98-22820 RESO
RESOLUTION NO. 98-22820
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, REGARDING A CERTAIN GEOGRAPHIC
AREA WITHIN THE CITY OF MIAMI BEACH CALLED THE CITY
CENTER/HISTORIC CONVENTION VILLAGE REDEVELOPMENT AND
REVITALIZATION AREA, DESCRIBED GENERALLY AS BEING
BOUNDED ON THE EAST BY THE ATLANTIC OCEAN, ON THE NORTH
BY 24TH STREET, ON THE WEST BY WEST AVENUE AND ON THE
SOUTH BY 14TH LANE; CONFIRMING THE PLEDGE FOR THE BENEFIT
OF ALL BONDS (AS DEFINED HEREIN) OF PROCEEDS OF THE RESORT
TAX LEVIED BY THE CITY TO THE EXTENT PROVIDED IN
RESOLUTION NO. 94-21008 ADOPTED BY THE CITY ON JANUARY 5,
1994; AUTHORIZING THE ISSUANCE BY THE MIAMI BEACH
REDEVELOPMENT AGENCY OF NOT MORE THAN $40,000,000 TAX
INCREMENT REVENUE BONDS, TAXABLE SERIES 1998A (CITY
CENTER/HISTORIC CONVENTION VILLAGE), AND NOT MORE THAN
$10,000,000 TAX INCREMENT REVENUE BONDS, SERIES 1998B (CITY
CENTER/HISTORIC CONVENTION VILLAGE), IN ACCORDANCE WITH
THE REQUIREMENTS OF CHAPTER 163, PART III, FLORIDA STATUTES,
AS AMENDED; COVENANTING TO PROVIDE CONTINUING
DISCLOSURE IN CONNECTION WITH SAID SERIES 1998 BONDS IN
ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE
15c2-12 AND AUTHORIZING THE FINANCE DIRECTOR TO EXECUTE
AND DEUVER AN AGREEMENT WITH RESPECT THERETO; AND
AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE
ALL NECESSARY ACTIONS IN CONNECTION THEREWITH.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has heretofore
issued its (i) $25,000,000 Tax Increment Revenue Bonds, Series 1993 (City Center/Historic
Convention Village), $37,500,000 Tax Increment Revenue Bonds, Series 1996A (City
Center/Historic Convention Village) and $7,705,000 Tax increment Revenue Bonds, Series
1996B (City Center/Historic Convention Village) (collectively, the "Prior Bonds" and together
with any additional bonds issued on a parity therewith under the provisions of the Bond
Resolution (as defined below), the "Bonds"), under the provisions of Resolution No. 150-94
adopted by the Agency on January 5, 1994, as supplemented (as amended and supplemented
from time to time, the "Bond Resolution"), for the purpose of providing funds for the acquisition
DOA:[04548.DOCS.MIAl80298)CITY _ RESO-3
and clearing of certain property and the construction of certain public improvements in an area
ofthe City of Miami Beach, Florida (the "City") known as the "City Center/Historic Convention
Village Redevelopment and Revitalization Area", all in accordance with a redevelopment plan
(the "Redevelopment Plan") adopted by the Agency under Chapter 163, Part III, Florida
Statutes, as amended (the "Act"), and approved by the City pursuant to Resolution No. 93-20721
adopted by the City on February 12, 1993; and
WHEREAS, the Bonds are primarily payable from certain Net Trust Fund Revenues (as
defined in the Bond Resolution) received by the Agency pursuant to Section 163.387 of the Act,
Ordinance No. 93-2836 adopted by the City on February 24, 1993 and Ordinance No. 93-28
enacted by Miami-Dade County, Florida on April 27, 1993; and
WHEREAS, the Net Trust Fund Revenues initially were estimated not to be sufficient
to pay the principal of and interest on the Bonds; and
WHEREAS, because of the importance of the Redevelopment Plan to the economic
development of the City, the City, pursuant to Resolution No. 94-21008 adopted on January 5,
1994, as supplemented (the "Supplemental Revenues Resolution"), provided a supplemental
source of funds to the Agency for the payment of principal of and interest on the Bonds and to
make certain other deposits required in respect of the Bonds, and, in furtherance of this end, the
City pledged the Supplemental Revenues (as defmed in the Supplemental Revenues Resolution)
to the payment of the principal of and interest on the Bonds and to make such other deposits as
are required in respect of the Bonds, on the basis provided in the Supplemental Revenues
Resolution and in the Bond Resolution; and
WHEREAS, in furtherance of the Redevelopment Plan, the Agency now intends to issue
its (i) Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention
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Village) (the "Series 1998A Bonds"), in the principal amount not to exceed $40,000,000, and
(ii) Tax Increment Revenue Bonds, Series 1998B (City Center/Historic Convention Village) (the
"Series 1998B Bonds" and together with the Series 1998A Bonds, the "Series 1998 Bonds"), in
the principal amount not to exceed $10,000,000, as additional parity bonds pursuant to Section
304(H) of the Bond Resolution and a resolution supplemental thereto adopted by the Agency on
July 1, 1998 (the "Series 1998 Agency Resolution"), a copy of which is attached hereto as
Exhibit A and made a part hereof, for the purposes described in the Series 1998 Agency
Resolution, which Series 1998 Bonds shall be "Bonds" under the Bond Resolution and the
Supplemental Revenues Resolution and shall be secured under the Bond Resolution and the
Supplemental Revenues Resolution on a parity with the Prior Bonds and any additional Bonds
hereinafter issued under the Bond Resolution; and
WHEREAS, the City desires to confirm its pledge under the Supplemental Revenues
Resolution; and
WHEREAS, the City further desires to provide certain covenants for the benefit of MBIA
Insurance Corporation ("MBIA") as the issuer of the Series 1998 Bond Insurance Policy and the
Series 1998 Reserve Policy (as such terms are defined in the Series 1998 Agency Resolution);
and
WHEREAS, the City further desires to authorize and approve the issuance of the Series
1998 Bonds by the Agency, in accordance with the requirements of the Act; and
WHEREAS, the City also desires to covenant to provide continuing disclosure in
connection with the Series 1998 Bonds in accordance with Securities and Exchange Commission
Rule 15c2-12 (the "Rule").
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NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
Section 1. The above recitals are incorporated herein as findings. All terms used in
capitalized form herein and not defmed shall have the meanings set forth in the Bond Resolution
(including the Series 1998 Agency Resolution) and the Supplemental Revenues Resolution.
Section 2. This Resolution is adopted pursuant to the Act and Chapter 166, Part II,
Florida Statutes, as amended, and other applicable provisions of law.
Section 3. In consideration of the acceptance of the Bonds by those who shall own the
same from time to time and the issuance of the Series 1998 Bond Insurance Policy and the Series
1998 Reserve Policy by MBIA, this Resolution shall be deemed to constitute a contract between
the City, MBIA and the owners of the Bonds and the covenants and agreements herein set forth
to be performed by the City shall be for the benefit, protection and security of MBIA and the
owners of any and all such Bonds, all of which Bonds shall be of equal rank and without
preference, priority or distinction of any of the Bonds over any other of the Bonds; provided,
however, that the covenants contained in Section 5 below shall be solely for the benefit of
MBIA.
Section 4. Subject to the release provisions of Section 7 of the Supplemental Revenues
Resolution, the City hereby confirms the pledge and application of Supplemental Revenues in
connection with Bonds issued under the Bond Resolution from time to time as provided in the
Supplemental Revenues Resolution.
Section 5. Subject to the release provisions of Section 7 of the Supplemental Revenues
Resolution, and solely for the benefit of MBIA:
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(a) the City agrees to comply with the covenants for the benefit of MBIA applicable
to the City contained in the Series 1998 Agency Resolution and the Series 1998
Insurance Agreement;
(b) the City agrees that its obligation to fund deficiencies in the Debt Service Reserve
Account from Supplemental Revenues pursuant to Section 5 of the Supplemental
Revenues Resolution includes the reimbursement of amounts due MBIA for
payments under the Series 1998 Reserve Policy in accordance with the provisions
of the Series 1998 Agency Resolution and the Series 1998 Insurance Agreement;
and
(c) the City pledges and grants a lien upon the Supplemental Revenues to MBIA,
subordinate to the lien thereon granted for the benefit of Bondholders, Credit
Providers and Liquidity Providers, in order to secure the payment obligations to
MBIA described in clause (b) above. The City's obligation to make the payments
described in (b) above and the pledge and lien granted under this clause (c) are
(i) a "subordinated obligation" under Section 304(G) of the Resort Tax Bond
Resolution junior, inferior and subordinate in all respects to the revenue bonds
issued by the City pursuant to the Resort Tax Bond Resolution as to lien on and
source and security for payment from the Resort Tax Revenues and in all other
respects and (ii) junior, inferior and subordinate in all respects to the Bonds and
any Supplemental Revenues Bonds as to lien on and source and security for
payment from the Supplemental Revenues and in all other respects. For purposes
of Chapter 41, Article VI, Section 41-68(e)(4) of the City Code and that certain
Interlocal Agreement entered into between the County, the City, the City of
Miami and the Village of Bal Harbour and the Greater Miami Convention and
Visitors Bureau, establishing a unified effort in the promotion and marketing of
conventions and convention sales in the County, as each may be amended from
time to time, the payment obligations of the City described in clause (b) above
constitute indebtedness of the City secured by the Resort Tax entitled to priority
over all payment obligations thereunder.
Section 6. In accordance with the requirements of Sections 163.358(3) and 163.385(1)
and (3) of the Act, the issuance by the Agency of (i) the Series 1998A Bonds, in the principal
amount not to exceed $40,000,000, and (ii) the Series 1998B Bonds, in the principal amount not
to exceed $10,000,000, under the provisions of the Bond Resolution, including the Series 1998
Agency Resolution, is hereby authorized and approved by the Mayor and City Commission of
the City.
