20t7
06lolDot8
09130t2018
t2t0u20t8
06t0tn0t9
09R0/2019
tzt0u20t9
06t0tDo20
09t30D020
tuot/2020
o6t0tD02l
09t3012021
12t0y2021
06/0lDazz
09/3012022
taolD022
09/3012023
1,795,000
1,840,000
1,905,000
1,990,000
2,090,000
2,190,000
2,300,000
3.000o/o
4.000%
s.000%
5.0007o
273,s52.50
287,950"00
270,000.00
270,000.00
242,440.00
242,4A0.00
204,300.00
204,300.00
164,500.00
164,500.00
112,250.00
112,250.00
57,500.00
57,s00.00
n3,552.50
2,082,950.00
270,000.00
2,1 10,000.00
242,400.00
2,147,400.00
204,300.00
2,194,300.00
164,500.00
2,254,500.00
I12,250.00
273,552.50
2,352,950.00
2,352,400.00
2,351,700.00
2,358,800.00
2,366,750.00
2,302,250.00
57,500,00
2,359,750.00
2,357,500.00
2,357,500.00
l4.l 10,000 2,663,402.50 16,773,402,50 16,7'.13,402.50
MorganStantey
1112
Aug25,2Al5 7:42pm Prepared by Morgan Stanley / ALC EXHlBlr Apaee gs
Period
Ending
NETDEBTSERVICE
Miami Beach City C€nter RDA
Series 2015 Ta:<-Exempt Current Refunding of Series 20058
Total Net
Principal Intercst Debt Service Debt Service
09t30t2016
09/30t2017
09/30D0t8
09/30D019
09/30n020
09i30n021
09/3A12022
09/30D023
1,795,000
1,840,000
I,905,ooo
l,ggo,ooo
2,090,000
2,l9o,ooo
2,300,000
273,552.50
557,950.00
512,400.00
446,700.00
368,800.00
276,750.00
169,750.00
57,500.00
213,552.50
2,352,9s0.00
2,352,400.00
2,351,700.00
e358,800.00
2,366,750.00
2,359,750.00
2,357,500.00
273,552.50
2,352,950.00
2,352,404.04
2,351,700.00
2,358,800,00
2,366,750.00
2,359,750.00
2,357,500.00
14,1 10,000 2,663402.50 16,773,402.50 16,773,402.50
MorganStantey
1113
Aug 25, 2015 7:42 pm Prepared by Morgan Stanley / ALC EXHIBIT A page4o
SUMMARY OF BONDS REFI]NDED
Miami Beach City Center RDA
Series 2015 Tax-Exempt Current Refunding ofSeries 20058
Bond
Maturity
Date
lnterest
Rate
Par Call
Amount Date
Call
Price
Series 20058 @xempt), 2005B:BOND tA0tD0t6
7U0tn0r7
l2/0ll20tE. t2l0y20t9
1?,0rn020
12l0rD02t
1210112022
5.000%
5.000o/o
5.000%
5.000%
4.000o/o
5.000%
5.000%
1,885,000.00
1,980,000.00
2,080,000.00
2,195,000.00
2,300,000.00
2,400,000.00
2,525,000.00
tul0l20ls
tanDot5
tanDot5
tzlt0l20t5
121t0t2015
tana0t5
rut02;0t5
100.000
100.000
100.000
100.000
100.000
100.000
100.000
15,365,000.00
NlorganStantey
1114
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Miami Beach Convention Center
Renovation & Expansion Budget
August 21,2A15
EXHIBIT E
%
Convention
Center Parking
%ol
Totel Total
88.996%
$44s,294,96t
17.004%
$5s,059,247 Ssoo,343,3o7 83.90%Total Contractor Costs
Ownels Costs
Deslgn Fees (Fentress Achitects)
ProJect Oversight
Art in Public Places (AIPP)
FF&E
Other Owner Costs
Subtotal
Owner's Contingenw 8;.75%
TOIAL
23,527,528
5,639,794
s,784,72,L
6,830,945
4,459,769
497,526,8L8
40,040,813
$s31,567,631
2,949,172
697,3s9
7],5,279
0
551,449
26,436,700 443%
5,337,153 l,06o6
6,s00,000 1.09%
5,830,94s L,r,%
5,011,219 0.U%
59,932,505 55L,459,324 92.47%
4,879,254 44,920,063 7.53%
$64,8u,756 $596,379,387 1oo.oo%
F:\cmgA$ALL\Convention CenterlBudgets _Bonds\CMr Budget 2015 08 21 (FCWC)
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1124
RESOLT]TION NO.
A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF
NOT MORE THAN $43O,OOO,OOO IN AGGREGATE PRINCIPAL AMOLTNT
OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT
REVENUE BONDS (CITY CENTER/HISTORIC CONVENTION VILLAGE)
(THE "SERIES 2015 BONDS"), FOR THE PURPOSE OF REFLINDING THE
AGENCY'S OUTSTANDING PRIOR BONDS AND FINANCING CERTAIN
PUBLIC IMPROVEMENTS; PROVIDING FOR THE ISSUANCE OF
ADDITIONAL BONDS ON A PARITY THEREWITH; PROVIDING FOR THE
SECURITY AND PAYMENT OF ALL BONDS ISSUED PURSUANT TO
THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE SERIES
2OI5 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 2015 BONDS TO THE EXECUTIVE
DIRECTOR OF THE AGENCY, INCLUDING WHETHER TO SECURE A
CREDIT FACILITY AND/OR A RESERVE ACCOUNT INSURANCE
POLICY, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED
HEREIN; APPOINTING TINDERWRITERS, PAYING AGENT, REGISTRAR,
ESCROW AGENT AND DISCLOSURE DISSEMINATION AGENT;
APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT
FOR THE SERIES 2OI5 BONDS AND AUTHORIZING EXECUTION OF THE
FINAL OFFICIAL STATEMENT FOR THE SERIES 2OI5 BONDS;
AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2OI5 BONDS
AND APPROVING THE FORM AND AUTHORIZING EXECUTION OF THE
BOND PURCHASE. AGREEMENT FOR THE SERIES 2OI5 BONDS;
APPROVING THE FORMS AND AUTHORIZING EXECUTION OF
ESCROW DEPOSIT AGREEMENTS FOR THE OUTSTANDING PRIOR
BONDS, COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN
CONNECTION WITH THE SERIES 2015 BONDS AND APPROVING THE
FORM AND AUTHORIZING EXECUTION OF A CONTINUING
DISCLOSURE AGREEMENT; AUTHORIZING OFFICERS AND
EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2015 BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE,.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency"), a public body
corporate and politic, has been duly created and established to transact business and exercise
powers under and pursuant to the Florida Community Redevelopment Act, Chapter 163, Part III,
Florida Statutes, as amended (together with other applicable provisions of law, the "Act"),
including the issuance of revenue bonds, in order to achieve the purposes of redevelopment as set
forth in the Act; and
WHEREAS, all the requirements of law have been complied with in the creation of the
Agency, the adoption and amendment of a redevelopment plan (the "Redevelopment Plan")
under the Act for that portion of the City of Miami Beach described in the Redevelopment Plan
and known as the "City Center/Historic Convention Village Redevelopment and Revitalization
003-4430-4561/ 4 lAMERTCAS
1125
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; and
WHEREAS, in connection with the Redevelopment Plan, the Agency has heretofore
issued multiple series of bonds, of which the following are currently outstanding: (i) $29,105,000
Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1998A
(City Center/Historic Convention Village), outstanding in the principal amount of $10,000,000
(the "Outstanding Series 1998,4. Bonds"), (ii) $51,440,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic
Convention Village), outstanding in the principal amount of $27,815,000 (the "Outstanding
Series 20054 Bonds"), and (iii) $29,930,000 Miami Beach Redevelopment Agency Tax
Increment Revenue Refunding Bonds, Series 20058 (City Center/Historic Convention Village),
outstanding in the principal amount of $17,175,000 (the "Outstanding Series 20058 Bonds" and,
together with the Outstanding Series 19984. Bonds and the Outstanding Series 20054 Bonds, the
"Outstanding Prior Bonds"), pursuant to Resolution No. 150-94, adopted by the Board of
Commissioners of the Agency (the "Commission") on January 5, 7994, as supplemented (the
"Prior Bond Resolution"); and
WHEREAS, the Agency desires to finance certain public improvements in accordance
with the Redevelopment Plan, as more particularly described in Exhibit A attached hereto and
made a part hereof (collectively, the "Series 2015 Redevelopment Project"); and
WHEREAS, pursuant to that certain Third Amendment to Interlocal Agreement dated
January 20,2015, among Miami-Dade County, Florida, the City of Miami Beach, Florida, (the
"City") and the Agency, entered into in connection with the financing of the Series 2015
Redevelopment Project, it is necessary to refund the Outstanding Prior Bonds; and
WHEREAS, in order to refund the Outstanding Prior Bonds and finance the Series 2015
Redevelopment Project, the Agency desires to issue its Tax Increment Revenue Bonds, as more
particularly described in this Resolution (the "Series 2015 Bonds"); and
WHEREAS, the Agency also desires to set forth the provisions pursuant to which it may
issue bonds on a parity with the Series 2015 Bonds and to make provision for the rights and
security of the Holders of all bonds issued hereunder; and
WHEREAS, the Commission has determined that it is in the best interest of the Agency
to delegate to the Executive Director of the Agency, who shall rely upon the recommendations of
the Chief Financial Officer of the City (the "Chief Financial Officer") and RBC Capital Markets,
LLC, the Agency's financial advisor (the "Financial Advisor"), the determination of various
terms of the Series 2015 Bonds, whether to secure a Credit Facility and/or Reserve Account
Insurance Policy (as such terms are hereinafter defined) with respect to the Series 2015 Bonds,
the final award of the Series 2015 Bonds, and certain other actions in connection with the
issuance of the Series 2015 Bonds and the refunding of the Outstanding Prior Bonds, all as
provided and subject to the limitations contained herein; and
o03-4430-456L/ 4 /AMERtCAS
1126
WHEREAS, the Agency has determined that due to the character of the Series 2015
Bonds, current favorable market conditions, the uncertainty inherent in a competitive bidding
process and the recommendations of the Financial Advisor, it is in the best interest of the Agency
to authorize the negotiated sale of the Series 2015 Bonds; and
WHEREAS, in connection with the issuance of the Series 2015 Bonds, the requirements
of Ordinance No. 2007-3582, adopted by the Mayor and City Commission of the City on
November 21,2007, including the holding of two public hearings, have been complied with prior
to the adoption of this Resolution;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRPERSON AND
ME,MBERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY:
ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION l0l. DEFINITIONS. In addition to the terms defined elsewhere in this
Resolution, as used in this Resolution, the following terms shall have the following meanings:
"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 Chairperson
in the Chairperson's Certificate with respect to the Series 2015 Bonds and pursuant to any
resolution authorizing any other Series of Bonds with respect to such other Series of Bonds.
"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), 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 2015 Bonds, authorized to be issued pursuant to this
Resolution, together with any additional parity Bonds hereafter issued pursuant to this
Resolution.
"Bondholder", "Holder", "Holder of Bonds" or "Owner" or any similar term, shall mean
any person, who shall be the registered owner of any Outstanding Bond or Bonds.
"Chairperson" shall mean the Chairperson of the Agency or in the absence or disability of
the Chairperson, the Vice Chairperson of the Agency or the officers succeeding to their principal
functions.
003-4430-4561/ 4 lAMERtCAS
1127
"Chairperson's Certificate" shall mean the Certificate to be executed by the Chairperson
on or prior to the date of initial issuance of the Series 2015 Bonds, which Certificate shall
provide the details of the Series 2015 Bonds.
"City" shall mean the City of Miami Beach, Florida.
"Code" shall mean the Intemal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder and applicable regulations promulgated under the
Internal Revenue Code of 1954, as amended.
"Commission" shall mean the Board of Commissioners of the Agency, being the
Chairperson and members of the Agency.
"County" shall mean Miami-Dade County, Florida.
"Credit Facility" shall mean an irrevocable letter of credit, policy of municipal bond
insurance, guaranty, purchase agreement, credit agreement or similar facility in which the entity
providing such facility irrevocably agrees to provide funds to make payment of the principal of
and interest on Bonds.
"Debt Service Requirement" for any period, as applied to all of the Bonds or all of the
Bonds of any Series (as appropriate), shall mean the respective amounts which are needed to
provide:
(a) for paying the interest on all Bonds or all Bonds of such Series (as
appropriate) then Outstanding which is payable on each Interest Payment Date in such
period,
(b) for paying the principal of all Serial Bonds or all Serial Bonds of such
Series (as appropriate) then Outstanding which is payable upon the maturity of such
Serial Bonds in such period, and
(c) the Amortizatton Requirements, if any, for all Term Bonds or the Term
Bonds ofsuch Series (as appropriate) for such period.
If all or a portion of the principal of (including, without limitation, Amortization
Requirements) or interest on a Series of Bonds is payable from funds irrevocably set aside or
deposited for such purpose, together with projected earnings thereon to the extent such earnings
are projected to be from Permitted Investments, such principal or interest shall not be included in
determining Debt Service Requirements if such funds and/or Permitted Investments will provide
moneys which shall be sufficient to pay when due such principal or interest.
003- 4 430 - 456L / 4 / AM E R rCAS
1128
"Defeasance Obligations" shall mean to the extent permitted by law:
(a) Direct general obligations of, or obligations the timely payment of the
principal of and the interest on which is unconditionally guaranteed by, the United States
of America; and
(b) Evidences of indebtedness issued by the Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation
certificates), Federal Land Banks, Federal Financing Banks, or any other agency or
instrumentality of the United States of America created by an act of Congress which is
substantially similar to the foregoing in its legal relationship to the United States of
America; provided that the obligations of such agency or instrumentality are
unconditionally guaranteed by the United States of America or any other agency or
instrumentality of the United States of America; and
(c) Evidences of ownership of proportionate interests in future interest and
principal payments on specified obligations described in (a) above held by a bank or trust
company as custodian, under which the owner of the investment is the real party in
interest and has the right to proceed directly and individually against the obligor on the
underlying obligations described in (a) above, and which underlying obligations are not
available to satisfy any claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(d) Obligations described in Section 103(a) of the Code which do not permit
redemption prior to maturity at the option of the obligor and provision for the payment of
the principal of, premium, if any, and interest on which shall have been made by the
irrevocable deposit with a bank or trust company acting as a trustee or escrow agent for
the holders of such obligations, direct general obligations of the United States of
America, the maturing principal of and interest on which, when due and payable, will
provide sufficient monies to pay when due the principal of, premium if any, and interest
on such obligations, and which direct general obligations of the United States of America
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 ofsuch insolvency.
"Executive Director" shall mean the Executive Director of the Agency.
"General Counsel" shall mean the General Counsel of the Agency, currently the City
Attorney of the City.
"Fiduciaries" shall mean the Paying Agent and the Registrar appointed and acting under
this Resolution.
"Fiscal Year" shall mean that period commencing on October 1, and continuing to and
including the next succeeding September 30, or such other annual period as may be prescribed
by law or by the Agency in accordance with law.
003 - 4 430 -456r / 4 / AM ER r CAS
1129
"lnterest Payment Date" shall mean for each Series of Bonds such dates on which interest
on the Bonds is payable on such Bonds that are Outstanding, as set forth in the proceedings of
the Agency providing for the issuance of such Series of Bonds.
"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.
"Outstanding" when used with reference to the Bonds, shall mean, as of any date of
determination, all Bonds theretofore authenticated and delivered except:
(a) Bonds theretofore cancelled by the Registrar or delivered to the Registrar
for cancellation;
(b) Bonds which are deemed paid and no longer Outstanding as provided
herein;
(c) Bonds in lieu of which other Bonds have been issued pursuant to the
provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory
to the Registrar has been received that any such Bond is held by a bona fide purchaser;
and
(d) For purposes of any consent or other action to be taken hereunder by the
Holders of a specified percentage of principal amount of Bonds, Bonds held by or for the
account of the Agency.
"Paying Agent" shall mean any bank or trust company or any successor bank or trust
company appointed by the Agency to act as Paying Agent hereunder.
"Permitted Investments" shall mean and include such obligations as shall be permitted to
be legal investments of the Agency by the laws of the State.
"Pledged Funds" shall mean, collectively, (i) the Trust Fund Revenues, and (ii) except for
moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments
held in the funds and accounts created and established by this Resolution.
"Redevelopment Area" shall mean the "City Center/Historic Convention Village
Redevelopment and Revitalization Area" located within the City and found by the City to be a
"blighted area" within the meaning of the Act and described in the Redevelopment Plan, as the
geographic boundaries of such area may be changed from time to time as permitted under the
Act.
"Redevelopment Plan" shall mean the redevelopment plan for the Redevelopment Area
originally adopted by the Agency by Resolution No. 128-93 adopted on February 72,1993 and
approved by the City by Resolution No. 93-20721 adopted on February 12, 1993 and by the
County by Resolution No. 317-93 adopted on March 30, 1993, as the same has been and may be
amended from time to time.
003 -4 430 -4s6 t / 4 /A M E R rCAS
1130
"Redevelopment Projects" shall mean the particular community redevelopment projects
undertaken by the Agency pursuant to the Redevelopment Plan within the Redevelopment Area
in accordance with the Act, including the Series 2015 Redevelopment Project.
"Registrar" shall mean the officer of the Agency or a bank or trust company appointed by
the Agency, located within or without the State of Florida, who or which shall maintain the
registration books of the Agency and be responsible for the transfer and exchange of the Bonds.
"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 rated, at the time of deposit in the Debt Service Reserve Account, in one
of the two highest rating categories of Fitch Ratings Inc. or any successors thereof, Moody's
Investors Service, Inc. or any successors thereof or Standard & Poor's Ratings Services or any
successors thereof.
"Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of
credit, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitutiqn
for cash or securities on deposit therein. The issuer providing such letter of credit shall be rated,
at the time of deposit into the Debt Service Reserve Account, in one of the two highest rating
categories of Fitch Ratings Inc. or any successors thereof, Moody's Investors Service, Inc. or any
successors thereofor Standard & Poor's Ratings Services or any successors thereof.
"Reserve Account Requirement" shall mean the least of (i) Maximum Annual Debt
Service on all Bonds Outstanding, (ii) 125% of Average Annual Debt Service on all Bonds
Outstanding, or (iii) 10% of the proceeds of the Bonds within the meaning of the Code.
"Resolution" shall mean this Resolution as the same may from time to time be amended
and supplemented in accordance with the terms hereof.
"Secretary" shall mean the Secretary of the Agency.
"Serial Bonds" shall mean the Bonds of any Series which shall be stated to mature in
annual installments but not including Term Bonds.
"Series" shall mean all of the Bonds authenticated and delivered on original issuance and
pursuant to this Resolution or any supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution
for such Bonds pursuant to Article II hereof, regardless of variations in maturity, interest rate or
other provisions.
"series 2015 Bonds" shall mean the Bonds authorized to be issued under Section 201 of
this Resolution.
"Series 2015 Redevelopment Project" shall mean the construction of certain public
improvements within the Redevelopment Area being financed with proceeds of the Series 2015
Bonds and more particularly described in Exhibit A hereto.
003-4430 -456t / 4 lAM ERTCAS
1131
"State" shall mean the State of Florida.
"Taxable Bonds" shall mean Bonds the interest on which is not intended at the time of
issuance thereof to be excluded from gross income of the holders thereof for federal income tax
purposes.
"Tax-Exempt Bonds" shall mean Bonds the interest on which is excludable from gross
income of the holders thereof for federal income tax purposes.
"Term Bonds" shall mean the Bonds of any Series which shall be stated to mature on one
date and for the amortrzation of which payments are required to be made into the Bond
Redemption Account in the Sinking Fund.
"Trust Fund" shall mean the City Center/Historic Convention Village Redevelopment
and Revitalization Trust Fund established by Ordinance No. 93-2836 adopted by the City on
February 24, 1993 and by Ordinance No. 93-28 enacted by the County on April 27, 1993 rn
accordance with the Act.
"Trust Fund Revenues" shall mean the revenues derived from the Redevelopment Area
and received by the Agency for deposit in the Trust Fund pursuant to Section 163.387, Florida
Statutes, as amended, Ordinance No. 93-2836 adopted by the City on February 24, 7993, as
amended from time to time, including Ordinance No. 2014-3901 adopted by the City on
November 8,2074, and Ordinance No. 93-28 enacted by the County on April 27, 7993, as
amended from time to time, including Ordinance No. 14-133 enacted by the County on
December 16,2014.
"Underwriters" shall mean Morgan Stanley & Co. LLC, Wells Fargo Bank, National
Association, Merrill Lynch, Pierce, Fenner &, Smith Incorporated, Raymond James &
Associates, Inc. and Loop Capital Markets LLC.
Words importing singular number shall include the plural number in each case and vice
versa, and words importing persons shall include firms and corporations. Words that appear in
this Resolution in lower case form shall have the meanings ascribed to them in the definitions
unless the context shall otherwise indicate. The words "Bond", "Owner", "Holder" and "person"
shall include the plural as well as the singular number unless the context shall otherwise indicate.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act.
SECTION 103. FINDINGS. The recitals to this Resolution are incorporated herein as
findings. In addition, it is hereby ascertained, determined and declared that:
(a) The Agency is authorized to receive, deposit and apply the Trust Fund
Revenues pursuant to the Act.
(b) It is necessary and desirable to issue the Series 2015 Bonds in order to
refund the Outstanding Prior Bonds and finance the Series 2015 Redevelopment Project.
003-4430-4561/ 4 lAMERTCAS
1132
(c) The principal of and interest on the Bonds and all required sinking fund,
reserve and other payments shall be payable solely from the Pledged Funds. None of the
City, the County, or the State of Florida or any political subdivision thereof or
governmental authority or body therein shall ever be required to levy ad valorem taxes to
pay the principal of or interest on the Bonds or to make any of the sinking fund, reserve
or other payments required by this Resolution or the Bonds, and the Bonds shall not
constitute indebtedness of the Agency, the City, the County, the State or any political
subdivision thereof within the meaning of any constitutional, statutory or other provision
or limitation or a lien upon any property owned by or situated within the corporate
territory of the Agency or the City, except as provided herein with respect to the Pledged
Funds.
SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In consideration of the
acceptance of the Bonds authorized to be issued hereunder by those who shall own the same
from time to time, this Resolution shall be deemed to be and shall constitute a contract between
the Agency and such Bondholders, and the covenants and agreements herein set forth to be
performed by the Agency shall be for the equal benefit, protection and security of the owners of
any and all of such Bonds, all of which shall be of equal rank and without preference, priority, or
distinction of any of the Bonds over any other thereof except as expressly provided therein and
herein.
IEND OF ARTICLE I]
003 -4 430 -456 L / 4 /A M E R I CAS
1133
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS
SECTION 201. AUTHORIZATION OF THE SERIES 2015 BONDS. Subject and
pursuant to the provisions of this Resolution, one or more Series of Bonds of the Agency to be
known as Tax Increment Revenue Bonds, Series (City Center/Historic Convention
Village) (the "Series 2015 Bonds"), or such other designation as shall be set forth in the
Chairperson's Certificate, are hereby authorized to be issued in an aggregate principal amount
not to exceed Four Hundred Thirty Million Dollars ($430,000,000), for the purpose of providing
funds, together with any other available moneys, to refund the Outstanding Prior Bonds, to
finance the Series 2015 Redevelopment Project, to fund the Debt Service Reserve Account and
to pay costs of issuance of the Series 2015 Bonds, which Bonds may be issued all at one time or
from time to time, and designated as to Series, as shall be determined by the Executive Director,
after consultation with the Chief Financial Officer and the Financial Advisor, and set forth in the
Chairperson's Certificate. The refunding of the Outstanding Prior Bonds and the financing of
the Series 2015 Redevelopment Project and its acquisition is hereby authorized.
Subject to the limitations contained herein, the Series 2015 Bonds shall be issued in such
aggregate principal amount, shall be dated, shall mature on such dates and in such years, but not
later than March 31., 2044, and in such amounts, shall be issued as Tax-Exempt Bonds or
Taxable Bonds or a combination thereof, shall be in the form of Serial Bonds or Term Bonds or a
combination thereof, shall have such Interest Payment Dates, shall bear interest at such fixed
rates not to exceed the maximum rate permitted by law, shall have such Amortization
Requirements, if any, and shall be subject to redemption at such times and at such prices, all as
shall be determined by the Executive Director, after consultation with the Chief Financial Officer
and the Financial Advisor, and set forth in the Chairperson's Certificate.
The Commission hereby appoints U.S. Bank National Association as Registrar and
Paying Agent for the Series 2015 Bonds.
If the Executive Director determines, in reliance upon the recommendations of the Chief
Financial Officer and the Financial Advisor, that there is an economic benefit to the Agency to
secure and pay for a Credit Facility andlor a Reserve Account Insurance Policy with respect to
all or a portion of the Series 2015 Bonds, the Executive Director is authorized to secure a Credit
Facility and/or a Reserve Account Insurance Policy with respect to all or a portion of the Series
2015 Bonds. The Executive Director is authorized to provide for the payment of any premiums
for such Credit Facility and/or Reserve Account Insurance Policy from the proceeds of the Series
2015 Bonds. The Chairperson is authorized, after consultation with the General Counsel, to
enter into, execute and deliver such agreements as may be necessary to secure such Credit
Facility andlor Reserve Account Insurance Policy, the execution and delivery by the Chairperson
of any such agreements for and on behalf of the Agency to be conclusive evidence of the
Agency's approval of securing such Credit Facility and/or Reserve Account Insurance Policy and
of such agreements. Any agreements with any providers of a Credit Facility and/or Reserve
Account Insurance Policy shall supplement and be in addition to the provisions of this
Resolution.
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The Commission hereby approves the distribution of copies of the Preliminary Official
Statement with respect to the Series 2015 Bonds (the "Preliminary Official Statement") in
substantially the form presented at this meeting, subject to such changes, modifications,
insertions and omissions and such filling-in of blanks therein as may be approved by the
Executive Director, after consultation with the Chief Financial Officer and the General Counsel.
The Chairperson or his designee, after consultation with the Chief Financial Officer and the
General Counsel, is hereby authorized to deem the Preliminary Official Statement "final" for
purposes of Securities and Exchange Commission Rule I 5c2-12 (the "Rule") and to execute any
certificates in connection with such finding. The Chairperson and the Executive Director are
hereby authorized to execute the Official Statement with respect to the Series 2015 Bonds (the
"Official Statement") on behalf of the Agency, in substantially the form of the Preliminary
Official Statement presented at this meeting with such changes, modifications, insertions and
omissions and such filling-in of blanks therein as shall be necessary to evidence the terms of the
Series 2015 Bonds or as may be approved by the Executive Director, with such execution to
constitute conclusive evidence of the Agency's approval of the Preliminary Official Statement
and the Official Statement. The use of the Preliminary Official Statement and the Official
Statement in the marketing and sale of the Series 2015 Bonds is hereby approved.
For the reasons stated in the recitals to this Resolution, the negotiated sale of the Series
2015 Bonds to the Underwriters is hereby authorized at a purchase price (not including original
issue premium or original issue discount) of not less than 99o/o of the aggregate principal amount
of the Series 2015 Bonds (the "Minimum Purchase Price") and at a true interest cost rate ("TIC")
not to exceed 6.50% (the "Maximum TIC"). The Executive Director, after consultation with the
Chief Financial Officer and the Financial Advisor, is hereby authorized to award the Series 2015
Bonds to the Underwriters at a purchase price of not less than the Minimum Purchase Price and
at a TIC not in excess of the Maximum TIC.
The Chairperson is hereby authorized to execute the Bond Purchase Agreement (the
"Bond Purchase Agreement") for the purchase of the Series 2015 Bonds by the Underwriters,
upon compliance by the Underwriters with any and all requirements of Florida Statutes, Section
218.385, in substantially the form presented at this meeting, subject to such changes,
modifications, insertions and omissions and such filling-in of blanks therein as may be necessary
to evidence the terms of the Series 2015 Bonds or as may be approved by the Executive Director,
after consultation with the Chief Financial Officer and the General Counsel. The execution and
delivery of the Bond Purchase Agreement by the Chairperson for and on behalf of the Agency
shall be conclusive evidence of the Agency's acceptance of the Underwriters proposal to
purchase the Series 2015 Bonds and approval of the Bond Purchase Agreement.
The Chairperson is hereby authorized to execute and deliver two Escrow Deposit
Agreements to provide for the defeasance, payment and, as applicable, redemption of the
Outstanding Prior Bonds (collectively, the "Escrow Deposit Agreements"), each with U.S. Bank
National Association, which is hereby appointed escrow agent thereunder (the "Escrow Agent"),
in substantially the forms presented at this meeting, 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 the Chief Financial Officer and the
General Counsel. To the extent provided in the Escrow Deposit Agreements, the purchase of
Defeasance Obligations (as defined in the Prior Bond Resolution) from the proceeds of the Series
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2015 Bonds and any other available moneys in order to provide for the defeasance, payment and,
as applicable, redemption of the Outstanding Prior Bonds is hereby authorized and approved.
The execution and delivery of the Escrow Deposit Agreements by the Chairperson for and on
behalf of the Agency shall be conclusive evidence of the Agency's approval of the redemption
prior to maturity of any Outstanding Prior Bonds, the Escrow Deposit Agreements and the
purchase of any such Defeasance Obligations.
In accordance with the provisions of the Prior Bond Resolution, there is created pursuant
to each of the Escrow Deposit Agreements a separate Escrow Deposit Trust Fund (as defined in
each of the Escrow Deposit Agreements) to be held by the Escrow Agent, for the deposit of
proceeds of each such Series of Series 2015 Bonds and any other available moneys to be applied
as provided in each of the Escrow Deposit Agreements.
For the benefit of the holders and beneficial owners from time to time of the Series 2015
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, the Executive
Director is hereby authorized and directed to enter into, execute and deliver, in the name and on
behalf of the Agency, a Disclosure Dissemination Agent Agreement (the "Continuing Disclosure
Agreement") with Digital Assurance Certification, L.L.C., which is hereby appointed as
disclosure dissemination agent with respect to the Series 2015 Bonds, in substantially the form
presented at this meeting, 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,
afrer consultation with the General Counsel. The execution and delivery of the Continuing
Disclosure Agreement by the Executive Director for and on behalf of the Agency shall be
conclusive evidence of the Agency's approval of the Continuing Disclosure Agreement.
Notwithstanding any other provisions of this Resolution, any failure by the Agency or the City to
comply with any provisions of the Continuing Disclosure Agreement shall not constitute a
default under this Resolution and the remedies therefor shall be solely as provided in the
Continuing Disclosure Agreement.
The Executive Director is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the Agency with the Continuing
Disclosure Agreement, including the timely provision of information and notices. Prior to
making any filing in accordance with such agreement, the Executive Director may consult with,
as appropriate, the General Counsel or the Agency's disclosure 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 disclosure counsel in determining
whether a filing should be made.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise specified 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
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f'ederal income tax purposes of the interest on any Tax-Exempt 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 specihed by the Agency in subsequent proceedings, the Bonds of a
Series shall be dated as set forth in a Chairperson's Certificate as to the Series 2015 Bonds and
pursuant to subsequent resolution of the Agency as to the issuance of any other Series of Bonds;
shall be payable in any coin or currency of the United States of America that is legal tender at the
time of such payment; shall bear interest from their date at a fixed rate not exceeding the legal
rate per annum, with interest paid to the registered Holder thereof on each Interest Payment Date
by the Paying Agent at the address shown on the registration books of the Agency (held by the
Registrar) at the close of business on the l5th 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"); shall be
in denominations of $5,000 or any integral multiples thereof as to the Series 2015 Bonds and as
determined pursuant to subsequent resolution of the Agency relating to the issuance of any other
Series of Bonds; and shall mature on such dates, in such years and in such amounts, as set forth
in a Chairperson's Certificate as to the Series 2015 Bonds and as provided for pursuant to
subsequent resolution of the Agency relating to any other Series of Bonds. Notwithstanding
anything in this paragraph to the contrary, any interest not punctually paid on an Interest
Payment Date shall forthwith cease to be payable to the registered Holder on the Regular Record
Date and may be paid to the registered Holder as of the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall
be given not less than 10 days prior to such special record date to the registered Holders.
The principal of and redemption premium, if any, on the Bonds shall be payable upon
presentation and surrender at the designated office of the Paying Agent. Interest on the Bonds
shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners
of the Bonds on each Interest Payment Date; provided, however, that (i) if ownership of Bonds is
maintained in a book-entry only system by a securities depository, such payment may be made
by automatic funds transfer to the securities depository or its nominee or (ii) if such Bonds are
not maintained in a book-entry only system by a securities depository, upon written request of
the Holder of $ 1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such Holder (such bank being
a bank within the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due to such Holder.
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each Series, other than
the Series 2015 Bonds, may be subject to redemption prior to maturity at such times, at such
redemption prices and upon such terms in addition to the terms contained in this Resolution as
may be determined pursuant to subsequent resolutions of the Agency, which subsequent
resolutions may contain different redemption notice provisions than those contained in this
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Resolution. The redemption provisions for the Series 2015 Bonds shall be established in the
manner described in the second paragraph of Section 201 of this Resolution.
Notice of redemption for Bonds being redeemed shall be given by deposit in the U.S.
mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than
sixty (60) days before the redemption date to all registered owners of the Bonds or portions of
the Bonds to be redeemed at their addresses as they appear on the registration books to be
maintained in accordance with the provisions hereof. Failure to mail any such notice to a
registered owner of a Bond, or any defect therein, shall not affect the validity of the proceedings
for redemption of any Bond or portion thereof with respect to which no failure or defect
occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by
each Bond being redeemed, the date of publication, if any, of a notice of redemption, the name
and address of the Registrar and Paying Agent, the redemption price to be paid and, if less than
all of the Bonds then outstanding shall be called for redemption, the distinctive numbers and
letters, including CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of
Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.
If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond
shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or
Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. Any
notice mailed as provided in this Section shall be conclusively presumed to have been duly
given, whether or not the owner of such Bond receives such notice.
In the case of an optional redemption of Bonds, the redemption notice may state that (a) it
is conditioned upon the deposit of moneys with the Paying Agent or with a bank, trust company
or other appropriate fiduciary institution acting as escrow agent (the "escrow agent"), in amounts
necessary to effect the redemption, no later than the redemption date, or (b) the Agency retains
the right to rescind such notice on or prior to the scheduled redemption date (in either case, a
"Conditional Redemption"), and such notice and optional redemption shall be of no effect if such
moneys are not so deposited or if the notice is rescinded as described in this Section. Any such
notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any
Conditional Redemption may be rescinded at any time prior to the redemption date if the Agency
delivers a written direction to the Registrar directing the Registrar to rescind the redemption
notice. The Registrar shall give prompt notice of such rescission to the affected Bondholders.
Any Bonds subject to Conditional Redemption where redemption has been rescinded shall
remain Outstanding, and neither the rescission nor the failure by the Agency to make such
moneys available shall constitute a default under this Resolution.
Notice having been given in the manner and under the conditions described in this
Section, and with respect to a Conditional Redemption, the Conditional Redemption not having
been rescinded, the Bonds or portions of Bonds so called for redemption shall, on the redemption
date designated in such notice, become and be due and payable at the redemption price provided
for redemption for such Bonds or portions of Bonds on such date. On the date so designated for
redemption, moneys for payment of the redemption price being held in separate accounts by the
Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed,
all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for
redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to
any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the
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registered owners of such Bonds or portions of Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and to receive Bonds for any
unredeemed portions of the Bonds.
SECTION 204. EXECUTION OF BONDS. The Bonds shall be executed in the name of
the Agency by the Chairperson, and the seal of the Agency or a facsimile thereof shall be affixed
thereto or imprinted or reproduced thereon and attested by the Secretary, either manually or with
their facsimile signatures. In case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall
have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed and sealed such Bonds had not
ceased to hold such office. Any Bond may be signed and sealed on behalf of the Agency by such
person as at the actual time of the execution of such Bond shall hold the proper offrce, although
at the date of such Bonds such person may not have held such office or may not have been so
authorized.
The Bonds of each Series shall bear thereon a certificate of authentication, in the form set
forth in Exhibit B hereto, executed manually by the Registrar. Only such Bonds as shall bear
thereon such certificate of authentication shall be entitled to any right or benefit under this
Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Registrar. Such certificate of the Registrar
upon any Bond executed on behalf of the Agency shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered under this Resolution and that the
Holder thereof is entitled to the benefits of this Resolution. If the Bonds of a Series have been
validated, the validation certificate on each of the Bonds of such Series shall be signed with the
manual or facsimile signatures of the present or any future Chairperson, and the Agency may
adopt and use for that purpose the manual or facsimile signature of any person who shall have
been such Chairperson at any time on or after the date of the Bonds, notwithstanding that he may
have ceased to be such Chairperson at the time when said Bonds shall be actually delivered.
SECTION 205. NEGOTIABILITY, REGISTRATION AND CANCELLATION. At thc
option of the registered Holder thereof and upon surrender thereof at the designated corporate
trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly
executed by the 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 authorrzed 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.
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The Agency, 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 principal of, premium, if any, and interest on such Bond as the same
becomes due and for all other purposes. All such payments so made to any such Holder or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid, and neither the Agency, the Paying Agent nor the Registrar
shall be affected by any notice to the contrary.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Agency shall execute and the Registrar shall authenticate and deliver Bonds in
accordance with the provisions of this Resolution. All Bonds surrendered in any such exchanges
or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the
manner provided in this Section. There shall be no charge for any such exchange or transfer of
Bonds, but the Agency or the Registrar may require the payment of a sum sufficient to pay any
tax, fee or other 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 of any Series for a period of 15 days next preceding any selection of Bonds of such Series
to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer
or exchange any Bonds of any Series called for redemption.
All Bonds paid or redeemed, either at or before maturity shall be delivered to the Paying
Agent when such payment or redemption is made, and such Bonds, together with all Bonds
purchased by the Agency, shall thereupon be promptly cancelled. Bonds so cancelled may at
any time be destroyed by the Paying Agent, who shall execute a certification of destruction in
duplicate by the signature of one of its authorized officers describing the Bonds so destroyed,
and one executed certificate shall be filed with the Agency and the other executed certificate
shall be retained by the Paying Agent.
SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case
any Bond shall become mutilated, destroyed, stolen or lost, the Agency may execute and the
Registrar shall authenticate and deliver a new Bond of like Series, date, maturity, denomination
and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of
any mutilated Bond, such mutilated Bond shall first be surrendered to the Agency and, in the
case of any lost, stolen or destroyed Bond, there shall first be furnished to the Agency and the
Registrar evidence of such loss, theft, or destruction satisfactory to the Agency and the Registrar,
together with indemnity satisfactory to them. In the event any such Bond shall be about to
mature or have matured or have been called for redemption, instead of issuing a duplicate Bond,
the Agency may direct the Paying Agent to pay the same without surrender thereof. The Agency
and Registrar may charge the Holder of such Bonds their reasonable fees and expenses in
connection with this transaction. Any Bond surrendered for replacement shall be cancelled in
the same manner as provided in Section 205 hereof.
Any such duplicate Bonds issued pursuant to this Section shall constitute additional
contractual obligations on the part of the Agency, whether or not the lost, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and
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proportionate benefits and rights as to lien on and source and security for payment from the
Pledged Funds, with all other Bonds issued hereunder.
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY BONDS.
Unless otherwise specified by the Agency in subsequent proceedings, the definitive Bonds of
each Series shall be lithographed, printed or typewritten. Until the definitive Bonds are
prepared, the Chairperson and Executive Director may execute and the Registrar may
authenticate, in the same manner as is provided in Section 204 hereof, and deliver, in lieu of
definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive
Bonds, one or more printed, lithographed or typewritten temporary fully registered Bonds,
substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds
are issued, in authorized denominations or any whole multiples thereof, and with such omissions,
insertions and variations as may be appropriate to such temporary Bonds. The Agency at its own
expense shall prepare, execute and, upon the surrender at the designated corporate trust office of
the Registrar of such temporary Bonds for which no payment or only partial payment has been
provided, the Registrar shall authenticate and, without charge to the Holder thereof, deliver in
exchange therefor, at the designated corporate trust office of the Registrar, definitive Bonds of
the same aggregate principal amount, Series and maturity as the temporary Bonds surrendered.
Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and
security as definitive Bonds issued pursuant to this Resolution.
SECTION 208. FORM OF BONDS. The text of the Bonds shall be of the tenor set forth
in Exhibit B to this Resolution, with such omissions, insertions and variations as may be
necessary and desirable and authorized or permitted by this Resolution or a Chairperson's
Certificate.
SECTION 209. BOOK-ENTRY ONLY SYSTEM FOR THE BONDS;
QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. The Series 2015 Bonds
shall be issued, and any future Series of Bonds may be issued, as uncertificated securities
through the book-entry only system maintained by The Depository Trust Company, New York,
New York ("DTC") or, with respect to any Series of Bonds other than the Series 2015 Bonds,
such other securities depository as may be selected by the Agency. The Agency, the Registrar
and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify
the Bonds for deposit with DTC, including but not limited to those actions as may be set forth in
a letter of representations with DTC, the execution and delivery of which with respect to the
Series 2015 Bonds by the Chairperson or Executive Director of the Agency is hereby authorized.
IEND OF ARTICLE III
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ARTICLE III
COVENANTS, FLINDS AND APPLICATION THEREOF
SECTION3Ol. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY OR THE
CITY. The Bonds shall not be and shall not constitute an indebtedness of the Agency, the City,
the County, the State or any political subdivision thereof, within the meaning of any
constitutional, 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
payable solely, as provided in this Resolution, from the Pledged Funds. No Holder or Holders of
any Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem
taxing power of the City, the County, the State or any political 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 Bonds or the
interest thereon or the making of any sinking fund or reserve payments provided for herein other
than the Pledged Funds as provided in this Resolution.
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FLINDS. The
payment of the principal of, interest and premium, if any, on all of the Bonds issued hereunder
and any additional parity Bonds hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged Funds. The Pledged Funds in an
amount sufficient to pay the principal of and interest on the Bonds herein authorized and to make
the payments into the Sinking Fund (hereinafter created and established) and all other payments
provided for in this Resolution, 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 provided for
herein, as the same become due and payable.
The Bonds and the obligation evidenced thereby shall not constitute a lien upon any
property owned by or situated within the corporate territory of the Agency or the City, but shall
constitute a lien only on the Pledged Funds all in the manner provided in this Resolution.
SECTION 303. APPLICATION OF BOND PROCEEDS; CONSTRUCTION FUND.
(a) All moneys received by the Agency from the sale of the Series 2015 Bonds shall
be disbursed as provided in a certificate of the Executive Director executed on the date of
delivery of the Series 2015 Bonds.
(b) All moneys received by the Agency from the sale of any Series of Bonds, other
than the Series 2015 Bonds, shall be disbursed in accordance with the provisions of a subsequent
resolution of the Agency relating to such Series of Bonds.
(c) There is hereby created and established a special fund designated the "Miami
Beach Redevelopment Agency Construction Fund (City Center/Historic Convention Village)"
(hereinafter referred to as the "Construction Fund") to be held and administered by the Agency.
There shall be created separate accounts within the Construction Fund for the deposit of proceeds
of each Series of Bonds and other available moneys to fund Redevelopment Projects being
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funded from proceeds of such Series of Bonds and other available moneys. Proceeds and other
moneys on deposit in the Construction Fund shall be disbursed by the Agency to pay costs of the
Redevelopment Project for which the applicable Series of Bonds was issued. If for any reason
the moneys in the Construction Fund, or any part thereof including any investment eamings on
deposit therein, are not necessary for, or are not applied to the purposes provided for the
applicable Series of Bonds, then such unapplied proceeds, upon certification of a duly authorized
official of the Agency that such surplus proceeds are not needed for such pu{poses, shall be
applied to the redemption or purchase or payment of principal of Outstanding Bonds.
Moneys on deposit in the Construction Fund may be invested and reinvested by the
Agency to the fullest extent practicable in Permitted Investments maturing not later than such
date or dates on which such moneys shall be needed for the purposes of the Construction Fund.
The earnings and investment income derived from the moneys and investments on deposit in the
Construction Fund shall be deposited and maintained in the applicable account within the
Construction Fund and used for the purposes thereof.
(d) The proceeds of the sale of the Bonds shall be and constitute trust funds for the
purposes hereinabove provided and there is hereby created a lien upon such moneys, until so
applied, in favor of the Holders of said Bonds.