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Section 7. For the benefit of the holders and beneficial owners from time to time of the
Series 1998 Bonds, the City agrees, in accordance with the Rule, to provide or cause to be
provided such annual financial information and operating data, financial statements and notices,
in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to
describe and specify certain terms of the City's continuing disclosure agreement, including
provisions for enforcement, amendment and termination, the City Finance Director (the "Finance
Director") is hereby authorized and directed to enter into, execute and deliver, in the name and
on behalf of the City, a Continuing Disclosure Agreement (the "Series 1998 Continuing
Disclosure Agreement") with the Agency and the Trustee, in substantially the form presented
at the meeting at which this Resolution was considered, subject to such changes, modifications,
insertions and omissions and such filling-in of blanks therein as may be determined and approved
by the Finance Director, after consultation with the City Attorney. The execution of the Series
1998 Continuing Disclosure Agreement, for and on behalf of the City by the Finance Director,
shall be deemed conclusive evidence of the City's approval of the Series 1998 Continuing
Disclosure Agreement. Notwithstanding any other provisions of the Bond Resolution, the
Supplemental Revenues Resolution or this Resolution, any failure by the City or the Agency to
comply with any provisions of the Series 1998 Continuing Disclosure Agreement shall not
constitute a default under the Bond Resolution, the Supplemental Revenues Resolution or
hereunder and the remedies therefor shall be solely as provided in the Series 1998 Continuing
Disclosure Agreement.
The Finance Director is further authorized and directed to establish procedures in order
to ensure compliance by the City with the Series 1998 Continuing Disclosure Agreement,
including the timely provision of information and notices. Prior to making any filing in
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accordance with such agreement, the Finance Director shall consult with, as appropriate, the
City Attorney or the City's bond counsel. The Finance Director, acting in the name and on
behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney
or the City's bond counsel in determining whether a filing should be made.
Section 8. Nothing in this resolution shall be construed as constituting a pledge of the
City's ad valorem taxing power or of its full faith and credit. The obligations of the City under
the Supplemental Revenues Resolution and hereunder shall be a limited obligation of the City
payable solely from the Supplemental Revenues pledged under the Supplemental Revenues
Resolution and hereunder.
Section 9. The officers and employees of the City are hereby authorized and directed
to take all other necessary actions and execute all necessary documents to carry out the
provisions of this Resolution and provide for the issuance of the Series 1998 Bonds by the
Agency.
Section 10. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 1 s t day of
July ,1998.
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Mayor
(SEAL)
ATT~T:
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CitY Clerk
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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7
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iY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
):\\cLmiam i-beach. fl. us
:ITY OF MIAMI BEACH
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO. Y <../ 1--9't
Mayor Neisen Kasdin and
Members of the City Commission
DATE: July 1, 1998
Sergio Rodriguez
City Manager
A RESOLU I OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, REGARDING A CERTAIN
GEOGRAPHIC AREA WITHIN THE CITY OF MIAMI BEACH CALLED
THE CITY CENTER /HISTORIC CONVENTION VILLAGE
REDEVELOPMENT AND BOUNDED ON THE EAST BY THE ATLANTIC
OCEAN, ON THE NORTH BY 24TH STREET, ON THE WEST BY WEST
A VENUE AND ON THE SOUTH BY 14TH LANE; CONFIRMING THE
PLEDGE FOR THE BENEFIT OF ALL BONDS (AS DEFINED HEREIN) OF
PROCEEDS OF THE RESORT TAX LEVIED BY THE CITY TO THE
EXTENT PROVIDED IN RESOLUTION NO. 94-21008 ADOPTED BY THE
CITY ON JANUARY 5, 1994; AUTHORIZING THE ISSUANCE BY THE
MIAMI BEACH REDEVELOPMENT AGENCY OF NOT MORE THAN
$40,000,000 TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE), AND NOT
MORE THAN $10,000,000 TAX INCREMENT REVENUE BONDS, SERIES
1998B (CITY CENTER/HISTORIC CONVENTION VILLAGE), IN
ACCORDANCE WITH THE REQUIREMENTS OF CHAPTER 163, PART
III, FLORIDA STATUTES, AS AMENDED; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH SAID SERIES 1998
BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2-12 AND AUTHORIZING THE FINANCE
DIRECTOR TO EXECUTE AND DELIVER AN AGREEMENT WITH
RESPECT THERETO; AND AUTHORIZING OFFICERS AND
EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION THEREWITH.
RECOMMENDATION
Adopt the Resolution.
FUNDING
The bonds are primarily payable from the Net Trust Fund Revenues received by the Miami Beach
Redevelopment Agency (the Agency) from the City Center/Historic Convention Village
Redevelopment and a portion of the resort tax received by the City.
AGENDA ITEM-B..J.K
DATE i-l-9..a
BACKGROUND
The Agency has previously issued two series of bonds: (1) $25,000,000 Tax Increment Bonds Series
1993; and (2) $37,500,000 Tax Increment Bonds, Series 1996A and $7,705,000 Tax Increment
Bonds, Series 1996B for the purpose of providing funds for the acquisition and clearing of certain
property and the construction of certain public improvements for, and related to, the Convention
Hotel(s). The Agency now intends to issue a third series of bonds in a principal amount not to
exceed $50,000,000.
ANAL YSIS
The purpose of these bonds will be to: reimburse the City for advances plus interest made to the
Agency; to pay for the acquisition of property for, and development of, certain portions of the
cultural center facilities to be located in the Redevelopment Area and to pay for additional public
improvements within the Redevelopment Area in accordance with the Redevelopment Plan. The
advances from the City were made pursuant to a line of credit, in the amount of $20,000,000,
authorized by the Mayor and Commission on November 20, 1996. The advances, totaling
$20,000,000, were used for the acquisition of property for the development of the Royal Palm
Crowne Plaza Hotel; the completion of development and construction of certain public areas of the
Loews Miami Beach Hotel; the completion of the development and construction of a public parking
garage within the Redevelopment Area and for the acquisition of property for, and development and
construction of, a portion of certain cultural center facilities within the Redevelopment Area.
In an effort to reduce the need for funds from the City's resort tax revenues, this financing has been
structured to provide three years of capitalized interest. We have aggressively pursued insurance for
this issue, (prior issues were not insured) and anticipate that this will help us achieve substantial
savings in annual interest costs as a result. Additionally, if possible, the structure will include the
use of a surety in lieu of a fully funded debt service reserve fund.
In addition, a copy of the Miami Beach Redevelopment Agency's Series 1998 Bond Resolution is
attached as Exhibit A, and a copy of the Continuing Disclosure Agreement is attached hereto as
Exhibit B.
CONCLUSION
It is recommended that the Mayor and Commission adopt the attached resolution authorizing: the
issuance by the Miami Beach Redevelopment Agency of not more than $50,000,000 Tax Increment
Revenue Bonds in accordance with Chapter 163, Part III, Florida Statutes; the Finance Director to
execute and deliver an agreement with respect thereto; and authorizing officers and employees of
the City to take all necessary actions in connection therewith.
') '~\j
S~-RDW
Attachment
EXHIBIT A
SERIES 1998 AGENCY RESOLUTION
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RESOLUTION NO.
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT
MORE THAN $40,000,000 IN PRINCIPAL AMOUNT OF MIAMI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS,
TAXABLE SERIES 1998A (CITY CENTER/HISTORIC CONVENTION
VILLAGE), AND NOT MORE THAN $10,000,000 IN PRINCIPAL AMOUNT
OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT
REVENUE BONDS, SERIES 1998B (CITY CENTER/HISTORIC
CONVENTION VILLAGE), FOR THE PURPOSE OF FUNDING CERTAIN
CAPITAL IMPROVEMENTS IN CONNECTION WITH THE AGENCY'S
REDEVELOPMENT PLAN FOR THE CITY CENTER/HISTORIC
CONVENTION VILLAGE REDEVELOPMENT AND REVITALIZATION
AREA, INCLUDING REPAYMENT OF A LOAN, FUNDING ANY
NECESSARY DEPOSIT TO THE DEBT SERVICE RESERVE ACCOUNT
AND PAYING COSTS OF ISSUANCE, ALL PURSUANT TO SECTION
304(H) OF RESOLUTION NO. 150-94 ADOPTED BY THE AGENCY ON
JANUARY 5, 1994; PROVIDING THAT SAID SERIES 1998 BONDS AND
INTEREST THEREON SHALL BE PAY ABLE SOLELY FROM PLEDGED
FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 1998 BONDS;
DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 1998 BONDS TO THE CHAIRMAN,
WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;
AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE
SERIES 1998 BONDS; AUTHORIZING THE NEGOTIATED SALE AND
AWARD BY THE CHAIRMAN OF THE SERIES 1998 BONDS TO THE
UNDERWRITERS, WITHIN THE LIMITATIONS AND RESTRICTIONS
STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE
CHAIRMAN TO EXECUTE AND DELIVER A BOND PURCHASE
AGREEMENT; APPROVING THE FORM OF AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE
OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINUING
DISCLOSURE IN CONNECTION WITH THE SERIES 1998 BONDS IN
ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE
15c2-12 AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE
AND DELIVER AN AGREEMENT WITH RESPECT THERETO; PROVIDING
FOR A CREDIT FACILITY FOR THE SERIES 1998 BONDS; PERMITTING
THE SATISFACTION OF ALL OR A PORTION OF THE RESERVE
ACCOUNT REQUIREMENT WITH A RESERVE ACCOUNT INSURANCE
POLICY AND APPROVING THE FORM OF AND AUTHORIZING THE
CHAIRMAN TO EXECUTE AND DELIVER AN INSURANCE AGREEMENT
WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE
PROVIDER OF SUCH CREDIT FACILITY AND/OR RESERVE ACCOUNT
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INSURANCE POLICY; AND AUTHORIZING OFFICERS AND EMPLOYEES
OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE SALE AND DELIVERY OF THE SERIES 1998
BONDS AND OTHER RELATED MA TIERS.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has heretofore
issued its (i) $25,000,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds,
Series 1993 (City Center/Historic Convention Village), (ii) $37,500,000 Miami Beach
Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1996A (City
Center/Historic Convention Village) and (Hi) $7,705,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Series 1996B (City Center/Historic Convention Village)
(collectively, the "Prior Bonds "), to fund the acquisition and clearing of certain property and the
construction of certain public improvements (collectively, the "Prior Projects") in connection
with the Agency's redevelopment plan (the "Redevelopment Plan") for that portion of the City
of Miami Beach, Florida (the "City") known as the "City Center/Historic Convention Village
Redevelopment and Revitalization Area" (the "Redevelopment Area"), said Prior Bonds having
been issued pursuant to Resolution No. 150-94, adopted by the Agency on January 5, 1994, as
supplemented (as amended and supplemented from time to time, the "Bond Resolution") and
Resolution No. 94-21008, adopted by the City on January 5, 1994, as supplemented; and
WHEREAS, the Agency now desires to finance the completion of the Prior Projects, the
acquisition and clearing of certain additional property and the development and construction of
certain additional public improvements in connection with the Redevelopment Plan, as more
particularly described in Exhibit A attached hereto and made a part hereof (collectively, the
"Series 1998 Redevelopment Project"), including repayment of a $20,000,000 interim loan from
the City to fund a portion of the Series 1998 Redevelopment Project (the "City Loan"); and
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WHEREAS, Section 304(H) of the Bond Resolution provides for the issuance of
additional parity bonds for the purpose of financing community redevelopment projects
undertaken by the Agency pursuant to the Redevelopment Plan within the Redevelopment Area
in accordance with the Act (as such term is defined in the Bond Resolution) ("Redevelopment
Projects"); and
WHEREAS, the Series 1998 Redevelopment Project constitutes a Redevelopment Project
under the Bond Resolution; and
WHEREAS, the Agency has determined that it is desirable to issue additional parity
bonds (collectively, the "Series 1998 Bonds") pursuant to the provisions of Section 304(H) of
the Bond Resolution and this Resolution for the purpose of providing funds, together with any
other available funds, to finance the Series 1998 Redevelopment Project, including repayment
of the City Loan, to fund any necessary deposit to the Debt Service Reserve Account (as defined
in the Bond Resolution) and to pay costs of issuance thereof; and
WHEREAS, the Taxable Bond Act of 1987, being Chapter 159, Part VII, Florida
Statutes, as amended (the "Taxable Bond Act"), provides for the issuance by governmental units,
including the Agency, of bonds the interest on which is not excludable from gross income for
federal income tax purposes; and
WHEREAS, as a result of the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), it is necessary to issue (i) a portion of the Series 1998 Bonds as bonds
the interest on which is not excludable from gross income for federal income tax purposes (the
"Series 1998A Bonds") and (ii) the balance of the Series 1998 Bonds as bonds the interest on
which is excludable from gross income for federal income tax purposes (the "Series 1998B
Bonds"); and
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WHEREAS, the Chairman and Members of the Agency (the "Commission") have
determined that it is in the best interest of the Agency to delegate to the Chairman the
determination of various terms of the Series 1998 Bonds and their sale and other actions in
connection with the issuance of the Series 1998 Bonds, all as provided and subject to the
limitations contained herein; and
WHEREAS, the Agency has determined that due to the character of the Series 1998
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
competitive bidding process and the recommendations of Dain Rauscher Incorporated, the
financial advisor to the Agency in connection with the issuance of the Series 1998 Bonds (the
"Financial Advisor"), it is in the best interest of the Agency to authorize the negotiated sale of
the Series 1998 Bonds; and
WHEREAS, based upon the recommendations of the Financial Advisor, the Agency has
further determined to secure two separate financial guaranty insurance policies guaranteeing the
scheduled payment of principal of and interest on the corresponding Series of the Series 1998
Bonds (collectively, the "Series 1998 Bond Insurance Policy") and to the extent so determined
by the Chairman in accordance with the provisions of this Resolution, a debt service reserve
fund surety bond for deposit to the credit of the Debt Service Reserve Account in satisfaction
of all or any portion of the Reserve Account Requirement (as defined in the Bond Resolution)
(the "Series 1998 Reserve Policy") from MBIA Insurance Corporation ("MBIA"); and
WHEREAS, each of the Series 1998 Bond Insurance Policy shall constitute a Credit
Facility under the Bond Resolution and, to the extent all or any portion of the Reserve Account
Requirement is satisfied with the Series 1998 Reserve Policy, the Series 1998 Reserve Policy
shall constitute a Reserve Account Insurance Policy under the Bond Resolution; and
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WHEREAS, the Commission has found and detennined that the issuance of the Series
1998 Bonds and the undertaking of the Series 1998 Redevelopment Project will serve a valid
public purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY:
Section 1. The above recitals are incorporated herein as findings. This Resolution
supplements the Bond Resolution. All tenns used in capitalized fonn herein and not defmed
shall have the meanings set forth in the Bond Resolution.
Section 2. Two Series of additional parity Bonds of the Agency are authorized to be
issued pursuant to Section 304(H) of the Bond Resolution and the authority granted to the
Agency by the Act, including with respect to the Series 1998A Bonds, the Taxable Act. The
Series 1998A Bonds shall be issued in a principal amount not to exceed $40,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
1998A (City Center/Historic Convention Village)" and shall be issued for the purpose of
providing funds, together with other available funds, to finance the portion of the Series 1998
Redevelopment Project described in Part I of Exhibit A (the "Series 1998A Redevelopment
Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof. The
Series 1998B Bonds shall be issued in a principal amount not to exceed $10,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 1998B
(City Center/Historic Convention Village)" and shall be issued for the purpose of providing
funds, together with other available funds, to finance the portion of the Series 1998
Redevelopment Project described in Part II of Exhibit A (the "Series 1998B Redevelopment
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Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof.
Each Series of the Series 1998 Bonds shall be issued in fully registered form as provided
in Section 202 of the Bond Resolution, shall be in the denominations of $5,000 or any integral
multiple thereof, and shall be dated and issued at such time, shall be in the form of Serial Bonds
and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such rates,
but not to exceed 8.50% per annum with respect to the Series 1998A Bonds and 6.50% per
annum with respect to the Series 1998B Bonds, shall be stated to mature, but not later than
December 31, 2022, as to any Term Bonds, shall have Amortization Requirements payable in
such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall
be specified in a certificate of the Chairman executed prior to or at the time of the sale of the
Series 1998 Bonds (the "Series 1998 Chairman's Certificate"). Term Bonds, if any, will be
callable at par with accrued interest, without premium, each year in amounts equal to the
respective Amortization Requirements therefor.
Section 3. In accordance with the provisions of the Bond Resolution, the Series 1998
Bonds shall be limited obligations of the Agency payable solely from the Pledged Funds which
are pledged to the payment thereof in the manner and to the extent provided in the Bond
Resolution, and nothing shall be construed as obligating the Agency or the City to pay the
principal, interest and premium, if any, thereon except from the Pledged Funds or as pledging
the full faith and credit of the Agency or the City or as obligating the Agency or the City,
directly or indirectly or contingently, to levy or pledge any form of taxation whatever therefor.
Section 4. It is hereby found and determined that due to the character of the Series 1998
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
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competitive bidding process and the recommendations of the Financial Advisor, the negotiated
sale of the Series 1998 Bonds is in the best interest of the Agency. The negotiated sale of the
Series 1998 Bonds to PaineWebber Incorporated (the "Senior Managing Underwriter") on behalf
of itself and Prudential Securities Incorporated and William R. Hough & Co. (collectively with
the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price
determined in such a fashion so that the total compensation to be derived by the Underwriters
in connection with the public offering of the Series 1998 Bonds will not exceed 2 % of the
aggregate principal amount thereof. The Chairman, after consultation with the Financial Advisor
and the Executive Director, is hereby authorized to award the Series 1998 Bonds to the
Underwriters at a price determined in accordance with the preceding sentence and as shall be
further set forth in the Series 1998 Bond Purchase Agreement (as hereinafter defmed). The
execution and delivery of the Series 1998 Bond Purchase Agreement for and on behalf of the
Agency by the Chairman shall be conclusive evidence of the Agency's acceptance of the
Underwriters' proposal to purchase the Series 1998 Bonds.
Section 5. The Chairman, after consultation with the Financial Advisor and the
Executive Director, with respect to each Series of Series 1998 Bonds, is hereby authorized to
determine the principal amount of Series 1998 Bonds to be issued, the date of the Series 1998
Bonds and the time of issuance thereof, the Interest Payment Dates therefor, the maturities and
dates upon which Amortization Requirements are payable, but not later than December 31, 2022,
the redemption features thereof and the principal amounts of the Serial Bond maturities and the
Term Bond Amortization Requirements, all of which shall be set forth in the Series 1998
Chairman's Certificate. The Chairman, after consultation with the Financial Advisor and the
Executive Director, is also hereby authorized to determine the interest rates for the Series 1998
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Bonds, which interest rates shall be set forth in the Series 1998 Chairman's Certificate and shall
not exceed the limits hereinabove set forth.