SECTION 304. COVENANTS OF THE AGENCY. The Agency hereby covenants and
agrees with the Holders of any and all of the Bonds issued pursuant to this Resolution as follows:
A. TAX COVENANTS.
(l) The Agency will not take any action or omit to take any action, which
action or omission would result in interest on the Tax-Exempt Bonds being includable in
gross income of the holders thereof for federal income tax purposes under the Code.
Particularly, the Agency will not take any action or omit to take any action which would
have caused any of the Tax-Exempt Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code.
(2) The Agency shall comply with the arbitrage rebate covenants as provided
in Section 304(E) hereof.
B. REDEVELOPMENT PLAN. The Agency will carry out the purposes of the
Redevelopment PIan within the Redevelopment Area all in accordance with the Act and will take
all such actions as are required to carry out the full intent of the Redevelopment Plan.
C. TRUST FUND. As soon as the same are received by the Agency, all of the Trust
Fund Revenues shall be forthwith deposited into the Trust Fund. The Trust Fund shall constitute
a trust fund for the purposes provided in this Resolution, shall be held by the Agency and shall
be maintained separate and distinct from all other funds of the Agency and used only for the
purposes and in the manner provided in this Resolution and the Act.
D. DISPOSITION OF TRUST FLrND REVENUES. There is hereby created and
established a special fund designated the "Miami Beach Redevelopment Agency Sinking Fund
(City Center/Historic Convention Village)" (hereinafter referred to as the "Sinking Fund").
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There are also hereby created four (4) separate accounts in the Sinking Fund to be known as the
"lnterest Account", the "Principal Account," the "Bond Redemption Account" and the "Debt
Service Reserve Account". The Sinking Fund and the accounts therein shall be held and
administered by the Agency.
In each Fiscal Year, all Trust Fund Revenues deposited in the Trust Fund during such
Fiscal Year shall be disposed of by the Agency only in the following manner:
(1) Trust Fund Revenues shall first be used, to the full extent required, for
deposit into the Interest Account in the Sinking Fund, immediately upon receipt of such
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 Trust Fund Revenues are
deposited in the Trust Fund during the first quarter of such Fiscal Year, to pay the interest
becoming due on the Bonds through the end of the next succeeding calendar year);
provided, however, that such deposit for interest shall not be required to be made into the
Interest Account to the extent that money on deposit therein is sufficient for such
purpose.
The Agency shall, on the business day prior to each Interest Payment Date,
transfer to the Paying Agent moneys in an amount equal to the interest due on such
Interest Payment Date or shall advise the Paying Agent of the amount of any deficiency
in the amount on deposit in the Interest Account so that the Paying Agent may give
appropriate notice required to provide for the payment of such deficiency from any
Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the
Debt Service Reserve Account.
(2) (a) Trust Fund Revenues shall next be used, to the full extent required,
for deposit into the Principal Account in the Sinking Fund, immediately upon receipt of
such Trust Fund Revenues, of such sums as shall be sufficient to pay the principal
amount of Serial Bonds which will mature during the current calendar year (or if such
Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such
Fiscal Year, to pay the principal amount of Serial Bonds which will mature through the
end of the next succeeding calendar year); provided, however, that such deposit for
principal shall not be required to be made into the Principal Account to the extent that
money on deposit therein is sufficient for such purpose.
The Agency shall, on the business day prior to each principal payment date,
transfer to the Paying Agent moneys in an amount equal to the principal due on such
principal payment date or shall advise the Paying Agent of the amount of any def,rciency
in the amount on deposit in the Principal Account so that the Paying Agent may give
appropriate notice required to provide for the payment of such deficiency from any
Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the
Debt Service Reserve Account.
(b) Trust Fund Revenues shall next be used, to the full extent required,
for deposit into the Bond Redemption Account in the Sinking Fund, immediately upon
receipt of such Trust Fund Revenues, of such Amortization Requirements as may be
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required for the payment of the Term Bonds payable from the Bond Redemption Account
during the current calendar year (or if such Trust Fund Revenues are deposited in the
Trust Fund during the first quarter of such Fiscal Year, for the payment of the Term
Bonds payable from the Bond Redemption Account through the end of the next
succeeding calendar year).
The moneys in the Bond Redemption Account shall be used solely for the
purchase or redemption of the Term Bonds payable therefrom. The Agency may at any
time purchase any of said Term Bonds at prices not greater than the then redemption
price of said Term Bonds. If the Term Bonds are not then redeemable, the Agency may
purchase said Term Bonds at prices not greater than the redemption price of such Term
Bonds on the next ensuing redemption date. The Agency shall be mandatorily obligated
to use any moneys in the Bond Redemption Account for the redemption prior to maturity
of such Term Bonds at such times as the same are subject to mandatory redemption. If,
by the application of moneys in the Bond Redemption Account, however, the Agency
shall purchase or call for redemption in any year Term Bonds in excess of the
Amortization Requirements for such year, such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such times as the Executive Director
shall determine over the remaining payment dates.
(3) Trust Fund Revenues shall next be used, to the full extent required, for
deposit into the Debt Service Reserve Account, immediately upon receipt of such Trust
Fund Revenues, of the difference between the amount on deposit in the Debt Service
Reserve Account (including any Reserve Account Insurance Policy or Reserve Account
Letter of Credit) and the Reserve Account Requirement for the Bonds Outstanding, and,
provided further, that no payments shall be required to be made into the Debt Service
Reserve Account whenever and as long as the amount deposited therein (including any
Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to
the Reserve Account Requirement for the Bonds Outstanding.
Moneys in the Debt Service Reserve Account shall be used only for the purpose
of making payments of principal of and interest on the Bonds when the moneys in the
Funds and Accounts held pursuant to this Resolution and available for such purpose are
insufficient therefor.
Any moneys in the Debt Service Reserve Account in excess of the Reserve
Account Requirement for the Bonds Outstanding may, in the discretion of the Agency, be
transferred to and deposited in the Interest Account, the Principal Account or the Bond
Redemption Account as the Agency at its option may determine.
Notwithstanding the foregoing provisions, in lieu of or in substitute for the
required deposits (including existing deposits therein) into the Debt Service Reserve
Account, the Agency may cause to be deposited into the Debt Service Reserve Account a
Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit
of the Holders of the Bonds Outstanding, which Reserve Account Insurance Policy or
Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the
case may be (upon the giving of notice as required thereunder), on any Interest Payment
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Date on which a deficiency exists which cannot be cured by moneys in any other Fund or
Account held pursuant to this Resolution and available for such purpose. If any such
Reserve Account Insurance Policy or Reserve 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 Trust Fund Revenues, as herein provided, funds in the amount of the
disbursements made under such Reserve Account Insurance Policy or Reserve Account
Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account
Requirement for the Bonds Outstanding.
In the event that upon the occurrence of any deficiency in the Interest Account,
the Principal Account or the Bond Redemption Account, the Debt Service Reserve
Account is then funded with one or more Reserve Account Insurance Policies and/or
Reserve Account Letters of Credit, the Agency or the Paying Agent, as applicable, shall,
on an interest or principal payment date or mandatory redemption date to which such
deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis
thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms
and provisions of such facilities and any corresponding reimbursement or other
agreement governing such facilities; provided however, that if at the time of such
deficiency the Debt Service Reserve Account is only partially funded with one or more
Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to
drawing on such facilities or causing payments to be made thereunder, the Agency shall
first apply any cash and securities on deposit in the Debt Service Reserve Account to
remedy the deficiency and, if after such application a deficiency still exists, the Agency
or the Paying Agent, as applicable, shall make up the balance of the deficiency by
drawing on such facilities or causing payments to be made thereunder, as provided in this
paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or
Reserve Account Letter of Credit shall be applied as set forth in the second paragraph of
this Section 304(DX3). Any amounts drawn or paid under a Reserve Account Insurance
Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in
accordance with the terms and provisions of the reimbursement or other agreement
governing such facility.
The Debt Service Reserve Account shall be valued on the first day in each Fiscal
Year and the value of securities on deposit therein shall be the lower of par, or if
purchased at other than par, amortized value. Amortized value, when used with respect
to securities purchased at a premium above or a discount below par, shall mean the value
at any given date obtained by dividing the total premium or discount at which such
securities were purchased by the number of interest payment dates remaining to maturity
on such securities after such purchase and by multiplying the amount so calculated by the
number of interest payment dates having passed since the date of purchase; and (i) in the
case of securities purchased at a premium, by deducting the product thus obtained from
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the purchase price, and (ii) in the case of securities purchased at a discount, by adding the
product thus obtained to the purchase price.
(4) Trust Fund Revenues shall next be used for the payment of any
subordinated obligations hereafter issued by the Agency in accordance with Section
304(G) of this Resolution, which subordinate obligations shall have such lien on the Trust
Fund Revenues as the Agency shall determine in the proceedings authorizing the issuance
of such subordinated obligations.
(5) Thereafter, the balance of any Trust Fund Revenues remaining in said
Trust Fund shall, subject to Section 304(,4.), be used by the Agency for any lawful
purposes, including payment of any fees and expenses of the Fiduciaries; provided,
however, that none of such Trust Fund Revenues shall ever be used for the purposes
provided in this paragraph (5) unless all payments required in paragraphs (1) through (4)
above, including any deficiencies for prior payments and any amounts due to the issuer of
any Reserve Account Insurance Policy or Reserve Account Letter of Credit, have been
made in full to the date of such use.
Notwithstanding anything in Section 304(DX1) and (2) to the contrary, failure to make
the scheduled payments specified therein shall not constitute a breach of the Agency's
obligations under this Resolution so long as, on the date that any interest or principal payment is
due on the Bonds, monies sufficient to make such payment are on deposit in the Interest
Account, Principal Account or the Bond Redemption Account, as the case may be.
Notwithstanding the foregoing or any other provision herein to the contrary, if any
amount applied to the payment of principal of and premium, if any, and interest on the Bonds
that would have been paid from an account in the Sinking Fund, is paid instead under a Credit
Facility, amounts deposited in such relevant account may be paid, to the extent required, to the
issuer of the Credit Facility having theretofore made said corresponding payment.
E. REBATE FLIND. There is hereby created and established the "Miami Beach
Redevelopment Agency Rebate Fund (City Center/Historic Convention Village)" which fund
shall be maintained by the Agency separate and apart from all other funds and accounts of the
Agency. Notwithstanding anything in this Resolution to the contrary, the Agency shall transfer
or cause to be transferred from Pledged Funds to the Rebate Fund the amounts required to be
transferred in order to comply with the arbitrage rebate covenants contained in a tax compliance
certificate to be executed and delivered by the Agency in connection with the issuance of each
Series of Tax-Exempt Bonds. The Agency shall make payments from the Rebate Fund of
amounts required to be deposited therein to the United States of America in the amounts and at
the times required by such arbitrage rebate covenants. The Agency covenants for the benefit of
the Bondholders that it will comply with the requirements of the arbitrage rebate covenants.
There shall be excluded from the pledge and lien of this Resolution the Rebate Fund, together
with all moneys and securities from time to time held therein and all investment earnings derived
therefrom. The Agency shall not be required to comply with the requirements of this Section
304(E) in the event that the Agency obtains an opinion of nationally recognized bond counsel
that (i) such compliance is not required in order to maintain the exclusion from gross income for
federal income tax purposes of interest on Tax-Exempt Bonds and/or (ii) compliance with some
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other requirement is necessary to maintain the exclusion from gross income for federal income
tax purposes of interest on Tax-Exempt Bonds.
F. INVESTMENT OF FLINDS. The Trust Fund, the Sinking Fund, including the
Interest Account, Principal Account, Bond Redemption Account and Debt Service Reserve
Account, and all other special funds (other than the Rebate Fund) created and established by, or
pursuant to, 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, Principal Account and Bond
Redemption Account may be invested at the direction of the Agency in Permitted Investments
maturing not later than the dates on which such moneys will be needed for the purposes of such
fund or account.
Moneys on deposit in the Debt Service Reserve Account may be invested at the direction
of the Agency in Permitted Investments maturing not later than the final maturity of any of the
Bonds.
All income and eamings received from the investment and reinvestment of moneys in the
Interest Account, the Principal Account and the Bond Redemption Account in the Sinking Fund
shall be retained in the respective accounts and applied as a credit against the obligation of the
Agency to transfer moneys to such accounts pursuant to Section 304(DX1) and Section
304(DX2Xa) and Section 304(DX2Xb) of this Resolution, respectively.
All income and earnings received from the investment and reinvestment of moneys in the
Debt Service Reserve Account in the Sinking Fund shall be retained in the Debt Service Reserve
Account and applied as a credit against the obligation of the Agency and the City to transfer
moneys to such account, unless the amount in such account shall exceed the Reserve Account
Requirement, in which event such excess may be applied in the manner set forth for excess
amounts in the Debt Service Reserve Account, as described in Section 30a(D)(3).
For the purpose of investing or reinvesting, the Agency may commingle moneys in the
funds and accounts created and established hereunder (other than the Rebate Fund) in order to
achieve greater investment income; provided that the Agency shall separately account for the
amounts so commingled. The amounts required to be accounted for in each of the funds and
accounts designated herein (other than the Rebate Fund) may be deposited in a single bank
account provided that adequate accounting procedures are maintained to reflect and control the
restricted allocations of the amounts on deposit therein for the various purposes of such funds
and accounts as herein provided.
G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF PLEDGED
FUNDS. Except upon the conditions and in the manner provided herein, the Agency will not
issue any other obligations payable from the Pledged Funds, nor voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or
being on a parity with the lien of the Bonds issued pursuant to this Resolution and the interest
thereon, upon any of the Pledged Funds; provided that the Agency may enter into agreements
with issuers of Credit Facilities which involve liens on Pledged Funds on a parity with that of the
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Series of Bonds or portion thereof which is supported by such Credit Facilities solely with
respect to any reimbursement obligations due such issuers which evidence amounts equal to the
scheduled stated principal (including, without limitation, Amortization Requirements) and
interest due on the Series of Bonds or portion thereof which is supported by such Credit
Facilities. Any other obligations, 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 as described above, shall provide that
such obligations are junior, inferior and subordinate in all respects to the Bonds issued pursuant
to this Resolution as to lien on and source and security for payment from the Pledged Funds and
in all other respects. Nothing in this Resolution shall be deemed to prohibit the Agency from
entering into currency swaps or other arrangements for hedging interest rates on any
indebtedness.
H. ISSUANCE OF ADDITIONAL PARITY BONDS. No additional parity Bonds,
as in this subsection defined, payable on a parity with Bonds issued pursuant to this Resolution
out of Pledged Funds, including, without limitation, Trust Fund Revenues, shall be issued after
the issuance of any Bonds pursuant to this Resolution unless the following, among other
conditions, are complied with:
(l) The Agency must be current in all deposits into the various funds and
accounts and all payments theretofore required to have been deposited or made by it
under the provisions of this Resolution and the Agency must be currently in compliance
with the covenants and provisions of this Resolution and any supplemental resolution
hereafter adopted for the issuance of additional parity Bonds; unless upon the issuance of
such additional parity Bonds the Agency will be in compliance with all such covenants
and provisions.
(2) The aggregate of the Trust Fund Revenues (not including any portion
thereof which may be attributable to investment earnings) received by the Agency during
the immediately preceding Fiscal Year were at least equal to one hundred fifty percent
(150%) 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, and (3) the additional parity Bonds then
proposed to be issued.
(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 a certificate of the Executive Director of the Agency setting forth (i)
the Maximum Annual Debt Service (A) with respect to the Bonds of all Series
Outstanding immediately prior to the date of authentication and delivery of such
refunding Bonds, and (B) with respect to the Bonds of all Series 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.
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Simultaneously with the delivery of any Bonds issued pursuant to subparagraphs (2) and
(3) above for the purpose of refunding any Bonds issued under this Resolution, the Agency may
withdraw from the Sinking Fund amounts theretofore deposited which are allocable to the Bonds
being refunded and shall transfer said amounts in accordance with the resolution providing for
the issuance of the refunding Bonds, provided that after such withdrawal the Agency shall be in
compliance with the provisions of this Resolution.
The term "additional parity Bonds" as used in this Resolution shall be deemed to mean
additional obligations evidenced by Bonds issued upon the provisions and within the limitations
of this subsection to finance Redevelopment Projects payable from the Pledged Funds on a parity
with Bonds originally authorized and issued pursuant to this Resolution. Such Bonds shall be
deemed to have been issued pursuant to this Resolution the same as the Bonds originally
authorized and issued pursuant to this Resolution and all of the covenants and other provisions of
this Resolution (except as to details of such Bonds evidencing such additional parity obligations
inconsistent therewith) shall be for the equal benefit, protection'and security of the Holders of
any Bonds originally authorized and issued pursuant to this Resolution and the Holders of any
Bonds evidencing additional obligations subsequently issued within the limitations of and in
compliance with this subsection. All of such Bonds, regardless of the time or times of their
issuance shall rank equally with respect to their lien on the Pledged Funds and their sources and
security for payment therefrom without preference of any Bonds over any other.
The term "additional parity Bonds" as used in this Resolution shall not be deemed to
include bonds, notes, certificates or other obligations subsequently issued in accordance with this
Resolution, the lien of which on the Pledged Funds is subject to the prior and superior lien on the
Pledged Funds of Bonds and the Agency shall not issue any obligations whatsoever payable from
the Pledged Funds, which rank equally as to lien and source and security for their payment from
such Pledged Funds with Bonds except in the manner and under the conditions provided in
subsection (G) above and this subsection.
I. BOOKS AND RECORDS. The Agency will keep separately identifiable
accounting records for the receipt of the Trust Fund Revenues by the use of a fund established in
accordance with generally accepted accounting principles, and any Holder of a Bond or Bonds
issued pursuant to this Resolution, shall have the right at all reasonable times to inspect all
records, accounts and data of the Agency relating thereto.
The Agency shall promptly after the close of each Fiscal Year cause the books, records
and accounts relating to the Trust Fund Revenues for such Fiscal Year to be properly audited by
a qualified, recognized and nationally known independent firm of certified public accountants
and shall file the report of such certified public accountants in the office of the Executive
Director, and shall mail upon request, and make available generally, said report, or a reasonable
summary thereof, to any Holder or Holders of Bonds issued pursuant to this Resolution.
Such audited books, records and accounts shall contain the statements required by
generally accepted accounting principles applicable to governmental entities, and a certificate of
such certified public accountants disclosing any breach on the part of the Agency of any
covenant herein.
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J. NO IMPAIRMENT OF CONTRACT. The Agency has full power and authority
to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the
Bonds, The pledge of such Pledged Funds, in the manner provided herein, shall not be subject to
repeal, modification or impairment by any subsequent resolution, ordinance or other proceedings
of the Agency so long as any Bonds are Outstanding hereunder. The Agency shall take all
actions necessary and pursue such legal remedies which may be available to it either in law or in
equity to prevent or cure any impairment by any entity other than the Agency within the meaning
of this subsection.
K. REMEDIES. Any Holder of Bonds issued under the provisions of this Resolution
may either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights under the laws of the State or
granted and contained in this Resolution, and may enforce and compel the perfornance of all
duties required by this Resolution or by any applicable statutes, including the Act, to be
performed by the Agency or by any officer thereof. Nothing herein, however, shall be construed
to grant any Holder of such Bonds any lien on any property of the Agency, except as provided
herein. No Holder of Bonds, however, shall have any right in any manner whatever to affect
adversely, or prejudice the security of this Resolution or to express any right hereunder except in
the manner herein provided, and all proceedings at law or in equity shall be instituted and
maintained for the benefit of all Holders of Bonds.
L. ENFORCEMENT OF COLLECTIONS. The Agency will diligently enforce and
collect the Trust Fund Revenues and will take all steps, actions and proceedings for the
enforcement and collection of such Trust Fund Revenues to the full extent permitted or
authorized by applicable laws, including the Act. All Trust Fund Revenues shall as collected be
held in trust to be applied as herein provided and not otherwise.
M. DISCHARGE AND SATISFACTION OF BONDS. The covenants, liens and
pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and
satisfied with respect to all or a portion of the Bonds in any one or more of the following ways:
(1) by paying the principal of and interest on such Bonds when the same shall
become due and payable; or
(2) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or in such other accounts which are irrevocably pledged to the
payment of Bonds as the Agency may hereafter create and establish, certain moneys
which together with other moneys lawfully available therefor, if any, shall be sufficient at
the time of such deposit to pay when due the principal, redemption premium, if any, and
interest due and to become due on said Bonds on or prior to the redemption date or
maturity date thereof; or
(3) by depositing in the Interest Account, the Principal 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, 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
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the option of the Holder thereof, will provide moneys which shall be sufficient to pay
when due the principal, redemption premium, if any, and interest due and to become due
on said Bonds on or prior to the redemption date or maturity date thereof.
Upon such payment or deposit in the amount and manner provided in this Section
304(M), Bonds shall be deemed to be paid and shall no longer be deemed to be
Outstanding for the purposes of this Resolution and all liability of the Agency with
respect to said Bonds shall cease, terminate and be completely discharged and
extinguished, and the Holders thereof shall be entitled to payment solely out of the
moneys or securities so deposited; provided that (i) in connection with any discharge and
satisfaction pursuant to subsection (2) or (3) above, the Agency shall concurrently with
such deposit deliver (A) an opinion of nationally recognized bond counsel to the effect
that interest on the Bonds being discharged will not, by reason of such discharge, become
includable in gross income for federal income tax purposes and that such Bonds have
been discharged in accordance with the provisions of this Section, and (B) an
accountant's verification report showing the sufficiency of such moneys and/or
Defeasance Obligations to provide for the payment of said Bonds, and (ii) in the event
said Bonds do not mature and are not to be redeemed within the next succeeding sixty
(60) days, the Agency shall have given the Registrar irrevocable instructions to give, as
soon as practicable, a notice to the Holders of said Bonds by first-class mail, postage
prepaid, stating that the deposit of said moneys or Defeasance Obligations has been made
with an appropriate fiduciary institution acting as escrow agent solely for the Holders of
said Bond and other Bonds being defeased, and that said Bonds are deemed to have been
paid in accordance with this Section and stating such maturity or redemption date upon
which moneys are to be available for the payment of the principal of and premium, if any,
and interest on said Bonds.
(4) Notwithstanding 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.
(5) 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 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 pursuant to the terms thereof,
the assignment and pledge created hereunder and all covenants, agreements and other
obligations of the Agency to the Bondholders shall continue to exist and the issuer of
such Credit Facility shall be subrogated to the rights of such Bondholders.
N. CONCERNING THE RESERVE ACCOLINT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT AND/OR CREDIT FACILITY. As long as the
Agency shall have a Reserve Account Insurance Policy and/or a Reserve Account Letter of
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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, (i) the
Agency covenants to comply with the requirements and conditions imposed on the Agency by
the issuer of the Credit Facility and (ii) all rights hereunder granted to the Holders of Bonds so
secured shall be exercisable by the issuer of such Credit Facility in lieu of the Holders of such
Bonds.
Notwithstanding anything in this Resolution to the contrary, the rights of any issuer of a
Credit Facility created under this Resolution shall remain in full force and effect only so long as
the applicable Credit Facility shall remain in effect and the issuer of such Credit Facility shall not
be in default in its payment obligations to the Holders of Bonds secured by such facility.
[END OF ARTICLE III]
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ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 40I. ADDITIONAL PAYING AGENTS; APPOINTMENT AND
ACCEPTANCE OF DUTIES. The Agency may at any time or from time to time appoint one or
more other Paying Agents having the qualifications set forth in this Article IV for a successor
Paying Agent; provided that nothing herein shall prevent the Agency from appointing itself as
the Paying Agent hereunder. Each Paying Agent shall signify its acceptance of the duties and
obligations imposed upon it by this Resolution by executing and delivering to the Agency a
written acceptance thereof.
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals of facts herein
and in the Bonds contained shall be taken as the statements of the Agency and no Fiduciary
assumes any responsibility for the correctness of the same. No Fiduciary makes any
representation as to the validity or sufficiency of this Resolution or of any Bonds issued
thereunder or as to the security afforded by this Resolution, and no Fiduciary shall incur any
liability in respect thereof. The Registrar shall, however, be responsible for its representation
contained in its certificate of authentication of the Bonds. No Fiduciary shall be under any
responsibility or duty with respect to the application of any moneys paid by such Fiduciary in
accordance with the provisions of this Resolution to or upon the order of the Agency or any other
Fiduciary. No Fiduciary shall be under any obligation or duty to perform any act which would
involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance
any of its own moneys, unless properly indemnified. No Fiduciary shall be liable in connection
with the performance of its duties hereunder except for its own negligence, misconduct or
default.
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other paper or document fumished to it pursuant to any
provision of this Resolution, shall examine such instrument to determine whether it conforms to
the requirements of this Resolution and shall be protected in acting upon any such instrument
believed by it to be genuine and to have been signed or presented by the proper party or parties.
Each Fiduciary may reasonably consult with counsel, who may or may not be of counsel to the
Agency, and the opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by it under this Resolution in good faith and in
accordance therewith.
(b) Whenever any Fiduciary shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action under this Resolution, such matter
(unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate of the Chairperson, Executive Director or his
designee, and such certificate shall be full warrant for any action taken or suffered in good faith
under the provisions of this Resolution upon the faith thereof; but in its discretion the Fiduciary
may in lieu thereof accept other evidence of such fact or matter or may require such further or
additional evidence as it may deem reasonable.
003 - 4430-45 6 Ll 4 / AM ERI CAS
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(c) Except as otherwise expressly provided in this Resolution, any request, order,
notice or other direction required or permitted to be furnished pursuant to any provision thereof
by the Agency to any Fiduciary shall be sufficiently executed in the name of the Agency by the
Chairperson, Executive Director or designee of either of them.
SECTION 404. COMPENSATION. The Agency may agree with any Fiduciary to pay
to such Fiduciary from time to time reasonable compensation for all services rendered under this
Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements,
including those of its attorneys, agents and employees, incurred in and about the performance of
their powers and duties under this Resolution. The Agency may also agree with any Fiduciary to
indemnify any Fiduciary for any and all of its reasonable fees, costs and expenses resulting from
any claim, liability or the like incurred in and about the performance of its powers and duties
under this Resolution.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, individually or
otherwise, may become the owner of any Bonds, with the same rights it would have if it were not
a Fiduciary. To the extent permitted by law, any Fiduciary may act as depositary for, and permit
any of its officers or directors to act as a member of, or in any other capacity with respect to, any
committee formed to protect the rights of Bondholders or to effect or aid in any reorganization
growing out of the enforcement of the Bonds or this Resolution, whether or not any such
committee shall represent Holders of a majority in principal amount of the Bonds then
Outstanding.
SECTION 406. MERGER OR CONSOLIDATION. Any entity into which any
Fiduciary may be merged or converted or with which it may be consolidated or any entity
resulting from any merger, conversion or consolidation to which it shall be a party or any entity
to which any Fiduciary may sell or transfer all or substantially all of its corporate trust business
shall be a successor Fiduciary hereunder provided such entity shall be a bank or trust company
organized under the laws of any state of the United States or a national banking association or
shall be a successor entity to the Agency, if the Agency is acting as Fiduciary hereunder, shall be
authorized by law to perform all duties imposed upon it by this Resolution, and shall be such
successor without the execution or filing of any paper or the performance of any further act.
SECTION 407. ADOPTION OF AUTHENTICATION. In case any of the Bonds
contemplated to be issued under this Resolution shall have been authenticated but not delivered,
any successor Registrar may adopt the certificate of authentication of any predecessor Registrar
so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the
said Bonds shall not have been authenticated, any successor Registrar may authenticate such
Bonds in the name of the predecessor Registrar, or in the name of the successor Registrar, and in
all such cases such certificate shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND
APPOINTMENT OF SUCCESSOR. Any Fiduciary may at any time resign and be discharged
of the duties and obligations created by this Resolution by giving at least 60 days' written notice
to the issuer of a Credit Facility, 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 and signed by the Chairperson, Executive Director or his designee. Any successor
0o3.4430-4561. / 4 lAM ERTCAS
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Fiduciary shall be appointed by the Agency and shall be, if other than the Agency or its
successor entity, a bank or trust company organized under the laws of any state of the United
States or a national banking association, willing and able to accept the office on reasonable and
customary terms and authorized by law to perform all the duties imposed upon it by this
Resolution. The Agency shall notify the issuer of each Credit Facility of the appointment of any
successor Fiduciary. In the event of the resignation or removal of any Fiduciary, such Fiduciary
shall pay over, assign and deliver any moneys held by it as Fiduciary to its successor.
SECTION 409. VACANCY. If at any time hereafter any Fiduciary shall resign, be
removed, be dissolved, or otherwise become incapable of acting, or if the bank or trust company
acting as any Fiduciary shall be taken over by any governmental official, agency, department or
board, the position of Fiduciary shall thereupon become vacant. If the position of such Fiduciary
shall become vacant for any of the foregoing reasons or for any other reasons, the Agency shall
appoint a successor Fiduciary.
If no appointment of a successor Fiduciary shall be made pursuant to the foregoing
provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring
Fiduciary may apply to any court of competent jurisdiction to appoint a successor Fiduciary.
Such court may thereupon, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Fiduciary.
Any Fiduciary hereafter appointed, if not the Agency or its successor entity, shall be a
bank or trust company authorized by law to exercise corporate trust powers and subject to
examination by federal or state authority of good standing and having at the time of its
appointment a combined capital and surplus aggregate not less than Fifty Million Dollars
($50,000,000).
IEND 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 other instrument in writing required by this
Resolution to be signed or executed by Bondholders may be in any number of concurrent
instruments of similar tenor and may be signed or executed by such Bondholders in person or by
their attorneys or legal representatives appointed by an instrument in writing. Proof of the
execution of any such instrument and of the ownership of Bonds shall be suff,rcient 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 subscribed and sworn to before him, or by an affidavit of a witness to
such execution. Where such execution is in behalf of a person other than an individual,
such verification shall also constitute sufficient approval of the authority of the signor
thereof.
(2) The ownership of Bonds shall be proved by the registration books required
to be maintained pursuant to the provisions of this Resolution.
Nothing contained in this Article shall be construed as limiting the Fiduciary to such
proof, it being intended that the Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient.
(b) If the Agency shall solicit from the Holders any request, direction, consent or
other instrument in writing required or permitted by this Resolution to be signed or executed by
the Holders, the Agency may, at its option, fix in advance a record date for determination of
Holders entitled to give each request, direction, consent or other instrument, but the Authority
shall have no obligation to do so. If such a record date is fixed, such request, direction, consent
or other instrument may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Bonds have authorized or agreed or
consented to such request, direction, consent or other instrument, and for that purpose the Bonds
shall be computed as of such record date.
(c) Any request or consent of the Holder of any Bond shall bind every future Holder
of the same Bond in respect of any.thing done by the Agency or any Fiduciary in pursuance of
such request or consent.
IEND OF ARTICLE V]
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ARTICLE, VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. Except as otherwise provided
in the second paragraph hereof, no adverse material modification or amendment of this
Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made
without the consent in writing of (i) the Holders of more than fifty per centum (50%) in
aggregate principal amount of the Bonds then Outstanding or (ii) in case less than all of the
several Series of Bonds then Outstanding are affected by the modification or amendment, the
Holders of more than fifty per centum (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.
For the purposes of this Section 601, to the extent any Series of Bonds is secured by a
Credit Facility, then the consent of the issuer of the Credit Facility shall constitute the consent of
the Holders of such Series.
This Resolution may be amended, changed, modified and altered without the consent of
the Holders of Bonds or any Credit Facility:
(a) to cure any ambiguity or formal defect or omission in this Resolution or in
any supplemental resolutions or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions contained herein; or
(b) to grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders; or
(c) to add to the conditions, limitations and restrictions 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 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
(D to qualify this Resolution as an "indenture" under the Trust Indenture Act
of 1939, as amended; or
003-4430-4561/ 4 lAMERTCAS
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(g) to make such changes as may be necessary to comply with the provisions
of the Code relating to the exclusion of interest on Tax-Exempt Bonds from gross income
thereunder; or
(h) to make such changes as may evidence the interest herein of an issuer of a
Credit Facility that secures any Series of Bonds.
The Agency shall cause a notice of a proposed supplemental resolution requiring the
consent of Bondholders to be mailed, postage prepaid, to all Holders of Bonds then Outstanding
at their addresses as they appear on the registration books. Such notice shall briefly set forth the
nature of the proposed supplemental resolution and shall state thata copy thereof is on file at the
office of the Agency for inspection by all Bondholders. The Agency shall not, however, be
subject to any liability to any Bondholder by reason of its failure to mail the notice required by
this Section, and any such failure shall not affect the validity of such supplemental resolution
when consented to or approved as provided in this Section.
Whenever, at any time after the date of the mailing of such notice, the Agency shall
deliver to the Executive Director an instrument or instruments purporting to be executed by the
Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding,
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, the Agency may
adopt such supplemental resolutions in substantially such form without liability or responsibility
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 (50%) in aggregate principal amount of the
Bonds of all Series 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 provisions thereof.
The consent of the Holders of any additional Series of Bonds to be issued hereunder shall
be deemed given if the underwriters or initial Underwriters 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.
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions of this Resolution should be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such
covenants, agreements or provisions shall be null and void and shall be deemed separate from the
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remaining covenants, agreements or provisions, and shall in no way affect the validity of any of
the other provisions of this Resolution or of the Bonds issued hereunder.
SECTION 603. LINCLAIMED MONEY. Notwithstanding any provisions of this
Resolution, any money held by any Fiduciary for the payment of the principal or redemption
price of, or interest on, any Bonds and remaining unclaimed for five (5) years after the principal
of all of the Bonds has become due and payable (whether at maturity or upon call for
redemption), if such money were so held at such date, or five (5) years after the date of deposit
of such money if deposited after such date when all of the Bonds became due and payable, shall
be repaid to the Agency free from the provisions of this Resolution, and all liability of the
Fiduciary with respect to such money shall thereupon cease.
SECTION 604. PAYMENTS DUE ON SATURDAYS, SLTNDAYS AND HOLIDAYS.
In any case where the date of maturity of interest on or principal of the Bonds or the date fixed
for redemption of any Bonds shall be a Saturday, Sunday or a day on which any Paying Agent is
required, or authorized or not prohibited, by law (including executive orders) to close and is
closed, then payment of such interest or principal and any redemption premium need not be paid
by the Paying Agent on such date but may be paid on the next succeeding business day on which
the Paying Agent is open for business with the same force and effect as if paid on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the period after such
date of maturity or redemption.
SECTION 605. CONTROLLING LAW; MEMBERS OF GOVERNING BODY OF
AGENCY NOT LIABLE. The provisions of this Resolution shall be governed by, and
interpreted in accordance with, the laws of the State. All covenants, stipulations, obligations and
agreements of the Agency contained in this Resolution shall be deemed to be covenants,
stipulations, obligations and agreements of the Agency to the full extent authorized by the Act
and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or
agreement contained herein shall be deemed to be a covenant, stipulation, obligation or
agreement of any present or future member, agent or employee of the Commission or the Agency
in his individual capacity, and neither the members of the Commission 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 execution by the Commission
or such members thereof.
SECTION 606. FURTHER AUTHORIZATIONS. The Chairperson, the Executive
Director and such other officers, employees and staff members of the Agency as may be
designated by the Chairperson and the Executive Director or either of them are each designated
as agents of the Agency in connection with the issuance and delivery of the Bonds and are
authorized and empowered, collectively or individually, 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 607. HEADINGS FOR CONVENIENCE ONLY. Any headings preceding
the texts of the several articles and sections hereof shall be solely for convenience of reference
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and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or
effect.
SECTION 608. TIME OF TAKING EFFECT.
immediately upon its adoption.
PASSED AND ADOPTED this day
Attest:
Secretary
This Resolution shall take effect
,2015.
Chairperson
APMOVED AS TO
FORM & LANGUAGE
&,OR EXECUTION-(),,\- ,IM
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EXHIBIT A
SERIES 2OI5 REDEVELOPMENT PROJECT
l. Renovation and expansion of the Miami Beach Convention Center to modernize and
upgrade the Convention Center facility and areas in the vicinity of the Convention
Center, including but not limited to creation of a new public park and related facilities,
restoration of the Carl Fisher Clubhouse and Collins Canal seawall, and streetscape,
landscape and other infrastructure improvements.
2. Renovation of the Bass Museum to increase programmable space at the facility.
3. Improvements to 17th Street, Drexel Avenue, Pennsylvania Avenue and Meridian Avenue
to enhance the pedestrian experience between the Miami Beach Convention Center and
Lincoln Road.
4. Improvements to Lincoln Road from Washington Avenue to Lenox Avenue.
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No. R-
EXHIBIT B
BOND FORM
UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI BEACH REDEVELOPMENT AGENCY
TAX INCREMENT REVENUE BOND,
SERIES
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
Date of
Maturity Date Original IssuanceInterest Rate CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:DOLLARS
KNOW ALL MEN BY THESE PRESENTS that the Miami Beach Redevelopment
Agency (the "Agency"), for value received, hereby promises to pay to the registered owner
specified above, or registered assigns, on the date specified above, but solely from the sources
hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust
office of , 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 of each year,
commenclng 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 ,oS
Registrar (said bank and any successor Registrar being herein called the "Registrar") at the close
of business on the fifteenth day of the calendar month preceding each interest payment date (the
"Regular Record Date"); provided, however, that (i) if ownership of the Bonds is maintained in a
book-entry only system by a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository of its nominee or (ii) if such Bonds are not
maintained in a book-entry only system by a securities depository, upon written request of the
Holder of $1,000,000 or more in principal amount of Bonds, such payments may be made by
wire transfer to the bank and bank account specified in writing by such Holder (such bank being
a bank within the continental United States), if such Holder has advanced to the Paying Agent
the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due such Holder. Any interest not
B-1
003 -4 430- 456 1, / 4 / AM ER I CAS
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punctually paid on an interest payment date shall forthwith cease to be payable to the registered
owner on the Regular Record Date and may be paid to the registered owner as of the close of
business on a special record date for the payment of such defaulted interest to be fixed by the
Paying Agent, notice whereof shall be given not less than 10 days prior to such special record
date to the registered owners. Such interest shall be payable from the most recent interest
payment date next preceding the date of authentication to which interest has been paid, unless the
date of authentication is an 1or I to which interest has been paid, in
which case from the date of authentication, or unless the date of authentication is prior to
,20- in which case from , 20-, or unless the date of authentication
is between a Regular Record Date and the next succeeding interest payment date, in which case
from such interest payment date.
This Bond is one of an authorized issue of Bonds of the Agency designated as its "Tax
Increment Revenue Bonds, Series _ (City Center/Historic Convention Village)" (herein
called the "Bonds"), in the aggregate principal amount of Dollars
($ ) of like date, tenor, and effect, except as to number, date of maturity and interest
rate, issued for the purpose of
under the authority of and in full compliance with the Constitution and Statutes of the State of
Florida, including particularly Chapter 163, Part III, Florida Statutes, as amended from time to
time, and other applicable provisions of law, and a resolution duly adopted by the Agency on
,2015 (hereinafter referred to as the "Resolution") and is subject to all the terms
and conditions of the Resolution.
This Bond is payable solely from and secured by a first lien on and pledge of the Trust
Fund Revenues (as defined in the Resolution) collected by the Agency pursuant to Section
163387 , Florida Statutes, as amended, and all moneys held in certain funds and accounts
established under the Resolution (collectively, the "Pledged Funds"), all in the manner provided
in the Resolution. Neither the Agency, the City, Miami-Dade County, Florida (the o'County"),
the State of Florida (the "State") nor any of its political subdivisions is obligated to pay this
Bond or the interest hereon except from the Pledged Funds pledged thereto and neither the faith
and credit nor the taxing power of the City, the County, the State or any of its political
subdivisions is pledged to the payment of the principal of, or the interest on, this Bond. This
Bond does not constitute an indebtedness of the Agency, the City, the County, the State or any
political subdivision thereof within the meaning of any constitutional, statutory or other
provision or limitation and it is expressly agreed by the Holder of this Bond that such Holder
shall never have the right to require or compel the exercise of the ad valorem taxing power of the
City, the County, the State or any political subdivision thereof or taxation in any form on any
real or personal property therein, for the payment of the principal of and interest on this Bond
and other payments provided for in the Resolution.
It is further agreed between the Agency and the Holder of this Bond that this Bond and
the obligation evidenced thereby shall not constitute a lien upon property owned by or situated
within the corporate territory of the Agency or the City, but shall constitute a lien only on the
Pledged Funds, all in the manner provided in the Resolution.
Under the provisions of Section 163.387, Florida Statutes, as amended, the City and the
County have established the City Center/Historic Convention Village Redevelopment and
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Revitalization Trust Fund into which the County and the City have agreed to deposit on an
annual basis their respective portions of the Trust Fund Revenues (as defined in the Resolution)
for so long as the Bonds are outstanding. The Agency in the Resolution has established the
Miami Beach Redevelopment Agency Sinking Fund (City Center/Historic Convention Village)
and certain accounts therein and covenanted to deposit into said Sinking Fund and accounts
therein solely from the Pledged Funds moneys to provide for the timely payment of principal of
and interest on the Bonds and to create a reserve therefor, all to the extent and in the manner
provided in the Resolution. Reference is hereby made to the Resolution for the specific
provisions goveming the Bonds.
flnsert Redemption Provisions]
Additional parity bonds may be issued by the Agency from time to time upon the
conditions and within the limitations and in the manner provided in the Resolution.
The original registered owner, and each successive registered owner of this Bond shall be
conclusively deemed to have agreed and consented to the following terms and conditions:
1. The Registrar shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable
by the registered owner thereof in person or by his attorney duly authorized in writing only upon
the books of the Agency kept by the Registrar and only upon surrender hereof together with a
written instrument of transfer satisfactory to the Registrar duly executed by the registered owner
or his duly authorized attorney. Upon the transfer of any such Bond, the Agency shall issue in
the name of the transferee a new Bond or Bonds.
2. The Agency, the Registrar and the Paying Agent may deem and treat the person in
whose name any Bond shall be registered upon the books kept by the Registrar as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond as the same becomes
due, and for all other purposes. A11 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 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
designated corporate trust office of the Registrar with a written instrument of transfer satisfactory
to the Registrar duly executed by the registered owner or his duly authorized attorney and upon
payment by such registered owner of any charges which the Registrar or the Agency may make
as provided in the Resolution, the Bonds may be exchanged for Bonds of the same series and
maturity of any other authorized denominations.
4. In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Agency shall execute and the Registrar shall authenticate and deliver Bonds in
accordance with the provisions of 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
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such exchange or transfer. Neither the Agency nor the Registrar shall be required (a) to transfer
or exchange Bonds for a period of 15 days next preceding an interest payment date on such
Bonds or next preceding any selection of Bonds to be redeemed or thereafter until after the
mailing of any notice of redemption; or (b) to transfer or exchange any Bonds called for
redemption.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, is in full compliance with all constitutional,
statutory or charter limitations or provisions.
IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has caused this
Bond to be signed by its Chairperson, either manually or with his facsimile signature, and the
seal of the Miami Beach Redevelopment Agency or a facsimile thereof to be affixed hereto or
imprinted or reproduced hereon, and attested by its Secretary, either manually or with his
facsimile signature.
MIAMI BEACH REDEVELOPMENT AGENCY
(sEAL)
Attest:
By:
Chairperson
Secretary
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution.
Date of Authentication:
as Registrar
Authorized Signatory
By:
B-5
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws, or
regulations.
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with the right of survivorship and not as tenants in common
LINIFORM GIFT MIN ACT -Custodian for
(Cust)
under Uniform Gifts to Minors
(Minor)
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond, and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to transfer the said Bond on the
bond register, with full power of substitution in the premises.
Dated:
Please insert Social Security or other
identifying number of transferee:
Signature guaranteed:
NOTICE: The transferor's signature to this Assignment must correspond with the name as it
appears on the face of the within Bond in every particular without alteration or any
change whatever.
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1168
SEB DRAFT - O9/21l15
PREI-IMINARY OFF-ICIAL S'I'ATEMENT DATED NOVEMBER ,20I5
NEW ISSUE - Book-Entry-Only Ratings: See "RATINGS" herein
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law, the Series
2015A Bonds and the income thereon are exemptfrom taxation under the laws of the State of Florida,
except estqte taxes imposed by Chapter 198, Florida Statutes, qs amended, and net income and franchise
taxes imposed by Chapter 220, Florida Statutes, as amended. NO ATTEMPT HAS BEEN MADE TO
PROVIDE THAT INTEREST ON THE SERIES 2OI5A BONDS IS EXCLUDED FROM GRO^S.S INCOME
OF THE HOLDERS THEREOF FOR FEDERAL INCOME TAX PURPOSES. For a more complete
discussion ofthe tax qspects relating to the Series 2015A Bonds, see the discussion under the heading
"TAX MATTERS" herein.