Section 6. The Commission hereby authorizes the Chairman to execute and deliver a
Bond Purchase Agreement for the Series 1998 Bonds (the "Series 1998 Bond Purchase
Agreement") for and on behalf of the Agency, in substantially the form presented at the meeting
at which this Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the
Chairman, after consultation with the Executive Director and General Counsel of the Agency.
The execution of the Series 1998 Bond Purchase Agreement for and on behalf of the Agency by
the Chairman shall be conclusive evidence of the Agency's approval of the Bond Purchase
Agreement. The Registrar is hereby authorized and directed to authenticate the Series 1998
Bonds and the Executive Director is hereby authorized to cause the Series 1998 Bonds to be
delivered to or upon the order of the Underwriters upon payment of the purchase price, as shall
be set forth in the Series 1998 Bond Purchase Agreement, and satisfaction of the conditions
contained in Section 304(H) of the Bond Resolution.
Section 7. The proposed Preliminary Official Statement (the "Series 1998 Preliminary
Official Statement") and Official Statement (the "Series 1998 Official Statement") in connection
with the issuance of the Series 1998 Bonds are hereby approved in substantially the form of the
Series 1998 Preliminary Official Statement presented at the meeting at which this Resolution was
considered, subject to such changes, modifications, insertions and omissions and such filling-in
of blanks therein as may be determined and approved by the Chairman, after consultation with
the Executive Director and General Counsel of the Agency. The execution of the Official
Statement, for and on behalf of the Agency by the Chairman shall be conclusive evidence of the
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Agency's approval of the Series 1998 Preliminary Official Statement and the Series 1998 Official
Statement. The distribution of said Series 1998 Preliminary Official Statement and Series 1998
Official Statement in connection with the marketing of the Series 1998 Bonds and the execution
and delivery of the Series 1998 Official Statement by the Chairman are hereby authorized. The
Chairman or his designee after consultation with the Executive Director and General Counsel
of the Agency, is hereby authorized to make any necessary certifications to the Underwriters
regarding a near final or deemed final Series 1998 Official Statement, if and to the extent
required by Rule 15c2-12 of the United States Securities and Exchange Commission (the
"Rule").
Section 8. The proceeds of each Series of the Series 1998 Bonds (including accrued
interest, if any) shall be applied as provided in Section 303(b) of the Bond Resolution and a
certificate of the Executive Director delivered concurrently with the issuance of the Series 1998
Bonds. With respect to each Series of the Series 1998 Bonds, there are hereby created accounts
within each of the Acquisition and Construction Fund and the Cost of Issuance Fund established
under the Bond Resolution designated as the "Series 1998A Account" and the "Series 1998B
Account". Proceeds of each Series of the Series 1998 Bonds for deposit to the credit of the
Acquisition and Construction Fund and the Cost of Issuance Fund shall be deposited in the
applicable accounts hereinabove created in accordance with clauses (2) and (4) of Section 303(b)
of the Bond Resolution and disbursed pursuant to Section 303 of the Bond Resolution.
Section 9. Upon issuance of the Series 1998 Bonds and solely for accounting purposes,
the Trustee is hereby authorized to establish separate subaccounts with respect to each Series of
Bonds Outstanding under the Bond Resolution within each account of the Sinking Fund in order
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to permit compliance with the arbitrage rebate requirements under the Code relating to each
Series of tax-exempt Bonds issued under the Bond Resolution.
Section 10. The Series 1998 Bonds shall be executed in the form and manner provided
in the Bond Resolution. The Series 1998 Bonds are hereby authorized to be issued initially in
book-entry form and registered in the name of The Depository Trust Company, New York, New
York ("DTC"), or its nominee which will act as securities depository for the Series 1998 Bonds.
The Executive Director is hereby authorized and directed to execute any necessary letters of
representations with DTC and, notwithstanding the provisions of the Bond Resolution, to do all
other things, comply with all requirements and execute all other such documents as are incidental
to such book-entry system. In the event a book-entry system for the Series 1998 Bonds ceases
to be in effect, the Series 1998 Bonds shall be issued in fully registered form without coupons.
Section 11. For the benefit of the holders and beneficial owners from time to time of
the Series 1998 Bonds, the Agency agrees, in accordance with the Rule, to provide or cause to
be provided such annual financial information and operating data, financial statements and
notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In
order to describe and specify certain terms of the Agency's continuing disclosure agreement,
including provisions for enforcement, amendment and termination, the Executive Director is
hereby authorized and directed to enter into, execute and deliver, in the name and on behalf of
the Agency, a Continuing Disclosure Agreement (the "Series 1998 Continuing Disclosure
Agreement") with the City and the Trustee, in substantially the form presented at the meeting
at which this Resolution was considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be determined and approved by the
Executive Director, after consultation with General Counsel of the Agency. The execution of
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the Series 1998 Continuing Disclosure Agreement, for and on behalf of the Agency by the
Executive Director, shall be deemed conclusive evidence of the Agency's approval of the Series
1998 Continuing Disclosure Agreement. Notwithstanding any other provisions of the Bond
Resolution or this Resolution, any failure by the Agency or the City to comply with any
provisions of the Series 1998 Continuing Disclosure Agreement shall not constitute a default
under the Bond Resolution and the remedies therefor shall be solely as provided in the Series
1998 Continuing Disclosure Agreement.
The Executive Director is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the Agency with the Series 1998
Continuing Disclosure Agreement, including the timely provision of information and notices.
Prior to making any filing in accordance with such agreement, the Executive Director shall
consult with, as appropriate, General Counsel of the Agency or the Agency's bond counsel. The
Executive Director, acting in the name and on behalf of the Agency, shall be entitled to rely
upon any legal advice provided by General Counsel of the Agency or the Agency's bond counsel
in determining whether a filing should be made.
Section 12. The Agency is hereby authorized to secure the Series 1998 Bond Insurance
Policy guaranteeing the scheduled payment of principal of and interest on the Series 1998 Bonds
and to pay the premiums with respect thereto. Each Series 1998 Bond Insurance Policy shall
constitute a Credit Facility under the Bond Resolution.
For so long as the Series 1998 Bond Insurance Policy is in effect and MBIA has not
defaulted in its obligations thereunder, and notwithstanding any provisions to the contrary
contained in the Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and
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the Holders of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the
benefit of MBIA, as follows:
(a) In connection with the issuance of additional parity Bonds under the Bond
Resolution, the Agency shall deliver to MBIA a copy of the disclosure document,
if any, circulated with respect to such additional parity Bonds.
(b) MBIA will be deemed the Bondholder of all Series 1998 Bonds under the Bond
Resolution, in lieu of the registered owners thereof, for purposes of (i) consenting
to the adoption of any supplemental resolution which requires the consent of
Bondholders pursuant to the Bond Resolution and (ii) exercising any rights and
remedies granted to the Bondholders of the Series 1998 Bonds under the Bond
Resolution upon the occurrence of a default thereunder; provided, however, that
MBIA shall not have the right to decrease the amount of principal or interest due
and owing on the Series 1998 Bonds or extend the dates of payment of
installments of principal of and interest on the Series 1998 Bonds.
(c) The Agency shall provide MBIA and Standard & Poor's Ratings Services
("S&P") with a copy of all supplemental resolutions adopted pursuant to the Bond
Resolution.
(d) Defeasance Obligations in connection with any defeasance of the Series 1998
Bonds shall be limited to:
1. U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series--" SLGS ").
2. Direct obligations of the Treasury which have been stripped by the
Treasury itself, CATS, TIGRS and similar securities.
3. The interest component of Resolution Funding Corp. securities
("REFCORP") which have been stripped by request to the Federal
Reserve Bank of New York in book entry fonn.
4. Pre-refunded municipal bonds rated "Aaa" by Moody's Investors Service,
Inc. ("Moody's") and "AAA" by S&P. If however, the issue is only rated
by S&P (Le., there is no Moody's rating), then the pre-refunded bonds
must have been pre-refunded with cash, direct U.S. or U.S. guaranteed
obligations, or AAA rated pre-refunded municipals.
5. Obligations issued by the following agencies which are backed by the full
faith and credit of the U. S. :
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a. u.s. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
(e) Permitted Investments under the Bond Resolution shall be limited to:
1. Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the
Treasury, and CATS and TGRS) or obligations the principal of and
interest on which are unconditionally guaranteed by the United States of
America.
2. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such
obligations are backed by the full faith and credit of the United States of
America (stripped securities only if they have been stripped by the agency
itself) :
a. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing: Bank
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d. Federal Housing Administration Debentures (FHA)
e. General Services Administration
Participation certificates
f. Government National Mortgage Association (GNMA or Ginnie
Mae)
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
g. U.S. Maritime Administration
Guaranteed Title XI financing
h. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
3. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S.
government agencies (stripped securities only if they have been stripped
by the agency itselt):
a. Federal Home Loan Bank System
Senior debt obligations
b. Federal Home Loan Mortgage C01l'oration (FHLMC or Freddie
Mac)
Participation Certificates
Senior debt obligations
c. Federal National Mortgage Association (FNMA or Fannie Mae)
Mortgage-backed securities and senior debt obligations
d. Student Loan Marketing Association (SLMA or Sallie Mae)
Senior debt obligations
e. Resolution Funding C01l'. (REFCORP) Obligations
f. Farm Credit System
Consolidated systemwide bonds and notes
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4. Money market funds registered under the Federal Investment Company
Act of 1940, whose shares are registered under the Federal Securities Act
of 1933, and having a rating by S&P of AAAm-G, AAAm, or Aam and
if rated by Moody's, having a rating by Moody's of Aaa, Aal or Aa2.
5. Certificates of deposit secured at all times by collateral described in (1)
and/or (2) above. Such certificates must be issued by commercial banks,
savings and loan associations or mutual savings banks. The collateral
must be held by a third party and the Bondholders must have a perfected
first security interest in the collateral.
6. Certificates of deposit, savings accounts, deposit accounts or money
market deposits which are fully insured by the Federal Deposit Insurance
Corporation.
7. Investment agreements acceptable to MBIA.
8. Commercial paper rated, at the time of purchase, "Prime-I" by Moody's
and "A-I" or better by S&P.
9. Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by
such agencies.
10. Federal funds or bankers acceptances with a maximum term of one year
of any bank which has an unsecured, uninsured and unguaranteed
obligation rating of "Prime-I" or "A3" or better by Moody's and "A-I"
or "A" or better by S&P.
11. Repurchase agreements for 30 days or less which satisfy the following
criteria or which exceed 30 days as are otherwise approved by MBIA:
1. Entered into by the Agency or the Trustee, as applicable, with:
a. Primary dealers on the Federal Reserve reporting dealer list
which are rated A or better by S&P and Moody's.
b. Banks rated "A" or above by S&P and Moody's.
2. The repurchase agreement includes the following:
a. Securities which are acceptable for transfer are:
(1) Direct U.S. government obligations, or
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(2) Federal agencies backed by the full faith and credit
of the U.S. government (and FNMA & FHLMC).
b. The term of the repurchase may be up to 30 days.
c. The collateral must be delivered to the Agency, the Trustee
or a third party acting as agent simultaneous with payment
(perfection by possession of certificated securities).
d. Valuation of collateral:
(1) The securities must be valued weekly marked-to-
market at current market price plus accrued interest;
and
(2) The value of collateral must be equal to 104 % of
the amount of cash transferred by the Agency or the
Trustee, as applicable, to the dealer bank or
security firm plus accrued interest. If the value of
securities held as collateral falls below 104% of the
value of the cash transferred by the Agency or the
Trustee, as applicable, then additional cash or
acceptable securities must be transferred by the
dealer bank or security firm. If, however, the
securities used as collateral are FNMA or FHLMC,
then the value of collateral must equal 105 % .
3. A legal opinion must be delivered to the Agency to the effect that
the repurchase agreement meets guidelines under State of Florida
law for legal investment of public funds.
12. Any State of Florida administered pool investment fund in which the City
is statutorily permitted or required to invest.
(t) Investments of moneys held under the Debt Service Reserve Account shall be
valued at fair market value, marked to market at least once per year and have
maturities not exceeding five (5) years except for investment agreements approved
by MBIA.
(g) The Trustee, the Paying Agent and the Registrar must each be a commercial bank
with trust powers.
(h) The Agency shall provide MBIA notice of the resignation or removal of the
Trustee, the Paying Agent or the Registrar and the appointment of a successor
thereto.
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(i) MBIA shall receive copies of all notices required to be delivered to Bondholders
of the Series 1998 Bonds under the Bond Resolution and, on an annual basis,
copies of the Agency's audited financial statements and annual budget.
(j) All notices required to be given to MBIA shall be in writing and shall be sent by
registered or certified mail addressed as follows:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management
(k) The Trustee shall, not later than the third business day preceding each payment
date on the Series 1998 Bonds, transfer from moneys on deposit in the applicable
Accounts to the Paying Agent the amounts necessary to pay the principal of and
interest on the Series 1998 Bonds. In the event that, on the second business day,
and again on the business day, prior to the payment date on the Series 1998
Bonds, the Paying Agent has not received sufficient moneys to pay all principal
of and interest on the Series 1998 Bonds due on the second following or
following, as the case may be, business day, the Paying Agent shall immediately
notify MBIA or its designee on the same business day by telephone or telecopy,
confirmed in writing by registered or certified mail, of the amount of the
deficiency. If the deficiency is made up in whole or in part prior to or on the
payment date, the Paying Agent shall so notify MBIA or its designee.
In addition, if the Paying Agent has notice that any Bondholder has been required
to disgorge payments of principal or interest on the Series 1998 Bonds to a trustee
in bankruptcy or creditors or other pursuant to a fmal judgment by a court of
competent jurisdiction that such payment constitutes a voidable preference to such
Bondholder within the meaning of any applicable bankruptcy laws, then the
Paying Agent shall notify MBIA or its designee of such fact by telephone or
telegraphic notice, confirmed in writing by registered or certified mail.
(1) The Paying Agent is hereby irrevocably designated, appointed, directed and
authorized to act as attorney-in-fact for Bondholders of the Series 1998 Bonds as
follows:
1. If and to the extent there is a deficiency in amounts required to pay
interest on the Series 1998 Bonds, the Paying Agent shall (a) execute and
deliver to State Street Bank and Trust Company, N .A., or its successors
under the Bond Insurance Policy (the "Insurance Paying Agent"), in form
satisfactory to the Insurance Paying Agent, an instrument appointing
MBIA as agent for such Bondholders in any legal proceeding related to
the payment of such interest and an assignment to MBIA of the claims for
interest to which such deficiency relates and which are paid by MBIA, (b)
receive as designee of the respective Bondholders (and not as Paying
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Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment from the Insurance Paying Agent with respect to the
claims for interest so assigned and (c) disburse the same to such respective
bondholders; and
2. If and to the extent of a deficiency in amounts required to pay principal
of the Series 1998 Bonds, the Paying Agent shall (a) execute and deliver
to the Insurance Paying Agent in form satisfactory to the Insurance Paying
Agent an instrument appointing MBIA as agent for such Bondholder in
any legal proceeding relating to the payment of such principal and
assignment to MBIA of any of the Series 1998 Bonds surrendered to the
Insurance Paying Agent of so much of the principal amount thereof as has
not previously been paid or for which moneys are not held by the Paying
Agent and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received),
(b) receive as designee of the respective Bondholders (and not as Paying
Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment therefor from the Insurance Paying Agent, and (c)
disburse the same to such Bondholders.
(m) Payments with respect to claims for interest on and principal of Series 1998
Bonds disbursed by the Paying Agent from proceeds of the Series 1998 Bond
Insurance Policy shall not be considered to discharge the obligation of the Agency
with respect to such Series 1998 Bonds, and MBIA shall become the owner of
such unpaid Series 1998 Bonds and claims for the interest in accordance with the
tensor of the assignment made to it under the provisions of this section or
otherwise.
(n) Irrespective of whether any such assignment is executed and delivered, the
Agency, the Trustee, the Paying Agent and the Registrar hereby agree for the
benefit of MBIA that:
1. They recognize that to the extent MBIA makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of
principal of or interest on the Series 1998 Bonds, MBIA will be
subrogated to the rights of such Bondholders to receive the amount of such
principal and interest from the Agency, with interest thereon as provided
and solely from the sources stated in the Bond Resolution and the Series
1998 Bonds; and
2. They will accordingly pay to MBIA the amount of such principal and
interest (including principal and interest recovered under subparagraph (ii)
of the first paragraph of the Series 1998 Bond Insurance Policy, which
principal and interest shall be deemed past due and not to have been paid),
with interest thereon as provided in the Bond Resolution and the Series
1998 Bonds, but only from the sources and in the manner provided in thei
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Bond Resolution for the payment of principal of and interest on the Series
1998 Bonds to Bondholders, and will otherwise treat MBIA as the owner
of such rights to the amount of such principal and interest.
Section 13. The Chairman, based upon the recommendations of the Financial Advisor,
is hereby authorized to determine to satisfy all or a portion of the Reserve Account Requirement
with the deposit of the Series 1998 Reserve Policy to the credit of the Debt Service Reserve
Account, to provide for the payment of the premium with respect thereto and, subject to the
provisions of the Bond Resolution, to apply any moneys released from the Debt Service Reserve
Account as a result of the deposit of the Series 1998 Reserve Policy therein, all as shall be
provided in the Series 1998 Chairman's Certificate. The Commission hereby approves the form
of a Financial Guaranty Agreement to be entered into between the Agency and MBIA to the
extent the Series 1998 Reserve Policy is deposited to the credit of the Debt Service Reserve
Account (the "Series 1998 Insurance Agreement"), a copy of which draft form of Series 1998
Insurance Agreement has been presented at the meeting at which this Series Resolution was
considered. To the extent applicable, the Chairman is hereby authorized to execute the Series
1998 Insurance Agreement in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and omissions and
such filling-in of blanks therein as may be necessary to secure delivery of the Series 1998
Reserve Policy. The execution and delivery by the Chairman of the Series 1998 Insurance
Agreement for and on behalf of the Agency shall be conclusive evidence of the Agency's
approval of the Series 1998 Insurance Agreement.
For so long as the Series 1998 Reserve Policy is in effect and MBIA has not defaulted
in its obligations thereunder, and notwithstanding any provisions to the contrary contained in the
Bond Resolution, the Agency ~ the Trustee, the Paying Agent, the Registrar and the Holders of
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the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) A Reserve Account Insurance Policy or Reserve Account Letter of Credit shall
be limited to (i) those facilities issued by an insurance company rated in the
highest rating category by Moody's and S&P and, if rated by A.M. Best &
Company, rated in the highest rating category by A.M. Best & Company or (ii)
such other facilities authorized under the Bond Resolution and approved by
MBIA.