In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law (i) assuming
continuing compliance with certain covenants and the accuracy ofcertain representations, interest on the
Series 20158 Bonds is excludedfrom gross incomeforfederal income tax purposes and is not an item of
tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations and (ii) the Series 20158 Bonds and the income thereon are exemptfrom taxation under the
laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as qmended,
and net income andfranchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on
the Series 20158 Bonds may be subject to certainfederal taxes imposed only on certain corporations,
including the corporate alternative minimum tqx on a portion of that interest. For a more complete
discussion ofthe tax aspects relating to the Series 20158 Bonds, see the discussion under the heading
"TAX MATTERS" herein.
$360,000,000*
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015A
(City Center/Historic Convention Village)
Dated: Date of Delivery
Tax Increment Revenue and Revenue
Refunding Bonds, Series 20158
(City Center/Historic Convention Village)
Due: March l, as shown on inside cover page
The Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds,
Taxable Series 2015A (City Center/Historic Convention Village) (the "Series 2015,A. Bonds") and the
Miami Beach Redevelopment Agency Tax Increment Revenue and Revenue Refunding Bonds, Series
20158 (City Center/llistoric Convention Village) (the "Series 20158 Bonds" and, collectively with the
Series 2015A Bonds, the "Series 2015 Bonds") are being issued by the Miami Beach Redevelopment
Agency (the "Agency") as fully registered bonds, without coupons, in denominations of $5,000 or any
integral multiple thereof. When issued, the Series 2015 Bonds will be registered in the name of Cede &
Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as
securities depository for the Series 2015 Bonds. Purchasers will not receive certificates representing their
ownership interests in the Series 2015 Bonds purchased. See "DESCRIPTION OF THE SERIES 2015
BONDS - Book-Entry Only System" herein. Interest on the Series 2015 Bonds will accrue from their date
1169
of delivery and will be payable on March 1,2016 and semiannually on each September 1 and March I
thereafter. U.S. Bank National Association, Jacksonville, Florida, will serve as the initial bond registrar
and paying agent (the "Paying Agent") for the Series 2015 Bonds. While the Series 2015 Bonds are
registered through the DTC book-entry only system, principal of and interest on the Series 2015 Bonds
will be payable by the Paying Agent to DTC.
The proceeds of the Series 201 5A Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) provide for the advance refunding of all of the Agency's Tax Increment
Revenue Bonds, Taxable Series 1998,4. (City Center/Historic Convention Village), currently outstanding
in the aggregate principal amount of $10,000,000 (the "Outstanding Series 1998A Bonds"); (ii) provide
for the current refunding of all of the Agency's Tax Increment Revenue Refunding Bonds, Taxable Series
20054 (City Center/flistoric Convention Village), currently outstanding in the aggregate principal amount
of $27,815,000 (the "Outstanding Series 2005A Bonds"); (iii) make a deposit to the Debt Service Reserve
Account (including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit
determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the
Series 2015A Bonds (as such terms are hereinafter defined); (iv) finance certain costs of acquiring and
constructing renovations to the Convention Center and related improvements which constitute a portion
of the Series 2015 Redevelopment Project (as such terms are hereinafter defined); and (v) pay costs of
issuance of the Series 2015,4. Bonds and refunding the Outstanding Series 1998,{ Bonds and the
Outstanding Series 20054 Bonds, including the portion of the premium allocable to the Series 2015A
Bonds for any municipal bond insurance policy that may be obtained in connection with the issuance of
the Series 2015 Bonds. See "INTRODUCTION" herein.
The proceeds of the Series 201 58 Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) provide for the current refunding of all of the Agency's Tax Increment
Revenue Refunding Bonds, Series 20058 (City Center/Historic Convention Village), currently outstanding
in the aggregate principal amount of $17,175,000 (the "Outstanding Series 20058 Bonds"); (ii) make a
deposit to the Debt Service Reserve Account (including the cost of any Reserve Account Insurance Policy
or Reserve Account Letter of Credit determined by the Agency to be advisable) to satisfy the Reserve
Account Requirement relating to the Series 20158 Bonds; (iii) finance certain costs of acquiring and
constructing public renovations to the Convention Center and related public improvements which constitute
a portion of the Series 2015 Redevelopment Project; and (iv) pay costs of issuance of the Series 20158
Bonds and refunding the Outstanding Series 20058 Bonds, including the portion of the premium allocable
to the Series 2015B- Bonds for any municipal bond insurance policy that may be obtained in connection
with the issuance of the Series 2015 Bonds. See "INTRODUCTION" herein.
The Series 2015 Bonds are solely payable from and secured by a pledge of and first lien on the
Pledged Funds derived by the Agency from (i) Trust Fund Revenues; and (ii) all moneys, securities and
instruments held in the funds and accounts created under the Bond Resolution, except the Rebate Fund
(as such terms are hereinafter defined), on a parity with any additional Bonds that may be issued under
the Bond Resolution. See "SECURITY AND SOURCES OF PAYMENT" herein.
The Series 2015 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as described herein.
THE SERIES 2OI5 BONDS SHALL NOT BE AND SHALL NOT BE DEEMED TO
CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE AGENCY, THE CITY OF MIAMI
BEACH, FLORIDA (THE "CITY"), MIAMI-DADE COUNTY, FLORIDA ("THE COUNTY"), THE
STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF
ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISIONS OR LIMITATIONS, OR A
1170
PLEDGE OF THE FAITH AND CREDIT OF THE AGENCY, THE CITY, THE COUNTY, THE STATE
OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY
FROM THE PLEDGED FLINDS, AS PROVIDED IN THE BOND RESOLUTION. THE SERIES 2OI5
BONDS AND THE OBLIGATIONS EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN
UPON ANY PROPERTY OWNED BY OR SITUATED WITHIN THE CORPORATE TERRITORY OF
THE AGENCY OR THE CITY, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED
FUNDS, ALL IN THE MANNER PROVIDED IN THE BOND RESOLUTION.
The Agency may elect to purchase a municipal bond insurance policy to be delivered by a
municipal bond insurance provider concurrently with the delivery of the Series 2015 Bonds to
guarantee timely payment of the principal of and interest on the Series 2015 Bonds, or one or more
maturities of the Series 2015 Bonds, and may elect to satisfy the Reserve Account Requirement, or
any portion thereot upon issuance of the Series 2015 Bonds with a Reserve Account Insurance
Policy or Reserve Account Letter of Credit.
This cover page contains certain information for quick reference only. It is not a summary
of this issue. Investors must read the entire Official Statement to obtain information essential to
the making of an informed investment decision.
The Series 2015 Bonds are offered when, as and if issued by the Agency, subject to the opinion
on certain legal matters relating to their issuance of Squire Patton Boggs (US) LLP, Miami, Florida, Bond
Counsel to the Agency, and certain other conditions. Certain legal matters will be passed upon for the
Agency by Raul J. Aguila, Esquire, Miami Beach, Florida, General Counsel to the Agency, and certain
legal matters relating to disclosure will be passed upon for the Agency by the Law Offices of Steve E.
Bullock, P.A., Miami, Florida, Disclosure Counsel to the Agency. Greenberg Traurig, P.A., Miami,
Florida, is serving as Counsel to the Underwriters and kBC Capilal Markets, LLC, St. Petersburg,
Florida, is serving as Financial Advisor to the Agency in connection with the issuance of the Series 2015
Bonds. It is expected that the Series 2015 Bonds will be availablefor delivery through DTC in New York,
New York on or about December , 2015.
Morgan Stanley
Wells Fargo Securities
Raymond James & Associates, Inc.
Dated: November _,2015
BofA Merrill Lynch
Loop Capital Markets
* Preliminary, subject to change.
1171
Rerl herring: Thi.; Preliminary Ollit'ial Stotemetrt utrtl llte ittforntaliott cottlained herein etrc subfec't to
umendtnent ond c'omstletion without notit'e. The Series 20I -5 Bottds mor) nol be .sold and o//crs lo bL,r' mat,
not be accepted prior to the time the Ol/ic'ial Statetnent i.s tlelit,ered in linal /orm. Llnder no c'irc'utnstanc'es
shull this Preliminar.t' O/ficial Statentent c'otrstitute an o//ar to sell or the sct/it'itcttion oJ'an of/br to but,,
nor shall there be anr sele o.f'the Series 2015 Bonds 1,1 71n1, jurisdiction in v,hic'lt suc'h offer, solic'itation
or sale u'ould be unlaw,/hl prior to registration or qualifit'ation under the securities la--s of any such
jLrrisdic'tion.
1172
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
PRICES, YIELDS AND INITIAL CUSIP NUMBERS*t
Due
(March l)
2016
20t7
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
$
Initial
CUSIP Number
593237 _
593237 _
593237 _
593237 _
s93237 _
593237 _
593237 _
593237 _
593237 _
593237 _
s93237 _
s93237 _
593237 _
$
Principal
Amount
Series 2015A Serial Bonds
Interest
Rate
%
oZ Series 20 15A Term Bonds Due March I , 20
Initial CUSIP Number: 593237
Price Yield
%
- Price: / Yield:
1173
$
Principal
Amount
Interest
Rate Price
Series 20158 Serial Bonds
Due
(March l)
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
203',7
2038
2039
2040
2041
2042
2043
2044
Yield
o//o
Initial
CUSIP Number
593237 _
593237 _
593237 _
s93237 _
593237 _
593237 _
s93237 _
593237 _
593237 _
s93237 _
593237 _
s93237 _
593237 _
s93237 _
s93237 _
593237 _
s93237 _
593237 _
593237 _
s93237 _
593237 _
593237 _
593237 _
593237 _
593237 _
593237 _
s93237 _
593237 _
s93237 _
$--%Series20l5BTermBondsDueMarch1,20--Price:-lYield:
Initial CUSIP Number: 593237
%
1174
* Preliminary, subject to change.
t Neither the City nor the Underwriters is responsible for the use of CUSIP Numbers, nor is any representation
made as to their correctness. The CUSP Numbers are included solely for the convenience of the readers of this
Official Statement.
1175
MIAMI BEACH REDEVELOPMENT AGENCY(I)
CHAIRMAN
PhiliP Levinet2)
VICE CHAIRMAN
Edward L. Tobin(2)
MEMBERS
Joy Malakoff, Member
Jonah Wolfs on, MemberQ)
ADMINISTRATION
Michael Grieco, Member
Deede Weithorn, MemberQ)
Executive Director
Jimmy L. Morales, Esquire
Interim Chief Financial Offtcer
John Woodruff
Bond Counsel
Squire Patton Boggs (US) LLP
Miami, Florida
Financial Advisor
RBC Capital Markets, LLC
St. Petersburg, Florida
Micky Steinberg, Member
Bruno A. Barreiro, Member
General Counsel
Raul J. Aguila, Esquire
Secretary
Rafael E. Granado, Esquire
Disclosure Counsel
Law Offices of Steve E. Bullock, P.A.
Miami, Florida
Independent Auditors
Crowe Horwath LLP
Fort Lauderdale, Florida
Assistunt Executive Director
Kathie G. Brooks
CONSULTANTS
(l)The Mayor and each of the members of the City Commission of the City serve as the Chairman and members of
the Agency, respectively, with the City Commissioner appointed as Vice Mayor serving as the Vice Chairman
of the Agency. In addition, pursuant to the Third Amendment to the Interlocal Cooperation Agreement dated
January 20,2015 among the Agency, the City and the County, the County Commissioner of District 5 on the
Board of County Commissioners of Miami-Dade County, Florida also serves as a member of the Agency.
Commissioner Bruno A. Barreiro currently serves in such capacity.
The Mayor is running against a single opponent in the general election of the City to be held on November 3,
2015. In addition, a new commissioner will be elected in such general election for the City Commission seat for
Districts IV, V and VI or, if required because a candidate did not receive more than fifty percent (50%) of the
votes cast in the general election, in a run-off election. If required, the run-off election will be held on November
17,2015. The results of the election are expected to be certified by the current Mayor and City Commission in
a meeting to be held sometime after the general election or, if a run-off election is held, after the run-off election.
The current Mayor and City Commission are expected to serve until newly elected members have been seated.
(2)
1176
IINSERT MAP OF MIAMI BEACH REDEVELOPMENT AGENCY
SHOWING EACH OF THE AGENCY'S REDEVELOPMENT AREAS]
1177
No dealer, broker, salesman or other person has been authorized by the Agency or the
Underwriters to make any representations, other than those contained in this Official Statement, in
connection with the offering contained herein, and if given or made, such other information or
representations must not be relied upon as having been authorizedby any of the foregoing. This Official
Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the Series 2015 Bonds by any person in any jurisdiction in which it is unlawful for such person
to make such offer, solicitation or sale. The information contained in this Official Statement has been
obtained from public documents, records and other sources considered to be reliable and, while not
guaranteed as to completeness or accuracy, is believed to be correct. Any statement in this Official
Statement involving estimates, assumptions and opinions, whether or not so expressly stated, are intended
as such and are not to be construed as representations of fact, and the Underwriters and the Agency
expressly make no representation that such estimates, assumptions and opinions will be realized or
fulfilled. Any information, estimates, assumptions and matters of opinion contained in this Official
Statement are subject to change without notice, and neither the delivery of this Official Statement, nor any
sale hereunder, shall, under any circumstances, create any implication that there has been no change in
the affairs of the Agency since the date hereof.
The Underwriters have provided the following sentence for inclusion in this Official Statement.
The Underwriters have reviewed the information in this Official Statement in accordance with, and as part
of, their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarqntee the accuracy or completeness
of such information.
The order and placement of materials in this Official Statement, including the Appendices, are not
to be deemed a determination of relevance, materiality or importance, and this Official Statement,
including the Appendices, must be considered in its entirety. The captions and headings in this Official
Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect
the meaning or construction, of any provisions or sections in this Official Statement. The offering of the
Series 2015 Bonds is made only by means of this entire Official Statement.
References to website addresses presented in this Official Statement are for informational purposes
only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified
otherwise, such websites and the information or links contained therein are not incorporated into, and are
not part of, this Official Statement.
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements." Such statements generally are identifiable by the terminology used, such
as "plan," "expect," 'oestimate," "project," "forecast," "budget" or other similar words. The achievement
of certain results or other expectations contained in such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
described to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The Agency does not plan to issue any updates or revisions
to those forward-looking statements if or when its expectations or events, conditions or circumstances on
which such statements are based occur.
THE SERIES 20 I 5 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, NOR HAS THE RESOLUTION BEEN
QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON
EXEMPTIONS CONTAINED IN SUCH ACTS. THE EXEMPTION OF THE SERIES 2015 BONDS
1178
FROM REGISTRATION OR QUALIFICATION IN CERTAIN STATES CANNOT BE REGARDED AS
A RECOMMENDATION THEREOF. IN MAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE AGENCY AND THE TERMS OF THIS
OFFERNG,INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY
OR AGENCY WIL HAVE PASSED UPON THE ACCURACY ORADEQUACY OF THIS OFFICIAL
STATEMENT OR APPROVED OR RECOMMENDED THE SERIES 2OI5 BONDS FOR SALE. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES 2OI5 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2OI5 BONDS TO CERTAIN
DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED
ON THE INSIDE COVERPAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING
PRICES MAY BE CHANGED FROM TIME TO TIME BY THE LINDERWRITERS.
THIS OFFICIAL STATEMENT SHALLNOT CONSTITUTE A CONTRACT BETWEEN THE
AGENCY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2015
BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS
EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC
FORMAT ON THE WEBSITE: WWW.MUNIOS.COM. THIS OFFICIAL STATEMENT MAY BE
RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOLIND FORMAT OR IF IT IS PRINTED IN FULL
DIRECTLY FROM SUCH WEBSITE.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE
AGENCY FOR PURPOSES OF RULE l5c2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE
OMITTED PURSUANT To RULE 1sc2-12(b)(l).
1179
TABLE OF CONTENTS
Page
INTRODUCTION. I
PURPOSE OF THE ISSUE. 3
General.. 3
Plan of Refunding. 3
Series 2015 Redevelopment Project. 4
ESTIMATED SOURCES AND USES OF FLINDS. 7
THE SERIES 2OI5 BONDS. 7
General.. 7
Redemption Provisions. 8
Book-Entry-Only System l0
SECURITY AND SOURCES OF PAYMENT 12
PledgedFunds. ....... 12
Flowof Funds. ... 15
Debt Service Reserve Account. 17
Additional Bonds. 18
OtherObligations SecuredbyPledgedFunds. ....... 19
Limitedliability. .....20
Modifications or SupplementstoBondResolution... ....... 20
MUNICIPALBONDINSURANCE..... .....,21
DEBTSERVICESCHEDULE ...22
THEAGENCY... .,....22
General.. ......22
Creationof AgencyandRedevelopmentAreas. ...... 23
RDAlnterlocalAgreement.... ......24
Powers. .......26
EminentDomainlegislation. ........27
Personnel. -.... 28
TRUSTFUNDREVENUES ..... 31
HistoricalTrustFundRevenues. ..... 3l
HistoricalDebtServiceCoverage. ....39
RISKFACTORS.. ......39
LimitedObligationofAgency. .......40
TaxlncrementFinancing ......40
PENSIONANDOTHERPOSTEMPLOYMENTBENEFITS... ..... 42
DefinedBenefitPlans.. ...... 42
OtherPostEmploymentBenefits.. ....42
LEGALMATTERS. ...,.43
LITIGATION..... .,.... 44
ENFORCEABILITYOFREMEDIES... .......44
TAX MATTERS. . .. .. . . 45
Series20l5ABonds.. ........45
Series 20158 Bonds.. ....... . 45
CONTINUINGDISCLOSURE.. .......48
FINANCIALSTATEMENTS.... ......49
RATINGS. ...... 49
FINANCIALADVISOR. ....... 50
ul
1180
LINDERWRITING.. ..... 50
VERIFICATIONOFMATHEMATICALCOMPUTATIONS. ....... 51
CONTINGENTFEES. ...5I
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS. . . . 52
AUTHORZATIONCONCERNINGOFFICIAL STATEMENT. . .... 52
CONCLUDING STATEMENT. . ..... . 52
APPENDICES
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
APPENDIX G
[APPENDIX H
General Information and EconomicData Regarding the
City ofMiamiBeach, Florida andMiami-Dade County, Florida. . . . . . . . A-l
Excerpts from Comprehensive Annual Financial Report of the City of
Miami Beach, Florida for the Fiscal Year Ended September 30,2014. . . B-l
Financial Report of the Miami Beach Redevelopment Agency
(A Component Unit of the City of Miami Beach, Florida)
for the Fiscal Year Ended September 30,2014.. . . C-l
TheBondResolution.. .... D-l
Proposed Form of Opinion of Bond Counsel. E-l
ProposedFormof OpinionofDisclosureCounsel. ....... F-l
Form of Disclosure Dissemination Agent Agreement. . . . G-l
Specimen Municipal Bond Insurance Policy. . . . . H-11
lv
1181
OFFICIAL STATEMENT
relating to
$360,000,000*
MIAMI BEACH REDEVELOPMENT AGENCY
$_*
Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015A
(City Center/Historic Convention Village)
Tax Increment Revenue and Revenue
Refunding Bonds, Series 20158
(City Center/Historic Convention Village)
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to set forth
certain information relating to the Miami Beach Redevelopment Agency (the "Agency") and the issuance
by the Agency of its $* in aggregate principal amount of Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015A (City Center/Historic Convention Village) (the "Series 2015A
Bonds") and its $* in aggregate principal amount of Tax Increment Revenue and Revenue
Refunding Bonds, Series 20158 (City CenterAlistoric Convention Village) (the "Series 20158 Bonds" and,
collectively with the Series 2015A Bonds, the "Series 2015 Bonds"). The Series 2015 Bonds are being
issued pursuant to and under the authority of the Constitution and laws of the State of Florida (the
o'State"), including particularly the Community Redevelopment Act of 1969, as amended, being Chapter
163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act") and
Resolution No. _-2015 adopted by the Chairman and members of the Agency (collectively, the
"Commission") on October _, 2015 (the "Bond Resolution"). See "APPENDIX D - The Bond
Resolution."
Issuance of the Series 2015 Bonds has been approved by the Mayor and City Commission of the
City of Miami Beach, Florida (collectively, the "City Commission") by Resolution No. 2015--
adopted by the City Commission on October _,2015. Issuance of the Series 2015 Bonds was further
approved by the Agency pursuant to Resolution No. 607-2014 adopted by the Commission on November
19, 2014, by the City of Miami Beach, Florida (the "City") pursuant to Resolution No. 2014-28835
adopted by the City Commission on November 19, 2014 and by Miami-Dade County, Florida (the
o'County") pursuant to Resolution No. R-l I l0-14 adopted by the Board of County Commissioners of the
County on December 16, 2014, each authorizing the execution and delivery of the Third Amendment to
the Interlocal Cooperation Agreement dated January 20,2015 among the Agency, the City and the County.
See "THE AGENCY - RDA Interlocal Agreement" herein.
The Series 2015 Bonds will be issued in book-entry only form and purchasers of the Series 2015
Bonds will not receive certificates representing their interest in the Series 2015 Bonds purchased. The
Series 2015 Bonds will contain such other terms and provisions, including provisions regarding
redemption, as described in "DESCRIPTION OF THE SERIES 2015 BONDS" herein.
To finance and refinance projects in the Redevelopment Area in accordance with the
Redevelopment Plan (as such terms are hereinafter defined), the Agency has heretofore issued multiple
series of Bonds pursuant to Resolution No. 150-94, adopted by the Commission on January 5, 1994, as
* Preliminary, subject to change.
1182
supplemented (the "Prior Bond Resolution"). From its prior issuances, the Agency has outstanding (i)
the $29,105,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
1998A (City Center/flistoric Convention Village), which are currently outstanding in the aggregate
principal amount of $10,000,000 (the "Outstanding Series 1998A Bonds"); (ii) the $51,440,000 Miami
Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds, Taxable Series 2005A (City
Center,t{istoric Convention Village), which are currently outstanding in the aggregate principal amount
of $27,815,000 (the "Outstanding Series 2005A Bonds"); and (iii) the $29,930,000 Miami Beach
Redevelopment Agency Tax Increment Revenue Refunding Bonds, Series 20058 (City Center/Historic
Convention Village), which are currently outstanding in the aggregate principal amount of $17,175,000
(the "Outstanding Series 20058 Bonds" and, together with the Outstanding Series 1998A Bonds and the
Outstanding Series 20054 Bonds, the "Outstanding Prior Bonds").
Proceeds of the Series 2015 Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) refund all of the Outstanding Prior Bonds; (ii) make a deposit to the Debt
Service Reserve Account, including the cost of any Reserve Account Insurance Policy or Reserve Account
Letter of Credit determined by the Agency to be advisable, to satis$r the Reserve Account Requirement
relating to the Series 2015 Bonds (as such terms are defined in the Bond Resolution); (iii) finance certain
costs of acquiring and constructing renovations to the Convention Center and related improvements which
constitute a portion of the Series 2015 Redevelopment Project (as such terms are hereinafter defined); and
(iv) pay costs of issuance of the Series 2015 Bonds and refunding the Outstanding Prior Bonds, including
the premium for any municipal bond insurance policy that may be obtained in connection with the issuance
of the Series 2015 Bonds. See "PURPOSE OF THE ISSUE" herein.
The Series 2015 Bonds are solely payable from and secured by a pledge of and first lien on the
Pledged Funds derived by the Agency from (i) Trust Fund Revenues (as described herein); and (ii) except
for moneys, securities and instruments in the Rebate Fund, all moneys, securities and instruments held in
the funds and accounts established under the Bond Resolution. Additional Bonds may be issued, on a
parity with the Series 2015 Bonds, upon satisfaction of the conditions described in the Bond Resolution.
See "SECURITY AND SOURCES OF PAYMENT Additional Bonds" herein. The Series 2015 Bonds
and any additional Bonds hereafter issued are collectively referred to herein as the "Bonds."
The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or
obligation of the Agency, the City the County, the State or any political subdivision thereof within the
meaning of any constitutional, 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
payable solely from the Pledged Funds, and the obligations evidenced thereby shall not constitute a lien
upon any property owned by or situated within the corporate territory of the Agency or the City, but shall
constitute a lien only on the Pledged Funds, all in the manner provided in the Bond Resolution. See
"SECURITY AND SOURCES OF PAYMENT - Limited Liability" herein.
The Agency may elect to purchase a municipal bond insurance policy (the "Bond Insurance
Policy") to be delivered by a municipal bond insurance provider (the "Bond Insurer") concurrently
with the delivery of the Series 2015 Bonds to guarantee timely payment of the principal of and
interest on the Series 2015 Bonds, or one or more maturities of the Series 2015 Bonds, and may elect
to satisfy the Reserve Account Requirement, or any portion thereof, upon issuance of the Series 2015
Bonds with a Reserve Account Insurance Policy or Reserve Account Letter of Credit.
This introduction is intended to serve as a brief description of this Official Statement and is
expressly qualified by reference to this Officiat Statement as a whole. A full review should be made of
1183
this entire Official Statement, as well as the documents and reports summarized or described herein. The
description of the Series 20 I 5 Bonds, the documents authorizing and securing the same, including, without
Iimitation, the Bond Resolution, and the information from various reports contained herein are not
comprehensive or definitive. All references herein to such documents and reports are qualified by the
entire, actual content of such documents and reports. Copies of such documents and reports may be
obtained from the Agency by contacting the Agency's Interim Chief Financial Officer, 1700 Convention
Center Drive, Miami Beach, Florida 33139, Telephone number: (305) 673-7466.
Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed
to such terms in the Bond Resolution. See "APPENDIX D - The Bond Resolution."
PURPOSE OF THE ISSUE
General
The Series 2015A Bonds are being issued by the Agency for the purpose of providing funds that
will be used, together with certain other legally available moneys of the Agency, to (i) provide for the
advance refunding of all of the Outstanding Series 1998,4' Bonds; (ii) provide for the current refunding
of all of the Outstanding Series 20054 Bonds; (iii) make a deposit to the Debt Service Reserve Account
(including the cost of any Reserve Account Insurance Policy or Reserve Account Letter of Credit
determined by the Agency to be advisable) to satisfy the Reserve Account Requirement relating to the
Series 2015A Bonds; (iv) finance certain costs of acquiring and constructing renovations to the Miami
Beach Convention Center (the "Convention Center") and related improvements, as more particularly
described below in "PUMOSE OF THE ISSUE - Series 2015 Redevelopment Project" (collectively, the
"Series 2015 Redevelopment Project"); and (v) pay costs of issuance of the Series 2015,{ Bonds and
refunding the Outstanding Series 1998,4. Bonds and the Outstanding Series 20054 Bonds, including the
portion of the premium allocable to the Series 2015,A, Bonds for any municipal bond insurance policy that
may be obtained in connection with the issuance of the Series 2015 Bonds.
The proceeds of the Series 20158 Bonds will be used, together with certain other legally available
moneys of the Agency, to (i) provide for the current refunding of all of the Outstanding Series 20058
Bonds; (ii) make a deposit to the Debt Service Reserve Account (including the cost of any Reserve
Account Insurance Policy or Reserye Account Letter of Credit determined by the Agency to be advisable)
to satisff the Reserve Account Requirement relating to the Series 20158 Bonds; (iii) finance certain costs
of acquiring and constructing public renovations to the Convention Center and related public improvements
which constitute aportion of the Series 2015 Redevelopment Project; and (iv) pay costs of issuance of
the Series 20158 Bonds and refunding the Outstanding Series 20058 Bonds, including the portion of the
premium allocable to the Series 20158 Bonds for any municipal bond insurance policy that may be
obtained in connection with the issuance of the Series 2015 Bonds.
Plan of Refunding
A portion of the proceeds of the Series 201 5,A, Bonds, together with certain other legally available
moneys of the Agency, will be used to provide for the advance refunding of the Outstanding Series 1998,{
Bonds and for the current refunding of the Outstanding Series 20054 Bonds. A portion of the proceeds
of the Series 20158 Bonds, together with certain other legally available moneys of the Agency, will be
used to provide for the current refunding of the Outstanding Series 20058 Bonds. The Agency will call
all of the Outstanding Series 20054 Bonds and all of the Outstanding Series 20058 Bonds for redemption
on January _,2016 at a redemption price equal to 100% of the outstanding principal amount of such
1184
Bonds, without premium. The Outstanding Series 1998A Bonds are not subject to optional redemption.
Such Bonds shall be defeased upon issuance ofthe Series 2015A Bonds, as described herein.
To effect the advance refunding of the Outstanding Series 1998A Bonds and the current refunding
of the Outstanding Series 20054 Bonds, the Agency will enter into an Escrow Deposit Agreement (the
"Taxable Bonds Escrow Agreement") on or prior to the delivery of the Series 2015,{ Bonds with U.S.
Bank National Association, Jacksonville, Florida (the "Escrow Agent"). Pursuant to the terms of the
Taxable Bonds Escrow Agreement, the Agency will deposit a portion of the proceeds of the Series 2015A
Bonds, together with other legally available moneys of the Agency, into an escrow deposit trust fund to
be maintained by the Escrow Agent (the "Taxable Bonds Escrow Deposit Trust Fund"). A portion of such
proceeds and moneys will be applied on the date of delivery of the Series 2015.{ Bonds to the purchase
of Government Obligations (as defined in the Taxable Bonds Escrow Agreement) maturing at such times
and in such amounts so that the maturing principal, together with the interest income thereon and cash held
uninvested in the Taxable Bonds Escrow Deposit Trust Fund, will be sufficient to pay the principal of and
interest due on (i) the Outstanding Series 1998.4. Bonds on their scheduled dates for payment, until final
maturity on December 1,2020, and (ii) the Outstanding Series 2005A Bonds to and including January
_,2016, on which date the Outstanding Series 20054 Bonds will be redeemed.
To effect the current refunding of the Outstanding Series 20058 Bonds, the Agency will enter into
an Escrow Deposit Agreement (the "Tax-Exempt Bonds Escrow Agreement") on or prior to the delivery
of the Series 20158 Bonds with the Escrow Agent. Pursuant to the terms of the Tax-Exempt Bonds
Escrow Agreement, the Agency will deposit a portion of the proceeds of the Series 20158 Bonds, together
with other legally available moneys of the Agency, into an escrow deposit trust fund to be maintained by
the Escrow Agent (the "Tax-Exempt Bonds Escrow Deposit Trust Fund"). A portion of such proceeds
and moneys will be applied on the date of delivery of the Series 20158 Bonds to the purchase of
Government Obligations (as defined in the Tax-Exempt Bonds Escrow Agreement) maturing at such times
and in such amounts so that the maturing principal, together with the interest income thereon and cash held
uninvested in the Tax-Exempt Bonds Escrow Deposit Trust Fund, will be sufficient to pay the principal
of and interest due on the Outstanding Series 20058 Bonds to and including January _ , 2016, on which
date the Outstanding Series 20058 Bonds will be redeemed.
Subsequent to the deposit of moneys into the Taxable Bonds Escrow Deposit Trust Fund and the
Tax-Exempt Bonds Escrow Deposit Trust Fund and the investment of such moneys as described in the
preceding paragraphs, all of the Outstanding Prior Bonds, in the opinion of Bond Counsel, rendered in
reliance upon schedules verified as to accuracy by Integrity Public Finance Consulting LLC, Jacksonville,
Florida (the "Verification Agent"), will no longer be Outstanding under the provisions of the Prior Bond
Resolution. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein.
The maturing principal of and interest on the Government Obligations and cash held uninvested
in the Taxable Bonds Escrow Deposit Trust Fund and the Tax-Exempt Bonds Escrow Deposit Trust Fund
will notbe available to payprincipal of and interest on the Series 2015 Bonds.
Series 2015 Redevelopment Project
Spanning four (4) city blocks and located in the heart of the South Beach area of the City, the
Convention Center currently accommodates meetings, conventions, trade shows and consumer shows. The
facility originally opened in 1957 and received a major expansion and renovation in 1989, doubling its
original size. Currently the Convention Center encompasses over 1,000,000 square feet of flexible space,
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including; over 500,000 square feet ofexhibit space and over 100,000 square feet ofversatile, pre-function
area space. It currently has seventy (70) meeting rooms comprised of 127,000 square feet.
The Series 2015 Redevelopment Project includes a major renovation and expansion of the
Convention Center to transform the building to "Class A" standards, including Silver LEED certification
upgrades and enhanced technology. The design modifications will include reorientation of the exhibit
halls, facade upgrades, site improvements along the canal and roadways adjacent to the development, the
addition of a grand ballroom, junior ballrooms and meeting rooms. The newly renovated Convention
Center will be a 1.4 million square foot, state-of-the-art event facility, with new ballrooms, meeting rooms,
versatile indoor/outdoor public spaces and a new 5.8 acre public park containing a flexible lawn area, a
food pavilion and a public plaza to honor the City's veterans. Such renovations and improvements related
to the Convention Center upgrade are currently scheduled to be completed during Fiscal Year 2018 at a
total cost of approximately $596 million, including the portion of such renovations and improvements
which constitute the Series 2015 Redevelopment Project.
The Series 2015 Redevelopment Project will consist of the Convention Center interior renovations,
which will include the redistributed division of the four (4) main exhibition hall spaces and the additional
programming of more flexible arrangements of private meeting rooms and additional indoor/outdoor
versatile exhibition spaces. Currently, the four (4) main exhibit halls are divided into quadrants, two (2)
accessible solely from Washington Avenue and the other two (2) accessible solely from Convention Center
Drive. The new Convention Center will reorient the halls in an EasVWest direction, with the primary
access from Convention Center Drive leading into a new grand, fully open, double story entry lobby.
Washington Avenue will serve as a secondary means of pedestrian entry.
The Series 2015 Redevelopment Project includes substantial improvements to the north of the
Convention Center. Above a new enclosed ground floor parking area that will be separately financed will
be a 60,000 square foot grand ballroom, offering vistas of the upgraded 2l$ Street Park located along
Collins Canal, featuring the to-be-restored, historic Carl Fisher Clubhouse, the oldest public structure in
the City. In addition, Convention Center Drive will become the main access point for vehicular access.
Modifications will include a new median along Convention Center Drive and 19ft Street, increasing the
attractiveness of the streetscape and creating a more sophisticated boulevard experience. The Canal
walkway will undergo a significant upgrade to create a more attractive northern portion of the Convention
Center property.
The Series 2015 Redevelopment Project also includes the demolition of the existing recreation
center along Washington Avenue and replacement of an existing 800 vehicle surface parking lot with the
new, 5.8 acre urban park, dining pavilion and Veterans Plaza.
In addition to the renovations to the Convention Center and related improvements on the
Convention Center property described above, certain ancillary projects related to the Convention Center
improvements are also included in the Series 2015 Redevelopment Project. Set forth below is a brief
description of such ancillary projects and the estimated cost of each project.
$20,000,000 Lincoln Road improvements from Washington Avenue to Lenox Avenue
The project will consist of refurbishment of Lincoln Road pedestrian mall,
including new lighting, refurbishing pedestrian surfaces, street furnishings, healthy
tree fertilization systems, milling and resurfacing pavement surfaces and cross
walk enhancements.
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$12,000,000 Improvements to l/ Street and connectors to Lincoln Road
The Project will consist of enhancement of pedestrian experience from the
Convention Center to Lincoln Road along Drexel Avenue, Pennsylvania Avenue
and Meridian Avenue, including new lighting, sidewalk and road reconstmction,
street furnishings, landscaping, healthy tree fertilization systems, irrigation and
cross walk enhancements.
$ 3,750,000 Bass Museum Interior Expansion Project
The project will consist of improvements to increase programmable space by
forty-seven percent (47 %).
The Commission may determine by resolution to undertake other capital improvements to the
Convention Center property or related ancillary projects in addition to andlor in lieu of the improvements
or any portion of the improvements described above; provided, however, that such other capital
improvements are authorized under the Third Amendment to the Interlocal Cooperation Agreement dated
January 20,2015 among the Agency, the City and the County. See "THE AGENCY - RDA Interlocal
Agreement" herein.
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ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds in connection with the
issuance of the Series 2015 Bonds:
Sources of Funds
Series 2015A Series 20158
Bonds Bonds Total
Par Amount of Series 2015 Bonds
Net Original Issue Discount/Premium
Other Legally Available Moneys(r)
Total Estimated Sources of Funds
Uses of Funds
Deposit to Taxable Bonds Escrow
Deposit Trust Fund(2)
Deposit to Tax-Exempt Bonds Escrow
Deposit Trust Fund@)
Deposit to Series 2015 Construction Account(3)
Deposit to Debt Service Reserve Account
Cost of Issuance Deposit(a)
Underwriters' Discount
Total Estimated Uses of Funds
$:
$: $-
(l) Constitutes amount held in the frmds and accounts under the Prior Bond Resolution for the benefit of the Outstanding Prior
Bonds.
(2) See "PURPOSE OF THE ISSUE - Plan of Refunding" herein.
(3) See "PURPOSE OF THE ISSUE - Series 2015 Redevelopment Project" herein.
(4) To pay certain costs of issuance of the Series 2015 Bonds, including, without limitation, printing costs, bond counsel fees,
disclosure counsel fees, fees ofthe financial advisor and any premium paid to the Bond Insurer for issuance ofthe Bond
Insurance Policy and the Reserve Account Insurance Policy or Reserve Account Letter of Credit.
DESCRIPTION OF THE SERIES 2015 BONDS
General
The Series 2015 Bonds will be dated the date of their delivery, will be issued in denominations
of $5,000 or integral multiples thereof and will bear interest at the rates and mature on the dates and in
the amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2015
Bonds is payable on March 1,2016 and semiannually thereafter on each September I and March I until
maturity or earlier redemption. Such interest shall be calculated on the basis of a 360 day year consisting
of twelve 30-day months. The Agency has appointed U.S. Bank National Association, Jacksonville,
Florida, as the Paying Agent for the Series 2015 Bonds (the "Paying Agent") and as the registrar for the
Series 2015 Bonds (the "Registrar").
$:
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In any case where the maturity date of, or the date for the payment of the principal of or interest
on the Series 2015 Bonds, or the date fixed for redemption of any Series 2015 Bonds shall be a Saturday,
Sunday or a day on which any Paying Agent is required, or authorized or not prohibited, by law (including
executive orders) to close and is closed, then payment of such interest or principal need not be paid by
the Paying Agent on such date but may be paid on the next succeeding business day on which the Paying
Agent is open for business with the same force and effect as if paid on the date of maturity or date fixed
for redemption, and no interest shall accrue for the period after such date of maturity or date fixed for
redemption.
The Series 2015 Bonds will be registered in the name of Cede & Co., as registered owner and
nominee of The Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial
interests in the Series 2015 Bonds will be made in book-entry-only form, without certificates. Unless a
securities depository other than DTC is selected by the Agency, so long as the Series 2015 Bonds shall
be in book-entry-only form, the principal of and interest on the Series 2015 Bonds will be payable to Cede
& Co. (or such other nominee selected by DTC), as registered owner thereof, and will be distributed by
DTC and the DTC Participants to the Beneficial Owners (as such terms are hereinafter defined). See
"DESCRIPTION OF THE SERIES 2015 BONDS - Book-Entry Only System" herein.
Redemption Provisions
Optional Redemption
The Series 2015 Bonds maturing on or before March 1,20_are not subject to redemption prior
to maturity. The Series 2015 Bonds maturing on or after March 1,20_are subject to redemption prior
to maturity, at the option of the Agency, on or after 1,20_ in whole or in part at any
time, in any order of maturity selected by the Agency and by lot or by such other manner as the Registrar
shall deem appropriate within a maturity, at a redemption price equal to one hundred percent (100%) of
the principal amount of the Series 2015 Bonds to be redeemed, together with accrued interest to the date
fixed for redemption.
Mandatory Sinking Fund Redemption
The Series 2015 Bonds maturing on March 1,20- are subject to mandatory sinking fund
redemption in part prior to maturity, by lot or by such other manner as the Registrar shall deem
appropriate, through the application of Amortizalion Requirements, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date, on
March I of each year in the following amounts and in the years specified:
Due
(March l)
:t
Amortization
Requirement
$
* Final maturity.
Moneys in the Bond Redemption Account shall be used solely for the purchase, redemption or
payment at maturity of the Term Bonds payable therefrom at such times as the same are subject to
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mandatory redemption or payment. However, the Agency may at any time use money held in the Bond
Redemption Account for the payment of Amortization Requirements to purchase any Series 2015 Bonds
that are 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. If, by the application of
moneys in the Bond Redemption Account, the Agency shall purchase or call for redemption in any year
Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so
purchased or redeemed shall be credited in such manner and at such times as the Executive Director shall
determine over the remaining payment dates.
Notice of Redemption
Mailing of Notice of Redemptiaz. Notice of redemption shall be given by deposit in the U.S.
mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than sixty (60)
days before the redemption date to all registered owners of the Series 2015 Bonds or portions of the Series
2015 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained
in accordance with the provisions of the Bond Resolution. Failure to mail any such notice to a registered
owner of a Series 2015 Bond, or any defect therein, shall not affect the validity of the proceedings for
redemption of any Series 20 I 5 Bond or portion thereof with respect to which no failure or defect occurred.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series
2015 Bond being redeemed, the date of publication, if any, of a notice of redemption, the name and
address of the Registrar and the Paying Agent, the redemption price to be paid and, if less than all of the
Series 2015 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters,
including CUSIP numbers, if any, of such Series 2015 Bonds to be redeemed and, in the case of Series
2015 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If
any Series 201 5 Bond is to be redeemed in part only, the notice of redemption which relates to such Series
2015 Bond shall also state that on or after the redemption date, upon surrender of such Series 2015 Bond,
a new Series 2015 Bond or Series 2015 Bonds in a principal amount equal to the unredeemed portion of
such Series 2015 Bond will be issued. Any notice of redemption that is mailed in accordance with the
provisions of the Bond Resolution shall be conclusively presumed to have been duly given, whether or
not the owner of the Series 2015 Bond called for redemption receives such notice.
In the case of an optional redemption of Series 2015 Bonds, the redemption notice may state that
(a) it is conditioned upon the deposit of moneys with the Paying Agent or with a bank, trust company or
other appropriate fiduciary institution acting as escrow agent (the "escrow agent"), in amounts necessary
to effect the redemption, no later than the redemption date, or (b) the Agency retains the right to rescind
such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and
such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the
notice is rescinded as described in this paragraph. Any such notice of Conditional Redemption shall be
captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any
time prior to the redemption date if the Agency delivers a written direction to the Registrar directing the
Registrar to rescind the redemption notice. The Registrar shall give prompt notice of such rescission to
the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been
rescinded shall remain Outstanding, and neither the rescission nor the failure by the Agency to make such
moneys available shall constitute a default under the Bond Resolution.
Effect of Redemption. Notice having been given in the manner and under the conditions described
above, and with respect to a Conditional Redemption, the Conditional Redemption not having been
1190
rescinded, the Series 2015 Bonds or portions of Series 2015 Bonds so called for redemption shall, on the
redemption date designated in such notice, become and be due and payable at the redemption price
provided for redemption of such Series 2015 Bonds or portions of Series 2015 Bonds on such date. On
the date so designated for redemption, moneys for payment of the redemption price being held in separate
accounts by the Paying Agent in trust for the registered owners of the Series 2015 Bonds or portions
thereof to be redeemed, all as provided in the Bond Resolution, interest on the Series 2015 Bonds or
portions of Series 201 5 Bonds so called for redemption shall cease to accrue, such Series 2015 Bonds and
portions of Series 2015 Bonds shall cease to be entitled to any lien, benefit or security under the Bond
Resolution and shall be deemed paid thereunder, and the registered owners of such Series 2015 Bonds or
portions of Series 2015 Bonds shall have no right in respect thereof except to receive payment of the
redemption price thereof and to receive Series 2015 Bonds for any unredeemed portions of the Series 2015
Bonds.
Book-Entry-Only System
DTC will act as securities depository for the Series 2015 Bonds. The Series 2015 Bonds will be
issued as fully-registered securities registered in the name of Cede & Co., as DTC's partnership nominee,
or such other name as may be requested by an authorized representative of DTC. One fully-registered
Series 2015 Bond certificate will be issued for each maturity of the Series 2015 Bonds, as set forth on the
inside cover page of this Official Statement, each in the aggregate principal amount of such maturity, and
will be deposited with DTC.
DTC, the world's largest depository, 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 l7A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market
instruments from over one hundred (100) countries that its participants ("Direct Participants") deposit with
DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of
The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC,
National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants" and, together with Direct
Participants, "DTC Participants"). DTC has Standard & Poor's rating of AA+. The DTC rules applicable
to the DTC Participants are on file with the Securities and Exchange Commission. More information
about DTC can be found at wry1r-dlqc.com and www.dtc.org.