(b) Net Trust Fund Revenues shall be applied under the prOVIsIons of Section
304(D)(3) of the Bond Resolution and Supplemental Revenues shall be applied
under the provisions of the Supplemental Revenues Resolution first, to reimburse
MBIA for any payments made under the Series 1998 Reserve Policy, thereby
reinstating the Series 1998 Reserve Policy, and second, for deposit with the
Trustee of any cash required to be deposited in the Debt Service Reserve Account
after taking into account the amounts available under all Reserve Account
Insurance Policies and/or Reserve Account Letters of Credit, including the Series
1998 Reserve Policy; provided, however, that if reimbursements are also due to
issuers of other Reserve Account Insurance Policies or Reserve Account Letters
of Credit, the reimbursements to MBIA and such other providers shall be paid on
a pro-rata basis.
(c) The Paying Agent shall deliver a "Demand for Payment" in the form attached to
the Series 1998 Reserve Policy at least three days prior to the date on which
funds are required.
(d) The Paying Agent shall maintain adequate records, verified with MBIA, as to the
amount available to be drawn at any given time under the Series 1998 Reserve
Policy.
In addition, so long as amounts are due and owing to MBIA under the Series 1998
Insurance Agreement, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders
of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) The Agency hereby pledges and grants a lien upon the Pledged Funds,
subordinate to the lien thereon granted for the benefit of Bondholders, Credit
Providers and Liquidity Providers under the provisions of the Bond Resolution,
in order to secure the Agency's payment obligations under the Series 1998
Insurance Agreement. Such payment obligations under the Series 1998 Insurance
Agreement are junior, inferior and subordinate in all respects to the Bonds as to
20
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lien on and source and security for payment from the Pledged Funds and in all
other respects.
(b) The Bond Resolution shall not be discharged until all amounts due and payable
to MBIA have been paid in full or provision for their payment in full has been
made.
(c) The Agency shall maintain adequate records, verified by MBIA, as to the
amounts paid and owing to MBIA under the terms of the Series 1998 Insurance
Agreement.
(d) The Agency shall not optionally redeem any Bonds or apply Net Trust Fund
Revenues pursuant to Section 304(D)(5) of the Bond Resolution, other than for
the payments required in clauses (1) through (4) of said Section 304(D), unless
the Agency is current in all of its payment obligations under the Series 1998
Insurance Agreement.
Section 14. The officers, agents and employees of the Agency, Trustee, Registrar and
Paying Agent are hereby authorized and directed to do all acts and things required of them by
the provisions of the Series 1998 Bonds, the Bond Resolution, the Series 1998 Bond Purchase
Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond Insurance
Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution, for the full, punctual and complete performance of all the terms, covenants,
provisions and agreements of the Series 1998 Bonds, the Bond Resolution, the Series 1998 Bond
Purchase Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond
Insurance Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution.
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Section 15. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this _ day of
, 1998.
Chairman
(Seal)
Attest:
Secretary
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EXHIBIT A
PART I
SERIES 1998A REDEVELOPMENT PROJECT
1. Completion of development and construction of certain public areas of the Loews
Miami Beach Hotel located in the Redevelopment Area at 1601 Collins Avenue.
2. Completion of development and construction of a public parking garage located
in the Redevelopment Area between Washington Avenue and Collins Avenue
proximate to 16th Street.
3. Acquisition of property for the development and construction of the Royal Palm
Crowne Plaza Resort Hotel to be located in the Redevelopment Area at 15th
Street and Collins Avenue.
4. Acquisition of property for and development and construction of a portion of the
cultural center facilities to be located in the Redevelopment Area between 20th
Street and 23rd Street, proximate to Collins A venue, consisting of Collins Park,
a regional library facility, the Miami City Ballet building and a public parking
garage.
PART II
SERIES 1998B REDEVELOPMENT PROJECT
1. Acquisition of property for and development and construction of a portion of the
cultural center facilities to be located in the Redevelopment Area between 20th
Street and 23rd Street, proximate to Collins A venue, consisting of Collins Park,
a regional library facility, the Miami City Ballet building and a public parking
garage.
2. Additional public improvements which the Agency by resolution determines to
undertake within the Redevelopment Area in accordance with the Redevelopment
Plan and which may be funded from proceeds of bonds the interest on which is
excludable from gross income for federal income tax purposes.
DOA: [04548.DOCS.MIA 180298]AUTH-RESO-3
EXHIBIT A
RESOLUTION NO.
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT
MORE THAN $40,000,000 IN PRINCIPAL AMOUNT OF MIAMI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS,
TAXABLE SERIES 1998A (CITY CENTER/HISTORIC CONVENTION
VILLAGE), AND NOT MORE THAN $10,000,000 IN PRINCIPAL AMOUNT
OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT
REVENUE BONDS, SERIES 1998B (CITY CENTER/HISTORIC
CONVENTION VILLAGE), FOR THE PURPOSE OF FUNDING CERTAIN
CAPITAL IMPROVEMENTS IN CONNECTION WITH THE AGENCY'S
REDEVELOPMENT PLAN FOR THE CITY CENTER/HISTORIC
CONVENTION VILLAGE REDEVELOPMENT AND REVITAUZATION
AREA, INCLUDING REF A YMENT OF A LOAN, FUNDING ANY
NECESSARY DEPOSIT TO THE DEBT SERVICE RESERVE ACCOUNT
AND PAYING COSTS OF ISSUANCE, ALL PURSUANT TO SECTION
304(H) OF RESOLUTION NO. 150-94 ADOPTED BY THE AGENCY ON
JANUARY 5, 1994; PROVIDING THAT SAID SERIES 1998 BONDS AND
INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED
FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 1998 BONDS;
DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 1998 BONDS TO THE CHAIRMAN,
WITHIN THE UMITATIONS AND RESTRICTIONS STATED HEREIN;
AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE
SERIES 1998 BONDS; AUTHORIZING THE NEGOTIATED SALE AND
AWARD BY THE CHAIRMAN OF THE SERIES 1998 BONDS TO THE
UNDERWRITERS, WITHIN THE UMITATIONS AND RESTRICTIONS
STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE
CHAIRMAN TO EXECUTE AND DEUVER A BOND PURCHASE
AGREEMENT; APPROVING THE FORM OF AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION AND DEUVERY OF THE
OFFICIAL STATEMENT; COVENANTING TO PROVIDE CONTINillNG
DISCLOSURE IN CONNECTION WITH THE SERIES 1998 BONDS IN
ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE
15c2-12 AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE
AND DEllVERAN AGREEMENT WITH RESPECT THERETO; PROVIDING
FOR A CREDIT FACIllTY FOR THE SERIES 1998 BONDS; PERMIlTING
THE SATISFACTION OF ALL OR A PORTION OF THE RESERVE
ACCOUNT REQillREMENT WITH A RESERVE ACCOUNT INSURANCE
POllCY AND APPROVING THE FORM OF AND AUTHORIZING THE
CHAIRMAN TO EXECUTE AND DEllVER AN INSURANCE AGREEMENT
WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE
PROVIDER OF SUCH CREDIT FACILITY AND/OR RESERVE ACCOUNT
DOA: [04548.00CS.MlA 180298]A UTH-RESO-3
INSURANCE POllCY; AND AUTHORIZING OFFICERS AND EMPLOYEES
OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE SALE AND DELIVERY OF THE SERIES 1998
BONDS AND OTHER RELATED MA TIERS.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has heretofore
issued its (i) $25,000,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds,
Series 1993 (City Center/Historic Convention Village), (ii) $37,500,000 Miami Beach
Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1996A (City
Center/Historic Convention Village) and (iii) $7,705,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Series 1996B (City Center/Historic Convention Village)
(collectively, the "Prior Bonds "), to fund the acquisition and clearing of certain property and the
construction of certain public improvements (collectively, the "Prior Projects") in connection
with the Agency's redevelopment plan (the "Redevelopment Plan") for that portion of the City
of Miami Beach, Florida (the "City") known as the "City Center/Historic Convention Village
Redevelopment and Revitalization Area" (the "Redevelopment Area"), said Prior Bonds having
been issued pursuant to Resolution No. 150-94, adopted by the Agency on January 5, 1994, as
supplemented (as amended and supplemented from time to time, the "Bond Resolution") and
Resolution No. 94-21008, adopted by the City on January 5, 1994, as supplemented; and
WHEREAS, the Agency now desires to fInance the completion of the Prior Projects, the
acquisition and clearing of certain additional property and the development and construction of
certain additional public improvements in connection with the Redevelopment Plan, as more
particularly described in Exhibit A attached hereto and made a part hereof (collectively, the
"Series 1998 Redevelopment Project"), including repayment of a $20,000,000 interim loan from
the City to fund a portion of the Series 1998 Redevelopment Project (the "City Loan"); and
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DOA:[04S48.DOCS.MIA18(298)AUTH-RESO-3
WHEREAS, Section 304(H) of the Bond Resolution provides for the issuance of
additional parity bonds for the purpose of fInancing community redevelopment projects
undertaken by the Agency pursuant to the Redevelopment Plan within the Redevelopment Area
in accordance with the Act (as such term is defIned in the Bond Resolution) ("Redevelopment
Projects"); and
WHEREAS, the Series 1998 Redevelopment Project constitutes a Redevelopment Project
under the Bond Resolution; and
WHEREAS, the Agency has determined that it is desirable to issue additional parity
bonds (collectively, the "Series 1998 Bonds") pursuant to the provisions of Section 304(H) of
the Bond Resolution and this Resolution for the purpose of providing funds, together with any
other available funds, to fInance the Series 1998 Redevelopment Project, including repayment
of the City Loan, to fund any necessary deposit to the Debt Service Reserve Account (as dermed
in the Bond Resolution) and to pay costs of issuance thereof; and
WHEREAS, the Taxable Bond Act of 1987, being Chapter 159, Part VII, Florida
Statutes, as amended (the "Taxable Bond Act"), provides for the issuance by governmental units,
including the Agency, of bonds the interest on which is not excludable from gross income for
federal income tax purposes; and
WHEREAS, as a result of the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), it is necessary to isme (i) a portion of the Series 1998 Bonds as bonds
the interest on which is not excludable from gross income for federal income tax purposes (the
"Series 1998A Bonds") and (ii) the balance of the Series 1998 Bonds as bonds the interest on
which is excludable from gross income for federal income tax purposes (the "Series 1998B
Bonds"); and
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DOA:[04S48.DOCS.MIA18(298)AUTH-RESO-3
WHEREAS, the Chairman and Members of the Agency (the "Commission") have
determined that it is in the best interest of the Agency to delegate to the Chairman the
determination of various terms of the Series 1998 Bonds and their sale and other actions in
connection with the issuance of the Series 1998 Bonds, all as provided and subject to the
limitations contained herein; and
WHEREAS, the Agency has determined that due to the character of the Series 1998
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
competitive bidding process and the recommendations of Dain Rauscher Incorporated, the
rmancial advisor to the Agency in connection with the issuance of the Series 1998 Bonds (the
"Financial Advisor"), it is in the best interest of the Agency to authorize the negotiated sale of
the Series 1998 Bonds; and
WHEREAS, based upon the recommendations of the Financial Advisor, the Agency has
further determined to secure two separate rmancial guaranty insurance policies guaranteeing the
scheduled payment of principal of and interest on the corresponding Series of the Series 1998
Bonds (collectively, the "Series 1998 Bond Insurance Policy") and to the extent so determined
by the Chairman in accordance with the provisions of this Resolution, a debt service reserve
fund surety bond for deposit to the credit of the Debt Service Reserve Account in satisfaction
of all or any portion of the Reserve Account Requirement (as dermed in the Bond Resolution)
(the "Series 1998 Reserve Policy") from MBIA Insurance Corporation ("MBIA"); and
WHEREAS, each of the Series 1998 Bond Insurance Policy shall constitute a Credit
Facility under the Bond Resolution and, to the extent all or any portion of the Reserve Account
Requirement is satisfied with the Series 1998 Reserve Policy, the Series 1998 Reserve Policy
shall constitute a Reserve Account Insurance Policy under the Bond Resolution; and
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DOA:[04S48.DOCS.MIAI80298]AUTH-RESO-3
WHEREAS, the Commission has found and determined that the issuance of the Series
1998 Bonds and the undertaking of the Series 1998 Redevelopment Project will serve a valid
public purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY:
Section 1. The above recitals are incorporated herein as rmdings. This Resolution
supplements the Bond Resolution. All terms used in capitalized form herein and not dermed
shall have the meanings set forth in the Bond Resolution.
Section 2. Two Series of additional parity Bonds of the Agency are authorized to be
issued pursuant to Section 304(H) of the Bond Resolution and the authority granted to the
Agency by the Act, including with respect to the Series 1998A Bonds, the Taxable Act. The
Series 1998A Bonds shall be issued in a principal amount not to exceed $40,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
1998A (City Center/Historic Convention Village)" and shall be issued for the purpose of
providing funds, together with other available funds, to fInance the portion of the Series 1998
Redevelopment Project described in Part I of Exhibit A (the "Series 1998A Redevelopment
Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof. The
Series 1998B Bonds shall be issued in a principal amount not to exceed $10,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 1998B
(City Center/Historic Convention Village)" and shall be issued for the purpose of providing
funds, together with other available funds, to rmance the portion of the Series 1998
Redevelopment Project described in Part II of Exhibit A (the "Series 1998B Redevelopment
5
DOA:(04S48.DOCS .MIA180298]AUTH-RESO-3
Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof.
Each Series of the Series 1998 Bonds shall be issued in fully registered form as provided
in Section 202 of the Bond Resolution, shall be in the denominations of $5,000 or any integral
multiple thereof, and shall be dated and issued at such time, shall be in the form of Serial Bonds
and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such rates,
but not to exceed 8.50% per annum with respect to the Series 1998A Bonds and 6.50% per
annum with respect to the Series 1998B Bonds, shall be stated to mature, but not later than
December 31, 2022, as to any Term Bonds, shall have Amortization Requirements payable in
such amounts and on such dates, and shall be subject to redemption prior to maturity, all as shall
be specifIed in a certifIcate of the Chairman executed prior to or at the time of the sale of the
Series 1998 Bonds (the "Series 1998 Chairman's CertifIcate"). Term Bonds, if any, will be
callable at par with accrued interest, without premium, each year in amounts equal to the
respective Amortization Requirements therefor.
Section 3. In accordance with the provisions of the Bond Resolution, the Series 1998
Bonds shall be limited obligations of the Agency payable solely from the Pledged Funds which
are pledged to the payment thereof in the manner and to the extent provided in the Bond
Resolution, and nothing shall be construed as obligating the Agency or the City to pay the
principal, interest and premium, if any, thereon except from the~Pledged Funds or as pledging
the full faith and credit of the Agency or the City or as obligating the Agency or the City,
directly or indirectly or contingently, to levy or pledge any form of taxation whatever therefor.
Section 4. It is hereby found and determined that due to the character of the Series 1998
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
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DOA: [04S48.DOCS.MIA 180298]AUTH-RESO-3
competitive bidding process and the recommendations of the Financial Advisor, the negotiated
sale of the Series 1998 Bonds is in the best interest of the Agency. The negotiated sale of the
Series 1998 Bonds to PaineWebber Incorporated (the "Senior Managing Underwriter") on behalf
of itself and Prudential Securities Incorporated and William R. Hough & Co. (collectively with
the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price
determined in such a fashion so that the total compensation to be derived by the Underwriters
in connection with the public offering of the Series 1998 Bonds will not exceed 2 % of the
aggregate principal amount thereof. The Chairman, after consultation with the Financial Advisor
and the Executive Director, is hereby authorized to award the Series 1998 Bonds to the
Underwriters at a price determined in accordance with the preceding sentence and as shall be
further set forth in the Series 1998 Bond Purchase Agreement (as hereinafter dermed). The
execution and delivery of the Series 1998 Bond Purchase Agreement for and on behalf of the
Agency by the Chairman shall be conclusive evidence of the Agency's acceptance of the
Underwriters' proposal to purchase the Series 1998 Bonds.
Section 5. The Chairman, after consultation with the Financial Advisor and the
Executive Director, with respect to each Series of Series 1998 Bonds, is hereby authorized to
determine the principal amount of Series 1998 Bonds to be issued, the date of the Series 1998
Bonds and the time of issuance thereof, the Interest Payment Dates therefor, the maturities and
dates upon which Amortization Requirements are payable, but not later than December 31, 2022,
the redemption features thereof and the principal amounts of the Serial Bond maturities and the
Term Bond Amortization Requirements, all of which shall be set forth in the Series 1998
Chairman's CertifIcate. The Chairman, after consultation with the Financial Advisor and the
Executive Director, is also hereby authorized to determine the interest rates for the Series 1998
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DOA:(04S48.DOCS.MIA180298)AUTH-RESO-3
Bonds, which interest rates shall be set forth in the Series 1998 Chairman's CertifIcate and shall
not exceed the limits hereinabove set forth.
Section 6. The Commission hereby authorizes the Chairman to execute and deliver a
Bond Purchase Agreement for the Series 1998 Bonds (the "Series 1998 Bond Purchase
Agreement") for and on behalf of the Agency, in substantially the form presented at the meeting
at which this Resolution was considered, subject to such changes, modifIcations, insertions and
omissions and such fIlling-in of blanks therein as may be determined and approved by the
Chairman, after consultation with the Executive Director and General Counsel of the Agency.
The execution of the Series 1998 Bond Purchase Agreement for and on behalf of the Agency by
the Chairman shall be conclusive evidence of the Agency's approval of the Bond Purchase
Agreement. The Registrar is hereby authorized and directed to authenticate the Series 1998
Bonds and the Executive Director is hereby authorized to cause the Series 1998 Bonds to be
delivered to or upon the order of the Underwriters upon payment of the purchase price, as shall
be set forth in the Series 1998 Bond Purchase Agreement, and satisfaction of the conditions
contained in Section 304(H) of the Bond Resolution.
Section 7. The proposed Preliminary OffIcial Statement (the "Series 1998 Preliminary
OffIcial Statement") and Official Statement (the "Series 1998 Official Statement") in connection
with the issuance of the Series 1998 Bonds are hereby approved in substantially the form of the
Series 1998 Preliminary Official Statement presented at the meeting at which this Resolution was
considered, subject to such changes, modifIcations, insertions and omissions and such fIlling-in
of blanks therein as may be determined and approved by the Chairman, after consultation with
the Executive Director and General Counsel of the Agency. The execution of the OffIcial
Statement, for and on behalf of the Agency by the Chairman shall be conclusive evidence of the
8
DOA:[04S48.DOCS.MIA 180298]AUTH-RESO-3
Agency's approval of the Series 1998 Preliminary OffIcial Statement and the Series 1998 OffIcial
Statement. The distribution of said Series 1998 Preliminary OffIcial Statement and Series 1998
OffIcial Statement in connection with the marketing of the Series 1998 Bonds and the execution
and delivery of the Series 1998 OffIcial Statement by the Chairman are hereby authorized. The
Chairman or his designee after consultation with the Executive Director and General Counsel
of the Agency, is hereby authorized to make any necessary certifIcations to the Underwriters
regarding a near fInal or deemed rmal Series 1998 Official Statement, if and to the extent
required by Rule 15c2-12 of the United States Securities and Exchange Commission (the
"Rule").