Purchases of Series 2015 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2015 Bonds on DTC's records. The ownership
interest of each actual purchaser of each Series 2015 Bond ("Beneficial Owner") is in turn to be recorded
on the DTC Participants' records. Beneficial Owners will not receive wriffen confirmation from DTC of
their purchase but Beneficial Owners are expected to receive written confirmations providing details of
l0
1191
the transaction, as well as periodic statements of their holdings, from the DTC Participant through which
the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2015
Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Series 2015 Bonds, except in the event that use of the book-entry system for the Series 2015 Bonds is
discontinued.
To facilitate subsequent transfers, all Series 2015 Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co, or such other name as may
be requested by an authorized representative of DTC. The deposit of Series 2015 Bonds with DTC and
their registration in the name of Cede & Co., or such other DTC nominee, will not effect any change in
beneficial ownership of the Series 2015 Bonds. DTC has no knowledge of the actual Beneficial Owners
of the Series 2015 Bonds; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Series 2015 Bonds are credited, which may or may not be the Beneficial Owners. The DTC
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by DTC 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. Beneficial Owners of the Series 2015 Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Series 2015 Bonds, such as
redemptions, defaults and proposed amendments to the documents securing the Series 2015 Bonds. For
example, Beneficial Owners of the Series 2015 Bonds may wish to ascertain that the nominee holding the
Series 2015 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In
the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and
request that copies of notices are provided directly to them.
Redemption notices shall be sent by the Registrar to DTC. If less than all of the Series 2015
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. (nor any other DTC nominee) will consent or vote with respect to
Series20l5BondsunlessauthorizedbyaDirectParticipantinaccordancewithDTC'sProcedures. 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 2015 Bonds are credited on the record date (identified in a listing attached
to the Omnibus Proxy).
Principal and interest payments on the Series 2015 Bonds will be made to Cede & Co., or to such
other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the
Agency or the Paying Agent on the payable date in accordance with their respective holdings shown on
DTC's records. Payments by DTC 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, its nominee, 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 Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency
or the Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of
ll
1192
DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of DTC
Participants.
When reference is made to any action which is required or permitted to be taken by the Beneficial
Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on
behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the
Agency only to DTC.
DTC may discontinue providing its services as securities depository with respect to the Series 201 5
Bonds at any time by giving reasonable notice to the Agency or the Paying Agent. Under such
circumstances, in the event that a successor securities depository is not obtained, bond certificates
representing the Series 2015 Bonds are required to be printed and delivered. The Agency may decide to
discontinue use ofthe system ofbook-entry transfers through DTC (or a successor securities depository).
ln that event, bond certificates representing the Series 2015 Bonds will be printed and delivered.
Thereafter, Series 2015 Bond certificates may be transferred and exchanged as described in the Bond
Resolution. See "APPENDIX D - The Bond Resolution."
SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE REGISTERED
OWNER OF THE SERIES 2015 BONDS, THE AGENCY, THE REGISTRARAND THE PAYING
AGENT SHALL TREAT CEDE & CO. AS THE ONLY OWNER OF THE SERIES 2015 BONDS
FOR ALL PURPOSES UNDER TIIE BOND RESOLUTION, INCLUDING RECEIPT OF ALL
PRINCIPAL OF AND INTEREST ON THE SERIES 2015 BONDS, RECEIPT OF NOTICES,
VOTING AND REQUESTING OR DIRECTING THE AGENCY, THE REGISTRAR AND THE
PAYING AGENT TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS
UNDER THE BOND RESOLUTION. THE AGENCY, THE REGISTRAR AND THE PAYING
AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR
THE BENEFICIAL OWNERS WITII RESPECT TO (A) THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (B) THE PAYMENT BY ANY DTC
PARTICIPANT OF ANY AMOTINT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE
PRINCIPAL OF AND INTEREST ON THE SERIES 2015 BONDS; (C) THE DELMRY OR
TIMELINESS OF DELIVERY BY ANY DTC PARTICIPANT OF ANY NOTICE TO ANY
BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE
BOND RESOLUTION TO BE GMN TO BONDHOLDERS; OR (D) OTHER ACTION TAKEN
BY DTC OR CEDE & CO., AS THE REGISTERED OWNER OF THE SERIES 2015 BONDS.
The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the Agency believes to be reliable, but the Agency and the Underwriters take no
responsibility for the accuracy of such information.
SECURITY AND SOURCES OF PAYMENT
Pledged Funds
The payment of the principal of, redemption premium, if any, and interest on all Bonds are secured
equally and ratably by a first lien on and pledge of the Pledged Funds, which consist of (i) the Trust Fund
Revenues and (ii) except for moneys, securities and instruments in the Rebate Fund, all moneys, securities
and instruments held in the funds and accounts established under the Bond Resolution. "Trust Fund
Revenues" means the revenues derived from the Redevelopment Area and received by the Agency for
deposit into the Trust Fund pursuant to Section 163.387, Florida Statutes, as amended, and Ordinances of
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1193
the City and the County establishing the Trust Fund and providing for the deposit therein of tax increment
revenues from each "taxing authority," in accordance with the provisions of the Act. Pursuant to such
provisions of the Act and Ordinances of the City and the County, as of the issuance of the Series 2015
Bonds, "taxing authority" shall mean the City and the County. See "THE AGENCY - Creation of Agency
and Redevelopment Areas" herein.
"Redevelopment Area" means the "City Center/llistoric Convention Village Redevelopment and
Revitalization Area" located within the City and found by the City to be a "blighted area" within the
meaning of the Act and as described in the Redevelopment Plan, as the geographic boundaries of such area
may be changed from time to time, as permitted under the Act. See "THE AGENCY - Creation of Agency
and Redevelopment Areas" herein.
Trust Fund. In accordance with Section 163.387 of the Act, annual funding of the Trust Fund
must be in an amount not less than that increment in the income, proceeds, revenues and funds of each
taxing authority derived from or held in connection with the undertaking or carrying out of the
Redevelopment Plan. The increment is an amount equal to ninety-five percent (95%) of the difference
between:
(i) 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
(ii) 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 each taxing authority, exclusive of any debt
service millage, upon the total of the assessed value 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 authority prior to the effective date of the ordinance
establishing the Trust Fund (the "Base Year"). The Base Year for the Redevelopment Area is
1992.
Each taxing authority must, by January I of each year, appropriate to the Trust Fund for so long
as any Bonds are Outstanding a sum which is no less than the increment defined in the Act accruing to
such taxing authority. Any taxing authority that does not pay the increment to the Trust Fund by January
I must pay an amount equal to five percent (5%) of the amount of the increment and must pay interest
on the amount of the increment equal to one percent (l%) for each month the increment is outstanding;
provided, however, that the Agency may waive such penalty payments in whole or in part.
The increment is used to measure the amount of the contribution which must be appropriated and
contributed by each taxing authority that is required to make payments. The taxing authorities are not
required and cannot be compelled to levy ad valorem taxes to generate any such increment to make such
payments. The statutory obligation of a taxing authority to make the required payments to a community
redevelopment trust fund continues for so long as a community redevelopment agency has indebtedness
outstanding ptedging tax increment revenues to the payment thereof, but not to exceed thirty (30) fiscal
years from the date tax increment revenues were first deposited into the redevelopment trust fund or the
fiscal year in which the redevelopment plan is subsequently amended and in no event later than sixty (60)
years after the fiscal year in which the redevelopment plan was initially approved or adopted.
Additionatty, the obligation of the governing body which established a community redevelopment agency
to fund the community redevelopment trust fund annually continues until all loans, advances and
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1194
indebtedness, if any, and interest thereon, of a community redevelopment agency incurred as a result of
redevelopment in a community redevelopment area have been paid.
The original Redevelopment Plan was adopted by the Agency and approved by the City on
February 12, 1993 and by the County on March 30, 1993. The Redevelopment Plan has been amended
by the Agency since its original adoption. The Redevelopment Plan was most recently amended on
November 19,2014 to, among other things, extend the time period for the existence of the Agency from
the Fiscal Year ending September 30,2023 to the earlier of (i) the date no indebtedness pledging tax
increment revenues of the Agency remains outstanding or (ii) March 30, 2044. Such amendment was
approved by the Agency and the City on November 19,2014 and by the County on December 14,2014.
See "THE AGENCY - Creation of Agency and Redevelopment Areas and - RDA Interlocal Agreement"
herein.
Exemptions from Trust Fund. Notwithstanding the foregoing description of the requirements
imposed on each taxing authority to deposit tax increment revenues into the Trust Fund, Section
163.387(2)(c) of the Act exempts from payment of the tax increment described above the following:
(i) A special district that levies ad valorem taxes on taxable real property in more
than one county;
(ii) A special district for which, at the time the ordinance providing for the funding
of the redevelopment trust fund is adopted, the sole available source of revenue such district has
the authority to levy is ad valorem taxes; or any revenues or aid of such special district that may
be dispensed or appropriated to a mosquito control district at the discretion of an entity other than
such district;
(iii) A library district, unless the community redevelopment agency had validated bonds
as of April 30, 1984;
(iv) A neighborhood improvement district created by the laws of the State under the
Safe Neighborhoods Act;
(v) A metropolitan transportation authority; or
(vi) A water management district created under Section 373.069, Florida Statutes.
None of the taxing authorities of the Agency are exempt from the payment of tax increment
pursuant to Section 163.387(2)(c) of the Act.
In addition to the exemptions provided in Section 163.387(2)(c) of the Act, Section 163.387(2)(d)
of the Act provides that the City may exempt from payment of the tax increment described above special
districts that levy ad valorem taxes within the community redevelopment area of the Agency, either in the
City's sole discretion or in response to a request from a special district. The Agency has entered into
several Interlocal Agreements relating to the use of Trust Fund Revenues. The most recent of such
agreements is the Third Amendment to the Interlocal Cooperation Agreement dated January 20,2015 (the
"Third Amendment") among the Agency, the City and the County. The three (3) taxing authorities in the
Redevelopment Area are the City, the County and The Children's Trust. However, pursuant to the terms
of the Third Amendment, upon the refunding of all of the Outstanding Prior Bonds, The Children's Trust
shall become exempt from the requirement to deposit tax increment revenues into the Trust Fund. As a
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1195
result of the Third Amendment, upon issuance of the Series 2015 Bonds, The Children's Trust shall
constitute a taxing authority that shall be exempt pursuant to Section 163.387(2)(d) of the Act.
Each of the other provisions under the Third Amendment which have an impact on Trust Fund
Revenues are obligations that are subordinate to the requirement to make deposits into the funds and
accounts under the Bond Resolution to satisfy the Debt Service Requirement and the Reserve Account
Requirement. See "SECURITY AND SOURCES OF PAYMENT - Flow of Funds" herein.
Flow of Funds
Creation of Funds and Accounfs. Pursuant to the Act, the City and the County created the Trust
Fund and established the Redevelopment Area. See "THE AGENCY - Creation of Agency and
Redevelopment Areas" herein. The Bond Resolution created the "Miami Beach Redevelopment Agency
Sinking Fund (City CenterAlistoric Convention Village)" (the "Sinking Fund") and established four (4)
separate accounts therein for the benefit of the Holders of all Outstanding Bonds. The accounts created
in the Sinking Fund are the "Interest Account," the "Principal Account," the "Bond Redemption Account"
and the "Debt Service Reserve Account."
The Bond Resolution also created the "Miami Beach Redevelopment Agency Rebate Fund (City
Center/Ilistoric Convention Village)" (the "Rebate Fund"), which fund shall be maintained by the Agency
separate and apart from all other funds and accounts of the Agency and which fund shall not be subject
to the lien of the Bond Resolution in favor of Holders of the Bonds. The Agency shall deposit Pledged
Funds into the Rebate Fund in the amounts required to be paid to the United States of America to satisfy
the arbitrage rebate covenants made by the Agency in connection with the issuance of Tax-Exempt Bonds.
In addition, the Bond Resolution created the "Miami Beach Redevelopment Agency Construction
Fund (City Center/I{istoric Convention Village)" (the "Construction Fund"). Separate accounts within the
Construction Fund shall be created for the deposit ofproceeds ofeach Series ofBonds and other available
moneys to fund Redevelopment Projects being funded from proceeds of such Series of Bonds and other
available moneys. Proceeds and other moneys on deposit in the Construction Fund shall be disbursed by
the Agency to pay costs of the Redevelopment Project for which the applicable Series of Bonds was
issued. If for any reason moneys in the Construction Fund, or any part thereof, including any investment
earnings on deposit therein, are not necessary for, or are not applied to the purposes provided for the
applicable Series ofBonds, then such unapplied proceeds, upon certification ofa duly authorized official
of the Agency that such surplus proceeds are not needed for such purposes, shall be applied to the
redemption or purchase or payment of principal of Outstanding Bonds.
Each of the funds and accounts created in the Bond Resolution shall be held and administered by
the Agency. Such funds and accounts shall constitute trust funds (except for the Rebate Fund) held solely
for the purposes provided in the Bond Resolution.
Deposit and Use of Trust Fund Revenzes As soon as the same are received by the Agency, all
Trust Fund Revenues shall be deposited into the Trust Fund. The Trust Fund shall constitute a trust fund
for the purposes provided in the Bond Resolution, shall be held by the Agency and shall be maintained
separate and distinct from all other funds of the Agency and used only for the purposes and in the manner
provided in the Bond Resolution and the Act.
In each Fiscal Year, all Trust Fund Revenues deposited in the Trust Fund during such Fiscal Year
shall be disposed of by the Agency only in the following manner:
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1196
(1) Trust Fund Revenues shall first be used, to the full extent required, for deposit
into the Interest Account in the Sinking Fund, immediately upon receipt of such 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 Trust Fund Revenues are deposited in the Trust Fund
during the first quarter of such Fiscal Year, to pay the interest becoming due on the Bonds through
the end of the next succeeding calendar year); provided, however, that such deposit for interest
shall not be required to be made into the Interest Account to the extent that money on deposit
therein is sufficient for such purpose.
The Agency shall, on the business day prior to each Interest Payment Date,
transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest
Payment Date or shall advise the Paying Agent of the amount of any deficiency in the amount on
deposit in the Interest Account so that the Paying Agent may give appropriate notice required to
provide for the payment of such deficiency from any Reserve Account Insurance Policy or Reserve
Account Letter of Credit on deposit in the Debt Service Reserve Account.
(2) (a) Trust Fund Revenues shall next be used, to the full extent required, for
deposit into the Principal Account in the Sinking Fund, immediately upon receipt of such Trust
Fund Revenues, of such sums as shall be sufficient to pay the principal amount of Serial Bonds
which will mature during the current calendar year (or if such Trust Fund Revenues are deposited
in the Trust Fund during the first quarter of such Fiscal Year, to pay the principal amount of Serial
Bonds which will mature through the end of the next succeeding calendar year); provided,
however, that such deposit for principal shall not be required to be made into the Principal
Account to the extent that money on deposit therein is sufficient for such purpose.
The Agency shall, on the business day prior to each principal payment date,
transfer to the Paying Agent moneys in an amount equal to the principal due on such principal
payment date or shall advise the Paying Agent of the amount of any deficiency in the amount on
deposit in the Principal Account so that the Paying Agent may give appropriate notice required
to provide for the payment of such deficiency from any Reserve Account Insurance Policy or
Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account.
(b) Trust Fund Revenues shall next be used, to the full extent required, for
deposit into the Bond Redemption Account in the Sinking Fund, immediately upon receipt of such
Trust Fund Revenues, of such Amortization Requirements as may be required for the payment of
the Term Bonds payable from the Bond Redemption Account during the current calendar year (or
if such Trust Fund Revenues are deposited in the Trust Fund during the first quarter of such Fiscal
Year, for the payment of the Term Bonds payable from the Bond Redemption Account through
the end ofthe next succeeding calendar year).
(3) Trust Fund Revenues shall next be used, to the full extent required, for deposit
into the Debt Service Reserve Account, immediately upon receipt of such Trust Fund Revenues,
of the difference between the amount on deposit in the Debt Service Reserve Account (including
any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve
Account Requirement for the Bonds Outstanding, and, provided further, that no payments shall
be required to be made into the Debt Service Reserve Account whenever and as long as the
amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account
Letter of Credit) shall be equal to the Reserve Account Requirement for the Bonds Outstanding.
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1197
(4) Trust Fund Revenues shall next be used for the payment of any subordinated
obligations issued by the Agency under the Bond Resolution, which subordinate obligations shall
have such lien on the Trust Fund Revenues as the Agency shall determine in the proceedings
authorizing the issuance of such subordinated obligations.
(5) Thereafter, the balance of any Trust Fund Revenues remaining in the Trust Fund
shall, subject to the requirement to deposit moneys into the Rebate Fund, be used by the Agency
for any lawful purposes, including payment of any fees and expenses of the Fiduciaries; provided,
however, that none of such Trust Fund Revenues shall ever be used for the purposes provided in
this paragraph (5) unless all payments required in paragraphs (1) through (4) above, including any
deficiencies for prior payments and any amounts due to the issuer of any Reserve Account
Insurance Policy or Reserve Account Letter of Credit, have been made in full to the date of such
use.
Notwithstanding anything in the preceding paragraphs (l) and (2) to the contrary, failure to make
the scheduled payments specified therein shall not constitute a breach of the Agency's obligations under
the Bond Resolution so long as, on the date that any interest or principal payment is due on the Bonds,
monies sufficient to make such payment are on deposit in the Interest Account, Principal Account or the
Bond Redemption Account, as the case may be. In addition, if any amount applied to the payment of
principal of, 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, amounts deposited in such relevant account may be
paid, to the extent required, to the issuer of the Credit Facility having therefore made said corresponding
payment.
Debt Service Reserve Account
The Bond Resolution established the Debt Service Reserve Account for the benefit of the Bonds
and requires that the amount held therein equal the Reserve Account Requirement. "Reserve Account
Requirement" means the least of (i) the Maximum Annual Debt Service on all Bonds Outstanding, (ii)
l25oh of the Average Annual Debt Service on all Bonds Outstanding, or (iii) 10% of the proceeds of the
Bonds within the meaning of the Code.
Moneys in the Debt Service Reserve Account shall be used only for the purpose of making
payments of principal of and interest on the Bonds when the moneys in the Funds and Accounts held
pursuant to the Bond Resolution and available for such purpose are insufficient therefor. Any moneys in
the Debt Service Reserve Account in excess of the Reserve Account Requirement for the Bonds
Outstanding may, in the discretion of the Agency, be transferred to and deposited in the Interest Account,
the Principal Account or the Bond Redemption Account as the Agency at its option may determine.
Notwithstanding the foregoing provisions, in lieu of or in substitute for the required deposits
(including existing deposits therein) into the Debt Service Reserve Account, the Agency may cause to be
deposited into the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve
Account Letter of Credit for the benefit of the Holders of the Bonds Outstanding, which Reserve Account
Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as
the case may be (upon the giving of notice as required thereunder), on any lnterest Payment Date on which
a deficiency exists which cannot be cured by moneys in any other Fund or Account held pursuant to the
Bond Resolution and available for such purpose.
t7
1198
If any such Reserve Account Insurance Policy or Reserve 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 Trust Fund Revenues funds in the amount of the disbursements made under such Reserve
Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as
shall equal the Reserve Account Requirement for the Bonds Outstanding.
In the event that upon the occurrence of any deficiency in the lnterest Account, the Principal
Account or the Bond Redemption Account, the Debt Service Reserve Account is then funded with one or
more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the Agency or the
Paying Agent, as applicable, shall, on an interest or principal payment date or mandatory redemption date
to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis
thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions
of such facilities and any corresponding reimbursement or other agreement governing such facilities;
provided however, that if at the time of such deficiency the Debt Service Reserve Account is only partially
funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit,
prior to drawing on such facilities or causing payments to be made thereunder, the Agency 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.
Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of
Credit shall be applied only for the purpose of making payments of principal of and interest on the Bonds
when the moneys in the Funds and Accounts held pursuant to the Bond Resolution and available for such
purpose are insufficient therefor. Any amounts drawn or paid under a Reserve Account Insurance Policy
or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms
and provisions of the reimbursement or other agreement governing such facility.
[The Agency will, on the date of issuance of the Series 2015 Bonds, deposit into the Reserve
Account from proceeds of the Series 2015 Bonds an amount equal to the Reserve Account Requirement
for the Series 2015 Bonds or, in lieu of such a deposit or any portion thereof, will deposit a Reserve
Account Insurance Policy and/or Reserve Account Letter of Credit.]
Additional Bonds
Pursuant to the Bond Resolution, no additional Bonds, payable out of the Pledged Funds,
including, without limitation, Trust Fund Revenues, on a parity with the Series 2015 Bonds shall be issued
unless certain conditions set forth in the Bond Resolution are met, including:
(i) The Agency must be current in all deposits and payments required under the Bond
Resolution and the Agency must be currently in compliance with the covenants and provisions of
the Bond Resolution and any supplemental resolution hereafter adopted for the issuance of
additional parity Bonds, unless upon the issuance of such additional parity Bonds the Agency will
be in compliance with all such covenants and provisions;
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1199
(iD The aggregate of the Trust Fund Revenues (not including any portion thereof
which may be attributable to investment earnings) received by the Agency during the immediately
preceding Fiscal Year were at least equal to one hundred fifty percent (150%) of the Maximum
Annual Debt Service on (a) the Bonds originally issued pursuant to the Bond Resolution and then
Outstanding, (b) any additional parity Bonds theretofore issued and then Outstanding, and (c) the
additional parity Bonds then proposed to be issued.
The Agency need not comply with the requirement described in subparagraph (ii) above in the
issuance of additional parity Bonds if and to the extent the Bonds to be issued are refunding Bonds
delivered in lieu of or in substitution for Bonds originally issued under the Bond Resolution or previously
issued additional parity Bonds, if the Agency shall cause to be delivered a certificate of the Executive
Director of the Agency setting forth (1) the Maximum Annual Debt Service (a) with respect to the Bonds
of all Series Outstanding immediately prior to the date of authentication and delivery of such refunding
Bonds, and (b) with respect to the Bonds of all Series to be Outstanding immediately thereafter, and (2)
that the Maximum Annual Debt Service set forth pursuant to (b) above is no greater than that set forth
pursuant to (a) above.
The term "additional parity Bonds" shall be deemed to mean additional obligations evidenced by
Bonds issued under the provisions and within the limitations set forth in the Bond Resolution, as generally
described herein, to finance Redevelopment Projects payable from the Pledged Funds on a parity with
Bonds originally authorized and issued pursuant to the Bond Resolution. Such Bonds shall be deemed
to have been issued pursuant to the Bond Resolution the same as the Bonds originally authorized and
issued pursuant to the Bond Resolution and all of the covenants and other provisions of the Bond
Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent
therewith) shall be for the equal benefit, protection and security of the Holders of any Bonds originally
authorized and issued pursuant to the Bond Resolution and the Holders of any Bonds evidencing additional
obligations subsequently issued within the limitations of and in compliance with the provisions herein
describing the issuance of additional parity Bonds. Al1 of such Bonds, regardless of the time or times of
their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and
security for payment therefrom, without preference of any Bonds over any other Bonds.
The term "additional parity Bonds" shall not be deemed to include bonds, notes, certificates or
other obligations subsequently issued in accordance with the Bond Resolution, the lien of which on the
Pledged Funds is subject to the prior and superior lien on the Pledged Funds of the Bonds. The Agency
has covenanted in the Bond Resolution that it shall not issue any obligations whatsoever payable from the
Pledged Funds which rank prior to or equally as to lien and source and security for their payment from
the Pledged Funds with the Bonds, except in the manner and under the conditions provided in the Bond
Resolution for the issuance of additional parity Bonds or pursuant to the provisions of the Bond Resolution
relating to the issuance of other obligations thereunder.
Also, see "THE AGENCY - RDA Interlocal Agreement" for a description of certain additional
restrictions relating to the issuance of additional parity Bonds.
Other Obligations Secured by Pledged Funds
Except upon the conditions and in the manner provided in the Bond Resolution, the Agency has
covenanted that it will not issue any other obligations payable from the Pledged Funds, nor voluntarily
create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having
priority to or being on a parity with the lien of the Bonds on the Pledged Funds; provided, however, that
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1200
the Agency may (i) enter into agreements with issuers of Credit Facilities which involve liens on the
Pledged Funds on a parity with that of the Series of Bonds or portion thereof which is supported by such
Credit Facilities solely with respect to any reimbursement obligations due such issuers which evidence
amounts equal to the scheduled stated principal (including, without limitation, Amortization Requirements)
and interest due on the Series of Bonds or portion thereof which is supported by such Credit Facilities.
Any other obligations, in addition to the Bonds authorized by the Bond Resolution or additional parity
Bonds issued under the terms, restrictions and conditions contained in the Bond Resolution, and
obligations to issuers of Credit Facilities as described above, shall provide that such obligations are junior,
inferior and subordinate in all respects to the Bonds issued pursuant to the Bond Resolution as to lien on
and source and security for payment from the Pledged Funds and in all other respects. However, nothing
in the Bond Resolution shall be deemed to prohibit the Agency from entering into currency swaps or other
arrangements for hedging interest rates on any indebtedness.
Also, see "THE AGENCY - RDA Interlocal Agreement" for a description of certain additional
restrictions relating to the issuance ofobligations payable from the Pledged Funds.
Limited Liability
The Series 2015 Bonds shall not be and shall not be deemed to constitute a debt, liability or
obligation of the Agency, the City, the County, the State or any political subdivision thereof within the
meaning of any constitutional, 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
payable solely from the Pledged Funds. No Holder or Holders of any Series 2015 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, the City, the County, the State or any political subdivision thereof
to pay the Series 2015 Bonds or the interest thereon or the making of any sinking fund or reserve
payments provided for in the Bond Resolution, other than the Pledged Funds. The Series 2015 Bonds and
the obligations evidenced thereby shall not constitute a lien upon any property owned by or situated within
the corporate territory of the Agency or the City, but shall constitute a lien only on the Pledged Funds,
to the extent, in the manner, and with the priority of application provided in the Bond Resolution. See
"APPENDIX D - The Bond Resolution."
Modifications or Supplements to Bond Resolution
No adverse material modification or amendment may be made to the Bond Resolution without the
consent in writing of (a) the Holders of more than fifty percent (50%) in aggregate principal amount of
the Bonds then Outstanding or (b) 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. However, no modification or amendment shall permit (i) a change in the maturity of any of the
Bonds or a reduction in the rate of interest thereon, (ii) a change in the promise of the Agency to pay the
principal of and interest on any Bonds, as the same mature or become due, from the Pledged Funds, or
(iii) a reduction in the required percentage of Holders of the Bonds, as described above, for modifications
or amendments, without the consent of all of the Holders of the Bonds outstanding.
For the purpose of Bondholders' voting rights or consents authorized by the Bond Resolution, 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
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1201
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.
In addition, for purposes of providing the written consent of the Holders of any Series of Bonds
to any supplemental resolution modifuing or amending any term or provision of the Bond Resolution, to
the extent any Series of Bonds is secured by a Credit Facility, the consent of the issuer the Credit Facility
for such Series of Bonds shall constitute the consent of the Holders of such Bonds.
Notwithstanding the foregoing, the Agency may, from time to time, without the consent of the
Holders of any Series of Bonds, amend, change, modify or alter the Bond Resolution for any of the
specifically authorized reasons set forth in Sections 601(a) through (h) of the Bond Resolution. See
"APPENDIX D - The Bond Resolution."
MUNICIPAL BOND INSURANCE
TO COME,IF NEEDED
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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DEBT SERVICE SCHEDULE
The following table sets forth the Debt Service Requirement for each Fiscal Year for the Series
2015 Bonds.
Fiscal
Year
2016
2017
201 8
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
2038
2039
2040
2041
2042
2043
2044
Total
Series 2015,A. Bonds Series 20158 Bonds
Principal Interest
$$$
Total Total
Total
Outstanding
BondsPrincipal Interest
$$
$: $: $: $: $:
THE AGENCY
$: $:
General
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
designated portions of the City, as permitted by the Act. The primary objective of the Agency is to
formulate and implement a workable program for utilizing appropriate private and public resources to
eliminate and prevent the development and spread of blighted conditions in the designated redevelopment
areas.
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The funding required to accomplish the objectives of the Agency may involve a variety of sources,
but emphasis for such funding is placed primarily on tax increment revenue financings. Tax increment
revenue financing provides a mechanism for tax revenues generated by properties within slum and blighted
areas to effectively pay for redevelopment in the area, without reducing the amount of tax revenues
received by taxing authorities in the area when the redevelopment trust fund is created. See "SECURITY
AND SOURCES OF PAYMENT - Pledged Funds" herein.
Creation of Agency and Redevelopment Areas
On January 26, 1993, the Board of County Commissioners of Miami-Dade County, Florida (the
"County Commission") adopted Resolution No. R-14-93, which among other things (i) found the area in
the City bounded on the East by the Atlantic Ocean, on the North by 24th Street, on the West by West
Avenue and on the South by l4th Lane (the "Redevelopment Area") to be a "blighted area," within the
meaning of Section 163.340(8) of the Act, (ii) determined that the Redevelopment Area was in need of
rehabilitation, conservation, redevelopment, or a combination of such activities and (iii) delegated to the
City, pursuant to Section 163.410 of the Act, the power to (a) make findings and determine the
Redevelopment Area to be a slum and/or blighted area, (b) make findings of necessity as to the
rehabilitation, conservation, and/or redevelopment of the Redevelopment Area, (c) create a community
redevelopment agency and delegate powers to the agency, or declare itself as the agency with the power
to exercise such powers assigned to the agency, and (d) initiate, prepare and adopt a plan of redevelopment
and any amendments thereto, subject to the review and approval of the County Commission.
In response to the findings in Resolution No. R-14-93, on February 3, 1993 the City Commission
adopted Resolution No. 93-20709, which among other things (i) declared the Redevelopment Area, known
as the "City CenterAlistoric Convention Village Redevelopment and Revitalization Area," to be a "blighted
area," (ii) determined that the Redevelopment Area was in need of rehabilitation, conservation,
redevelopment, or a combination of such activities, (iii) declared that the City's existing community
redevelopment agency would serve as the community redevelopment agency for the Redevelopment Area,
with all of the powers permitted a community redevelopment agency under the Act, and with the City
Commission serving as the members of the Agency, and (iv) directed the initiation, preparation and
adoption of a redevelopment plan for the Redevelopment Area. On February 3,1993, the Agency adopted
Resolution No. 126-93 accepting the findings and delegations of the City in Resolution No. 93-20709.
As directed, the Agency caused the Redevelopment Plan to be prepared. The Redevelopment Plan
provided for initiatives and objectives to revitalizethe area surrounding the Convention Center and Lincoln
Road and foster the development of a convention hotel and necessary linkages to the Convention Center.
Pursuant to Resolution No. 93-2072 adopted by the City Commission on February 12, 1993, the City
approved the Redevelopment Plan and directed its implementation. The Redevelopment Plan and the
Interlocal Cooperation Agreement between the City and the County, dated and executed on November 16,
1993 (the "RDA Interlocal Agreement") providing for certain responsibilities related to operations in the
Redevelopment Area, were approved by the County pursuant to Resolution No. R-317-93 adopted by the
County Commission on March 30,1993.
In accordance with Section 163.387 of the Act, on February 24,1993 the City Commission enacted
Ordinance No. 93-2836 to create the Trust Fund. On April 27, 1993 the County Commission enacted
Ordinance No. 93-28 approving the creation of the Trust Fund. Ordinance No. 93-2836 was amended by
the City Commission's enactment of Ordinance No. 2014-3901 on November 8,2014 and Ordinance No.
93-28 was amended by the County Commission's enactment of Ordinance No. 14-133 on December 16,
2014 Such amending Ordinances approved on behalf of the City and the County, respectively, amendments
23
1204
to the Trust Fund to provide for (i) extension of the Trust Fund to the earlier of March 31,2044 or the
date the Agency Indebtedness is no longer outstanding and (ii) exemption of The Children's Trust from
the obligation to deposit tax increment into the Trust Fund upon the earlier of March 31, 2023 or the date
the Outstanding Prior Bonds are no longer outstanding.
The Redevelopment Area is located partly within and partly adjacent to the City's Art Deco
District, and covers approximately fifty (50) city blocks, containing approximately three hundred thirty-two
(332) acres of land, [of which approximately twenty-nine percent (29%) is currently occupied by public
space and approximately seventy-one percent (71%) by private use.l The Redevelopment Area includes
the Lincoln Road Mall, the Convention Center, the Fillmore Miami Beach at the Jackie Gleason Theater,
the Loews Miami Beach Hotel, the Royal Palm Crowne Plaza Resort Hotel and the Collins Park Cultural
Center.
The Redevelopment Area is the second area within the City to be designated for redevelopment
by the Agency. The first of such areas included the redevelopment of South Shore, which is the area of
the City South of Sixth Street. Such redevelopment area is known as the South Pointe Redevelopment
District. As of September 30, 2005, the South Pointe Redevelopment District ceased to be a
redevelopment area of the Agency.
RDA Interlocal Agreement
To provide for responsibilities and operations of the Agency and certain uses of Trust Fund
Revenues, the City and the County have entered into various agreements, including amendments to the
RDA Interlocal Agreement. The most recent of such agreements is the Third Amendment entered into
by the Agency, the City and the County, which became effective on January 20,2015. Among other
things, the Third Amendment provided for the following:
(l) approval for the issuance of tax increment revenue bonds by the Agency in one
or more series in an aggregate principal amount not to exceed $430 million, maturing not later
than March 31, 2044, for the purpose ofl
(a) refunding all of the Outstanding Prior Bonds (see "PURPOSE OF THE
ISSUE - Plan of Refunding" herein);
(b) providing approximately $275 million of proceeds to fund a portion of the
estimated $582 million of the cost of the design, development and construction of
renovations to the Convention Center (see "PURPOSE OF THE ISSUE - Series 2015
Redevelopment Project" herein);
(c) providing approximately $36 million of proceeds to fund the estimated
cost of the design, development and construction of certain ancillary projects related to
the renovations to be provided to the Convention Center (see "PURPOSE OF THE ISSUE
- Series 2015 Redevelopment Project" herein); and
(d) paying all costs ofissuance and debt service reserves associated with the
Series 2015 Bonds (see "ESTIMATED SOURCES AND USES OF FUNDS" herein);
(2) extension of the period of time taxing authorities are required to deposit tax
increment revenues into the Trust Fund pursuant to the Act to the earlier of March 31,2044 ot
24
1205
the date when all indebtedness secured by Trust Fund Revenues (hereinafter referred to as
"Agency Indebtedness") is no longer outstanding;
(3) after issuance of the Series 2015 Bonds, no additional Agency Lrdebtedness will
be issued unless and until such issuance has been authorized by the County Commission;
(4) upon the earlier of March 31, 2023 or payment or defeasance of all of the
Outstanding Prior Bonds, The Children's Trust shall become exempt from the requirement to
deposit tax increment revenues into the Trust Fund (see "SECURITY AND SOURCES OF
PAYMENT - Pledged Funds - Exemptions from Trust Fund" herein);
(5) after the Outstanding Prior Bonds have been refunded or are no longer outstanding
(see "PURPOSE OF THE ISSUE - Plan of Refunding" herein), Trust Fund Revenues shall be
distributed annually only as provided in the Third Amendment and in the following order of
priority:
(a) to pay debt service, reserve deposits and other costs and obligations
associated with the 2015 Bonds and any other Agency Indebtedness; (see "SECURITY
AND SOURCES OF PAYMENT - Flow of Funds" herein);
(b) to remit to the City an operation and maintenance subsidy, to be used
solely to fund operating and maintenance costs of the Convention Center, in an amount
which shall equal $l million, beginning in the Fiscal Year ending September 30, 2018,
increasing by $750,000 annually to equal $4 million in the Fiscal Year ending September
30, 2022 through the Fiscal Year ending September 30, 2025, and thereafter (until the
earlier of the termination or expiration of the obligation to deposit Trust Fund Revenues
or the date that the Convention Center is no longer in operation as a publicly owned
convention center), the prior year's annual subsidy for such purpose, adjusted by the lesser
of the consumer price index for the Miami urban area or four percent (4%), which amount
may be reduced in any year by the amount of convention development tax revenue
received by the Agency or the City from the County for the purpose of funding operating
and maintenance costs of the Convention Center;
(c) to grant to the County by March 3l of each year (beginning in the Fiscal
Year ending September 30,2024 and ending on the earlier of March 31,2044 or the date
when all Agency Indebtedness is no longer outstanding), an amount equal to the County's
proportionate share (based on the Trust Fund Revenues paid by the County divided by the
total amount of Trust Fund Revenues deposited) of the total payments expended by the
Agency in the prior fiscal year for Administration, Community Policing, and Capital
Project Maintenance (as defined in the Third Amendment);
(d) to pay expenses of the Agency for Administration, Community Policing,
and Capital Project Maintenance up to $11.721 million for the Fiscal Year ended
September 30, 2015 and thereafter, up to an amount which shall not exceed the prior
Fiscal Year's distribution for such expenses, adjusted by the lesser of the consumer price
index for the Miami urban area or three percent (3%), plus an annual administrative fee
(i) to the City of one and on-hatf percent (l 5%) of Trust Fund Revenues paid by the City
for such Fiscal Year and (ii) to the County of one and on-half percent (1.5%) of Trust
Fund Revenues paid by the County for such Fiscal Year;
25
1206
(e) to reimburse the City for the Bass Museum and Lincoln Road prior project
costs of $1,286,464.26 for the Fiscal Year ending September 30, 2016; and
(0 within ninety (90) days of the end of each Fiscal Year, ending on the
earlier of March 31, 2023 or the termination or expiration of the obligation of taxing
authorities to deposit tax increment revenues into the Trust Fund, deposit any
unencumbered money held in the Trust Fund and all available revenues remaining after
distribution of Trust Fund Revenues in the order, priority and amounts set forth in the
immediately preceding subparagraphs (a) through (e), into a fund to be used to finance
any shortfalls associated with the payment of the expenses described in subparagraph (d)
of this Section (provided, however, that the deposit into the fund described in this
subparagraph (f) shall only be made if it will not negatively affect the exclusion from
gross income, for federal income tax purposes of interest on any tax-exempt Agency
Indebtedness), with any amount remaining after payment of the expenses described in
subparagraph (d) of this Section being used (beginning in the Fiscal Year ending
September 30,2024) to extinguish Agency lndebtedness prior to maturity, to the extent
such Agency lndebtedness is subject to prepayment or redemption prior to maturity at
such time or, if such Agency Indebtedness is not then subject to prepayment or
redemption prior to maturity, to establish an escrow for the prepayment or redemption
prior to maturity of such Agency Indebtedness at such time as the Agency Indebtedness
is subject to prepayment or redemption prior to maturity (provided, however, that such
escrow shalt only be established if it will not negatively affect the exclusion from gross
income, for federal tax purposes, of interest on any tax-exempt Agency lndebtedness; and,
provided further that, if the Agency Indebtedness is not subject to repayment or
redemption prior to maturity, and an escrow cannot be established, then the Agency shall
distribute annually any revenues remaining on deposit in the Trust Fund after the
distributions described in the immediately preceding subparagraphs (a) through (e), to the
taxing authorities in the proportionate amount that the Trust Fund Revenues for such
Fiscal Year were deposited into the Trust Fund; and
(6) the County Commission shall appoint, in its sole and absolute discretion, the
member of the County Commission that represents District 5 to serve as one of the members of
the Agency.
On November 19,2014, the Commission adopted Resolution No. 607-2014 approving execution
and delivery by the Agency of the Third Amendment and the City Commission adopted Resolution No.
2014-28835 approving execution and delivery by the City of the Third Amendment. On December 16,
2014 the County Commission adopted Resolution No. R-l1 10-14 approving execution and delivery by the
County of the Third Amendment. Such Resolutions also approved amendments to the Redevelopment Plan
on behalf of the Agency, the City and the County, respectively, to extend the Redevelopment Plan until
the earlier of March 31,2044 or the date the Agency lndebtedness is no longer outstanding.
Powers
Pursuant to the Act, the Agency possesses certain powers that are necessary or convenient to carry
out and effectuate redevelopment within its redevelopment areas, including, without limitation, the power:
26
1207
(i) to acquire, dispose of, mortgage, pledge or otherwise encumber real property,
subject to the limitation that the acquisition of such property must be by purchase, lease, option,
gift, grant, bequest, devise or other voluntary method of acquisition;
(ii) to demolish or remove buildings or improvements or to carry out plans for the
voluntary or compulsory repair or rehabilitation of buildings or improvements;
(iii) to install, construct or reconstruct streets, utilities, parks, playgrounds or other
improvements necessary for carrying out the community redevelopment objectives of the Agency;
(i") to provide, arange or contract for the furnishing of services, privileges, works,
streets, roads, public utilities or other facilities in connection with community redevelopment;
(v) to borrow or invest money or to accept advances, loans, grants, contributions or
other forms of financial assistance and to give such security as may be required therewith; and
(vi) to prepare plans for and assist in the relocation of persons or entities displaced
from the community redevelopment area and to make relocation payments to such persons or
entities.
Eminent Domain Legislation
During the 2006 legislative session, the State legislature enacted Chapter 2006-ll, Laws
Florida, among other things, which places certain limitations on the eminent domain power
governmental entities and agencies in the State. Specifically, Chapter 2006-ll:
(i) revised the Act to prohibit delegation of the power of eminent domain from
counties and municipalities to community redevelopment agencies;
(ii) revised the Act to establish that the prevention or elimination of a slum or blighted
area, as defined in the Act, and the preservation or enhancement of the tax base are not public
uses or purposes for which private property may be taken by eminent domain;
(iii) created Section 73.013, Florida Statutes, to provide that the power of eminent
domain may not be exercised in the State to convey ownership or control of such property to any
natural person or private entity unless such property (a) will be limited to certain specifically
enumerated purely public uses, such as providing: (1) common carrier services or systems, (2) road
or other right-of-way access to the public for transportation, (3) public or private utility services
or systems like electricity, natural gas, water and sewer or telephone, or (4) public infrastructure
or an incidentalpart ofa property or facility that provides goods or services to the public, or (b)
is the subject of a competitive bidding process, after notice to the public and certain rights have
been granted to the person or entity owning the property prior to the institution of the eminent
domain proceedings; and
(ir) created Section 73.014, Florida Statutes, to provide that the power of eminent
domain may not be exercised to take private property for purpose of abating or eliminating a
public nuisance or any slum or blight condition.
of
of
27
1208
Personnel
Originally created in 1976, the Agency was reorganized in 1983. Since its reorganization, the
members of the City Commission have constituted the members of the Agency. Pursuant to the Third
Amendment, the District 5 member of the County Commission also serves as a member of the Agency.
In addition, the Mayor serves as the Chairman of the Agency, with the Vice Mayor serving as the Vice
Chairman, the City Manager serves as the Executive Director of the Agency, with the Assistant City
Manager in charge of Housing and Community Development serving as the Assistant Executive Director,
the City's Chief Financial Officer serves as the Chief Financial Officer of the Agency, the City Attorney
serves as the General Counsel of the Agency and the Clerk of the City serves as the Secretary of the
Agency.
Set forth below is a list which contains the current members of the Agency and the expiration of
their respective terms of office:
Miami Beach Redevelopment Agency
Agencv Members
Philip Levine, Chairman
Edward L. Tobin, Vice Chairman
Michael Grieco
Joy Malakoff
Micky Steinberg
Deede Weithorn
Jonah Wolfson
Bruno A. Barreiro*
Date Term Ends
November 2015
November 2015
November 2017
November 2017
November 2017
November 2015
November 2015
November 2016
* Serves as the District 5 member of the County Commission. Pursuant to the terms of the Third
Amendment, such member of the County Commission also serves as a member of the Agency.
The next general election of the City will be held on November 3,2015. The Mayor is running
against a single opponent in the upcoming election, as are two (2) of the three (3) City Commissioners.
No City Commissioner whose term is expiring in November 2015 is running for reelection. In addition,
if noone running for the seat that has more than two (2) candidates on the ballot receives more than fifty
percent (50%) of the votes cast in the general election, a run-off election will be held to determine the
winner of that race. If required, the run-off election will be held on November 17, 2015. The results of
the election are expected to be certified by the current Mayor and City Commission in a meeting to be
held sometime after the general election or, if a run-off election is held, after the run-off election. The
current Mayor and City Commission are expected to serve until newly elected members have been seated.
The Executive Director serves as the chief operating officer of the Agency, responsible for, among
other things, the day-to-day administrative activities of the Agency, effectuation of its policies and
programs and all other activities of the Agency. [Pursuant to an Interlocal Agreement entered into on
by and between the City and the Agency, the City has agreed to make staff members
provide to the Agency, as needed, general administrative and coordination services,available to
28
1209
engineering services, financing services and planning services, and the Agency has agreed to pay the City
for the services provided by City employees.l
On September 10, 2015 the Chief Financial Officer of the Agency and the Assistant Finance
Director for the City resigned from their respective positions. The Chief Financial Officer had served in
her position for eighteen (18) years and the Assistant Finance Director had been an employee of the City
for seventeen (17) years. No explanations were provided by either employee in connection with the
submittal of their resignations. However, the City Manager has stated that his decision to accept their
resignations had nothing to do with the performance of the City's Finance Department nor the financial
status of the City. Each position has been filled by the City Manager's appointment of experienced City
employees who will serve in the position of Interim Chief Financial Officer and lnterim Assistant Finance
Director, respectively, until permanent replacements are selected.
Set forth below is a description of certain management officials of the City who are responsible
for the day-to-day operation of the Agency:
Jimmy L. Morales, Esq., Executive Director. Mr. Morales became the Executive Director of
the Agency when he was appointed City Manager for the City of Miami Beach, Florida in April 2013.
Prior to accepting his position as City Manager, Mr. Morales was a shareholder and member of the Board
of Directors of the law firm, Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. from 2000-2013.
Mr Morales also served as City Attorney for the City of Doral, Florida from 2009-2013 and as City
Attomey for the City of Marathon, Florida from 2005-2009. In addition, Mr. Morales served as a member
of the Board of County Commissioners of Miami-Dade County, Florida from1996-2004. He has received
numerous professional awards, honors and recognitions, including the Greater Miami Chamber of
Commerce Bill Colson Leadership Award for Outstanding Leadership and Superior Ability in 2000, the
SAVE Dade Champion of Equality award in2006, and induction into the Miami Beach High School Hall
of Fame in2004. He was selected as one of the Top Lawyers in South Florida by the South Florida Legal
Guide in 2008-2009 and 20ll and as one of the Florida Super Lawyers in 2006-2010. Mr. Morales
received his Bachelor of Arts, Magna Cum Laude, from Harvard University and his Juris Doctorate,
Magna Cum Laude, from Harvard Law School.
John Woodruff, Interim Chief Financial Officer. Mr. Woodruff became the Interim Chief
Financial Officer of the Agency when he was appointed Interim Chief Financial Officer for the City of
Miami Beach, Florida in September 2015. Prior to accepting his position as Interim Chief Financial
Officer, Mr. Woodruff served as Director of the Office of Budget and Performance Improvement for the
City from June 2013 to September 2015. Prior to joining the City, Mr. Woodruff served as co-owner of
Panama Realtor Property Management Services from August 2012to June 2013. He also served in various
capacities for Pinellas County, Florida, including serving as Director of the Pinellas County Office of
Management and Budget from April 2007 to July 2012 and as a Manager in such office from April2002
to April 2007. Pior to employment in Florida, Mr. Woodruff served in various positions for the City of
San Antonio, Texas, including serving as a Senior Budget and Management Analyst in the Office of
Management and Budget for the City of San Antonio from February 2000 to April 2002 and as a Budget
and Management Analyst in such office from January 1998 to February 2000. He also interned with the
U.S. Department of Commerce, the Intemational Affairs Department for the City of San Antonio and the
Mayor's Office for the City of San Antonio. Mr. Woodruff received a Masters in Business
Administration, in International Business, from the University of Texas at San Antonio and a Bachelor
of Arts in History from the University of Texas at Austin.
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1210
Kathie G. Brooks, Assistant Executive Director. Ms. Brooks became the Assistant Executive
Director of the Agency when he was appointed the Assistant City Manager in charge of the department
responsible for community development within the City. Ms. Brooks was appointed Assistant City
Manager of the City of Miami Beach, Florida in April2013. She also served the City as its interim City
Manager from July 2012 to April 2013. Prior to accepting her position in the office of the City Manager,
Ms. Brooks served as the City's Budget and Performance Improvement Director from2004-2012. Prior
to joining the City, Ms. Brooks served in various capacities and senior level positions for Miami-Dade
County, Florida for two decades, including in the Miami-Dade County Budget Department from 2003-
2004, the Miami-Dade County Manager's Office of Performance Improvement from 2001-2003, the
Miami-Dade County Solid Waste Department from 1989-2001 and in the Miami-Dade County Transit
Department from 1984-1989. Prior to her service in government, Ms. Brooks was a transportation planner
for the firm of Schimpeler Corradino and Associates from 1980-1983. Ms. Brooks received her Bachelor
and Master of Arts in Geography from the University of Miami.
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30
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TRUST FUND REVENUES
TTHIS SECTION WILL BE UPDATED UPON RECEIPT OF ADDITIONAL INFORMATION]
Historical Trust Fund Revenues
Upon issuance of the Series 2015 Bonds, the City and the County are the only two (2) taxing
authorities that shall be required to make payments of tax increment into the Trust Fund. The Children's
Trust is the other taxing authority that would be required under the Act to make payments of tax increment
into the Trust Fund. However, The Children's Trust shall be exempt from such requirement upon issuance
of the Series 2015 Bonds. See "THE AGENCY - Creation of Agency and Redevelopment Areas and -
RDA lnterlocal Agreement" herein.
Set forth below is a table that shows the Trust Fund Revenues collected from the City and the
County for the past ten (10) years. For more detailed information relating to the City and the County, see
"APPENDIX A - General Information and Economic Data Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida."
llistorical Trust Fund Revenues
Tax Roll
Year
As of
January I
2005
2006
2007
2008
2009
2010
20tt
2012
2013
2014
Fiscal
Year
Ended City of
September 30 Miami Beach
2006
2007
2008
2009
2010
20tl
2012
2013
2014
20r5
Miami-Dade
County
$
Percentage
Increase or
Decrease
Over
Prior Year
Dollar
Increase or
Decrease
Over
Prior Year
$
Total
%
Source: City of Miami Beach Finance Department.
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3r
1212
Set forth below is a table that shows the assessed value of the taxable real property in
Redevelopment Area that provided the basis for the amount of Trust Fund Revenues collected from
City and the County for the past ten (10) years.
Historical City Center/Historic Convention Village
Real Property Assessed Values
the
the
Tax Roll
Year
As of
January 1
2005
2006
2007
2008
2009
2010
20lt
20t2
2013
20t4
Fiscal
Year
Ended
September 30
2006
2007
2008
2009
2010
2011
2012
20t3
20r4
2015
A
Percentage
Final Increase or
Gross Decrease
Taxable Over
Value Prior Year
B =A-B
Base
Year
Taxable Incremental
Value(l) Value @)
Percentage
Increase or
Decrease
Over
Prior Year
Do11ar
lncrease or
Decrease
Over
Prior Year
$%%$292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
292,572,271
Source:City of Miami Beach Finance Department.
Represents taxable value of real property in the Redevelopment Area for the tax roll year as of January 7,7992, Fiscal Year
ended September 30, 1993. See "SECURITY AND SOURCES OF PAYMENT - Pledged Funds - Trust Fund" herein'
Incremental Value equals the Final Gross Taxable Value minus the Base Year Taxable Value.
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(l)
(2)
32
1213
Set forth below is a table that shows the taxable value of all new construction in the
Redevelopment Area for the past five (5) years. The taxable value set forth in the table below was
included in the final gross taxable value used in each year to determine the amount of Trust Fund
Revenues collected from the City and the County for deposit into the Trust Fund.
Historical City Center/Historic Convention Village
New Construction Taxable Values
Tax Roll Fiscal New Construction
Year Year Increase or
As of Ended (Decrease) in
Januarv I Seotember 30 Taxable Value
2010 20l l
20tl 2012
2012 2013
2013 2014
2014 2015
Source: City of Miami Beach Finance Department.
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JJ
1214
Set forth below is a table that shows the top ten (10) principal taxpayers in the Redevelopment
Area for Fiscal Year 2014,the taxable value attributable to such taxpayers, the percentage of such value
to the gross taxable value of all taxable property in the Redevelopment Area and the type of property use
attributed to each taxpayer.
City Center/Historic Convention Village
Principal Taxpayers
Percentage of
Fiscal Year
Taxable 2014 Gross
Name of Taxpayer Use of Propertv Value Taxable Value
TOTAL
Source: City of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Office.
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%
%
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1215
Set forth below is a table that shows the top ten (10) properties or developments located in the
Redevelopment Area for Fiscal Year 2014, based on the taxable value of such property or development,
the percentage of the taxable value of such property or development to the gross taxable value of all
taxable properry in the Redevelopment Area and the type of use atkibuted to each property or
development.
City Center/Historic Convention Village
Principal Developments
Percentage of
Fiscal Year
Taxable 2014 Gross
Narne dDgvg.lgpmen! use of Property value (t) Taxable value
TOTAL
Source: City of Miami Beach Finance Department and the Miami-Dade County Property Appraiser's Office.
(1) Taxable value represents the value for the entire development and not the taxable value attributable to any
individual taxpayer (e.g., taxable value for condominiums is for entire complex, not any individual
condominium owner or group of owners).
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%
o//o
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1216
Set forth below is a table that shows the operating millage rates levied during the past ten (10)
years by the City and the County in the Redevelopment Area.
Historical Millage Rates
Tax Roll
Year as of
Januarv 1
2005
2006
2007
2008
2009
2010
20tr
2012
2013
2014
Fiscal
Year Ended
September 30
2006
2007
2008
2009
2010
20tt
2012
2013
2014
2015
City of
Miami Beach
7.48t0
7.3740
5.6555
5.655s
5.6555
6.2155
6.1655
6.0909
5.8634
Miami-Dade
County
5.8350
4.5615
4.5796
4.8379
4.8379
5.42',75
4.80s0
4.7035
4.7035
Source: City of Miami Beach Finance Department.
Set forth on the following page is a table that reflects the historical statement of revenues and
expenditures for the Redevelopment Area, the amount held in the Trust Fund and the annual changes in
such amounts for the past five (5) Fiscal Years.
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36
1217
City Center/Historic Convention Village
Statement of Revenues, Expenditures and Changes in Fund Balances
For the Fiscal Year Ended September 30,
2010
$
20lt 2012 2013
Revenues
Tax Increment
City of Miami Beach
Miami-Dade County
Total Tax Increment
Miscellaneous
Resort Tax(t)
Rents and Leases
Interest
Other Miscellaneous Revenues
Total Miscellaneous
Total Revenues
Expenditures
Debt Service(2)
Debt Service Coverage
Operations
General Govemment
Public Safety
Economic Environment
Transportation
Cultural and Recreation
Capital Outlay
Total Operations
Total Expenditures
Sale of Capital Assets
Transfers In
Transfers Out
Net Change in Fund Balances
Fund Balances - Beginning
Fund Balances Ending $_
2014
$
*: {:
Source: City of Miami Beach Finance Department.
)t
1218
Footnotes below provided for table on immediately preceding page.
(l) Footnote to be added.
(2) Represents the Debt Service Requirement on the Outstanding Prior Bonds. See "INTRODUCTION" and
"PLAN OF REFUNDING" herein.
Set forth below is a table that shows the rate of growth of taxable values and tax increment in City
CenterAlistoric Convention Village for the past five (5) Fiscal Years.
City Center/Historic Convention Village
Tax Increment Revenues and Growth
For the Fiscal Year Ended September 30,
2010 2011 2012 2013 2014
lncrease (Decrease) in Existing Value % % % % %
$$$$$
(292.57 2.27 t\ (292.57 2.27 r) (292.s72.27 l) (292,57 2.27 1) (292,57 2.27 l\
Incremental Taxable Value $- $- $- $- $-
Existing Value
New Construction
Final Gross Taxable Value
Base Year Taxable Value
City of Miami Beach*
Millage Rate (City)
Gross Incremental Revenue
Statutory Reduction
City Tax Incremental Revenue
Miami-Dade County*
Millage Rate (Counfy)
Gross Incremental Revenue
Statutory Reduction
County Tax Incremental Revenue
5.65ss 6.2155 6.1655 6.0909 6.8634
$$$$$
(s.0%) 6.0%) (s.0%) (s.0%) (5.0%)
4.8379 5.4275 4.8050 4.7035 4.7035
(5.0o/o\ 6.0%) (s.0%) (s.0%) (s.0%)
Total Tax Incremental Revenue $- $- $- $- $-
Source: City of Miami Beach Finance Department.
* See "SECUzuTY AND SOURCES OF PAYMENT - Pledged Funds" for a description of the requirements imposed
on each taxing authority for the determination of tax increment revenues.
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Historical Debt Service Coverage.
Set forth below is a table that shows the Trust Fund Revenues, debt service on the Outstanding
Prior Bonds and the debt service coverage provided by the Trust Fund Revenues generated for the past
five (5) Fiscal Years.
Trust Fund Revenues,
Debt Service on Bonds and Debt Service Coverage
Fiscal
Year
Trust Fund
Revenues
Debt Service on
Outstanding
Prior Bonds
$8,393,267
8,393,254
8,393,8 r 6
8,397,766
9,403,739
Debt Service
Coverage on
Outstanding
Prior Bonds
x
Maximum
Annual Debt
Service on Series
2015 Bonds(t)
$23,748,250
23,748,250
23,748,250
23,748,259
23,748,250
Coverage on
MaximumAnnual
Debt Service
for Series 201 5
Bonds(r)
2010
2011
2012
2013
2014
Source: City of Miami Beach Finance Department.
(l) Represents the Maximum Annual Debt Service on the Series 2015 Bonds, assuming an aggregate principal
amountof $358,495,000,afinalmaturityofMarch l,2044,andatrueinterest costof 4.319oh. Theassumed
Maximum Annual Debt Service on the Series 2015 Bonds is included solely for purposes of showing the
amount of coverage that would have been available if the Series 2015 Bonds had been issued prior to Fiscal
Year 2010. The assumed Maximum Annual Debt Service on the Series 2015 Bonds occurs in Fiscal Years
2025 and 2028. All amounts are preliminary, subject to change.
RISK FACTORS
The following discussion provides information relating to certain risks that could affect payments
of the principal of, redemption premium, if any, and interest on the Bonds. The order in which the
following information is presented is not intended to reflect the relative importance of the risks discussed.
The following information is not, and is not intended to be, exhaustive and should be read in conjunction
with all of the other sections of this Official Statement, including its appendices. Prospective purchasers
of the Series 2015 Bonds should analyze carefully the information contained in this Official Statement,
including its appendices (and including the additional information contained in the form of the complete
documents referenced or summarized herein), for a more complete description of the investment
considerations relevant to purchasing the Series 2015 Bonds. Copies of any documents referenced or
summarized in this Official Statement are available from the Agency or the City. See "NTRODUCTION"
herein.
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Limited Obligation of Agency
Payment from Pledged Funds Only. The ability of the Agency to make timely payments of the
principal of, redemption premium, if any, and interest on the Bonds depends upon the ability of the
Agency to collect Trust Fund Revenues which, together with earnings thereon and on amounts held in the
funds and accounts created under the Bond Resolution, 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 the State, the County or the City, or any other political subdivision of the State has any
obligation or power under the Bond 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. The Agency does not have the
power to levy taxes.
Limited Replenishment Of Deftciencies. Except for the Debt Service Reserve Account, there is
no fund or account under the Bond 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. There is no source from which the Sinking Fund will be replenished, except the Trust Fund
Revenues and investment income on moneys in the funds and accounts held under the Bond Resolution.
There can be no representation or assurance that the Agency will realize sufficient Trust Fund Revenues
to pay, when due, all required payments of debt service on the Bonds.
Tax Increment Financing
Concentration of Revenues. A significant portion of the Trust Fund Revenues received by the
Agency are from large residential developments and commercial developments in the Redevelopment Area.
See "TRUST FLfND REVENUES - Historical Trust Fund Revenues" herein. The occurrence of any event
that has a major negative impact on such developments, including, without limitation, natural disasters
(such as hurricanes and other major tropical storms to which South Florida is generally subject), could
significantly reduce the Trust Fund Revenues that can be collected by the Agency which could, in turn,
have a material adverse impact on the ability of the Agency to pay debt service on the Bonds.
Competition from Comparable Development Projects. The current growth strategy for the
Redevelopment Area is in competition with other communities located outside the Redevelopment Area
whose growth will not generate Trust Fund Revenues. The growth strategy for the Redevelopment Area
is heavily dependent upon the development of commercial projects. In the event that a large number of
commercial projects are constructed in the City outside the Redevelopment Area, the demand for
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 the collection of Trust
Fund Revenues.
Millage Rates. 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 the City millage rate. The County and/or the City could determine that its millage rates
should be reduced for other reasons as well. Any reduction in millage rates by the County or the City
could reduce the amount of Trust Fund Revenues payable by the County and/or the City which, in turn,
could negatively impact the ability of the Agency to pay debt service on the Bonds.
Decreases in Property Values. The amount of Trust Fund Revenues collected historically and
expected to be collected in the future to pay debt service on the Bonds is dependent upon the strength of
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the taxable value of real property in the Redevelopment Area. Such value has actually decreased in recent
years as a result of the general downtum in the economy and specifically, in the real estate market
throughout the State. Numerous events could occur that might further reduce or cause an extended
stagnation in the value of real property within the Redevelopment Area, including, without limitation,
natural disasters (such as hurricanes and other major tropical storms to which South Florida is generally
subject), 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 related thereto) beyond the control of the Agency, the City or the
taxpayers in the Redevelopment Area. Any or all of such events could materially, adversely affect the
realization and collection of Trust Fund Revenues.
State, National and International Economic and Political Factors. Certain economic or political
developments, such as new downturns in the State, national or international economy or an inability to
recover fully from the most recent economic downtum, increased national or international barriers to
tourism or trade or intemational currency fluctuations, could all materially, adversely affect the continued
development of the Redevelopment Area, its attraction to businesses and investors and, as a result, its
ability to produce sufficient Trust Fund Revenues to pay debt service on the Bonds.
Appeals of Assessments. The amount of Trust Fund Revenues collected annually is dependent
upon the assessed value of taxable property in the Redevelopment Area.. See "SECURITY AND
SOURCES OF PAYMENT - Pledged Funds" herein. State law allows taxpayers to dispute assessment
valuations. Any successful appeals of assessment valuations will result in less Trust Fund Revenues being
collected annually than is currently contemplated. If such appeals resulted in a significant reduction in
the overall assessed value of the taxable property in the Redevelopment Area, they could have a material
adverse impact on the ability of the Agency to pay debt service on the Bonds.
Adverse Legislative, Judicial or Administrative Action. 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 materially, adversely affect the ability of the Agency to receive Trust Fund Revenues in an
amount sufficient to pay debt service on the Bonds.
No Feasibility Consultant. This Official Statement provides historical information to demonstrate
that the Redevelopment Area generates sufficient Trust Fund Revenues to pay debt service on the Series
2015 Bonds. In connection with the issuance of the Series 2015 Bonds, the Agency determined that it
would not engage an independent feasibility consultant to provide an analysis of projected growth in the
Redevelopment Area or to calculate projected Trust Fund Revenues. As a result, while the Agency
reasonably believes Trust Fund Revenues will be sufficient to meet Debt Service Requirements, no
forecasts or projections of Trust Fund Revenues to pay debt service on the Bonds are included in this
Official Statement.
Requirement of Interlocal Agreement to Redeem Bonds. The Third Amendment establishes a
requirement that excess Trust Fund Revenues be (i) held in escrow and (ii) beginning in the Fiscal Year
ending September 30, 2024 or in any later year when such outstanding Agency Indebtedness can be
redeemed, if redemption is not available during Fiscal Year 2024,used for the purpose of prepaying or
redeeming outstanding Agency Indebtedness; provided such use of funds does not negatively affect the
exclusion from gross income for federal income tax purposes of interest on any tax-exempt Agency
Indebtedness. See "THE AGENCY - RDA Interlocal Agreement" herein. The requirement use excess
4t
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Trust Fund Revenues to redeem Agency Indebtedness prior to maturity may make the optional redemption
of the Series 2015 Bonds on the earliest date when the Series 2015 Bonds can be redeemed more likely
than would be the case if such requirement did not exist.
PENSION AND OTHER POST EMPLOYMENT BENEFITS
Defined Benefit Plans
All of the employees providing services to the Agency are also employees of the City. The
following is a brief description of the Agency employees'participation in the Miami Beach Employees'
Retirement Plan and the City's Pension Fund for Firefighters and Police (the "Plans"). Pursuant to
Modification 29 of the Florida State Social Security Agreement, effective January l, 1955, the City does
not participate in the federal Old-Age and Survivors Insurance System embodied in the U.S. Social
Security Act. Instead, it provides eligible employees a comprehensive defined benefit pension. The City
does participate in the hospital insurance tax, also known as Medicare, and withholds taxes accordingly.
All fult-time employees of the City who work more than thirty (30) hours per week and hold
classified or unclassified positions, except for policemen and firemen, are covered by the Miami Beach
Employees' Retirement Plan (the "Employee Plan"). The Employee Plan provides retirement benefits as
well as death and disability benefits at two (2) different tiers of employees, depending on when the
employees entered the Employee Plan. All first tier employees who participate are required to contribute
twelve percent (12%) of their salary to the Employee Plan. Al1 second tier employees are required to
contribute ten percent (10%) of their salary to the Employee Plan. The Employee Plan's funding policy
provides for periodic employer contributions at actuarially determined rates that, expressed as percentages
of annual covered payroll, are sufficient to accumulate sufficient assets to pay benefits when due.
The City's Pension Fund for Police and Firefighters (the "Police and Firefighters' Plan) is a
defined benefit pension plan covering substantially all police officers and firefighters of the City.
Members of the Police and Firefighters' Plan contribute ten percent (10%) of their salary. The City is
required to contribute an actuarially determined amount that, when combined with members' contributions,
will fully provide for all benefits as they become payable.
Based on a percentage of budgeted salary by position per department, the Agency is allocated a
proportionate share of contributions by the City and hence contributes annually to the Plans. Contributions
for 2014 were $946,000. At September 30, 2014 the Agency did not have a net pension obligation or a
net pension asset.
For more detailed information concerning the Plans, see "APPENDIX B - Excerpts from the
Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended
September 30,2014" and, in particular, Note IV of such Financial Report.
Other Post Employment Benefits
In accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible
retirees and their eligible dependents to participate in the City's health insurance program at a cost to the
retirees that is no greater than the cost at which coverage is available for active employees. Such
requirement extends to employees of the City who provide services to the Agency. Although not required
by law, the City pays a portion of such cost of participation for its retirees. The City also provides life
insurance to the retirees. As with all governmental entities providing similar plans, the City is required
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1223
to comply with the Governmental Accounting Standard's Board Statement No. 45 - Accounting and
Financial Reporting by Employers for Postemployment Benefits Other than Pensions ("GASB 45").
GASB 45 applies accounting methodology similar to that used for pension liabilities to other post
employment benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring
governmental units to include future OPEB costs in their financial statements. While GASB 45 requires
recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such
plan be funded.
The City has the authority to establish and amend its OPEB funding policy. The annual cost of
the City's OPEB Plan is calculated based on the annual required contribution (the "ARC"), an amount
actuarially determined in accordance with the parameters of GASB 45. The ARC represents a level of
funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any
unfunded actuarial liability over a period not to exceed thirty (30) years.
As of September 30, 2008, the City established an OPEB Trust (the "OPEB Trust") and began
funding its OPEB obligation. The Agency's ARC to the OPEB Trust for the Fiscal Year ended September
30, 2Ol4 was based on an actuarially determined amount for the City. The Agency was allocated its
equitable share of the ARC, based on its covered payroll. The Agency contributed $ 197,318 to the OPEB
Trust. At September 30, 2014, the Agency did not have a net OPEB obligation or a net OPEB asset.
For more detailed information concerning OPEB, see "APPENDIX B - Excerpts from the
Comprehensive Annual Financial Report of the City of Miami Beach, Florida for the Fiscal Year ended
September 30,2014" and, in particular, Note IV(f) of such Financial Report.
LEGAL MATTERS
Certain legal matters incident to the issuance of the Series 2015 Bonds and with regard to the tax-
exempt status of the interest on the Series 2015 Bonds (see "TAX MATTERS" herein) are subject to the
legal opinion of Squire Patton Boggs (US) LLP, Bond Counsel to the Agency. The signed legal opinion
of Bond Counsel, substantially in the form attached hereto as APPENDIX E, dated and premised on law
in effect as of the date of issuance of the Series 2015 Bonds, will be delivered on the date of issuance of
the Series 2015 Bonds. The actual legal opinion to be delivered may vary from the form attached hereto
to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent
distribution of it by recirculation of this Official Statement or otherwise shall create no implication that
Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the
opinion subsequent to its date of issuance.
While Bond Counsel has participated in the preparation of certain portions of this Official
Statement, it has not been engaged by the Agency to confirm or verify such information. Except as may
be set forth in an opinion of Bond Counsel delivered to the Underwriters, Bond Counsel expresses and
will express no opinion as to the accuracy, completeness or fairness of any statements in this Official
Statement, or in any other reports, financial information, offering or disclosure documents or other
information pertaining to the Agency or the Series 2015 Bonds that may be prepared or made available
by the Agency, the Underwriters or others to the Holders of the Series 2015 Bonds or other parties.
Certain legal matters incident to the issuance of the Series 2015 Bonds relating to disclosure will
be passed on for the Agency by the Law Offices of Steve E. Bullock, P.A., Miami, Florida, whose legal
services as Disclosure Counsel have been retained by the Agency. The signed legal opinion, dated and
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1224
premised on law in effect as of the date of original delivery of the Series 2015 Bonds, will be delivered
to the Agency by Disclosure Counsel at the time of original delivery of the Series 2015 Bonds.
The proposed text of the form of the legal opinion of Disclosure Counsel is set forth as
APPENDIX F to this Official Statement. The actual legal opinion to be delivered may vary from that text
if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date,
and subsequent distribution of it by recirculation of this Official Statement or otherwise shall create no
implication that Disclosure Counsel has reviewed or expresses any opinion concerning any of the matters
referenced in the opinion subsequent to its date of issuance.
Certain legal matters will be passed on for the Agency by Raul J. Aguila, Esquire, Miami Beach,
Florida, General Counsel to the Agency, and for the Underwriters by their counsel, Greenberg Traurig,,
P.A., Miami, Florida.
The legal opinions and other letters of counsel to be delivered concurrently with the delivery of
the Series 2015 Bonds express the professional judgment of the attorneys rendering the opinions or advice
regarding the legal issues and other matters expressly addressed therein. By rendering a legal opinion or
advice, the giver ofsuch opinion or advice does not become an insurer or guarantor ofthe result indicated
by that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance
of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal
dispute that may arise out of the transaction.
LITIGATION
There is no litigation pending that seeks to restrain or enjoin the issuance or delivery of the Series
2015 Bonds or contesting the proceedings or authority under which they are to be issued or the creation,
organization or existence of the Agency or, if determined adversely to the Agency, would have a material
adverse impact on the ability of the Redevelopment Area to generate sufficient Trust Fund Revenues to
pay debt service on the Series 2015 Bonds.
The Agency experiences routine litigation and claims incidental to the conduct of its affairs. In
the opinion of General Counsel to the Agency, there are no lawsuits presently pending or, to the best of
his knowledge, threatened, the adverse outcome of which would impair the Agency's ability to perform
its obligations to the owners of the Series 2015 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2015 Bonds upon the occulrence of a default
under the Bond 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, the
remedies specified by the Bond Resolution and the Series 2015 Bonds may not be readily available or may
be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2015
Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the
various legal instmments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar
laws affecting the rights of creditors enacted before or after such delivery and to general principles of
equity (whether sought in a court of law or equity).
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TAX MATTERS
Series 2005A Bonds
General. NO ATTEMPT HAS BEEN MADE TO PROVIDE THAT INTEREST ON THE
SERIES 2015A BONDS IS EXCLUDED FROM GROSS INCOME OF THE HOLDERS THEREOF FOR
FEDERAL INCOME TAX PURPOSES. NO OPINION IS RENDERED WITH RESPECT TO THE
FEDERAL TAX CONSEQUENCES OF OWNERSHIP OF THE SERIES 2OI5A BONDS AND EACH
PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE FEDERAL TAX
CoNSEQUENCES OF OWNTNG THE SERTES 2015A BONDS.
Payments of principal of and interest on the Series 2015,{ Bonds may be subject to "backup
withholding tax" under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"), at
a rate of twenty-eight percent (28%) if recipients of such payments (other than foreign investors who have
properly provided required 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 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.
ln the opinion of Sanders Patton Boggs (US) LLP, Bond Counsel, under existing law, the Series
2015A Bonds and the income thereon are exempt from taxation under the laws of the State of Florida,
except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise
taxes imposed by Chapter 220, Florida Statues as amended. Bond Counsel will express no opinion as to
any other federal or state tax consequences regarding the Series 2015,4' Bonds.
Series 20158 Bonds
General In the opinion of Squire Patton Boggs (US) LLP, Bond Counsel, under existing law:
(i) interest on the Series 20158 Bonds is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and is not an item of
tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations; and (ii) the Series 20158 Bonds and the income thereon are exempt from taxation under the
laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended,
and net income and franchise taxes imposed by Chapter 22\,Florida Statutes, as amended. Bond Counsel
expresses no opinion as to any other tax consequences regarding the Series 20158 Bonds.
The opinion on tax matters will be based on and will assume the accuracy of certain
representations and certifications, and continuing compliance with certain covenants, of the Agency
contained in the transcript of proceedings and that are intended to evidence and assure the foregoing,
including that the Series 20158 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 Agency's representations and certifications or the continuing compliance with the
Agency's covenants.
The opinion of Bond Counsel is based on current legal authority and covers certain matters not
directly addressed by such authority. It represents Bond Counsel's legal judgment as to exclusion of
interest on the Series 20158 Bonds from gross income for federal income tax purposes but is not a
45
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guaranty of that conclusion. The opinion is not binding on the lntemal Revenue Service ("IRS") or any
court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the
applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those
regulations by the IRS.
The Code prescribes a number of qualifications and conditions for the interest on state and local
government obligations to be and to remain excluded from gross income for federal income tax purposes,
some of which require future or continued compliance after issuance of the obligations. Noncompliance
with these requirements by the Agency may cause loss of such status and result in the interest on the
Series 20158 Bonds being included in gross income for federal income tax purposes retroactively to the
date ofissuance ofthe Series 20158 Bonds. The Agency has covenanted to take the actions required of
it for the interest on the Series 20158 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. After the date
of issuance of the Series 20158 Bonds, Bond Counsel will not undertake to determine (or to so inform
any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other
matters coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for
federal income tax purposes of interest on the Series 20158 Bonds or the market value of the Series
20158 Bonds.
A portion of the interest on the Series 20158 Bonds earned by certain corporations may be subject
to a federal corporate alternative minimum tax. In addition, interest on the Series 20158 Bonds may be
subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United
States and to a federal tax imposed on excess net passive income of certain S corporations. Under the
Code, the exclusion of interest from gross income for federal income tax purposes may have certain
adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers,
including financial institutions, certain insurance companies, 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 20158 Bonds. Bond Counsel will express no opinion regarding those
consequences.
Payments of interest on tax-exempt obligations, including the Series 20158 Bonds, are generally
subject to IRS Form 1099-INT information reporting requirements. If a Series 20158 Bond owner is
subject to backup withholding under those requirements, then payments of interest will also be subject to
backup withholding. Those requirements do not affect the exclusion of such interest from gross income
for federal income tax purposes.
Bond Counsel's engagement with respect to the Series 20158 Bonds ends with the issuance of the
Series 2015E} Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Agency
or the owners of the Series 20158 Bonds regarding the tax status of interest thereon in the event of an
audit examination by the IRS. The IRS has a program to audit tax-exempt obligations to determine
whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does
audit the Series 20158 Bonds, under current IRS procedures, the IRS will treat the Agency as the taxpayer
and the beneficial owners of the Series 20158 Bonds will have only limited rights, if any, to obtain and
participate in judicial review of such audit. Any action of the IRS, including but not limited to selection
ofthe Series 20158 Bonds for audit, or the course or result ofsuch audit, or an audit ofother obligations
presenting similar tax issues, may affect the market value of the Series 20158 Bonds.
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Prospective purchasers ofthe Series 20158 Bonds upon their original issuance at prices other than
the respective prices indicated on the inside cover of this Official Statement, and prospective purchasers
of the Series 20158 Bonds at other than their original issuance, should consult their own tax advisers
regarding other tax considerations such as the consequences of market discount, as to all of which Bond
Counsel expresses no opinion.
Risk of Future Legislative Changes snd/or Court Decisiazs. Legislation affecting tax-exempt
obligations is regularly considered by the United States Congress and may also be considered by the State
legislature. Court proceedings may also be filed, the outcome of which could modiff the tax treatment
of obligations such as the Series 20158 Bonds. There can be no assurance that legislation enacted or
proposed, or actions by a court, after the date of issuance of the Series 20158 Bonds will not have an
adverse effect on the tax status of interest on the Series 201 58 Bonds or the market value or marketability
of the Series 20158 Bonds. These adverse effects could result, for example, from changes to federal or
state income tax rates, changes in the structure of federal or state income taxes (including replacement
with another type of tax), or repeal (or reduction in the benefit) of the exclusion of interest on the Series
20158 Bonds from gross income for federal or state income tax purposes for all or certain taxpayers.
For example, recent presidential and legislative proposals would eliminate, reduce or otherwise
alter the tax benefits currently provided to certain owners of state and local government bonds, including
proposals that would result in additional federal income tax on taxpayers that own tax-exempt obligations
if their incomes exceed certain thresholds. Investors in the Series 20158 Bonds should be aware that any
such future legislative actions (including federal income tax reform) may retroactively change the treatment
of all or a portion of the interest on the Series 20158 Bonds for federal income tax purposes for all or
certain taxpayers. In such event, the market value of the Series 20158 Bonds may be adversely affected
and the ability of holders to sell their Series 20158 Bonds in the secondary market may be reduced. The
Series 20158 Bonds are not subject to special mandatory redemption, and the interest rates on the Series
20158 Bonds are not subject to adjustment in the event ofany such change.
Investors should consult their own financial and tax advisers to analyze the importance of these
risks.
Original Issue Discount and Original Issue Premium. Certain of the Series 20158 Bonds
("Discount Bonds") as indicated on the inside cover page of this Official Statement were offered and sold
to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at
maturity (the principal amount) over the "issue price" of a 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 is sold pursuant to that offering. For federal income tax purposes, OID accrues to the
owner of a Discount Bond over the period to maturity based on the constant yield method, compounded
semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of
OID that accrues during the period of ownership of a Discount Bond (i) is interest excluded from the
owner's gross income for federal income tax purposes to the same extent, and subject to the same
considerations discussed above, as other interest on the Series 2015I} Bonds, and (ii) is added to the
owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other
disposition of that Discount Bond. The amount of OID that accrues each year to a corporate owner of a
Discount Bond is taken into account in computing the corporation's liability for federal altemative
minimum tax. A purchaser of a Discount Bond in the initial public offering at the price for that Discount
Bond stated on the inside cover page of this Official Statement who holds that Discount Bond to maturity
will realize no gain or loss upon the retirement of that Discount Bond.
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Certain of the Series 20158 Bonds ("PremiumBonds") as indicated onthe inside coverpage of
this Official Statement were offered and sold to the public at a price in excess of their stated redemption
price at maturity (the principal amount). That excess constitutes bond premium. For federal income tax
purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield
to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity,
the amortization period and yield may be required to be determined on the basis of an earlier call date that
results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond
premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain
or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond,
the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that is amortized
during the period of ownership. As a result, an owner may realize taxable gain for federal income tax
purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the
amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public
offering at the price for that Premium Bond stated on the inside cover page of this Official Statement who
holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date
that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of
that Premium Bond.
Owners of Discount Bonds and Premium Bonds should consult their own tax advisers as to the
determination for federal income tox purposes of the amount of OID or bond premium properly
accruable or amortizable in any period with respect to the Discount Bonds or Premium Bonds and as
to other federal tax consequences and the treatment of OID and bond premium for purposes of state
and local taxes on, or based on, income.
CONTINUING DISCLOSURE
The Agency will covenant for the benefit of the holders of the Series 2015 Bonds to provide
certain financial information and operating data relating to the Agency and the Trust Fund not later than
two hundred forty (240) days following the end of each Fiscal Year, commencing with the Fiscal Year
ended September 30, 2015 (the "Annual Report"), and to provide, or cause to be provided, notices of the
occurrence of certain enumerated events. The Annual Report and notices of events will be filed with the
Municipal Securities Rulemaking Board (the "MSRB"). Digital Assurance Certification,L.L.C. ("DAC")
will act as the initial disclosure dissemination agent for the City. The specific nature of the information
to be contained in the Annual Report and the notices of events is contained in "APPENDIX G - Form of
Disclosure Dissemination Agent Agreement." These covenants have been made in order to assist the
Underwriters in complying with Rule 15c2-12 of the Securities and Exchange Commission.
On July 28,2014 Standard & Poor's Ratings Services ("S&P") announced that it had raised its
rating on the City's general obligation debt two (2) notches to "AA+" from "AA-." The disclosure
agreements entered into by the City in connection with the issuance of various series of bonds (the
"Disclosure Agreements") require the City to provide, among other things, notice of rating changes
affecting such series of bonds. Notice of the ratings increase announced by S&P on July 28, 2014 was
not provided by the City within the time periods established in the Disclosure Agreements. Such notice
was filed by DAC, on behalf of the City, with the MSRB on April 29,2015.
On April 4, 2011 S&P announced that it had raised its rating on the tax increment debt of the
Agency by one (l) notch, to "A+" from "A." The disclosure agreements entered into by the City and the
Agency in connection with the issuance of various series of tax increment bonds by the Agency (the "Tax
Increment Bonds Disclosure Agreements") require the Agency to provide, among other things, notice of
48
1229
rating changes affecting such series of bonds. Notice of the ratings increase announced by S&P on April
4,2}ll was not provided by the Agency in the manner set forth in the Tax Increment Bonds Disclosure
Agreements.
Documents required to be filed pursuant to the Disclosure Agreements are currently on file and
available electronically from the MSRB at http://emma.msrb.org/. Information regarding the Series 2015
Bonds and other bonds previously issued by the Agency or the City may be found at the DAC internet site,
"http//www.dacbond.com."
FINANCIAL STATEMENTS
Excerpts from the Comprehensive Annual Financial Report of the City of Miami Beach, Florida
for the Fiscal Year ended September 30, 2014 and the report of Crowe Horwath LLP, independent
certified public accountants ("Crowe Horwath"), in connection therewith, dated March 30,2015, are
included in APPENDIX B to this Officiat Statement as part of the public records of the City. In addition,
the Financial Report of the Miami Beach Redevelopment Agency (A Component Unit of the City of
Miami Beach, Florida) for the Fiscal Year ended September 30, 2014 and the report of Crowe Horwath
in connection therewith, dated March 30, 2015, 2015, are included in APPENDIX C to this Official
Statement as part of the public records of the Agency. Such financial statements and reports contain
information relating to the City and the Agency.
The consent of Crowe Horwath was not requested for the reproduction of its audit reports in this
Official Statement. The auditor has performed no services in connection with the preparation of this
Official Statement and is not associated with the offering of the Series 2015 Bonds.
RATINGS
[Moody's Investors Service, Inc. ("Moody's") and S&P are expected to assign ratings of o'_,"
witha,,-out1ook,,'and..-,,,withaoutlook,,'respectively,totheSeries2015
Bonds insured by the Bond Insurance Policy, with the understanding that upon delivery of such Series
2015 Bonds the Bond Insurance Policy insuring the payments, when due, of the principal of and interest
on such Series 2015 Bonds will be issued by the Bond Insurer. See "MTINICIPAL BOND INSURANCE"
herein. ln addition, Moody's has assigned to the Series 2015 Bonds a rating of "-," with a
outlook," and S&P has assigned a rating of "-," with a "outlook," each
without regard to the issuance of the Bond Insurance Policy.l Such ratings and outlooks reflect the view
of such organizations. An explanation of the significance of such ratings and outlooks may be obtained
only from Moody's and S&P, respectively. An explanation of the rating and outlook assigned by Moody's
may be obtained from Moody's at7 World Trade Center, 250 Greenwich Street, 23d Floor, New York,
New York 10007, (212) 553-0300. An explanation of the rating and outlook assigned by S&P may be
obtained from S&P at 55 Water Street, 38ft Floor, New York, New York 10041, (212) 438-2124.
There is no assurance that the rating and outlook provided by Moody's and S&P, respectively, will
continue for any given period of time or that they will not be revised downward or withdrawn entirely by
such rating agencies if, in their judgment, circumstances so warrant. Any such downward revision or
withdrawal of such ratings or outlooks may have an adverse effect on the market price of the Series 201 5
Bonds.
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FINANCIAL ADVISOR
RBC Capital Markets, LLC, St. Petersburg, Florida, is serving as Financial Advisor to the City
and has acted in such capacity with respect to the sale and issuance of the Series 2015 Bonds. The
Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent
verification or to assume responsibility for the accuracy, completeness or fairness of the information in
this Official Statement. RBC Capital Markets, LLC did not engage in any underwriting activities with
regard to the issuance and sale of the Series 2015 Bonds.
UNDERWRITING
The Series 2015 Bonds are being purchased by Morgan Stanley & Co. LLC, Wells Fargo Bank,
National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates,
Inc. and Loop Capital Markets LLC (collectively, the "Underwriters"), subject to certain terms and
conditions set forth in the purchase contract between the Agency and the Underwriters, including the
delivery of opinions on certain legal matters relating to the issuance of the Series 2015 Bonds by Bond
Counsel and the existence of no material adverse change in the condition of the Agency from that set forth
in the Official Statement.
The Series 2015 Bonds are being purchased at a purchase price of $(which
represents the $principal amount of the Series 2015 Bonds, [plus / minus a net
original issue premium / discount of $_,1 minus an Underwriters' discount of
$ ). The Series 2015 Bonds are offered for sale to the public at the prices and yields
set forth on the inside cover page of this Official Statement. The Series 2015 Bonds may be offered and
sold to certain dealers at prices lower than or yields higher than such offering prices and yields. After the
initial public offering, such public offering prices and yields may be changed, from time to time, by the
Underwriters.
Morgan Stanley, parent company of Morgan Stanley & Co. LLC, the senior managing underwriter
of the Series 2015 Bonds, has entered into a retail distribution arrangement with its affiliate Morgan
Stanley Smith Bamey LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may
distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley
Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan
Stanley Smith Barney LLC for its selling efforts with respect to the Series 2015 Bonds.
Wells Fargo Securities is the trade name for certain securities-related capital markets and
investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank,
National Association. Wells Fargo Bank, National Association ("WFBNA"), one of the underwriters of
the Series 2015 Bonds, has entered into an agreement (the "Distribution Agreement") with its affiliate,
Wells Fargo Advisors, LLC (.'WFA"), for the distribution of certain municipal securities offerings,
including the Series 2015 Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion
of its underwriting or remarketing agent compensation, as applicable, with respect to the Series 2015
Bonds with WFA. WFBNA also utilizes the distribution capabilities of its affiliate, Wells Fargo
Securities, LLC ("WFSLLC"), for the distribution of municipal securities offerings, including the Series
2015 Bonds. In connection with utilizing the distribution capabilities of WFSLLC, WFBNA pays a
portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA, WFSLLC and
WFA are each wholly-owned subsidiaries of Wells Fargo & Company. Certain subsidiaries of Wells
Fargo & Company (parent company of Wells Fargo Bank, National Association), have provided, from time
to time, investment banking services, commercial banking services or advisory services to the Agency, for
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1231
which they have received customary compensation. Wells Fargo & Company or its subsidiaries may, from
time to time, engage in transactions with and perform services for the Agency in the ordinary course of
their respective businesses.
The Underwriters and their respective affiliates are full service financial institutions engaged in
various activities, which may include sales and trading, commercial and investment banking, advisory,
investment management, investment research, principal investment, hedging, market making, brokerage
and other financial and non-financial activities and services. In the course of their various business
activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase,
sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the accounts
of their customers, and such investment and trading activities may involve or relate to assets, securities
and/or instruments of the Agency (directly, as collateral securing other obligations or otherwise) and/or
persons and entities with relationships with the Agency. The Underwriters and their respective affiliates
may also communicate independent investment recommendations, market color or trading ideas and/or
publish or express independent research views in respect of such assets, securities or instruments and may
at arly time hold, or recommend to clients that they should acquire, long and./or short positions in such
assets, securities and instruments.
The Underwriters, respectively, may have entered into agreements with other broker- dealers (that
have not been designated by the City as Underwriters) for the distribution of the Series 2015 Bonds at the
original issue prices. Such agreements generally provide that the relevant Underwriter will share a portion
of its underwriting compensation or selling concession with such broker-dealers.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by Morgan
Stanley & Co. LLC relating to the computation of forecasted receipts of principal and interest on the
Government Obligations and uninvested cash to pay and redeem the Outstanding Prior Bonds and
supporting the conclusion of Bond Counsel that the Series 2015 Bonds do not constitute "arbitrage bonds"
under Section 148 of the Internal Revenue Code of 1986, as amended, was verified by Integrity Public
Finance Consulting LLC, Jacksonville, Florida, as the Verification Agent. Such computations were based
solely upon assumptions and information supplied by Morgan Stanley & Co. LLC
The Verification Agent has restricted its procedures to examining the arithmetical accuracy of
certain computations included in the schedules provided by Morgan Stanley & Co. LLC. The Verification
Agent has not made any study or evaluation of the assumptions and information upon which the
computations are based and, accordingly, has not expressed an opinion on the data used, the
reasonableness of the assumptions, or the achievability of the forecasted results.
CONTINGENT FEES
The City has retained Bond Counsel, Disclosure Counsel and the Financial Advisor with respect
to the authorization, sale, execution and delivery of the Series 2015 Bonds. Payment of the fees of such
professionals and an underwriting discount to the Underwriters (including the fees of Underwriters'
Counsel) are each contingent upon the issuance ofthe Series 2015 Bonds.
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1232
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 5 17.05 I , Florida Statutes, and Rule 38400.003, Florida Administrative Code, requires the
Agency to disclose each and every default as to payment of principal and interest after December 31,1975
with respect to obligations issued or guaranteed by the Agency. Rule 3E400.003 further provides,
however, that if the Agency in good faith believes that such disclosure would not be considered material
by reasonable investors, such disclosure may be omitted. The Agency is not in default and has not been
in default since December 31,1975 in the payment of principal or interest with respect to any obligations
issued or guaranteed by the Agency that would be considered material to a reasonable investor.
AUTHORIZATION CONCERNING OFFICIAL STATEMENT
The delivery of this Official Statement has been duly authorizedby the members of the Agency.
At the time of the delivery of the Series 2015 Bonds, the Chairman of the Agency and the Executive
Director of the Agency will furnish a certificate to the effect that nothing has come to their attention which
would lead them to believe that this Official Statement, as of its date and as of the date of delivery of the
Series 2015 Bonds, contains an untrue statement of a material fact or omits to state a material fact which
should be included therein for the purpose for which this Official Statement is intended to be used, or
which is necessary to make the statements contained herein, in the light of the circumstances under which
they were made, not misleading.
A limited number of copies of the final Official Statement will be provided, at the Agency's
expense, on a timely basis.
CONCLUDING STATEMENT
All information included in this Official Statement has been provided by the Agency, except where
attributed to other sources. The summaries of and references to all documents, statutes, reports, and other
instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such
reference or summary is qualified in its entirety by reference to each such document, statute, report or
other instrument. The information in this Official Statement has been compiled from official and other
sources and, while not guaranteed by the Agency, is believed to be correct. To the extent that any
statements made in this Official Statement and the appendices attached hereto involve matters of opinion
or of estimates, whether or not expressly stated, they are set forth as such and not as representations of
fact, and no representation is made that any of the estimates will be realized.
This Official Statement has been duly executed and delivered by the Chairman and the Executive
Director of the Miami Beach Redevelopment Agency.
MIAMI BEACH REDEVELOPMENT AGENCY
PHILIP LEVINE, Charrman
52
JIMMY L. MORALES, Executive Director
1233
APPENDIXA
General Information and Economic Data
Regarding the City of Miami Beach, Florida
and Miami-Dade County, Florida
1234
GENERAL INFORMATION REGARDING
THE CITY OF MIAMI BEACH
AND MIAMI-DADE COUNTY, FLORIDA
The following information pertaining to the City of Miami Beach, Florida (the "City") and Miami-
Dade County, Florida (the "County") is set forth for purposes of providing background information only.
The Series 2015 Bonds are payable only from the Trust Fund Revenues and other amounts constituting
Pledged Funds, as defined in this Official Statement. The Series 2015 Bonds do not constitute a debt,
liability or obligation or a pledge of the faith, credit or taxing power of the City, the County, the State of
Florida, or any political subdivision thereof.
INTRODUCTION
The City
The City is located on a barrier island surrounded by the Atlantic Ocean to the east and Biscayne
Bay to the west. The City comprises seven (7) square miles of land area and ten (10) square miles of
Biscayne Bay. The City is connected to the mainland by four (4) causeways.
The climate of the City 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 Art Deco architecture in the United States. Within the Art Deco Historic
District is the world famous Ocean Drive, which has been called the 'oRiviera" of Florida. The economy
of the area is based on tourism. For Fiscal Year 2014, hotel, food and beverage sales accounted for an
estimated $2.2 billion in sales within the City. The demographics of the City have drastically changed
over the last thirty-five (35) years. In the 1980 Census, the average age of the City's population was 65.3
years old. That average declined to 43.7 years of age by the 2000 Census and to 40.3 years of age by the
2010 Census. After the significant changes between 1980 and 2010, the City's demographics are
beginning to stabilize with a younger, more affluent population. Based on information provided by the
U.S. Census Bureau for 2013 (the most recent year for which City estimates are currently available from
the U.S. Census Bureau), the median age in the City was estimated to be 39.3 years of age and the median
family income was estimated to be $52,576.
The County
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 2,209 square miles of land area. The
population of the County is clustered mainly along the coastal, eastern areas, with the western area of the
County comprising a part of the Ftorida Everglades. The County was created on January 18, 1836 under
the Territorial Act of the United States. It included the land area now forming Palm Beach and Broward
Counties, together with the land area of the present Miami-Dade County. In 1909, Palm Beach County
was established from the northem portion of what was then Dade County. In 1915, Palm Beach County
and then Dade County contributed nearly equal portions of land to create what is now Broward County.
There have been no significant boundary changes to the County since 1915. There are thirty-five (35)
incorporated municipalities in the County and the County serves as a municipal government for its
unincorporated areas. In addition to the City, the municipalities in the County include the cities of Miami,
Hialeah and Coral Gables.
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POPULATION
The U.S. Census Bureau estimated the population of the City and of the County to be 91,026 and
2,64l,866,respectively,in20l3. For2014,thepopulationintheCountyisestimatedtobe2,662,ST4.
The U.S. Census Bureau population estimates for the City for 2014have not been released. Projections
by the Nielsen Company, a leading provider of demographic and economic data, provide for the City's
population to grow to 96,484 by the year 2020. Set forth below are general population statistics for the
City and the County and age data relating to the City's population growth.
Population, City of Miami Beach
and Miami-Dade County 1980 -2014
City of Miami-Dade
Calendar Year Miami Beach Percent Change Co@
1980
1990
2000
2010
2013*
2014*
96,298
92,639
87,933
87,779
91,026
N/A
10.60/0
(3.8)
(s.3 )
(0.1)
0.4
1,625,598
1,937,094
2,260,000
2,496,435
2,641,866
2,662,874
28.2%
19.2
16.'7
10.5
5.8
6.7
Source: U.S. Department of Commerce, Bureau of Census'
* Estimated as of July l,2Ol3 for City population and as of July l, 2014 for County population. Population
estimates for the City for 2014 are not yet available.
Population Breakdown
City of Miami Beach, 1990 - 2013
Age Group 1990 2010 20t3*2000
Under 18
l8 and over
2l and over
65 and over
Median Age:
13.4%
86.6
84.1
19.2
39.0
Bureau ofCensus.
information is available.
t4.2%
8s.8
83. l
23.4
44.5
12.8%
87.2
84.9
16.2
40.3
15.6%
84.4
82.1
16.0
39.3
Source: U.S. Department of Commerce,
* 2013 is the most recent year for which
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GOVERNMENT
The City was incorporated as a municipal corporation on March 26, 1915. The City operates
under a Commissior/City Manager form of govemment. The City Commission consists of the Mayor and
six (6) Commissioners who serve as the policy-making body of the City. Authority is vested in the City
Commission to enact ordinances, hold public hearings, approve contracts, establish the City's budget and
tax assessments, and authorize construction of all public improvements.
The Mayor and City Commission are elected on a citywide, nonpartisan basis. Elections are held
in odd numbered years, with the Mayor elected to serve two-year terms with a limit of three (3)
consecutive terms. Commissioners are elected to serve four-year terms with a limit of two (2) consecutive
terms. City Commission terms are staggered so that not all Commissioners are up for re-election at the
same time. On a rotating basis, the City Commission selects one (l) of its members to serve as Vice
Mayor for a three-month term. The Mayor, who is the presiding officer at City Commission meetings,
may vote on all matters that come before the City Commission, but has no power of veto. The City
Commission appoints the City Manager, the City Attorney and the City Clerk. All other department heads
are appointed by the City Manager, with the consent of the City Commission.
The City Manager is vested with the responsibility to ensure that policies, directives, resolutions,
and ordinances adopted by the City Commission are enforced and implemented. As the City's Chief
Executive Officer, the City Manager is responsible for providing executive level leadership, vision and
guidance to the organizatiorr,providing recommendations to the City Commission and implementing policy
directives in an efficient and effective manner. In addition, the City Manager is responsible for the daily
operations of the City, preparing and administering the budget, planning the development of the City,
supervising City employees, interacting with citizen groups and other units of government, and is otherwise
responsible for the health, safety, and welfare of the residents of and visitors to the City. With the
exception of the City Attomey's Office and the City Clerk's Office, the City Manager has the power to
appoint or remove all heads of the various departments of the City.
SCOPE OF SERVICES
The City provides a full range of municipal services, including police and fire protection,
recreational activities, parks, cultural events, sanitation services, water, sewer and storm water services,
neighborhood and community services, and the construction and maintenance of streets and infrastructure.
ECONOMIC AND DEMOGRAPHIC DATA
Family Income
The estimated median family income for the City has been consistently higher than the median
family income for the County. During the last five years, the median family income for the City has
ranged from being g.6Yohigher than the median family income for the County in 2010 to being 20.7%
higher in 2011.
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Estimated Median Family Incomes, 2009 - 2013(t)
City of Miami-Dade
Calendar Year Miami Beach Percent Change Countv Percent Change
2009
2010
20tt
20t2
20l3Q)
$54,643
50,758
57,318
56,457
52,576
2.3%
(7.r)
12.9
(l.s)
(6.e)
$47,697
46,126
46,577
47,382
46,904
(7.8)%
(3.3)
1.0
1.7
(1.0)
Source: U.S. Department of Commerce, Bureau of Census.
(l) Amounts are presented in dollars, adjusted for inflation.
(2) 2013 is the most recent year for which information is available.
Per Capita Personal Income
Between 2009 and 2013, the estimated per capita personal income for the County increased by 12.9
percent, from $35,329 in 2009 to $39,880 in 2013. Such increase is slightly higher than the rate of growth
in the State of Florida, which experienced a per capita personal income growth rate of approximately 1l.l
percent during the same period, and generally consistent with the rate of growth in the United States,
which experienced a per capita personal income growth rate of approximately I 3.7 percent during the same
period.
Per Capita Personal Income, 2009 - 2013(r)
Miami-Dade State of
Year(2) Countv % of U.S. Florida % of U.S. United States
2009
2010
20ll
20t2
2013€)
$35,329
36,592
38,242
39,467
39,880
89.7%
91.2
90.3
89.3
89. I
$37,350
38,478
40,215
44,041
41,497
94.8%
95.8
95.0
92.9
92.7
$39,379
40,144
42,332
44,200
44,765
Source: U.S. Department of Commerce, Bureau of Economic Analysis/Regional Economic Information System.
(1) Information provided as of the last available update, dated November 20,2014.
(2) Estimates for 2013 are new estimates. Amounts for 2009 through 2012 are revised from estimates previously
provided for such years.
(3) 2013 is the most recent year for which information is available.
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EMPLOYMENT
The fotlowing tables provide information relating to the City's labor force and the principal
employers in the County for the fiscal year ended September 30, 2014 and comparative data for the fiscal
year ended September 30, 2005.
City of Miami Beach Employment 2009 - 2014*
[.abor Force 2009 2010 20ll 2012 2013 2014
Labor Force Employed
Labor Force Unemployed
Total Labor Force
Unemployment Rate
42,447
4,315
46,762
9.2%
44,129
4,088
48,217
8.s%
46,295
)rzJ I
49,532
6.5%
46,992
3,042
50,034
6.1%
47,630 49,191
2,477 2,344
50,107 51,535
4.9% 4.5%
Source: U.S. Departrnent of Labor, Bureau of Labor Statistics
* Data provided for December of each year.
subject to change.
Data for years 2010 to 2014 represents provisional data, which
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Miami-Dade County
Ten Largest Public Employers
20r4 2005
Emplovers
Miami-Dade County Public Schools
Miami-Dade County
Federal Government
Florida State Government
Jackson Health System
City of Miami
Florida International University
Homestead Air Force Base
Miami VA Medical Center
Miami-Dade College
City of Miami Beach
TOTAL
Percentage
of Total
County
Rank Emplovment
I 2.74%
2 2.08
3 1.57
4 1.40
5 0.80
6 0.33
7 0.29
I 0.27
9 0.20
l0 0.20
Emplovees Rank
54,387 I
32,265 2
20,100 3
18,900 4
11,700 5
3,954 8
5,000 7
2,018 9
7,500 6
1.839 l0
)s7.633.
Emplovees
33,477
25,502
19,200
1 7,1 00
9,',797
3,997
3,534
3,250
2,500
2,390
t20.747 9.88%
Source: City of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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Employers
University of Miami
Baptist Health South Florida
American Airlines
Carnival Cruise Lines
Miami Children's Hospital
Mount Sinai Medical Center
Florida Power & Light Co.
Royal Caribbean International
Wells Fargo Bank
Bank of America Merrill Lynch
United Parcel Service
Bellsouth
Winn-Dixie Stores
Precision Response Corporation
Publix Super Markets
Burdines-Macy's
TOTAL
Miami-Dade County
Ten Largest Private Employers
2014 200s
Employees Rank
9,079 2
10,300 I
9,000 3
3,665 9
Emplovees
12,818
I1,353
I 1,031
3,500
3,500
3,321
3,011
2,989
2,050
2,000
Percentage
of Total
County
Emplovment
t.0s%
0.93
0.90
0.29
0.29
0.27
0.25
0.24
0.17
0.16
5,000
4,800
4,616
4,196
4,000
3.368
58.0U"
Rank
I
2
3
4
5
6
7
8
9
l0
4
5
6
7
8
l0
55.573 4.55%
Source: Cify of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30,2014.
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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 ten (10) years.
City of Miami Beach, Florida
Value of Building Permits Issued
Fiscal Years 2005 - 2014
Fiscal Year
Ended
Sentember 30. Number of Permits Total Value
2005
2006
2007
2008
2009
20r0
20ll
2012
2013
2014
12,837
12,226
12,729
I 1,056
10,277
10,188
I 1,159
12,580
13,898
13,972
$ l,23s,909,l5l
1,177,266,348
I,165,346,1 l8
1,109,923,131
567,660,721
299,508,078
373,852,763
417,811,132
506,646,472
gl8,83I,235
Source: City of Miami Beach Building Department.
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PROPERTY TAXES
The following table summarizes the direct and overlapping tax (millage) rates for the past ten (10)
years. The table reflects the fact that, except during the years when millage rates needed to increase in
response to the significant reduction in assessed values experienced throughout Florida and the United
States during the economic downturn, millage rates in the City have generally decreased during the past
ten (10) years.
City of Miami Beach, Florida
Direct and Overlapping Tax Rates
($1 per $1,000 of Assessed Value)
Fiscal Years 2005 - 2014
City of Miami Beach
Direct Rates Overlaooine Rates
Tax Roll Fiscal Year Debt Total School
Year as of Ended Operating Service Direct District County State
January I September 30 Millage Millage Millage Millage Millage Millage Total
2005
2006
2007
2008
2009
2010
20ll
2012
2013
2014
2006
2007
2008
2009
2010
20tt
2012
2013
20t4
2015
7.4810
7.3740
5.6555
5.6555
5.6555
6.2155
6. l 655
6.0909
5.8634
5.7942
0.s920
0.2990
0.2415
0.2375
0.2568
0.2870
0.2884
0.2568
0.2s29
0.229s
8.0730
7.6730
s.8970
s.8930
5.9123
6.s02s
6.4539
6.3477
6.1 I 63
6.0237
8.4380
8.1050
7.9480
7.7970
7.9950
8.2490
8.0050
7.9980
7.9770
7.9740
7.0348
6.8083
5.6711
5.9263
6.0051
6.6s65
5.7695
5.6610
s.7980
s.9009
0.7355 24.2813
0.7355 23.3218
0.6585 20.1746
0.6s85 20.2748
0.6585 20.5709
0.6s8s 22.066s
0.4708 20.6992
0.4634 20.470t
0.4455 20.3368
0.4187 20.3173
Source: Cify of Miami Beach Comprehensive Annual Financial Report for the Fiscal Year ended September 30, 2014 and
Miami-Dade County Property Appraiser's Millage Tables.
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1243
The following table summarizes the tax levies and collections in the City for the past ten (10) years.
City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 2005 - 2014
Tax Roll Fiscal Year Taxes
Year as of Ended Levied for
Januarv 1 Seotember 30 Fiscal Year
Collected within
Fiscal Year of Lew
colections
in
Percentage Subsequent
Amount of Levy Years
Total Collections to Date
Percentage
Amount of Levy
2004
200s
2006
2007
2008
2009
2010
20tl
2012
20t3
2005
2006
2007
2008
2009
2010
20tt
2012
2013
2014
$110,739,1s3
135,910,285
165,759,439
150,418,073
150,588,328
138,703,567
136,549,286
134,753,401
139,133,369
143,266,670
$ 97,731,071
132,487,342
163,120,484
145,433,238
144,321,499
131,355,903
128,719,932
129,572,373
134,848,787
r4r,55r,552
88.25% $1,086,183
97.48 1,814,064
98.41 2,145,835
96.69 4,646,716
95.84 4,633,049
94.70 3,550,990
94.27 290,254
96.t6 125,152
95.62 3,403,910
97.s3 N/A
$ 98,817,254 89.23%
134,30r,406 98.82
165,266,319 99.70
150,079,954 99.78
t48,954,548 98.92
134,906,893 97 .26
129,010,186 94.48
t29,697,525 96.25
138,252,697 99.37
141,551,552 98.80
Source: City of Miami Beach Comprehensive Annual Financial
Miami-Dade County Property Appraiser's Office.
Report for the Fiscal Year ended September 30,2014 and
[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]
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1244
The following tables summarize the ten (10) largest taxpayers in the City, the type of property
owned by such taxpayers and the assessed value of such property for the Fiscal Year ended September
30,2014 and, for comparison, for the Fiscal Year ended September 30, 2005.
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2014
Percentage of
City's Certified
Taxable
Assessed ValueTaxpayer
Fountainbleau Florida Hotel LLC
MB Redevelopment Inc. / Loews Hotel
2201 Collins Fee LLC
Florida Power & Light Company
Di Lido Beach Hotel Corp.
2377 Collins Resort LP
VCP Lincoln Road LLC
Eden Roc LLP
MCZ lCentrum Flamingo II LLC
MCZ lCentrum Flamingo III LLC
TOTAL
Twe of Propertv
Hotel
Hotel
Apartments
Industrial
Hotel
Hotel
Retail
Hotel
Apartments
Apartments
Taxable
Assessed
Value
s 327,513,062
229,900,000
200,811,436
186,802,731
l r2,860,000
110,925,385
98,000,000
97,429,200
95,s90,000
79.860.000
$1139-69.!3!4
r.33%
0.93
0.81
0.76
0.46
0.45
0.40
0.40
0.39
0.32
625%
Source: 2013 Miami-Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach and City
of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September
30,2014.
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A-l I
1245
Taxpayer
Loews Miami Beach Hotel
Morton Towers
Fountainbleau Hotel
Sandy Lane Residential LLC
Di Lido Beach Hotel Corp.
Eden Roc Acquisition LP
Shore Club
Morton Towers Expansion
South Gate Apartments
2201 Collins Fee LLC
City of Miami Beach
Ten Largest Taxpayers
Fiscal Year 2005
Tvpe of Propertv
Hotel
Apartments
Hotel
Hotel
Hotel
Hotel
Hotel
Apartments
Apartments
Apartments
Taxable
Assessed
Value
$143,400,000
I10,675,000
104,449,118
72,230,700
61,900,000
49,500,000
48,500,000
48,325,000
48,000,000
44,583.667
$731563.48s.
Percentage of
City's Certified
Taxable
Assessed Value
1.02%
0.79
0.74
0.51
0.44
0.35
0.35
0.34
0.34
0.32
s20%TOTAL
Source: 2004 Miami-Dade County, Florida Ad Valorem Assessment Roll for the City of Miami Beach and City
of Miami Beach, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September
30,2014.
LOCAL ECONOMY
Tourism is the largest sector of the City's economy, with over $2.2 billion in direct tourist
spending on hotel, food and beverage, and constitutes a large portion of the City's $l billion retail
marketplace. ln Fiscal Year 2013, the City's hotels hosted more than 5 million overnight visitors, and
approximately 7 million tourists visited South Beach and the Art Deco Historic district. Results reported
for Fiscal Year 2014 evidence a continued upward trend.
Hotel room sales in the City for Fiscal Year 2014 increased by 7% from Fiscal Year 2013,
following thegYo increase a year earlier, demonstrating the continued strength of the City's lodging market
and its major role in the robust tourist economy of South Florida. The City's hotel room occupancy rates
remained stable in Fiscal Year 2014 at77o/o, as was the case in Fiscal Year 2013, reflecting continued
absorption of an inventory of hotel rooms that has increased significantly in recent years, from 13,506
rooms at the beginning of 2008 to 17,751 in20l4. This additional inventory has provided the City with
additional hotel room resources and product that is expected to continue to attract future visitors to and
investment in the City. Evidence of the strength of the local economy is the fact that, with the exception
of a de minimis 1% decline in the first quarter of 2008, hotel room demand has increased every quarter
from the third quarter of 2007 through the fourth quarter of 2014.
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1246
The City is also a regional destination, with approximately 7 to 9 million day trips by residents
of the surrounding area, making it one of the most popular destinations in Florida. However, in recent
years, the City has diversified beyond its traditional tourism based economy to become a leading multi-
industry business center, with entertainment, health care, culture, and professional services industries. The
City serves as host for several major television shows, including Bum Notice (USA), Magic City (Starz)
and Ballers (HBO), and has been the host for several recent feature productions, including Iron Man 3,
Step Up Revolution, Pain & Gain and Ride Along 2. In addition, the City hosted the inaugural eMerge
Americas Conference, showcasing the best and brightest technology innovators and entrepreneurs,
including Rokk3rlabs, a tech hub that is based in the City. In December 2014, the world's most
prestigious art fair, Art Basel, based in Switzerland, celebrated the thirteenth anniversary of its Miami
Beach exhibition. Over 250 of the world's leading art galleries participate in Art Basel Miami Beach and
an estimated 73,000 international visitors attended the 2014 event. Art Basel Miami Beach has increased
in attendance and sales every year since inception.
Retail tenants continue to open locations and expand in the City, joining established operations,
such as Armani Exchange, Kenneth Cole, Urban Outfitters, Diesel, Nicole Miller, Forever 21, H&M and
Gap, which recently opened its new two story location in the City. New retailers that joined the Miami
Beach market in20l4 included Athleta & Intermix, with Lululemon,Zadiqand Voltaire and Kiko Milano
scheduled to join in 2015. As of September 30 2014, Class A office space in prime locations continues
to generate interest, with a vacancy rate at the low level of approximately 9.9%. Such office space is
anchored by corporate tenants, such as LNR Property Corporation, Terranova, and Benetton.
Although there are factors beyond the City's control that have impacted the production of
entertainment projects, the entertainment industry continues as an important part of the City's economy.
The City remains a key location for the production of movies, fashion campaigns and television series.
Many international talent and model agencies have established and continue operations in the City and the
City continues to grow as an international destination for major events. In addition to Art Basel Miami
Beach, Design Miami, the South Beach Food and Wine Festival, the Miami lnternational Auto Show, the
South Beach Comedy Festival, the Miami Beach International Boat Show and the Winter Music
Conference continue to provide a strong base for the special events, meeting and trade show segment of
the City's economy.
The City also remains a leader in the real estate industry, as the median price of homes and
condominiums continued to stabilize through 2014. Development in the City continues to grow,
specifically in North Beach, at area historically overlooked for significant proj ects by developers. Growth
management initiatives in the late 1990's resulted in more limited supply, somewhat reducing the exposure
of excess new residential inventory that was experienced in some other cities. Since the end of 2008, as
recessionary pressures eased on the economy, the City has experienced quarterly increases ofunits sold,
and a decline in the number of condominium units for sale, from over 4,000 in early 2008, to 1,470 in
December 2013. In 2014 however, due to rising prices and a strengthening dollar, the sales velocity of
the market has eased, with the condo listing inventory increasing to 3,409 in 2014 from record lows in
2013.
MIAMI BEACH VISITOR AND CONVENTION ACTIVITY
Miami-Dade County and the Miami Beach Convention Center host a large number of conventions
and the City welcomes a large number of overnight visitors each year. Set forth below is information
relating to convention center attendance and overnight visitor activity.
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1247
City of Miami Beach, Florida
Convention Center Attendance and Overnight Visitors
Fiscal Years 2005 - 2014
Convention Center Overnight Total Ovemight
Fiscal Year Attendance Visitors Visitor Spending
2005
2006
2007
2008
2009
20r0
201 I
2012
2013
2014
N/A
649,671
707,133
889,695
632,700
708,875
661,625
661,327
589,663
737,954
5,300,000
5,143,740
4,894,053
4,863,569
5,393,091
5,558,408
5,539,010
s,841,612
5,697,053
6,961,200
$ 7,200,000,000
7,889,608,756
7,344,719,992
7,468,633,814
7,524,151,558
8,104,378,579
8,088,739,484
9,201,340,602
10,614,159,967
10,500,000,000
Source: City of Miami Beach Finance Department.
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1248
Tourism and Visitor Activity
Domestic and International Overnight Visitors
Miami-Dade County Fiscal Years 2010 - 2014
(in 000)
Fiscal Year Ended September 30.
Oriein 2010 20ll 2012 2013 2014
Domestic Regions
Northeast
Southern
Midwest
Western
Total Domestic Visitors
International Regions
South America
Caribbean
Central America
Europe
Canada
Other Intemational Regions
Total International Visitors
Total Overnight Visitors
Expenditures*
Domestic Ovemight Visitors
International Overnight Visitors
Total Expenditures
3,196.0
1,568.5
1,220.6
558.9
6,948.s
2,836.8
688.5
525.r
1,306.5
587.4
I15.8
6.060.1
p.604r
s 6,484.7
12.428.6
$l&913.3
3,362.1
1,700.1
1,291.2
595. I
6.948.5
3,182.9
702.8
537.6
1,324.7
627.9
119.8
6,495.7
13.4442
$ 7,088.7
14,528.6
$W
3,423.2
1,750.6
1,300.9
600.2
7.074.9
3,435.6
718.8
550. I
1,364.4
640.5
120.3
6.833.',l
13.e08.6
$ 7,482.3
I 5. I 83.0
$W
3,401.4
1,781.0
1,263.6
641_2
7.087.2
3,737.1
719.2
561.5
1,332.4
660.6
120.9
7 ,131.7
142r89
$ 7,839.9
t5,954.1
$ru
3,520.1
1,833.1
1,270.8
679.2
7.303.2
3,659.0
'755.0
595.3
1,430.2
689.7
130.7
7.260.0
t4.5632
$ 8,206.3
t6,528.2
$243345
Source: Greater Miami Convention and Visitors Bureau,
* Average Daily Expenditures.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
A-15
1249
Overnight Visitors by Region
Fiscal Years 20f0 - 2014*
Fiscal Year Ended September 30,
Resion 2010 20ll 2012 2013 2014
Miami Beach
Downtown Miami
Airport Area
North Miami-Dade/Sunny Isle
South Miami-Dade
Coral Gables
Key Biscayne
Coconut Grove
Doral
Total
44.t%
18.7
13.8
9.5
5.8
5.4
2.5
1.3
N/A
100%
4t.zvo
21.7
13.0
9.8
r00%
42.0Yo
17.6
17.2
10.0
5.0
4.9
2.7
0.9
0.7
100%
43.2%
18.1
16.5
r0.8
4.7
4.2
1.3
0.5
0.9
r00%
47.8%
19.2
12.8
8.8
3.9
3.9
1.5
1.5
J.J
r00%
5.8
5.7
2.4
0.8
0.7
Source: Greater Miami Convention and Visitors Bureau.
* Numbers may not add, due to rounding.
TRANSPORTATION
Surface Transportation
The County has a comprehensive transportation network designed to meet the needs of residents,
travelers and area businesses. The County's internal transportation system includes (i) Metrorail , a24.8
mile above-ground, electric rail system connecting South Miami-Dade and the City of Hialeah with the
downtown Miami and civic center areas; (ii) Metromover, a fully automated, 4.4 mile above-ground,
electric rail, double-loop people mover system that carries passengers around downtown Miami's central
business center, south to the Brickell Avenue business and international banking centers and north to the
Andrienne Arsht Performing Arts Center and Omni shopping center areas; and (iii) the County's Metrobus
system, which operates over approximately 29.3 million revenue miles per year and provides over 76.8
million passenger trips annually. The County also provides para-transit services to qualified elderly and
handicapped riders. The County's para-transit services supply over 1.68 million passenger trips annually.
In addition, cargo rail service is available from both Miami International Airport and the Port of Miami,
and Amtrak has a passenger station in the City of Miami. Tri-Rail, a 72-mile train system, links the City
of West Palm Beach, the Town of Boca Raton, the City of Fort Lauderdale, the City of Hollywood and
Miami Intemational Airport.
Miami International Airport
Miami International Airport is one of the busiest airports in the world for both passenger and cargo
traffic. It ranks twelfth (12ft) in the nation and twenty-fifth (259 in the world in passenger traffic and has
A-16
1250
the second highest international passenger traffic in the United States. The airport ranks third (3d) in the
nation and eleventh (11ft) in the world in tonnage of domestic and international cargo movement. During
Fiscal Year 2014 Miami International Airport handled 40,844,964 passengers and 2,187,943 tons of air
freight. More than 88 airlines serve Miami International Airport, flying passengers to more than 150
destinations around the globe.
Port of Miami
The Port of Miami, known as the "cruise capital of the world," is an island port that encompasses
649 acres of land. It is the world's largest multi-day cruise port and is operated by the Seaport
Department of Miami-Dade County. Embarkations and debarkations on cruise ships totaled over 4.7
mitlion passengers at the Port of Miami during Fiscal Year 2014. The Port of Miami is currently home
to twenty-eight (28) cruise ships that operate throughout the year. Such ships, owned by eight (8) separate
cruise ship companies, include some of the largest cruise ships in the world.
The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries
accounted for over one-half of the 7.6 million tons of cargo transferred through the Port of Miami during
Fiscal Year 2014. The Port of Miami has also expanded its relationships in the global community. As
a result, trade with the Far East, Asia and the Pacific coast accounted for almost 39%o of the total cargo
handled at the Port of Miami during Fiscal Year 2014.
In August 2014, access to the Port of Miami was increased by the opening of the PortMiami
Tunnel. The PorlMiani Tunnel consist of two (2) parallel tunnels (one in each direction) that travel
undemeath Biscayne Bay connecting MacArthur Causeway on Watson Island with the Port of Miami on
Dodge Island. The PortMiarui Tunnel provides direct access from highways I-95 and I-395, creating a
highly desired additional entrance to the Port of Miami and a major improvement in traffic flow in
downtown Miami. ThePortltliami Tunnel is expected to be a significant catalyst for future development
at the Port of Miami and in the downtown Miami area.
RECREATION
There are numerous parks and playgrounds in the City. Each park provides different amenities,
from tennis and bocce courts to swimming pools and tot lots, to Vita courses and barbecue pits. There
are four (4) Vita courses, t'wo (2) public swimming pools, and numerous tennis courts, including the Holtz
Tennis Stadium, which hosts 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 the Gulf
Stream. The Marina is a private development on City owned, bay front land in the South Pointe area of
the City. Renovation has increased the number of boat slips to 388, making the Marina a first class
facility and the largest marina in the area.
In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of Biscayne
Bay from the Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach
young adults the basic art of sailing on small prams.
The City owns two (2) championship gotf courses that are open to the public. The two (2)
championship courses, Miami Beach Golf Course and Normandy, offer a clubhouse complete with a
restaurant, lounge and pro shop.
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1251
APPENDIX B
Excerpts from Comprehensive Annual Financial Report
of the City of Miami Beach, Florida
for the Fiscal Year Ended September 30,2014
1252
APPENDIX C
Financial Report of the
Miami Beach Redevelopment Agency
(A Component Unit of the City of Miami Beach, Florida)
for the Fiscal Year Ended September 30,2014
1253
APPENDIX D
The Bond Resolution
1254
APPENDIX E
Proposed Form of Opinion of Bond Counsel
1255
APPENDIX F
Proposed Form of Opinion of Disclosure Counsel
1256
Board of Commissioners
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Tax Increment Revenue and Revenue
Refunding Bonds, Taxable Series 2015A
(City Center/Historic Convention Village)
Ladies and Gentlemen:
MIAMI BEACII REDEVELOPMENT AGENCY
S
Date of Delivery
Tax Increment Revenue and Revenue
Refunding Bonds, Series 2015B
(City Center/Historic Convention Village)
We have served as Disclosure Counsel in connection with the issuance by the Miami Beach
Redevelopment Agency (the "Agency") of its $in aggregate principal amount of Tax
Increment Revenue and Revenue Refunding Bonds, Taxable Series 2015A (City Center/flistoric
Convention Village) (the "Series 2015,A. Bonds") and $in aggregate principal amount
of Tax Increment Revenue and Revenue Refunding Bonds, Series 20158 (City Center/Historic Convention
Village) (the "series 20158 Bonds" and, collectively with the Series 2015A Bonds, the "Series 2015
Bonds"). The Series 2015 Bonds are being issued with the terms, for the purposes and subject to the
conditions set forth in Resolution No. _-2015 adopted by the Chairman and members of the Board of
Commissioners of the Agency on October _, 2015 (the "Bond Resolution") and by Resolution No. 2015-
adopted by the Mayor and City Commission of the City of Miami Beach, Florida on October
-,2015, as described in the Official Statement dated November _, 2015 relating to the Series 2015 Bonds
(the "Official Statement"). All capitalized terms used in this opinion that are not defined herein and not
normally capitalized shall have the meaning ascribed to such terms in the Official Statement.
In connection with the issuance and delivery of this opinion, we have considered such matters of
law and fact and have relied upon such certificates and other information furnished to us as we have
deemed appropriate. We are not expressing any opinion or views herein on the authorization, issuance,
delivery or validity of the Series 2015 Bonds. To the extent that the opinions expressed herein relate to
or are dependent upon the determination that the proceedings and actions related to the authorization,
issuance and sale of the Series 2015 Bonds are lawful and valid under the laws of the State of Florida,
or that the Series 2015 Bonds are valid and binding obligations of the Agency enforceable in accordance
with their terms, or that interest on the Series 20158 Bonds is excluded from the gross income of the
owners thereof for federal income tax purposes or that the Series 2015 Bonds and the interest thereon are
exempt from taxation under the laws of the State of Florida, we understand that you are relying upon the
opinions delivered on the date hereof of Squire Patton Boggs (US) LLP and no opinion is expressed herein
as to such matters.
The scope of our engagement with respect to the issuance of the Series 2015 Bonds was not to
estabtish factual matters and, because of the wholly or partially non-legal character of many of the
determinations involved in the preparation of the Official Statement, we are not passing on and do not
assume any responsibility for, except as set forth in the last sentence of this paragraph, the accuracy or
F-l
1257
Board of Commissioners
Miami Beach Redevelopment Agency
Date of Delivery
Page 2
completeness of the contents of the Official Statement (including, without limitation, its appendices) and
we make no representation that we have independently verified the accuracy, completeness or fairness of
such statements. As your counsel, we have participated in the preparation of the Official Statement and
in discussions and conferences with officials of the Agency, Bond Counsel for the Agency, the Financial
Advisor for the Agency, the Underwriters and Greenberg Traurig, P.A., Miami, Florida, Counsel to the
Underwriters, in which the contents of the Official Statement and related matters were discussed.
Solely on the basis of our participation in the preparation of the Official Statement, our
examination of certificates, documents, instruments and records relating to the Agency and the issuance
of the Series 2015 Bonds and the above-mentioned discussions, nothing has come to our attention which
would lead us to believe that the Official Statement (except for the financial, statistical and demographic
data and information in the Official Statement, including, without limitation, the appendices thereto and
the information relating to DTC, its operations and the book-entry only system, as to which no opinion
is expressed) contains an untrue statement of a material fact or omits to state a material fact that is
necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading.
We are also of the opinion that the continuing disclosure undertaking set forth in the Bond
Resolution and in the Disclosure Dissemination Agent Agreement of the Agency dated as of December
_,2015 and delivered at the closing for the Series 2015 Bonds, satisfies the requirements set forth in
Rule l5c2-12(bX5) of the United States Securities and Exchange Commission, as such requirements apply
to the issuance of the Series 2015 Bonds.
In reaching the conclusions expressed herein we have, with your concurrence, assumed and relied
on the genuineness and authenticity of all signatures not witnessed by us, the authenticity of all documents,
records, instruments and letters submitted to us as originals, the conformity with originals of all items
submitted to us as certified or photostatic copies, the legal capacity and authority of the persons who
executed such items, the accuracy of all warranties, representations and statements of fact contained in
the documents and instruments submitted to us, and the continuing accuracy on this date of any certificates
or other items supplied to us regarding the matters addressed herein, which assumptions we have not
verified. As to questions of fact material to our opinions, we have relied upon and assumed the
correctness of the public records and certificates by, and representations of, public officials and other
officers, and representatives of the parties to this transaction. We have no actual knowledge of any factual
information that would lead us to form a legal opinion that the public records or certificates which we
have relied upon contain any untrue statement of a material fact.
This opinion may be relied upon by the Agency only, and only in connection with the transaction
to which reference is made above, and may not be used or relied upon by any other person for any purpose
whatsoever without our express prior written consent.
Respectfully submitted,
LAW OFFICES OF STEVE E. BULLOCK, P.A.
F-2
1258
APPENDIX G
Form of Disclosure Dissemination Agent Agreement
1259
[APPENDIX H
Form of Specimen Municipal Bond Insurance Policyl
1260
MIAMI BEACH REDEVELOPMENT AGENCY
Tax increment Revenue Bonds
Series 201 5
(City Center/Historic Convention Village)
BOND PURCHASE AGREEMENT
,2015
Board of Commissioners of the
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
Morgan Stanley & Co. LLC (the "Senior Managing Underwriter"), acting on behalf of
itself and Wells Fargo Bank, National Association, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Raymond James & Associates, Inc. and Loop Capital Markets LLC (collectively,
with the Senior Managing Underwriter, the "Underwriters"), offer to enter into this Bond
Purchase Agreement (this "Purchase Agreement") with the Miami Beach Redevelopment
Agency (the "Agency"), for the sale by the Agency and the purchase by the Underwriters of the
Agency's $Tax Increment Revenue Bonds, Series 2015 (City Center/Historic
Convention Village) (the "Series 2015 Bonds"). This offer is made subject to acceptance by the
Agency prior to 5:00 p.m. (Eastern Time) on the date hereof. Upon such acceptance, this
Purchase Agreement will be in full force and effect in accordance with its terms and will be
binding on the Agency and the Underwriters. If this offer is not so accepted, it is subject to
withdrawal by the Underwriters upon written notice delivered to the Agency at any time prior to
such acceptance. In conformance with Section 218.385, Florida Statutes, as amended, the
Underwriters hereby deliver the Disclosure and Truth-in-Bonding Statement attached hereto as
Exhibit "A." Capitalized terms used in this Purchase Agreement, but not defined, are used with
the meanings ascribed to them in the Bond Resolution hereinafter described.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Purchase Agreement and to take any other actions that
may be required on behalf of the Underwriters.
SECTION 1.
(a) Upon the terms and conditions and upon the basis of the representations and
warranties herein set forth, the Underwriters hereby agree to purchase from the
Agency, and the Agency hereby agrees to sell to the Underwriters all (but not less
1261
(b)
than all) of the Series 2015 Bonds for a purchase price equal to $
(which purchase price is the aggregate principal amount of the Series 2015 Bonds
ofS , plus/minus a net original issue premium/discount of
$-andlessanUnderwriters,discountof$).Thepurchase
price for the Series 2015 Bonds shall be payable to the Agency in immediately
available funds.
In connection with the execution of this Purchase Agreement, the Senior
Managing Underwriter, on behalf of the Underwriters, has delivered to the
Agency a wire transfer credited to the order of the Agency in immediately
available federal funds in the aggregate amount of _
Dollars ($_) (the "Good Faith Deposit"), which is being delivered to
the Agency on account of the purchase price of the Series 2015 Bonds and as
security for the performance by the Underwriters of their obligation to accept and
to pay for the Series 2015 Bonds. If the Agency does not accept this offer, the
Good Faith Deposit shall be immediately retumed to the Senior Managing
Underwriter by wire transfer credited to the order of the Senior Managing
Underwriter in the amount of the Good Faith Deposit, in federal funds to the
Senior Managing Underwriter. In the event the hereinafter defined Closing takes
place, the amount of the Good Faith Deposit shall be credited against the purchase
price of the Series 2015 Bonds pursuant to Section 1(a). In the event of the
Agency's failure to deliver the Series 2015 Bonds at the Closing, or if the Agency
shall be unable at or prior to the Closing to satisfy the conditions to the
obligations of the Underwriters contained in this Purchase Agreement (unless
such conditions are waived by the Senior Managing Underwriter), or if the
obligations of the Underwriters shall be terminated for any reason permitted by
this Purchase Agreement, the Agency shall immediately wire to the Senior
Managing Underwriter in federal funds the Good Faith Deposit without interest,
and such wire shall constitute a full release and discharge of all claims by the
Underwriters against the Agency arising out of the transactions contemplated by
this Purchase Agreement. In the event that the Underwriters fail other than for a
reason permitted under this Purchase Agreement to accept and pay for the Series
2015 Bonds upon their tender by the Agency at the Closing, the amount of the
Good Faith Deposit shall be retained by the Agency and such retention shall
represent full liquidated damages and not a penalty, for such failure and for any
and all defaults on the part of the Underwriters and the retention of such funds
shall constitute a full release and discharge of all claims, rights and damages for
such failure and for any and all such defaults. It is understood by both the
Agency and the Underwriters that actual damages in the circumstances as
described in the preceding sentence may be difficult or impossible to compute;
therefore, the funds represented by the Good Faith Deposit are a reasonable
estimate of the liquidated damages in this type of situation.
The Series
Statutes, as
"Act"), and
2015-
2015 Bonds will be issued pursuant to Chapter 163,Part III, Florida
amended, and other applicable provisions of law (collectively, the
pursuant and subject to the terms and conditions of Resolution No.
(c)
adopted by the Board of Commissioners of the Agency (the
1262
(d)
"Commission") on , 2015 (the "Bond Resolution"). The Senes
2015 Bonds will be secured as provided in the Bond Resolution. The Series 2015
Bonds shall mature and have such other terms and provisions as are described on
Exhibit "B" hereto. Proceeds of the Series 2015 Bonds will provide funds,
together with other available funds, to (i) pay the costs of certain public
improvements in accordance with the Redevelopment Plan (as defined in the
Bond Resolution) and as described in Exhibit "A" of the Bond Resolution (the
"Series 2015 Redevelopment Project"), (ii) refund the Outstanding Prior Bonds,
as described in the Bond Resolution, (iii) fund the Debt Service Reserve Account,
and (iv) pay costs of issuance of the Series 2015 Bonds. It shall be a condition to
the obligation of the Agency to sell and deliver the Series 2015 Bonds to the
Underwriters, and to the obligation of the Underwriters to purchase and accept
delivery of the Series 2015 Bonds, that the entire aggregate principal amount of
the Series 2015 Bonds shall be sold and delivered by the Agency and accepted
and paid for by the Underwriters at the Closing.
The Underwriters agree to make a bona fide public offering of substantially all of
the Series 2015 Bonds to the public at initial public offering prices not greater
than (or yields not less than) the initial public offering prices (or yields) set forth
in the Official Statement; provided, however, that the Undenvriters reserve the
right to make concessions to certain dealers, certain dealer banks and banks acting
as agents and to change such initial public offering prices as the Underwriters
shall deem necessary in connection with the marketing of the Series 2015 Bonds.
At the Closing, the Underwriters shall deliver to the Agency a certificate, in a
form acceptable to Bond Counsel, stating the facts of the sale of the Series 2015
Bonds in a manner such that the issue price can reasonably be established.
The Official Statement shall be provided for distribution, at the expense of the
Agency, in such quantity as may be requested by the Underwriters no later than
the earlier of (i) seven (7) business days after the date hereof, or (ii) one (1)
business day prior to the Closing date, in order to permit the Underwriters to
comply with Rule l5c2-12 (the "Rule") of the Securities and Exchange
Commission ("SEC"), and the applicable rules of the Municipal Securities
Rulemaking Board ("MSRB"), with respect to distribution of the Official
Statement
The Senior Managing Underwriter agrees to file the Official Statement with the
Electronic Municipal Market Access system ("EMMA") (accompanied by a
completed Form G-32) by the date of Closing. The filing of the Official
Statement with EMMA shall be in accordance with the terms and conditions
applicable to EMMA.
From the date hereof until the earlier of (i) ninety days from the "end of the
underwriting period" (as defined in the Rule), or (ii) the time when the Official
Statement is available to any person from the MSRB (but in no case less than
twenty-five (25) days following the end of the underwriting period), if any event
(e)
(0
1263
occurs or a condition or circumstance exists which may make it necessary to
amend or supplement the Official Statement in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the party discovering such event, condition or occurrence shall notify
the other party and if, in the reasonable opinion of the Agency or the reasonable
opinion of the Senior Managing Underwriter, such event requires the preparation
and publication of an amendment or supplement to the Official Statement, the
Agency, at its expense, will promptly prepare an appropriate amendment or
supplement thereto, in a form and in a manner reasonably approved by the Senior
Managing Underwriter (and file, or cause to be filed, the same with the MSRB,
and mail such amendment or supplement to each record owner of the Series 2015
Bonds) so that the statements in the Official Statement, as so amended or
supplemented, will not, in light of the circumstances under which they were
made, be misleading. Each party will promptly notify the other parties of the
occurrence of any event of which it has knowledge or the discovery of such
conditions or circumstance, which, in its reasonable opinion, is an event described
in the preceding sentence, Notwithstanding the foregoing, if prior to the Closing
either the Agency or the Underwriters hereto does not in good faith approve the
form and manner of such supplement or amendment, the other may terminate this
Purchase Agreement. The parties agree to cooperate in good faith with regard to
the form and manner of the supplement or amendment to the Official Statement.
Unless the Agency is otherwise notified by the Underwriters in writing on or prior
to the date of Closing, the end of the underwriting period for the Series 2015
Bonds for all purposes of the Rule and this Purchase Agreement is the date of
Closing. In the event the written notice described in the preceding sentence is
given by the Underwriters to the Agency, such written notice shall specify the
date after which no participating underwriter, as such term is defined in the Rule,
remains obligated to deliver Official Statements pursuant to paragraph (b)(a) of
the Rule.
(g) The Agency hereby approves and authorizes the delivery and distribution of the
Preliminary Official Statement and the execution, delivery and distribution of the
Official Statement in substantially the form of the Preliminary Official Statement,
together with such other changes, amendments or supplements as shall be made
and approved in writing by the Senior Managing Underwriter and the Agency
prior to the Closing in connection with the public offering and sale of the Series
2015 Bonds.
SECTION 2.
The Agency represents and warrants to and agrees with the Underwriters as follows:
(a) The Bond Resolution was adopted by the Commission at meetings duly called and
held in open session upon requisite prior public notice pursuant to the laws of the
State of Florida and the standing resolutions and rules of procedure of the
Commission. The Agency has full right, power and authority to adopt the Bond
Resolution. On the date hereof, the Bond Resolution is, and, at the Closing shall
1264
(b)
be, in full force and effect, and no portions thereof have been or shall have been
supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes
the legal, valid and binding obligation of the Agency, enforceable in accordance
with its terms. The Bond Resolution creates a lien upon and pledge of Pledged
Funds, for the payment of principal and interest on the Series 201 5 Bonds.
As of their respective dates and, with respect to the Official Statement, at the time
of Closing, the statements and information contained in the Preliminary Official
Statement and the Official Statement are and will be accurate in all material
respects for the purposes for which their use is authorized, and do not and will not
contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. In addition, any amendments to the
Preliminary Official Statement and the Official Statement prepared and furnished
by the Agency pursuant hereto will not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
Series 2015 Bonds, the Bond Resolution, the Escrow Deposit Agreements relating
to the refunding of the Prior Outstanding Bonds (the "Escrow Deposit
Agreements") and the Disclosure Dissemination Agent Agreement relating to the
Series 2015 Bonds (the "Continuing Disclosure Agreement") conform to the
descriptions thereof set forth in the Official Statement.
The Agency is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida or the United
States, or any agency or department of either, or any applicable judgment or
decree or any loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Agency is a party or to which the Agency or any of
its properties or other assets is otherwise subject, and no event has occurred and is
continuing which, with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument, in any such
case to the extent that the same would have a material and adverse effect upon the
business or properties or financial condition of the Agency, including the
Agency's receipts of the Trust Fund Revenues (as defined in the Bond
Resolution) in the amount contemplated by the Official Statement; and the
execution and delivery of the Series 2015 Bonds, the Continuing Disclosure
Agreement, the Escrow Deposit Agreements and this Purchase Contract and the
adoption of the Bond Resolution, and compliance with the provisions on the
Agency's part contained in each, will not conflict with or constitute a breach of or
default under any constitutional provision, law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Agency is a party or to which the Agency or any of
its properties or other assets is otherwise subject, nor will any such execution,
delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon
any of the properties or the assets of the Agency under the terms of any such law,
(c)
1265
(d)
(e)
regulation or instrument, except as provided or permitted by the Series 2015
Bonds and the Bond Resolution.
As of its date, the Preliminary Official Statement was deemed "final" (except for
permitted omissions) by the Agency fbr purposes of paragraph (b)(1) of the Rule.
On the date hereof, the Commission is the governing body of the Agency and the
Agency is, and will be on the date of the Closing, duly organized and validly
existing as a community Redevelopment agency under the Act, with the power
and authority set forth therein.
The Agency has full right, power and authority to issue, sell and deliver the Series
2015 Bonds to the Underwriters as described herein; to provide funds to finance
the Series 2015 Redevelopment Project and to refinance the Outstanding Prior
Bonds; to enter into this Purchase Agreement, the Escrow Deposit Agreements
and the Continuing Disclosure Agreement (collectively, the "Bond Documents"),
to issue and deliver the Series 2015 Bonds as provided in this Purchase
Agreement and the Bond Resolution, to apply the proceeds of the sale of the
Series 2015 Bonds for the purposes described herein and in the Official
Statement, to execute and deliver the Bond Documents, and to carry out and
consummate the transactions contemplated by the aforesaid documents.
At meetings of the Commission that were duly called and at which a quorum was
present and acting throughout, the Commission approved the execution and
delivery of the Series 2015 Bonds and the Bond Documents; authorized the
execution and delivery of the Official Statement; and authorized the use of the
Official Statement in connection with the public offering of the Series 2015
Bonds. The Agency represents that it will have no bonds or other indebtedness
outstanding that are secured by the Pledged Funds, other than as described in the
Official Statement. All conditions and requirements of the Bond Resolution
relating to the issuance of the Series 2015 Bonds have been complied with or
fulfilled, or will be complied with or fulfilled on the date of Closing.
Since September 30, 2014, there has been no material adverse change in the
financial position, results of operations or condition, hnancial or otherwise, of the
Agency other than as disclosed in the Official Statement and the Agency has not
incurred liabilities that would materially adversely affect its ability to discharge
its obligations under the Bond Resolution or the Bond Documents, direct or
contingent, other than as disclosed in the Official Statement.
No authortzation, approval, consent or license of any governmental body or
authority, not already obtained, is required for the valid and lawful execution and
delivery by the Agency of the Series 2015 Bonds, the Bond Documents, the
Official Statement, the adoption of the Bond Resolution, and the performance of
its obligations thereunder or as contemplated thereby; provided, however, that no
representation is made concerning compliance with the registration requirements
(0
(e)
(h)
(i)
1266
of the
states.
federal securities laws or the securities or Blue Sky laws of the various
The Agency is not and has not been in default on any bond issued since
December 31,1975 that would be considered material by a reasonable investor.
Except as disclosed in the Official Statement, there is no claim, action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, or public board or body, pending or, to the best of its
knowledge, threatened: (i) contesting the corporate existence or powers of the
Agency or the Commission, or the titles of the officers of the Agency or the
Commission to their respective offices; (ii) seeking to prohibit, restrain or enjoin
the sale, issuance or delivery of the Series 2015 Bonds or the collection of the
Trust Fund Revenues, pledged to pay the principal of and interest on the Series
2015 Bonds in the manner and to the extent provided in the Bond Resolution, or
the application of the proceeds of the Series 2015 Bonds or in which an
unfavorable decision, ruling or finding would materially adversely affect the
financial position of the Agency or the validity or enforceability of the Series
2015 Bonds, the Bond Resolution or the Bond Documents; (iii) contesting in any
way the completeness or accuracy of the Official Statement; (iv) adversely affect
the exclusion of interest on the Series 2015 Bonds from gross income for federal
income tax purposes; or (v) challenging the Agency's ownership or operation of
the Series 2015 Redevelopment Project or any Redevelopment Projects, nor, to
the best knowledge of the Agency, is there any basis therefor.
When duly executed and delivered, the Series 2015 Bonds, and the Bond
Documents will have been duly authorized, executed, issued and delivered and
will constitute valid and binding obligations of the Agency, enforceable in
accordance with their respective terms, except insofar as the enforcement thereof
may be limited by bankruptcy, insolvency or similar laws relating to the
enforcement of creditors' rights.
The Agency will furnish such information, execute such instruments and take
such other action in cooperation with the Senior Managing Underwriter as the
Senior Managing Underwriter may reasonably request to: (i) qualify the Series
2015 Bonds for offer and sale under the "blue sky" or other securities laws and
regulations of such states and other jurisdictions of the United States of America
as the Senior Managing Underwriter may designate; (ii) determine the eligibility
of the Series 2015 Bonds for investment under the laws of such states and other
jurisdictions; and (iii) continue such qualifications in effect so long as required for
the distribution of the Series 2015 Bonds; provided that the Agency will not be
required to qualify to do business or submit to service of process in any such
jurisdiction.
The Agency has not been notified of any listing or the proposed listing of the
Agency by the Internal Revenue Service as an issuer whose arbitrage
certifications may not be relied upon.
0)
(k)
(l)
(m)
(n)
1267
(o) Any certificate signed by any official of the Agency and delivered
Underwriters will be deemed to be a representation by the Agency
Underwriters as to the statements made therein.
(u)
The Agency will undertake, pursuant to the Continuing Disclosure Agreement, to
provide or cause to be provided to the MSRB certain annual financial information
and certain notices of material events, as more fully set forth in the Continuing
Disclosure Agreement. A description of the undertaking will be set forth in the
Official Statement.
The Financial Statements included in the Official Statement have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis with that of the audited combined financial statements of the
Agency and fairly present the financial condition and results of the operations of
the Agency at the dates and for the periods indicated.
The Agency will provide to the rating agencies rating the Series 2015 Bonds
appropriate periodic credit information necessary for maintaining the ratings on
the Series 2015 Bonds.
Except as disclosed in the Official Statement, within the last five (5) years, the
Agency has not failed to comply in all material respects with any continuing
disclosure undertaking made by it pursuant to the Rule in connection with
outstanding bond issues for which the Agency has agreed to undertake continuing
disclosure obligations.
At the time of Closing, the Agency will be in compliance in all respects with the
covenants and agreements contained in the Bond Resolution and no Event of
Default, nor an event which, with the lapse of time or giving of notice, or both,
would constitute an Event of Default under the Bond Resolution will have
occurred or be continuing.
The Agency will not take or omit to take any action which action or omission will
in any way cause the proceeds from the sale of the Series 2015 Bonds to be
applied in a manner contrary to that provided for or permitted in the Bond
Resolution and as described in the Official Statement.
No representation or warranty by the Agency in this Purchase Agreement, nor any
statement, certificate, document or exhibit fumished to or to be furnished by the
Agency pursuant to this Purchase Agreement contains, or will contain on the
Closing date, any untrue statement of material fact.
Between the date of this Purchase Agreement and the date of Closing, the Agency
will not, without the prior written consent of the Senior Managing Underwriter,
offer or issue any bonds, notes or other obligations for borrowed money, and the
Agency will not incur any material liabilities, direct or contingent, nor will there
be any adverse change of a material nature in the financial position, results of
to the
to the
(p)
(q)
(r)
(s)
(t)
(v)
(w)
1268
operations or condition, financial or otherwise, of the Agency, other than (i) as
contemplated by the Oftrcial Statement, or (ii) in the ordinary course of business.
SECTION 3.
On or before the acceptance by the Agency of this Purchase Agreement, the Underwriters
shall receive from the Agency certified copies of the Bond Resolution.
SECTION 4.
At l0:00 a.m. (Eastern Time) on ,2015, or at such earlier or later time or
date as the parties hereto mutually agree upon (the "Closing"), the Agency will cause to be
delivered to the Underwriters, at the offices of Squire Patton Boggs (US) LLP ("Bond Counsel"),
in the Agency of Miami, Florida or at such other place upon which the parties hereto may agree,
the documents mentioned in Section 5(b) of this Purchase Agreement and shall release the Series
2015 Bonds, in the form of one typewritten, fully registered bond with a CUSIP identification
number thereon for each maturity of the Series 2015 Bonds, duly executed and authenticated and
registered in the name of Cede & Co., as nominee for DTC, through the DTC FAST System to
the Underwriters. At the Closing, the Underwriters shall evidence their acceptance of delivery of
the Series 2015 Bonds and pay the purchase price of the Series 2015 Bonds as set forth in
Section 1(a) of this Purchase Agreement.
SECTION 5.
The Underwriters have entered into this Purchase Agreement in reliance upon the
representations and agreements of the Agency herein and the performance by the Agency of its
obligations hereunder, both as of the date hereof and as of the date of Closing. The Agency's
and the Underwriters' obligations under this Purchase Agreement are and will be subject to the
following further conditions :
(a) at the time of Closing: (i) the Bond Resolution and the Bond Documents will be
in full force and effect and will not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Senior
Managing Underwriter; (ii) the proceeds of the sale of the Series 2015 Bonds
shall be applied as described in the Official Statement; and (iii) the Commission
shall have duly adopted and there shall be in full force and effect, resolutions as,
in the opinion of Bond Counsel, shall be necessary in connection with the
transactions contemplated hereby;
(b) at or prior to the Closing, the Underwriters shall receive the following documents:
(i) the opinion of Bond Counsel with respect to the Series 2015 Bonds, dated
the date of Closing, substantially in the form attached to the Offrcial
Statement as Appendi* _, either addressed to the Underwriters and the
Agency or accompanied by a letter addressed to the Underwriters
indicating that it may rely on said opinion as if it were addressed to them;
1269
(ii)a supplemental opinion of Bond Counsel, dated the date of the Closing
and addressed to the Underwriters to the effect that: (A) they have
reviewed the statements in the Official Statement under the captions
["INTRODUCTION", "PURPOSE OF THE SERTES 2015 BONDS",
"THE SERIES 2015 BONDS" (except for information under the
subheading "Book-Entry Only System"), and "SECURITY FOR THE
SERIES 2015 BONDS" (except for the information under the
subheading "RESERVE ACCOUNT"),] and believe that, insofar as
such statements purport to summarize certain provisions of the Series
2015 Bonds and the Bond Resolution, such statements present an accurate
summary of such provisions; (B) they have reviewed the statements in the
Official Statement under the caption "TAX MATTERS" and believe that
such statements are accurate; and (C) the Series 2015 Bonds are exempt
from the registration requirements of the Securities Act of 1933, as
amended (the "1933 Act") and the Bond Resolution is exempt from
qualification under the Trust Indenture Act of 1939, as amended (the
"1939 Act");
the opinion of the Law Offices of Steve E. Bullock, P.A., Disclosure
Counsel to the Agency, dated the date of Closing and either addressed to
the Underwriters and the Agency or accompanied by a letter addressed to
the Underwriters indicating that it may rely on said opinion as if it were
addressed to them, in form and substance acceptable to the Agency and
the Underwriters, (i) to the effect that nothing has come to its attention
which leads it to believe that the Official Statement contains any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) the
Continuing Disclosure Agreement complies, in all material respects, with
the requirements of Rule 15(c)2-12(b)(5), and (iii) the Series 2015 Bonds
are exempt from the registration requirements of the 1933 Act and the
Bond Resolution is exempt from qualification under the 1939 Act;
the opinion of Raul Aguila, Esq., Counsel to the Agency, dated the date of
Closing and addressed to the Underwriters and the Agency, to the effect
that: (A) the Commission is the governing body of the Agency and the
Agency is validly existing as a public agency created under the Act, with
all corporate power necessary to conduct the operations described in the
Official Statement and to carry out the transactions contemplated by this
Purchase Agreement; (B) the Agency has obtained all governmental
consents, approvals and authorizations necessary for execution and
delivery of the Bond Documents, for issuance of the Series 2015 Bonds
and for execution and delivery of the Official Statement and
consummation of the transactions contemplated thereby and hereby; (C)
the Agency has full legal right, power and authority to pledge and grant a
lien on the Trust Fund Revenues, for the security of the Series 2015 Bonds
on parity and equal status with any other Bonds issued pursuant to the
(iii)
(iv)
10
1270
Bond Resolution; (D) the Agency has duly adopted the Bond Resolution
and approved the form, execution, distribution and delivery of the Official
Statement and the other Bond Documents; (E) the Series 2015 Bonds and
the Bond Documents have each been duly authorized, executed and
delivered by the Agency and, assuming due authorization, execution and
delivery thereof by the other parties thereto, if any, each constitutes a valid
and binding agreement of the Agency, enforceable in accordance with its
terms; (F) the information in the Official Statement with respect to the
Agency (excluding financial, statistical and demographic information and
information relating to DTC, as to which no opinion need be expressed) is,
to the best knowledge of such counsel after due inquiry with respect
thereto, correct in all material respects and does not omit any matter
necessary in order to make the statements made therein regarding such
matters, in light of the circumstances under which such statements are
made, not misleading, and, based on its participation as counsel to the
Agency, such counsel has no reason to believe that the Official Statement
(excluding financial, statistical and demographic information (and
information relating to DTC) contained as of its date or contains any
untrue statement of a material fact or omitted or omits to state any material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; (G) except as disclosed in
the Official Statement under the caption "LITIGATION," there is no
action, suit, proceeding or investigation at law or in equity before or by
any court, public board or body pending or, to the best of knowledge of
such counsel, threatened, against or affecting the Commission or the
Agency challenging the validity of the Series 2015 Bonds, the Bond
Resolution, the Bond Documents, or any of the transactions contemplated
thereby or by the Official Statement, or challenging the existence of the
Agency or the respective powers of the several offices of the officials of
the Agency or the titles of the officials holding their respective offices, or
challenging the Agency's ownership or operation of the Redevelopment
Projects or the pledge of the Trust Fund Revenues for the payment of the
Series 2015 Bonds in the manner and to the extent provided in the Bond
Resolution, nor is there any basis therefor; (H) the execution and delivery
of the Bond Documents and the issuance of the Series 2015 Bonds, and
compliance with the provisions thereof, under the circumstances
contemplated thereby, do not and will not in any material respect conflict
with or constitute on the part of the Agency a breach of or default under,
or result in the creation of a lien on any property of the Agency (except as
contemplated therein) pursuant to any note, mortgage, deed of trust,
indenture, resolution or other agreement or instrument to which the
Commission or the Agency is a party, or any existing law, regulation,
court order or consent decree to which the Commission or the Agency is
subject;
a certificate, dated the date of Closing, signed on behalf of the Agency by
the Chairman and Executive Director of the Agency, setting forth such
11
(r)
1271
matters as the Senior Managing Underwriter may reasonably require,
including that each of the representations of the Agency contained in
Section 2 hereof were true and accurate in all material respects on the date
when made, has been true and accurate in all material respects at all times
since, and continues to be true and accurate in all material respects on the
date of Closing as if made on such date; and stating that to the best of their
knowledge, ro event affecting the Agency, the Series 2015
Redevelopment Project or the Series 2015 Bonds has occurred since the
date of the Official Statement which should be disclosed therein for the
purpose for which it is used or which is necessary to disclose therein in
order to make the statements and information therein not misleading in
any material respect as of the date of Closing;
a customary signature certificate, dated the date of Closing, signed on
behalf of the Agency by the Secretary of the Agency;
(vi)
(ix)
(vii) letters from Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Services ("S&P") addressed to the Agency, to the effect
that the Series 2015 Bonds have been assigned ratings of "_" and
"_" with a "_ outlook," respectively, which ratings shall be in
effect as of the Closing date;
(viii) a customary authorization and incumbency certificate, dated the date of
Closing, signed by authorized officers of the Bond Registrar;
copies of the Blue Sky Survey and Legal Investment Survey, if any,
prepared by Counsel to the Underwriters, indicating the jurisdictions in
which the Series 2015 Bonds may be sold in compliance with the "blue
sky" or securities laws of such jurisdictions;
(x) such additional documents as may be required by the Bond Resolution to
be delivered as a condition precedent to the issuance of the Series 2015
Bonds;
(xi)such additional legal opinions, proceedings, instruments and other
documents as the Senior Managing Underwriter, Underwriters' Counsel or
Bond Counsel may reasonably request.
All of the opinions, letters, certificates, instruments and other documents mentioned in
this Purchase Agreement shall be deemed to be in compliance with the provisions of this
Purchase Agreement ii but only if, in the reasonable judgment of the Senior Managing
Underwriter and Underwriters' Counsel, they are satisfactory in form and substance.
SECTION 6.
If the Agency shall be unable to satisfy the conditions to the Underwriters' obligations
contained in this Purchase Agreement or if the Underwriters'obligations are terminated for any
reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the
t2
1272
Underwriters and the Agency shall have no further obligation hereunder, except that the
respective obligations of the parties hereto provided in Section 7 hereof shall continue in full
force and effect and the Agency shall return the Good Faith Deposit as provided in Section l(b).
SECTION 7.
The following costs and expenses relating to the transaction contemplated or
described in this Purchase Agreement shall be bome and paid by the Agency
regardless of whether the transaction contemplated herein shall close: printing of
Series 2015 Bonds; printing or copying of closing documents (including the
Preliminary Official Statement and the Official Statement) in such reasonable
quantities as the Underwriters may request; fees and disbursements of Bond
Counsel; fees and disbursements of the Financial Advisor; any accounting fees;
the Bond Registrar fees; fees of the rating agencies; and any other fees as
described in Schedule A-1 hereto. The Agency shall pay any expenses incurred
by the Underwriters on behalf of the Agency and its staff in connection with the
marketing, issuance and delivery of the Series 2015 Bonds, including, but not
limited to, meals, transportation and lodging of the Agency's employees and
representatives; the Agency's obligations in regard to these expenses survive even
if the underlying transaction fails to close or consummate.
The Underwriters will pay: (i) the fees and disbursements of Underwriters'
Counsel; (ii) all advertising expenses in connection with the public offering of the
Series 2015 Bonds; and (iii) the cost of preparing, printing and distributing the
Blue Sky and Legal Investment Surveys, if any, and the filing fees required by the
"blue sky" laws of various jurisdictions.
SECTION 8.
The Agency acknowledges and agrees that: (i) the transactions contemplated by this
Purchase Agreement are arm's length, commercial transactions between the Agency and the
Underwriters in which the Underwriters are acting solely as a principal and are not acting as a
municipal advisor, financial advisor or fiduciary to the Agency; (ii) the Underwriters have not
assumed any advisory or fiduciary responsibility to the Agency with respect to the transactions
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Underwriters or their affiliates have provided other services or are
currently providing other services to the Agency on other matters); (iii) the only obligations the
Underwriters have to the Agency with respect to the transaction contemplated hereby expressly
are set forth in this Purchase Agreement; (iv) the Agency has consulted its own financial and/or
municipal, legal, accounting, tax, and other advisors, as applicable, to the extent it has deemed
appropriate and (v) the Underwriters have financial and other interests that differ from those of
the Agency. The primary role of the Underwriters, is to purchase the Series 2015 Bonds, for
resale to investors, in an arm's-length commercial transaction between the Agency and the
lJnderwriters.
(a)
(b)
13
1273
SECTION 9.
The Underwriters shall have the right to cancel their obligations hereunder by if the
Senior Managing Underwriter notifies the Agency in writing of their election to do so between
the date hereof and the Closing if, at any time hereafter and on or prior to the Closing:
(a)A committee of the House of Representatives or the Senate of the Congress of the
United States shall have pending before it legislation, or a tentative decision with
respect to legislation shall be reached by a committee of the House of
Representatives or the Senate of the Congress of the United States of America, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise, in, or be passed by, the House of Representatives or the
Senate, or recommended to the Congress of the United States of America for
passage by the President of the United States of America, or be enacted by the
Congress of the United States of America, or an announcement or a proposal for
any such legislation shall be made by a member of the House of Representatives
or the Senate of the Congress of the United States, or a decision by a court
established under Article III of the Constitution of the United States of America
or the Tax Court of the United States of America shall be rendered, or a ruling,
regulation, or order of the Treasury Department of the United States of America
or the Internal Revenue Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or any other event shall have occurred
which results in or proposes the imposition of federal income taxation, upon
revenues or other income of the general character to be derived by the Agency,
any of its affiliates, state and local governmental units or by any similar body or
upon interest received on obligations of the general character of the Series 2015
Bonds which, in the Senior Managing Underwriter's opinion, materially and
adversely affects the market price of the Series 2015 Bonds.
Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted
by any governmental body, department, or agency of the United States or of any
state, or a decision by any court of competent jurisdiction within the United States
or any state shall be rendered which, in the Senior Managing Underwriter's
reasonable opinion, materially adversely affects the market price of the Series
2015 Bonds.
A stop order, ruling, regulation, or official statement by, or on behalf of, the SEC
or any other governmental agency having jurisdiction of the subject matter shall
be issued or made to the effect that the issuance, offering, or sale of obligations of
the general character of the Series 2015 Bonds, or the issuance, offering, or sale
of the Series 2015 Bonds, including all the underlying obligations, as
contemplated hereby or by the Official Statement, is in violation or would be in
violation of any provisions of the federal securities laws as amended and then in
effect, including without limitation the registration provisions of the 1933 Act, or
the registration provisions of the Securities Exchange Act of 1934 (the "1934
Act"), or the qualihcation provisions of the 1939 Act.
(b)
(c)
t4
1274
(d)Legislation shall be introduced by amendment or otherwise in, or be enacted by,
the Congress of the United States of America, or a decision by a court of the
United States of America shall be rendered to the effect that obligations of the
general character of the Series 2015 Bonds, including all the underlying
obligations, are not exempt from registration under or from other requirements of
the 1933 Act or the 1934 Ac! or with the purpose or effect of otherwise
prohibiting the issuance, offering, or sale of obligations of the general character of
the Series 2015 Bonds, as contemplated hereby or by the Official Statement.
Any event shall have occurred, or information shall have become known, which,
in the Senior Managing Underwriter's reasonable opinion, makes untrue in any
material respect any representation by or certificate of the Agency hereunder, or
any statement or information furnished to the Underwriters by the Agency for use
in connection with the marketing of the Series 2015 Bonds or any material
statement or information contained in the Official Statement as originally
circulated contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; provided, however,
that the Agency shall be granted a reasonable amount of time in which to cure any
such untrue or misleading statement or information.
Additional material restrictions not in force as of the date hereof shall have been
imposed upon trading in securities generally by any governmental authority or by
any national securities exchange.
The New York Stock Exchange or any other national securities exchange, or any
governmental authority, shall impose, as to Series 2015 Bonds or obligations of
the general character of the Series 2015 Bonds, any material restrictions not now
in force, or increase materially those now in force, with respect to the extension of
credit by, or a change to the net capital requirements of, the Underwriters.
A general banking moratorium or suspension or limitation of banking services
shall have been established by federal, Florida or New York authorities or a major
financial crisis or material disruption in commercial banking or securities
settlement or clearance services shall have occurred.
Any proceeding shall be pending, or to the knowledge of the Underwriters,
threatened, to restrain, enjoin, or otherwise prohibit the issuance, sale, or delivery
of the Series 2015 Bonds by the Agency or the purchase, offering, sale, or
distribution of the Series 2015 Bonds by the Underwriters, or for any
investigatory or other proceedings under any federal or state securities laws or the
rules and regulations of the National Association of Securities Dealers, Inc.
relating to the issuance, sale, or delivery of the Series 2015 Bonds by the Agency
or the purchase, offering, sale, or distribution of the Series 2015 Bonds by the
Underwriters.
(e)
(0
(e)
(h)
(i)
15
1275
(k)
There shall have occurred any new outbreak or escalation of hostilities, any
declaration by the United States of war or any national or international calamity
or crisis, the effect of such outbreak, escalation, declaration, calamity or crisis
being such as would cause a major disruption in the municipal bonds market and
as, in the reasonable judgment of the Senior Managing Underwriter, would make
it impracticable or inadvisable for the Underwriters to market the Series 2015
Bonds or to enforce contracts for the sale of the Series 2015 Bonds.
Prior to Closing, any of the rating agencies which have rated the Series 2015
Bonds shall inform the Agency or the Underwriters that the Series 2015 Bonds
will be rated lower than the respective rating published in the Official Statement
or there shall have occurred or any notice shall have been given of any
downgrading, suspension, withdrawal, or negative change of credit watch status
by any national rating service to any Bonds.
There shall have occurred, after the signing hereof, either a financial crisis with
respect to the Agency or any agency or political subdivision thereof or
proceedings under the bankruptcy laws of the United States or the State of Florida
shall have been instituted by the Agency, in either case the effect of which, in the
reasonable judgment of the Senior Managing Underwriter, is such as to materially
and adversely affect the market price or the marketability of the Series 2015
Bonds or the ability of the Underwriters to enforce contracts of the sale of the
,Series 2015 Bonds.
SECTION 10.
Any notice or other communication to be given under this Purchase Agreement may be
given by delivering the same in writing as follows:
To the Agency at:
Miami Beach Redevelopment Agency
c/o City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attention: John Woodruff, Interim Chief Financial Officer
To the Underwriters (as the Senior Managing Underwriter, the representative on behalf of
the Underwriters) at:
Morgan Stanley & Co., LLC
1560 Sawgrass Corp Pkwy, Suite 479
Sunrise, Florida 33323
Attention: J.W. Howard
0)
0)
t6
1276
SECTION 11.
This Purchase Agreement is made solely for the benefit of the Agency and the
Underwriters (including the successors or assigns of the Underwriters), and no other person,
partnership, association or corporation shall acquire or have any right hereunder or by virtue
hereof.
SECTION 12.
All the representations, warranties and agreements of the Underwriters and the Agency in
this Purchase Agreement shall remain operative and in full force and effect and shall survive
delivery of and payment for the Series 2015 Bonds hereunder regardless of any investigation
made by or on behalf of the Underwriters.
SECTION 13.
This Purchase Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
SECTION 14.
This Purchase Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
agreement; such counterparts may be delivered by facsimile transmission.
[Signature Page to FollowJ
t7
1277
If the foregoing is acceptable to you, please sign below and this Purchase Agreement will
become a binding agreement between the Agency and the Underwriters.
Very Truly Yours,
MORGAN STANLEY & CO. LLC, on behalf of
itself and WELLS FARGO BANK, NATIONAL
ASSOCIATION, MERzuLL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED,
RAYMOND JAMES & ASSOCIATES, INC., and
LOOP CAPITAL MARKETS LLC
By:
Name:
Title:
Accepted and confirmed as of the date
first above written:
MIAMI BEACH REDEVELOPMENT
AGENCY
By:
Name:
Title:Chairperson
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Au-C,(- :EP
Redevelopment Agency - Date '
Gene'ral Couniel 'y'?.f
18
1278
EXHIBIT A
(Disclosure and Truth-in-Bonding Statement)
$_
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue Bonds,
Series 201 5
(City Center/Historic Convention Village)
,2015
Board of Commissioners of the
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Ladies and Gentlemen:
In connection with the proposed execution and delivery of the $Miami
Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 2015 (City Center/Historic
Convention Village) (the "series 2015 Bonds"), Morgan Stanley & Co. LLC (the "Senior
Managing Underwriter"), acting on behalf of itself Wells Fargo Bank, National Association,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Raymond James & Associates, Inc., and
Loop Capital Markets LLC (collectively, with the Senior Managing Underwriter, the
"Underwriters"), has agreed to underwrite a public offering of the Series 2015 Bonds.
Arrangements for underwriting the Series 2015 Bonds will include a Bond Purchase Agreement
between the Miami Beach Redevelopment Agency (the "Agency") and the Underwriters which
will embody the negotiations in respect thereof (the "Purchase Agreement").
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385,
Florida Statutes, as amended, certain information in respect of the arangements contemplated
for the underwriting of the Series 2015 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Underwriters
in connection with the purchase and reoffering of the Series 2015 Bonds are set
forth in schedule A-1 attached hereto.
No person has entered into an understanding with the Underwriters or, to the
knowledge of the Underwriters, with the Agency for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or
implied, to act solely as an intermediary between the Agency and the
Underwriters or to exercise or attempt to exercise any influence to effect any
transaction in connection with the purchase of the Series 2015 Bonds by the
Underwriters.
(b)
The total underwriting spread is $($(c)
Exhibit A-1
/$1,000 of Bonds).
1279
(e)
(0
(d) The Management Fee is $_ ($_/$1,000 of Bonds).
The Underwriters' Expenses are $($/$i,000 of Bonds).
No other fee, bonus or other compensation has been or will be paid by the
Underwriters in connection with the issuance of the Series 2015 Bonds to any
person not regularly employed or retained by the Underwriters, except
Underwriters' Counsel, Greenberg Traurig, P.A., as shown on Schedule A-l
hereto, including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes, as amended.
The names and addresses of the Underwriters are:
Morgan Stanley & Co. LLC
1560 Sawgrass Corp Pkurry, Suite 479
Sunrise, Florida 33323
Attn: J.W. Howard
Wells Fargo Bank, National Association
2363 Gulf-to-Bay Blvd, Suite 200
Clearwater, Florida 337 65
Attn: J. Michael Olliff
Bank of America Merrill Lynch
355 Alhambra Circle, Suite 1360
Coral Gables, Florida 33134
Attn: Jose R. Pagan
Raymond James & Associates, Inc.
Attn:
(e)
(h)
Loop Capital Markets LLC
1l I West Jackson Blvd., Suite 1901
Chicago, Illinois 60604
Attn: Deborah Knox
The Agency is proposing to issue $- principal
2015 Bonds, as described in the Official Statement dated
amount of the Series
2015
relating to the Series 2015 Bonds (the "Official Statement"). These obligations
are expected to be repaid over a period of approximately
-
years. At a true
interest cost rate of _Yo,total interest paid over the life of the Series 2015
Bonds will be $. Proceeds of the Series 2015 Bonds will
provide funds, together with other available funds, to (i) pay the costs of certatn
redevelopment projects, (ii) refinance the Outstanding Prior Bonds, (iii) [fund
required reserves, and (iv)l pay costs of issuance of the Series 2015 Bonds.
Exhibit A-2
1280
(i)The anticipated source of repayment or security for the Series 2015 Bonds is the
Trust Fund Revenues (as defined in the Bond Resolution, which in turn is defined
in the Purchase Agreement). Authorizing these obligations will result in an
annual amount of approximately $(total debt service divided by _
years) of the aforementioned funds not being available each year to finance the
other services of the Agency over a period of approximately _ years.
[Remainder of page intentionally left blank]
Exhibit A-3
1281
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385, Florida Statutes, as amended.
Very Truly Yours,
MORGAN STANLEY & CO. LLC, on behalf of
itself and WELLS FARGO BANK, NATIONAL
ASSOCIATION, MERRILL LYNCH, PIERCE,
FENNER &, SMITH INCORPORATED,
RAYMOND JAMES & ASSOCIATES, INC., and
LOOP CAPITAL MARKETS LLC
By:
Name:
Title:
Exhibit A-4
1282
SCHEDULE "A-1"
DETAILED BREAKDOWN OF UNDERWRITERS' DISCOUNT
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue Bonds,
Series 2015
(City Center / Historic Convention Village)
Spread Breakdown
Underwriter/Takedown :
Expenses:
Total
Exoense Breakdown
Total
$/$ I "000
$/$ 1.000
Amount
Amount
$
$
Schedule A-l
1283
EXHIBIT B
$
MIAMI BEACH REDEVELOPMENT AGENCY
Tax Increment Revenue Bonds,
Series 2015
(City Center / Historic Convention Village)
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND
PRICES
$ Serial Bonds
Maturity Principal( 1) Amount Interest Rate Yield Price
$_ _% Term Bond Due _ 1, _i Yield _Yq Pnce _oh$_ _% Term Bond Due _ 1, _; Yield _Yq Price _o/o
[Insert Redemption Provisions]
MIA 184716594v2
Exhibit B-l
1284
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of , 2015, is executed and delivered by the Miami Beach Redevelopment
Agency (the "Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure
Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the
Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain
continuing disclosure with respect to the Bonds in accordance with Rule l5c2-12 of the United
States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the
same may be amended from time to time (the "Rule").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use ofthe DAC system and do not constitute
"advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary.
SECTION L Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Filing Date" means the date, set in Sections 2(a) and2(f),by which the Annual
Report is to be filed with the MSRB.
"Annual Financial Information" means annual financial information as such term is used
in paragraph (bX5Xi) of the Rule and specified in Section 3(a) of this Disclosure Agreement.
"Annual Report" means an Annual Report described in and consistent with Section 3 of
this Disclosure Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for
the prior Fiscal Year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph (bxsxi)
of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure
Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report,
Notice Event notice or Failure to File Event notice delivered to the Disclosure Dissemination
Agent is the Annual Report, Audited Financial Statements, Voluntary Report, Notice Event
notice or Failure to File Event notice required to be submitted to the MSRB under this Disclosure
Agreement. A Certification shall accompany each such document submitted to the Disclosure
Dissemination Agent by the Issuer and include the full name of the Bonds and the 9-digit CUSIP
numbers for all Bonds to which the document applies.
003 -4 430 -47 28 / 3 lA M E R r CA5
1285
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the Issuer pursuant to Section t hereof.
"Disclosure Representative" means the Executive Director of the Issuer or his or her
designee, or such other person as the Issuer shall designate in writing to the Disclosure
Dissemination Agent from time to time as the person responsible for providing Information to
the Disclosure Dissemination Agent.
"Failure to File Event" means the Issuer's failure to file an Annual Report on or before
the Annual Filing Date.
"Force Majeure Event" means: (i) acts of God, war, orterrorist action; (ii) failure or shut-
down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the
extent beyond the Disclosure Dissemination Agent's reasonable control, interruptions in
telecommunications or utilities services, failure, malfunction or error of any telecommunications,
computer or other electrical, mechanical or technological application, service or system,
computer virus, interruptions in Internet service or telephone service (including due to a virus,
electrical delivery problem or similar occurrence) that affect Internet users generally, or in the
local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any
government, regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from performance of its obligations under this Disclosure
Agreement.
"Holder" means any person (a) having the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds
for federal income tax purposes.
"lnformation" means the Annual Financial Information, the Audited Financial Statements
(if any), the Notice Event notices, the Failure to File Event notices and the Voluntary Reports.
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(bXl) of the Securities Exchange Act of 1934.
"Notice Event" means any of the events enumerated in paragraph (bXsXi)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities).
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds.
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the Issuer pursuant to Section 7.
003 - 4 430- 47 28 / 3 /AM E R r CAS
1286
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent, not later than 30 days prior to the Annual
Filing Date, Promptly upon receipt of an electronic copy of the Annual Report and the
Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB
not later than two hundred forty (240) days after the end of each Fiscal Year, commencing with
the Fiscal Year ended September 30,2075. Such date and each anniversary thereof is the Annual
Filing Date. The Annual Report may be submitted as a single document or as separate documents
comprising a package, and may cross-reference other information as provided in Section 3 of this
Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in
substantially the form attached as Exhibit B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 10:00 a.m. Eastern Time on the Annual Filing Date (or if such Annual Filing
Date falls on a Saturday, Sunday or holiday, then the hrst business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the
Disclosure Dissemination Agent to immediately send a notice to the MSRB in substantially the
form attached as Exhibit B, without reference to the anticipated filing date for the Annual
Report.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer may provide an electronic copy of its unaudited financial
statements to the Disclosure Dissemination Agent and shall, when the Audited Financial
Statements are available, provide in a timely manner an electronic copy of the Audited Financial
Statements to the Disclosure Dissemination Agent, accompanied by a Certification, in each case
for filing with the MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual
Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections
2(a) and 2(b) with the MSRB;
003-4430-47 28 /3 lAME R rCAS
1287
(iii) upon receipt, promptly file each of the unaudited financial statements and
each of the Audited Financial Statements received under Section 2(d) with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(bxii) with the MSRB, identifying the Notice Event as instructed by
the Issuer pursuant to Section 4(a) or 4(bxii) (being any of the categories set forth below)
when filing pursuant to the Section of this Disclosure Agreement indicated:
1. "Principal and interest payment delinquencies," pursuant to
Sections 4(c) and a(a)(l);
2. "Non-Payment related defaults, if material," pursuant to Sections
4(c) and a@)Q);
3. "Unscheduled draws on debt service reserves reflecting financial
difficulties," pursuant to Sections 4(c) and a@)Q);
4. "Unscheduled draws on credit enhancements reflecting financial
difficulties," pursuant to Sections 4(c) and a@)();
5. "Substitution of credit or liquidity providers, or their failure to
perform," pursuant to Sections 4(c) and a(a)(5);
6. "Adverse tax opinions, the issuance by the Internal Revenue
Service of proposed or final determinations of taxability, Notices of Proposed
Issue (lRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting the tax
status of the security," pursuant to Sections 4(c) and a@)(6);
7 . "Modifications to rights of securities holders, if material," pursuant
to Sections 4(c) and a@)Q);
8. "Bond calls, if material, and tender offers" pursuant to Sections
4(c) and a(a)(8);
9. "Defeasances," pursuant to Sections 4(c) and 4(aX9);
10. "Release, substitution, or sale of property securing repayment of
the securities, if material," pursuant to Sections 4(c) and 4(a)(10);
1 1. "Rating changes," pursuant to Sections 4(c) and a(aXl 1);
12. "Bankruptcy, insolvency, receivership or similar event of the
obligated person," pursuant to Sections 4(c) and a@)Q,2);
13. "The consummation of a merger, consolidation, or acquisition
involving an obligated person or the sale of all or substantially all of the assets of
the obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a definitive
003 - 4 43O - 47 28 / 3 /AM E R r CAS
1288
agreement relating to any such actions, other than pursuant to its terms, if
material," pursuant to Sections 4(c) and 4(a)(13); and
14. "Appointment of a successor or additional trustee or the change of
name of a trustee, if material," pursuant to Sections 4(c) and a@)Q\.
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this
Disclosure Agreement with the MSRB, identifying the filing as "Failure to provide
annual information as required" when filing pursuant to Section 2(bxii) or Section 2(c) of
this Disclosure Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Report received
under Section 7 with the MSRB.
(vii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the Disclosure
Dissemination Agent under this Disclosure Agreement.
(f) The Issuer may adjust the Annual Filing Date upon change of its Fiscal Year by
providing written notice of such change and the new Annual Filing Date to the Disclosure
Dissemination Agent and the MSRB, provided that the period between the existing Annual
Filing Date and new Annual Filing Date shall not exceed one year.
(g) Any Information received by the Disclosure Dissemination Agent before 10:00
a.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the
terms of this Disclosure Agreement and that is accompanied by a Certification and all other
information required by the terms of this Disclosure Agreement will be filed by the Disclosure
Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business
day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay
in filing with the MSRB if such delay is caused by a Force Majeure Event, provided that the
Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as
possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain the following Annual Financial Information for
the prior Fiscal Year: the information in the Official Statement [in the table under the caption
"HISTORICAL AND PROJECTED DEBT SERVICE COVERAGE" and in the table entitled
"Miami Beach Redevelopment Agency Historical and Projected Taxable Real Property and Tax
Increment Revenues City Center Historic Convention Village" and issuance of additional debt
payable from the Pledged Fundsl.
(b) Audited Financial Statements prepared in accordance with generally accepted
accounting principles ("GAAP") will be included in the Annual Report, but may be provided in
accordance with Section 2(d).
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the Issuer is an
oo3-4 430-47 28 / 3 /AM ERTCAS
1289
Obligated Person, which have been previously filed with the Securities and Exchange
Commission or available to the public on the MSRB Internet Website. If the document
incorporated by reference is a final official statement, it must be available from the MSRB, The
Issuer will clearly identify each such document so incorporated by reference.
Any Annual Financial Information containing modified operating data or financial
information is required to explain, in narrative form, the reasons for the modification and the
impact of the change in the type of operating data or financial information being provided.
SECTION 4. Reportine of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes a Notice Event:
l. Principal and interest payment delinquencres;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds
refl ecting financial diffi culties ;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax status of the
security, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
i 1. Rating changes on the Bonds;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note; forthepurposesoftheeventidentifiedinthissubsection4(a)(12),theeventisconsideredto
occurwhen any o/thefollowingoccur: the appointment of areceiver,fiscal agenl or similar fficerfor an
Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state
or federal law in which q court or governmental authoriQ has assumed jurisdiction over substantially all of
the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the
existing governmental body and fficials or fficers in possession but subject to the super-'tision and orders
6
003-4430-47 28 / 3 IAM ERTCAS
1290
of a court or goyernmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmentctl aulhority having super-tision or jurisdiction over
substantially all of the assets or business of the Obligated Person.
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the Obligated
Person, other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The Issuer shall, in a timely manner not in excess of ten (10) business days after its occurrence,
notify the Disclosure Dissemination Agent in writing of the occurence of a Notice Event. Such
notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to
subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall
identify the Notice Event that has occurred (which shall be any of the categories set forth in
Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer
desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination
Agent to disseminate such information, and identi$ the date the Issuer desires for the Disclosure
Dissemination Agent to disseminate the information (provided that such date is not later than the
tenth (10th) business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth (10th) business day after the occurrence of the Notice Event, if the Issuer
determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that
(i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred
and the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c),
together with a Certification. Such notice or Certification shall identify the Notice Event that has
occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth (1Oth) business
day after the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (bxii) of this Section 4 to reportthe occurrence of aNotice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the
MSRB in accordance with Section 2(e)(iv) hereof.
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure
Dissemination Agent, including but not limited to Annual Reports, documents incorporated by
reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, Failure
to File Events and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the
0o3 -4 430 -47 28 / 3 lA M ER r CA5
1291
full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided
information relates.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7.Voluntarv Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information
with the MSRB, from time to time pursuant to a Certification of the Disclosure Representative
accompanying such information (a "Voluntary Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Voluntary Report, Notice
Event notice or Failure to File Event notice, in addition to that required by this Disclosure
Agreement. If the Issuer chooses to include any information in any Annual Report, Audited
Financial Statements, Voluntary Report, Notice Event notice, or Failure to File Event notice in
addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have
no obligation under this Disclosure Agreement to update such information or include it in any
future Annual Report, Audited Financial Statements, Voluntary Report, Notice Event notice or
Failure to File Event notice.
SECTION 8. Termination of Reportine Oblieation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an Obligated Person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion
of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certihcation, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure
Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon
termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the
Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or,
alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this
Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any
003-4430-47 28 / 3 lAM ERTCAS
1292
replacement or appointment of a successor, the Issuer shall remain liable until payment in full for
any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure
Dissemination Agent may resign at any time by providing thirty days' prior written notice to the
Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or
the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement,
the Holders' rights to enforce the provisions of this Disclosure Agreement shall be limited solely
to a right, by action in mandamus or for specific performance, to compel performance of the
parties' obligation under this Disclosure Agreement. Any failure by a party to perform in
accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under
any other document relating to the Bonds, including the Bond Resolution, and all rights and
remedies shall be limited to those expressly stated herein.
SECTION 11. Duties. Immunities and Liabilities of Disclosure Dissemination Aeent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of
the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal
counsel (either in-house or external) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Disclosure Agreement shall be provided in an electronic format
and accompanied by identifying information as prescribed by the MSRB.
003-4430-4728 /3 /AM ERTCAS
1293
SECTION 12. Amendmentl Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within 10 days following the giving of such
notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such
amendment.
SECTION 13. Sources of Payments: No Personal Liability. Notwithstanding any'thing to
the contrary contained in this Disclosure Agreement, the Issuer shall be required to use only Trust
Fund Revenues to pay any costs and expenses to be incurred in the performance of this Disclosure
Agreement by it, and the performance of its obligations hereunder shall be subject to the availability
of Trust Fund Revenues for that purpose. This Disclosure Agreement does not and shall not
constitute a general obligation of the Issuer. No covenant, stipulation, obligation or agreement of
the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant, stipulation,
obligation or agreement of any present or future officer, agent or employee of the Issuer in other
than that person's official capacity.
SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Disclosure Dissemination Agent, the Underwriters, and the Holders
from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida.
SECTION 16. Counterparts. This Disclosure 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.
oo3 - 4 430-47 28 / 3 lA M E R I CAS
t0
1294
The Disclosure Dissemination Agent and the Issuer have caused this Disclosure
Agreement to be executed, on the date first written above, by their respective officers duly
authorized.
DIGITAL AS SURANCE CERTIFICATION,
L.L.C., as Disclosure Dissemination Agent
Name:
Title:
MIAMI BEACH REDEVELOPMENT AGENCY,
as Issuer
Jimmy L. Morales
Executive Director
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
By:
C",L :Jr^!,'
Redevelopment Agency- ^ fiaie
General Counsel K1-
1l
003- 4 430 - 47 28 / 3 lAM E R r CAS
1295
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer: Miami Beach Redevelopment Agency
Obligated Person: Miami Beach Redevelopment Agency
Name of Bond Issue:
Date of Issuance:
Date of Official Statement:
CUSIP Numbers:
,2075
,2015
A-1
0o3 - 4430-47 28 / 3 /A M E R ICAS
1296
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Miami Beach Redevelopment AgencyIssuer:
Obligated Person: Miami Beach Redevelopment Agency
Name of Bond Issue:
Date of Issuance:20t5
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by the Disclosure Dissemination Agent
Agreement, dated as of , 2075, between the Issuer and Digital Assurance
Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure
Dissemination Agent that it anticipates that the Annual Report will be filed by
Dated:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf
of the Issuer
cc: Miami Beach Redevelopment Agency
B-l
003 -4 430 - 47 28 / 3 lA M E R rCAS
1297
MIAMI BEACH REDEVELOPMENT AGENCY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 19984
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
TAX INCREMENT REVENUE REFUNDING BONDS, TAXABLE SERIES 2OO5A
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
DATED AS OF ,2075
003-4430-47 42/ 4 IAMERtCAS
1298
THIS
of
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
, 2015, by and between the MIAMI BEACH REDEVELOPMENT AGENCY
(the "Agency") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow
Agent").
WITNESSETH:
WHEREAS, the Agency has heretofore issued its (i) $29,105,000 aggregate principal
amount of Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
19984 (City Center/Historic Convention Village), dated as of July 29, 1998, presently
outstanding in the principal amount of $10,000,000 (the "Outstanding Series 19984. Bonds"),
and (ii) $51,440,000 aggregate principal amount of Miami Beach Redevelopment Agency Tax
Increment Revenue Refunding Bonds, Taxable Series 2005A (City Center/Historic Convention
Village), dated as of September 22, 2005, presently outstanding in the principal amount of
927,815,000 (the "Outstanding Series 20054 Bonds"), all pursuant to the provisions of
Resolution No. 150-94 adopted by the Board of Commissioners of the Agency (the
"Commission") on January 5,1994, as supplemented (collectively, the "Prior Bond Resolution");
and
WHEREAS, the Agency desires to refund and defease (i) all of the Outstanding Series
1998A Bonds (the "Refunded Series 19984 Bonds"), and (ii) all of the Outstanding Series
2005A Bonds (the "Refunded Series 20054 Bonds," and together with the Refunded Series
1998,{ Bonds, the "Refunded Bonds"), ur more particularly described in Schedule A attached
hereto and made apart hereof; and
WHEREAS, the Agency has issued its $aggregate principal amount of
Miami Beach Redevelopment Agency Tax Increment Revenue [and] Refunding Bonds, Series
2015_ (City Center/Historic Convention Village) (the "Bonds"), pursuant to the provisions of
Resolution No. _-2015 adopted by the Commission on _,2075 (the "Bond
Resolution"), a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent
to provide, with investment earnings thereon and certain other available moneys, for the
refunding and defeasance of the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with
the other available moneys, will be applied to the purchase of Government Obligations (as such
term is hereinafter defined), which will mature and produce investment income and eamings at
such time and in such amount as will be sufficient, together with certain moneys remaining
uninvested, to pay when due or upon the redemption thereof, the principal of and interest on the
Refunded Bonds as more specifically set forth herein; and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited hereunder, the maturing principal amount of the Government Obligations purchased
therewith, and investment income and earnings derived therefrom to the payment of the
003-4430-47 421 4 IAMERtCAS
1299
Refunded Bonds, it is necessary for the Agency to enter into this Agreement with the Escrow
Agent;
NOW, THEREFORE, the Agency and the Escrow Agent, in consideration of the
foregoing and the mutual covenants herein set forth and in order to secure the payment of the
principal of and interest on all of the Refunded Bonds according to their tenor and effect, do
hereby agree as follows:
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. The Agency hereby grants,
warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described, to wit:
DIVISION I
All right, title and interest in and to (i) $in moneys deposited directly with
the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the
Bonds and execution of and delivery of this Agreement, and (ii) $in moneys derived
from the
$
Account and allocable to the Refunded Series 19984 Bonds, and
in moneys derived from the Account and allocable to the
Refunded Series 2005A Bonds, each such account in the Sinking Fund created under the Prior
Bond Resolution (such moneys described in (ii), the "Other Moneys").
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
attached hereto and made apart hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter,
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and
additional security hereunder by the Agency, or by anyone on behalf of the Agency to
Escrow Agent for the benefit of the Refunded Bonds.
by
for
the
003-4430-47 42 I 4 /AMERTCAS
1300
DIVISION IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, by the Agency, or by anyone in its behalf, be subject to the
pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter
defined), including all additional property which by the terms hereof has or may become subject
to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns,
forever in trust, however, for the sole benefit and security of the holders from time to time of the
Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully
and promptly paid when due, upon the maturity or redemption thereof, in accordance with the
terms thereof, then this Agreement shall be and become void and of no further force and effect
except as otherwise provided herein; otherwise the same shall remain in full force and effect, and
upon the trusts and subject to the covenants and conditions hereinafter set forth.
ARTICLE II
DEFINITIONS
Section2.0l. Definitions. In addition to words and terms elsewhere defined in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise
defined in this Agreement shall have the meanings given to such terms in the Prior Bond
Resolution.
"Government Obligations" shall mean Defeasance Obligations (as defined in the Prior
Bond Resolution with respect to the applicable Refunded Bonds) which are not subject to
redemption prior to maturity.
"Trust Estate," "trust estate" or "pledged property" shall mean the property, rights and
interests described or referred to under Divisions I, II, III and IV in Article I above.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FTIND;
FLOW OF FUNDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is
hereby created and established with the Escrow Agent a special and irrevocable trust fund
003-4430-47 42 / 4 lAM ERTCAS
1301
designated "Miami Beach Redevelopment Agency Tax Increment Revenue and Refunding
Bonds, Series 1998,4. and Series 20054 (City Center/Historic Convention Village) Escrow
Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the
sole benefit of the holders of the Refunded Bonds and accounted for separate and apart from the
other funds of the Agency and, to the extent required by law, of the Escrow Agent.
Concurrently with the delivery of this Agreement, the Agency herewith causes to be
deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately
available moneys for deposit in the E,scrow Deposit Trust Fund in the amount of $_,
consisting of $from the proceeds of the Bonds and $in Other Moneys,
from the Otherall of which, when invested in Government Obligations (other than $
Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and
interest on the Refunded Bonds, upon the payment when due or upon redemption thereof, as
more particularly described in Schedule C attached hereto and made apart hereof.
Section 3.02. Payment of Refunded Bonds. The Bond proceeds and Other Moneys
received by the Escrow Agent will be sufficient to purchase $par amount of
Government Obligations, all as listed in Schedule B attached hereto and made a part hereof,
which will mature in principal amounts and earn income at such times so that sufficient moneys
will be available to pay as the same are paid when due or redeemed all principal of and interest
on the Refunded Bonds. Notwithstanding the foregoing, if the amounts deposited in the Escrow
Deposit Trust Fund are insufficient to make said payments of principal and interest, the Agency
shall cause to be deposited into the Escrow Deposit Trust Fund the amount of any deficiency
immediately upon notice from the Escrow Agent.
Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an
irrevocable deposit of said moneys and Government Obligations and other property hereunder
for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this
Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement,
shall have an express lien on all moneys and principal of and earnings on the Government
Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the
Escrow Deposit Trust Fund and the matured principal of the Govemment Obligations and other
property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall
be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C
hereto.
Section 3.04. Purchase of Government Oblieations.
The Escrow Agent is hereby directed immediately to purchase the Govemment
Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys
described in Sections 3.01 and 3.02 hereof. The Escrow Agent shall purchase the Government
Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in
this Agreement. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit
Trust Fund and the Government Obligations purchased therewith, together with all income or
earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no
power or duty to invest any moneys held hereunder or to make substitutions of the Government
oo3-4 430-47 42 I 4 lAMERTCAS
1302
Obligations held hereunder or to
Obligations held hereunder except as
directed not to invest $
sell, transfer or otherwise dispose of the Government
provided in this Agreement. The Escrow Agent is hereby
from the Other Moneys deposited in the Escrow Deposit
Trust Fund simultaneously with the delivery of this Agreement.
Section 3.05. Substitution of Certain Govemment Obligations.
(a) If so directed in writing by the Agency on the date of delivery of this
Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government
Obligations listed in Schedule B, Government Obligations (the "Substituted Securities"), the
principal of and interest on which, together with any Govemment Obligations listed in Schedule
B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be
sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C
hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the
Government Obligations listed in Schedule B may be effected only upon compliance with
Section 3.05(bXl) and (2) below.
(b) If so directed in writing by the Agency at any time during the term of this
Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request
the redemption of, all or a portion of the Government Obligations then held in the Escrow
Deposit Trust Fund and shall substitute for such Government Obligations other Govemment
Obligations, designated by the Agency, and acquired by the Escrow Agent with the proceeds
derived from the sale, transfer, disposition or redemption of or by the exchange of such
Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the
Escrow Agent of:
(1) an opinion of nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution is not inconsistent with the statutes and
regulations applicable to the Refunded Bonds and the Bonds; and
(2) verification by a firm of independent certified public accountants stating
that the principal of and interest on the substituted Government Obligations, together
with any Govemment Obligations and any uninvested moneys remaining in the Escrow
Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining
principal of and interest on the Refunded Bonds as set forth in Schedule C hereof.
Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Govemment Obligations not
required to be applied for the payment of such principal of and interest on the Refunded Bonds
(as shown in the verification report described in Section 3.05(bX2) hereof delivered in
connection with such substitution), shall be deposited in the Interest Account within the Sinking
Fund established under the Bond Resolution. Upon any such substitution of Government
Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to
refl ect such substitution.
The Escrow Agent may rely on all specific directions in this Agreement providing for the
investment or reinvestment of the Escrow Deposit Trust Fund.
5
003 -4 43O -47 42 / 4 lA M E R r CAS
1303
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent shall pay from such moneys to U.S.
Bank National Association, in its capacity of Paying Agent with respect to the Refunded Bonds
(as Trustee, Paying Agent and Registrar with respect to the Refunded Bonds, the "Refunded
Bonds Trustee"), no later than the payment dates for the Refunded Bonds, as specified in
Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded
Bonds, as specified in Schedule C hereof. The Agency hereby irrevocably determines, and
instructs the Refunded Bonds Trustee and the Escrow Agent, to call for redemption prior to
maturity, pursuant to their optional redemption provisions, the Refunded Series 20054 Bonds
maturing December 1,2016 through and including December 1,2020 and December 1, 2022 on
January _,2016 at a redemption price of 100% of the principal amount thereof, in accordance
with the Prior Bond Resolution. The Agency, the Refunded Bonds Trustee and the Escrow
Agent shall perform the responsibilities, described in the Prior Bond Resolution, in connection
with the redemption of such Refunded Bonds, including the giving of notice of redemption as
required therein. The Agency shall mail, or cause to be mailed, a copy of such notice of
redemption to National Public Finance Guarantee Corporation, as successor to MBIA Insurance
Corporation ("NPFGC"). The Agency shall also file, or cause to be filed, a copy of such notice
of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). In addition, the
Refunded Bonds Trustee shall publish such notice of redemption one time in The Bond Buyer,
New York, New York, at least 30 days prior to January _,2016.
Section 3.07. Investment of Certain Mone),s Remainins in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and
reinvest, at the written direction of the Agency, in Government Obligations any moneys
remaining from time to time in the Escrow Deposit Trust Fund until such time as they are
needed. Such moneys shall be reinvested in such Government Obligations for such periods and
at such interest rates, as the Escrow Agent shall be directed to invest by the Agency, which
periods and interest rates shall be set forth in an opinion from nationally recognized counsel in
the field of law relating to municipal bonds to the Agency and to the Escrow Agent, which
opinion shall also be to the effect that such reinvestment of such moneys in such Government
Obligations is not inconsistent with the statutes and regulations applicable to the Refunded
Bonds and the Bonds. Any interest income resulting from reinvestment of moneys pursuant to
this Section 3.07 not required to be applied for the payment of the principal of and interest on the
Refunded Bonds shall be deposited in the Interest Account within the Sinking Fund established
under the Bond Resolution.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the Agency and, to the extent required by law, of the Escrow Agent and used only
for the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Payments Required by this Agreement are
Made. After all of the transfers by the Escrow Agent to the payment of the principal of and
interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys
and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund
003-4430-47 42/ 4 IAMERTCAS
1304
shall be deposited in the Interest Account within the Sinking Fund established under the Bond
Resolution; provided, however, that no such transfers (except transfers made in accordance with
Sections 3.05 and 3.07 hereof) shall be made until all of the principal of, premium and interest on
the Refunded Bonds have been paid.
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section4.Ol. Liability of Escrow Agent. The Escrow Agent shall not be liable in
connection with the performance of its duties hereunder except for its own negligence,
misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as
the E,scrow Agent applies any moneys, Government Obligations and interest earnings therefrom
to pay the Refunded Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to
pay the Refunded Bonds caused by such calculations.
The duties and obligations of the Escrow Agent shall be determined by the express
provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any
matter relevant to this Agreement, who may or may not be counsel to the Agency, and be entitled
to receive from the Agency reimbursement of the reasonable fees and expenses of such counsel,
and in reliance upon the opinion of such counsel have full and complete authorization and
protection in respect of any action taken, suffered or omitted by it in good faith in accordance
therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this Agreement, such
matter may be deemed to be conclusively established by a certificate signed by an authorized
officer of the Agency and the Escrow Agent may in good faith conclusively rely upon such
certificate.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not
the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The Agency shall pay to the Escrow Agent
reasonable compensation for all services rendered by it hereunder and also its reasonable
expenses incurred in and about the administration and execution of the trusts hereby created and
the performance of its powers and duties hereunder, all as provided in Schedule D hereto.
003-4430-47 42 I 4 lAMERTCAS
1305
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such holders of the Refunded Bonds, the
Escrow Agent and the Agency; provided, however, that the Agency and the Escrow Agent may,
without the consent of, or notice to, such holders enter into such agreements supplemental to this
Agreement which shall not adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the holders
of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
Prior to any repeal, revocation, alteration or amendment of this Agreement, the Agency
shall provide written notice of such proposed repeal, revocation, alteration or amendment to
Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at their addresses set
forth below:
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Municipal Ratings Desk/Refunded Bonds
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Section 5.02. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the Agency or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement.
Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the Agency or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
003-4430-47 42/ 4 IAMER rCAS
1306
Section 5.04. Notices to Escrow Aeent and Agency. Any notice, demand, direction,
request or other instrument authorized or required by this Agreement to be given to or filed with
the Escrow Agent or the Agency, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally delivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
(a) As to the Agency -
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
(b) As to the Escrow Agent -
U.S. Bank National Association
225 Water Street
Suite 700
Jacksonville, Florida 32202
Attention: Corporate Trust Services
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions hereof shall have been
made.
Section 5.06. Execution by Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5,07. Notice of Defeasance. The Agency hereby irrevocably instructs U.S.
Bank National Association, in its capacity of Registrar with respect to the Refunded Bonds, to
give to the Holders of the Refunded Bonds and NPFGC, by first class mail, postage prepaid, as
soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance
of the Refunded Bonds, substantially in the form attached hereto as Schedule E.
Section 5.08. Goveming Law. This Agreement shall be governed by the laws of the
State of Florida.
003-4430-47 42 / 4 IAM ERTCAS
1307
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers.
MIAMI BEACH REDEVELOPMENT
AGENCY
Chairperson
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent
Assistant Vice President
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
By:
3,"q-Or'F qllel$
l?ede',clrDn.entAOenCy Date
r.'2'r-1; Cot:n:;el
003-4430-47 42/ 4 IAM ERTCAS
10
1308
Maturity Date
1210v2020
SCHEDULE A
REFI]NDED SERIES 19984 BONDS
Principal Amount
$ 10,000,000
REFLINDED SERIES 2OO5A BONDS
Principal Amount
$ 2,465,000
2,595,000
2,730,000
2,990,000
3,645,000
I1,155,000
Interest Rate
6.680Yo
Interest Rate
4.930%
5.010
5.1 l0
5.r70
5.200
5.220
Maturity Date
t2101120t6
t2l0U20t7
t210112018
12t0U2019
1210U2020
t210v2022
A-1
003-4430 -41 42 / 4 IAM ERTCAS
1309
SCHEDULE B
INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS
T)rpe of Security Maturit), Date Principal Amount Interest Rate
S%
B-1
003-4 430-47 42 / 4 lAM ERTCAS
1310
SCHEDULE C
SCHEDULE OF PAYMENTS ON
REFUNDED BONDS
Principal
Date Principal Redeemed Interest Total
c-1
003-4430-4742/4/ AM E RrCAS
1311
(i)
(ii)
SCHEDULE D
ESCROW AGENT FEES AND EXPENSES
In consideration of the services to be rendered by the Escrow Agent under the
Agreement, the Agency agrees to pay the Escrow Agent an annual fee of $_
payable on September I of each year until the Agreement has been terminated for all
services to be incurred as Escrow Agent in connection with such services, and agrees to
reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow Agent. The
term "ordinary out-of-pocket expenses" means expenses of holding, investing and
disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not
limited to publication costs, postage and legal fees as incurred.
The Agency also agrees to reimburse the Escrow Agent for any extraordinary expenses
incurred by it in connection with the Agreement. The term "extraordinary expenses"
includes (a) expenses arising out of the assertion of any third party to any interest in the
Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable
attorneys' fees, (b) expenses relating to any substitution under Section 3.05 or
reinvestment under Section 3.07 , and (c) expenses (other than ordinary expenses) not
occasioned by the Escrow Agent's misconduct or negligence,
The fees and expenses payable by the Agency under clause (i) or (ii) above shall not be
paid from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally
available funds of the Agency.
(iii)
003-4430-47 42 I 4 lAM E RrCAS
D-1
1312
SCI_IEDULE E
NOTICE OF DEFEASANCE
Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Taxable Series 1998A
(City Center/flistoric Convention Village)
Dated: July 29,7998
(the "Series 1998A Bonds")
Maturit), Date Principal Amount Interest Rate CUSIP Numbers-
1210U2020 $10,000,000 6.680% 593237CA6
Miami Beach Redevelopment Agency
Tax Increment Revenue Refunding Bonds, Taxable Series 20054
(City Center/Flistoric Convention Village)
Dated: September 22, 2005
(the "Series 20054 Bonds")
Maturity Date Principal Amount Interest Rate CUSIP Numbers-
12101120t6 $ 2,465,000 4.930% 593237DM9
t2l0u20t7 2,595,000 5.010 593237DN7
1210U20t8 2,730,000 5.110 593237DP2
1210U2019 2,880,000 5.170 593231DQ0
12t0U2020 3,645,000 5.200 593237DR8
1210v2022 11,155,000 5.220 593237D56
NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National
Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding
bonds identified above (collectively, the "Bonds"), and such monies, except to the extent
maintained in cash, have been invested in direct obligations of the United States of America.
U.S. Bank National Association, as Trustee, Paying Agent and Registrar for the Bonds, and the
Escrow Agent have been irrevocably instructed to call for redemption prior to maturity, pursuant
to their optional redemption provisions, the Series 2005A Bonds maturing December 1,2016
through and including December 1, 2020 and December 1,2022 on January _,2016 at a
redemption price of 100% of the principal amount thereof. The Series 1998,{ Bonds shall be
paid on their maturity date.
- No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained
in this Notice.
003- 4 430- 47 42 / 4 lA M E R I CAS
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1313
The amount so deposited as aforesaid has been calculated to be adequate to pay, when due,
the principal of and interest on the Bonds to and including their maturity or redemption date
described above. The Bonds are therefore deemed to have been paid in accordance with Section
304(M) of Resolution No. 150-94 adopted by the Miami Beach Redevelopment Agency on January
5,1994.
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
Dated:_,2015
003-4430-47 42/ 4 lAMERtCAS
E-2
1314
MIAMI BEACH REDEVELOPMENT AGENCY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
TAX INCRE,MENT REVENUE REFLINDING BONDS, SERIES 2OO5B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
DATED AS OF ,2015
003-4430-47 381 3 IAM ERTCAS
1315
THIS
of
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
, 2015, by and between the MIAMI BEACH REDEVELOPMENT AGENCY
(the "Agency") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow
Agent").
WITNES$ETH:
WHEREAS, the Agency has heretofore issued its $29,330,000 aggregate principal
amount of Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,
Series 20058 (City Center/Historic Convention Village), dated as of September 22, 2005,
presently outstanding in the principal amount of $17,175,000 (the "Outstanding Series 20058
Bonds"), pursuant to the provisions of Resolution No. 150-94 adopted by the Board of
Commissioners of the Agency (collectively, the "Commission") on January 5, 1994, as
supplemented (the "Prior Bond Resolution"); and
WHEREAS, the Agency desires to refund and defease all of the Outstanding Series
20058 Bonds, as more particularly described in Schedule A attached hereto and made a part
hereof (the "Refunded Bonds"); and
WHEREAS, the Agency has issued its $aggregate principal amount of
Miami Beach Redevelopment Agency Tax Increment Revenue [and] Refunding Bonds, Series
2015- (City Center/Historic Convention Village) (the "Bonds"), pursuant to the provisions of
Resolution No. _-2015 adopted by the Commission on , 2075 (the "Bond
Resolution"), a portion of the proceeds of which Bonds is to be deposited with the Escrow Agent
to provide, with investment earnings thereon and certain other available moneys, for the
refunding and defeasance of the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Bonds, together with
the other available moneys, will be applied to the purchase of Government Obligations (as such
term is hereinafter defined), which will mature and produce investment income and earnings at
such time and in such amount as will be sufficient, together with certain moneys remaining
uninvested, to pay upon the redemption thereof, the principal of and interest on the Refunded
Bonds as more specifically set forth herein; and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited hereunder, the maturing principal amount of the Government Obligations purchased
therewith, and investment income and earnings derived therefrom to the payment of the
Refunded Bonds, it is necessary for the Agency to enter into this Agreement with the Escrow
Agent;
NOW, THEREFORE, the Agency and the Escrow Agent, in consideration of the
foregoing and the mutual covenants herein set forth and in order to secure the payment of the
principal of and interest on all of the Refunded Bonds according to their tenor and effect, do
hereby agree as follows:
003-4430-4738/3lAM E R rCAS
1316
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. The Agency hereby grants,
warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described, to wit:
DIVISION I
All right, title and interest in and to (i) $in moneys deposited directly with
the Escrow Agent and derived from the proceeds of the Bonds upon issuance and delivery of the
Bonds and execution of and delivery of this Agreement, and (ii) $in moneys derived
from the Account in the Sinking Fund created under the Prior Bond Resolution and
allocable to the Refunded Bonds (such moneys described in (ii), the "Other Moneys").
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
attached hereto and made a part hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter,
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and
additional security hereunder by the Agency, or by anyone on behalf of the Agency to
Escrow Agent for the benefit of the Refunded Bonds.
DIVISION IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, by the Agency, or by anyone in its behalf, be subject to the
pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter
defined), including all additional property which by the terms hereof has or may become subject
to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns,
forever in trust, however, for the sole benefit and security of the holders from time to time of the
Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully
and promptly paid upon the redemption thereof in accordance with the terms thereof, then this
Agreement shall be and become void and of no further force and effect except as otherwise
provided herein; otherwise the same shall remain in full force and effect, and upon the trusts and
subject to the covenants and conditions hereinafter set forth.
by
for
the
003-4430-4738 I 3 IAM ERTCAS
1317
ARTICLE II
DEFINITIONS
Section2.0l. Definitions. In addition to words and terms elsewhere defined in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise
defined in this Agreement shall have the meanings given to such terms in the Prior Bond
Resolution.
"Government Obligations" shall mean Defeasance Obligations which are not subject to
redemption prior to maturity.
"Trust Estate," "trust estate" or "pledged property" shall mean the property, rights and
interests described or referred to under Divisions I, II, III and IV in Article I above.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FI.IND:
FLOW OF FUNDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is
hereby created and established with the Escrow Agent a special and irrevocable trust fund
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Refunding Bonds,
Series 20058 (City Center/Historic Convention Village) Escrow Deposit Trust Fund" (the
"Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the sole benefit of the holders
of the Refunded Bonds and accounted for separate and apart from the other funds of the Agency
and, to the extent required by law, of the Escrow Agent.
Concurrently with the delivery of this Agreement, the Agency herewith causes to be
deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately
availablemoneySfordepositintheEscrowDepositTrustFundintheamountof$-,
consisting of $from the proceeds of the Bonds and $in Other Moneys,
from the Otherall of which, when invested in Govemment Obligations (other than $
Moneys to be held uninvested), will provide moneys sufficient to pay the principal of and
interest on the Refunded Bonds, upon the payment upon redemption thereof as more particularly
described in Schedule C attached hereto and made apart hereof.
Section 3.02. Payment of Refunded Bonds.
received by the Escrow Agent will be sufficient to
Government Obligations, all as listed in Schedule B
The Bond proceeds and Other Moneys
par amount ofpurchase $
003-4430-47 38 / 3 lAM ERTCAS
attached hereto and made a part hereof,
1318
which will mature in principal amounts and earn income at such times so that sufficient moneys
will be available to pay as the same are paid when redeemed all principal of and interest on the
Refunded Bonds as set forth in Schedule C hereof. Notwithstanding the foregoing, if the
amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of
principal and interest, the Agency shall cause to be deposited into the Escrow Deposit Trust Fund
the amount of any deficiency immediately upon notice from the Escrow Agent.
Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an
irrevocable deposit of said moneys and Govemment Obligations and other property hereunder
for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this
Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement,
shall have an express lien on all moneys and principal of and eamings on the Government
Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the
Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other
property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall
be applied for the payment of Refunded Bonds, as more specifically set forth in Schedule C
hereto.
Section 3.04. Purchase of Government Obligations.
The Escrow Agent is hereby directed immediately to purchase the Government
Obligations listed in Schedule B from the proceeds of the Bonds and the Other Moneys
described in Sections 3.01 and 3.02 hereof. The Escrow Agent shall purchase the Govemment
Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in
this Agreement. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit
Trust Fund and the Government Obligations purchased therewith, together with all income or
eamings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no
power or duty to invest any moneys held hereunder or to make substitutions of the Govemment
Obligations held hereunder or to sell, transfer or otherwise dispose of the Government
Obligations held hereunder except as provided in this Agreement. The Escrow Agent is hereby
directed not to invest S from the Other Moneys deposited in the Escrow Deposit
Trust Fund simultaneously with the delivery of this Agreement.
The Agency covenants to take no action in the investment, reinvestment or security of the
Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in
contravention of this Agreement might cause the Refunded Bonds or the Bonds to be classified
as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (the "Code").
Section 3.05. Substitution of Certain Government Oblisations.
(a) If so directed in writing by the Agency on the date of delivery of this
Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government
Obligations listed in Schedule B, Govemment Obligations (the "Substituted Securities"), the
principal of and interest on which, together with any Government Obligations listed in Schedule
B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be
003 - 4 430- 47 38 / 3 /AM ER r CAS
1319
sufficient to pay all principal of and interest of the Refunded Bonds as set forth in Schedule C
hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the
Government Obligations listed in Schedule B may be effected only upon compliance with
Section 3.05(bX1) and (2) below.
(b) If so directed in writing by the Agency at any time during the term of this
Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request
the redemption of, all or a portion of the Government Obligations then held in the Escrow
Deposit Trust Fund and shall substitute for such Government Obligations other Govemment
Obligations, designated by the Agency, and acquired by the Escrow Agent with the proceeds
derived from the sale, transfer, disposition or redemption of or by the exchange of such
Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the
Escrow Agent of:
(1) an opinion of nationally recognized counsel in the field of law
relating to municipal bonds stating that such substitution will not adversely affect the
exclusion from gross income for federal income tax purposes of interest on the Refunded
Bonds and the Bonds and is not inconsistent with the statutes and regulations applicable
to the Refunded Bonds and the Bonds; and
(2) verification by a firm of independent certified public accountants
stating that the principal of and interest on the substituted Government Obligations,
together with any Government Obligations and any uninvested moneys remaining in the
Escrow Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining
principal of and interest on the Refunded Bonds as set forth in Schedule C hereof.
Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Government Obligations not
required to be applied for the payment of such principal of and interest on the Refunded Bonds
(as shown in the verification report described in Section 3.05(bX2) hereof delivered in
connection with such substitution), shall be deposited in the Interest Account within the Sinking
Fund established under the Bond Resolution. Upon any such substitution of Government
Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to
refl ect such substitution.
The Escrow Agent shall be under no duty to inquire whether the Government Obligations
as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The
Escrow Agent may rely on all specific directions in this Agreement providing for the investment
or reinvestment of the Escrow Deposit Trust Fund.
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent shall pay from such moneys to U.S.
Bank National Association, in its capacity of Paying Agent with respect to the Refunded Bonds
(as Trustee, Paying Agent and Registrar with respect to the Refunded Bonds, the "Refunded
Bonds Trustee"), no later than the payment dates for the Refunded Bonds, as specified in
Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded
003-4430-47 38/ 3 lAM ERTCAS
1320
Bonds, as specified in Schedule C hereof. The Agency hereby irrevocably determines, and
instructs the Refunded Bonds Trustee and the E,scrow Agent, to call for redemption prior to
maturity the Refunded Bonds maturing December 1,2016 through and including December 1,
2022 on January _,2016 at a redemption price of 100% of the principal amount thereof, in
accordance with the Prior Bond Resolution. The Agency, the Refunded Bonds Trustee and the
Escrow Agent shall perform the responsibilities, described in the Prior Bond Resolution, in
connection with the redemption of such Refunded Bonds, including the giving of notice of
redemption as required therein. The Agency shall mail, or cause to be mailed, a copy of such
notice of redemption to National Public Finance Guarantee Corporation, as successor to MBIA
Insurance Corporation ("NPFGC"). The Agency shall also file, or cause to be filed, a copy of
such notice of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). In
addition, the Refunded Bonds Trustee shall publish such notice of redemption one time in The
Bond Buyer, New York, New York, at least 30 days prior to January _,2016.
Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04 of this Agreement, the Escrow Agent shall invest and
reinvest, at the written direction of the Agency, in Government Obligations any moneys
remaining from time to time in the Escrow Deposit Trust Fund until such time as they are
needed. Such moneys shall be reinvested in such Government Obligations for such periods and
at such interest rates, as the Escrow Agent shall be directed to invest by the Agency, which
periods and interest rates shall be set forth in an opinion from nationally recognized counsel in
the field of law relating to municipal bonds to the Agency and to the Escrow Agent, which
opinion shall also be to the effect that such reinvestment of such moneys in such Government
Obligations for such period and at such interest rates will not, under the statutes and regulations
applicable to the Refunded Bonds and the Bonds, cause the interest on the Refunded Bonds or
the Bonds to be included in gross income for federal income tax purposes and that such
investment is not inconsistent with the statutes and regulations applicable to the Refunded Bonds
and the Bonds. Any interest income resulting from reinvestment of moneys pursuant to this
Section 3.07 not required to be applied for the payment of the principal of and interest on the
Refunded Bonds shall be deposited in the Interest Account within the Sinking Fund established
under the Bond Resolution.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the Agency and, to the extent required by law, of the Escrow Agent and used only
for the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Payments Required by this Agreement are
Made. After all of the transfers by the Escrow Agent to the payment of the principal of and
interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys
and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund
shall be deposited in the Interest Account within the Sinking Fund established under the Bond
Resolution; provided, however, that no such transfers (except transfers made in accordance with
Sections 3.05 and 3.07 hereof) shall be made until all of the principal of and interest on the
Refunded Bonds have been paid.
003-4430-47 38 I 3 IAM ERTCAS
1321
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section4.01. Liability of Escrow Aeent. The Escrow Agent shall not be liable in
connection with the performance of its duties hereunder except for its own negligence,
misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as
the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom
to pay the Refunded Bonds as provided herein, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to
pay the Refunded Bonds caused by such calculations.
The duties and obligations of the Escrow Agent shall be determined by the express
provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any
matter relevant to this Agreement, who may or may not be counsel to the Agency, and be entitled
to receive from the Agency reimbursement of the reasonable fees and expenses of such counsel,
and in reliance upon the opinion of such counsel have full and complete authorization and
protection in respect of any action taken, suffered or omitted by it in good faith in accordance
therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this Agreement, such
matter may be deemed to be conclusively established by a certificate signed by an authorized
officer of the Agency and the Escrow Agent may in good faith conclusively rely upon such
certificate.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were not
the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The Agency shall pay to the Escrow Agent
reasonable compensation for all services rendered by it hereunder and also its reasonable
expenses incurred in and about the administration and execution of the trusts hereby created and
the performance of its powers and duties hereunder, all as provided in Schedule D hereto.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such holders of the Refunded Bonds, the
o03-4 430-47 38/ 3 IAMERICAS
1322
Escrow Agent and the Agency; provided, however, that the Agency and the Escrow Agent may,
without the consent of, or notice to, such holders enter into such agreements supplemental to this
Agreement which shall not adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the holders
of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be
granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
Prior to any repeal, revocation, alteration or amendment of this Agreement, the Agency
shall provide written notice of such proposed repeal, revocation, alteration or amendment to
Standard & Poor's Ratings Services and Moody's Investors Service, Inc. at their addresses set
forth below:
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Municipal Ratings Desk/Refunded Bonds
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Section 5.02. Severabilitv. If any one or more of the covenants or agreements provided
in this Agreement on the part of the Agency or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement.
Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the Agency or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
Section 5.04. Notices to Escrow Agent and Agency. Any notice, demand, direction,
request or other instrument authorized or required by this Agreement to be given to or filed with
the Escrow Agent or the Agency, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally delivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
o03 -4 430-41 38/ 3 lAMERICAS
1323
As to the Agency -
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
(b) As to the Escrow Agent -
U.S. Bank National Association
225 Water Street
Suite 700
Jacksonville, Florida 32202
Attention: Corporate Trust Services
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions hereof shall have been
made.
Section 5.06. Execution by Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5.07. Notice of Defeasance. The Agency hereby irrevocably instructs U.S.
Bank National Association, in its capacity of Registrar with respect to the Refunded Bonds, to
give to the Holders of the Refunded Bonds and NPFGC, by first class mail, postage prepaid, as
soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance
of the Refunded Bonds, substantially in the form attached hereto as Schedule E.
Section 5.08. Governing Law. This Agreement shall be governed by the laws of the
State of Florida.
(a)
oo3 - 4 43O- 47 38 I 3 lA M ER I CA5
1324
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers.
MIAMI BEACH REDEVELOPMENT
AGENCY
Chairperson
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent
Assistant Vice President
APPI{OVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
By:
By:
3,rI-0*,? qltalts
Redevelopment AgencY Date
General Counsel
003-4430-47 38 / 1 lAM ERTCAS
l0
1325
Maturitlr Date
t2l0U20t6
12101120t7
t2l0U20\8
tzl0U20t9
t210v2020
1210v2021
1210U2022
SCHEDULE A
REFTINDED BONDS
Principal Amount
$ 1,885,000
1,980,000
2,090,000
2,195,000
2,300,000
2,400,000
2,525,000
Interest Rate
s.000%
s.000
5.000
s.000
4.000
5.000
5.000
A-1
o03 - 4 430 -47 38 / 3 /A M E R ICAS
1326
SCHEDULE B
INVESTMENT OF BOND PROCEEDS
AND OTHER MONEYS
Type of Securit], Maturit), Date Principal Amount Interest Rate
$%
B-1
003-4430-47 38/ 3 lAMERICAS
1327
SCHE,DULE C
SCHEDULE OF PAYMENTS ON
REFLINDED BONDS
Principal
Date Principal Redeemed Interest Total
$$$$
c-l
003-4430-47 38 I 3 lAM ERTCAS
1328
(i)
SCHEDULE D
ESCROW AGENT FEES AND EXPENSES
In consideration of the services to be rendered by the Escrow Agent under the
Agreement, the Agency agrees to pay the Escrow Agent a one time fee of $_
for all services to be incurred as Escrow Agent in connection with such services, and
agrees to reimburse at cost all ordinary out-of-pocket expenses incurred by the Escrow
Agent. The term "ordinary out-of-pocket expenses" means expenses of holding,
investing and disbursing the Escrow Deposit Trust Fund as provided herein and includes,
but is not limited to publication costs, postage and legal fees as incurred.
(ii) The Agency also agrees to reimburse the Escrow Agent for any extraordinary expenses
incurred by it in connection with the Agreement. The term "extraordinary expenses"
includes (a) expenses arising out of the assertion of any third party to any interest in the
Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable
attorneys'fees, (b) expenses relating to any substitution under Section 3.05 or
reinvestment under Section 3.07, and (c) expenses (other than ordinary expenses) not
occasioned by the Escrow Agent's misconduct or negligence.
(iii)The fees and expenses payable by the Agency under clause (i) or (ii) above shall not be
paid from the Escrow Deposit Trust Fund, but shall be paid by the Agency from legally
available funds of the Agency.
oo3 -4 430-47 38 I 3 lA M ER I CAS
D-1
1329
SCHEDULE E
NOTICE OF DEFEASANCE
Miami Beach Redevelopment Agency
Tax Increment Revenue Refunding Bonds, Series 20058
(City Center/Historic Convention Village)
Dated: September 22, 2005
Maturity Date
tzl0U20t6
12101120t7
1210v2018
1210v2019
1210U2020
t210U2021
t210v2022
Principal Amount
$ i,885,000
1,980,000
2,080,000
2,195,000
2,300,000
2,400,000
2,525.000
Interest Rate
5.000%
5.000
5.000
5.000
4.000
s.000
5.000
CUSIP Numbers.
593237ED8
593237F-F,6
5932378F3
s932378G1
593231EH9
5932378J5
593237EK2
NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National
Association, as Escrow Agent, for the payment of the principal of and interest on the outstanding
bonds identified above (the "Bonds"), and such monies, except to the extent maintained in cash,
have been invested in direct obligations of the United States of America. U.S. Bank National
Association, as Trustee, Paying Agent and Registrar for the Bonds, and the Escrow Agent have
been irrevocably instructed to call for redemption prior to maturity the Bonds maturing
December 1,2016 through and including December 1,2022 on January _,2016, at a
redemption price of 100% of the principal amount thereof.
The amount so deposited as aforesaid has been calculated to be adequate to pay, when due,
the principal of and interest on the Bonds to and including their redemption date described above.
The Bonds are therefore deemed to have been paid in accordance with Section 30a(M) of
Resolution No. 150-94 adopted by the Miami Beach Redevelopment Agency on January 5,1994.
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
Dated:_,2075
" No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or
contained in this Notice.
E-l
003-4430-47 38/ 3 lAM ERTCAS
1330
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