Section 8. The proceeds of each Series of the Series 1998 Bonds (including accrued
interest, if any) shall be applied as provided in Section 303(b) of the Bond Resolution and a
certificate of the Executive Director delivered concurrently with the issuance of the Series 1998
Bonds. With respect to each Series of the Series 1998 Bonds, there are hereby created accounts
within each of the Acquisition and Construction Fund and the Cost of Issuance Fund established
under the Bond Resolution designated as the "Series 1998A Account" and the "Series 1998B
Account". Proceeds of each Series of the Series 1998 Bonds for deposit to the credit of the
Acquisition and Construction Fund and the Cost of Issuance Fund shall be deposited in the
applicable accounts hereinabove created in accordance with clauses (2) and (4) of Section 303(b)
of the Bond Resolution and disbursed pursuant to Section 303 of the Bond Resolution.
Section 9. Upon issuance of the Series 1998 Bonds and solely for accounting purposes,
the Trustee is hereby authorized to establish separate subaccounts with respect to each Series of
Bonds Outstanding under the Bond Resolution within each account of the Sinking Fund in order
9
DOA: (04S48. DOCS .MIA180298]AUTH-RESO-3
to permit compliance with the arbitrage rebate requirements under the Code relating to each
Series of tax-exempt Bonds issued under the Bond Resolution.
Section 10. The Series 1998 Bonds shall be executed in the form and manner provided
in the Bond Resolution. The Series 1998 Bonds are hereby authorized to be issued initially in
book-entry form and registered in the name of The Depository Trust Company, New York, New
York ("DTC"), or its nominee which will act as securities depository for the Series 1998 Bonds.
The Executive Director is hereby authorized and directed to execute any necessary letters of
representations with DTC and, notwithstanding the provisions of the Bond Resolution, to do all
other things, comply with all requirements and execute all other such documents as are incidental
to such book-entry system. In the event a book-entry system for the Series 1998 Bonds ceases
to be in effect, the Series 1998 Bonds shall be issued in fully registered form without coupons.
Section 11. For the benefit of the holders and beneficial owners from time to time of
the Series 1998 Bonds, the Agency agrees, in accordance with the Rule, to provide or cause to
be provided such annual rmancial information and operating data, rmancial statements and
notices, in such manner, as may be required for purposes of paragraph (b)(S) of the Rule. In
order to describe and specify certain terms of the Agency's continuing disclosure agreement,
including provisions for enforcement, amendment and termination, the Executive Director is
hereby authorized and directed to enter into, execute and deliver, in the name and on behalf of
the Agency, a Continuing Disclosure Agreement (the "Series 1998 Continuing Disclosure
Agreement") with the City and the Trustee, in substantially the form presented at the meeting
at which this Resolution was considered, subject to such changes, modifications, insertions and
omissions and such fIlling-in of blanks therein as may be determined and approved by the
Executive Director, after consultation with General Counsel of the Agency. The execution of
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DOA:[04S48.DOCS.MIAI80298]AUTH-RESO-3
the Series 1998 Continuing Disclosure Agreement, for and on behalf of the Agency by the
Executive Director, shall be deemed conclusive evidence of the Agency's approval of the Series
1998 Continuing Disclosure Agreement. Notwithstanding any other provisions of the Bond
Resolution or this Resolution, any failure by the Agency or the City to comply with any
provisions of the Series 1998 Continuing Disclosure Agreement shall not constitute a default
under the Bond Resolution and the remedies therefor shall be solely as provided in the Series
1998 Continuing Disclosure Agreement.
The Executive Director is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the Agency with the Series 1998
Continuing Disclosure Agreement, including the timely provision of information and notices.
Prior to making any fIling in accordance with such agreement, the Executive Director shall
consult with, as appropriate, General Counsel of the Agency or the Agency's bond counsel. The
Executive Director, acting in the name and on behalf of the Agency, shall be entitled to rely
upon any legal advice provided by General Counsel of the Agency or the Agency's bond counsel
in determining whether a fIling should be made.
Section 12. The Agency is hereby authorized to secure the Series 1998 Bond Insurance
Policy guaranteeing the scheduled payment of principal of and interest on the Series 1998 Bonds
and to pay the premiums with respect thereto. Each Series 1998 Bond Insurance Policy shall
constitute a Credit Facility under the Bond Resolution.
For so long as the Series 1998 Bond Insurance Policy is in effect and MBIA has not
defaulted in its obligations thereunder, and notwithstanding any provisions to the contrary
contained in the Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and
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DOA:[04S48.DOCS.MIA180298]AUTH-RESO-3
the Holders of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the
benefit of MBIA, as follows:
(a) In connection with the issuance of additional parity Bonds under the Bond
Resolution, the Agency shall deliver to MBIA a copy of the disclosure document,
if any, circulated with respect to such additional parity Bonds.
(b) MBIA will be deemed the Bondholder of all Series 1998 Bonds under the Bond
Resolution, in lieu of the registered owners thereof, for purposes of (i) consenting
to the adoption of any supplemental resolution which requires the consent of
Bondholders pursuant to the Bond Resolution and (ii) exercising any rights and
remedies granted to the Bondholders of the Series 1998 Bonds under the Bond
Resolution upon the occurrence of a default thereunder; provided, however, that
MBIA shall not have the right to decrease the amount of principal or interest due
and owing on the Series 1998 Bonds or extend the dates of payment of
installments of principal of and interest on the Series 1998 Bonds.
(c) The Agency shall provide MBIA and Standard & Poor's Ratings Services
("S&P") with a copy of all supplemental resolutions adopted pursuant to the Bond
Resolution.
(d) Defeasance Obligations in connection with any defeasance of the Series 1998
Bonds shall be limited to:
1. U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series--" SLGS ").
2. Direct obligations of the Treasury which have been stripped by the
Treasury itself, CATS, TIGRS and similar securities.
3. The interest component of Resolution Funding Corp. securities
("REFCORP") which have been stripped by request to the Federal
Reserve Bank of New York in book entry form.
4. Pre-refunded municipal bonds rated "Aaa" by Moody's Investors Service,
Inc. ("Moody's") and "AAA" by S&P. If however, the issue is only rated
by S&P (Le., there is no Moody's rating), then the pre-refunded bonds
must have been pre-refunded with cash, direct U.S. or U.S. guaranteed
obligations, or AAA rated pre-refunded municipals.
5. Obligations issued by the following agencies which are backed by the full
faith and credit of the U. S. :
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DOA:[04S48.DOCS.MIA18(298)A UTH-RESO-3
a. U.S. Export-Imoort Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f. U.S. De\>artment of Housimz and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
(e) Permitted Investments under the Bond Resolution shall be limited to:
1. Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the
Treasury, and CATS and TGRS) or obligations the principal of and
interest on which are unconditionally guaranteed by the United States of
America.
2. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such
obligations are backed by the full faith and credit of the United States of
America (stripped securities only if they have been stripped by the agency
itself) :
a. U.S. Export-Iml'ort Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financine Bank
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DOA: [04S48.DOCS .MIAl8(298)A UTH-RESO-3
d. Federal Housine Administration Debentures (FHA)
e. General Services Administration
Participation certificates
f. Government National Mortgaee Association (GNMA or Ginnie
Mae)
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
g. U. S. Maritime Administration
Guaranteed Title XI rmancing
h. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
3. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S.
government agencies (stripped securities only if they have been stripped
by the agency itselt):
a. Federal Home Loan Bank System
Senior debt obligations
b. Federal Home Loan Mortgage Comoration (FHLMC or Freddie
Mac)
Participation Certificates
Senior debt obligations
c. Federal National Mortgage Association (FNMA or Fannie Mae)
Mortgage-backed securities and senior debt obligations
d. Student Loan Marketine Association (SLMA or Sallie Mae)
Senior debt obligations
e. Resolution Funding COIl>. (REFCORP) Obligations
f. Farm Credit System
Consolidated systemwide bonds and notes
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DOA:[04S48.DOCS . MIA 180298]A UTH-RESO-3
4. Money market funds registered under the Federal Investment Company
Act of 1940, whose shares are registered under the Federal Securities Act
of 1933, and having a rating by S&P of AAAm-G, AAAm, or Aam and
if rated by Moody's, having a rating by Moody's of Aaa, Aal or Aa2.
5. Certificates of deposit secured at all times by collateral described in (1)
and/or (2) above. Such certificates must be issued by commercial banks,
savings and loan associations or mutual savings banks. The collateral
must be held by a third party and the Bondholders must have a perfected
fIrst security interest in the collateral.
6. Certificates of deposit, savings accounts, deposit accounts or money
market deposits which are fully insured by the Federal Deposit Insurance
Corporation.
7. Investment agreements acceptable to MBIA.
8. Commercial paper rated, at the time of purchase, "Prime-I" by Moody's
and "A-I" or better by S&P.
9. Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by
such agencies.
10. Federal funds or bankers acceptances with a maximum term of one year
of any bank which has an unsecured, uninsured and unguaranteed
obligation rating of "Prime-I" or "A3" or better by Moody's and "A-I"
or "A" or better by S&P.
11. Repurchase agreements for 30 days or less which satisfy the following
criteria or which exceed 30 days as are otherwise approved by MBIA:
1. Entered into by the Agency or the Trustee, as applicable, with:
a. Primary dealers on the Federal Reserve reporting dealer list
which are rated A or better by S&P and Moody's.
b. Banks rated "A" or above by S&P and Moody's.
2. The repurchase agreement includes the following:
a. Securities which are acceptable for transfer are:
(1) Direct U.S. government obligations, or
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DOA:[04S48.DOCS.MIA180298]AUTH-RESO-3
(2) Federal agencies backed by the full faith and credit
of the U.S. government (and FNMA & FHLMC).
b. The term of the repurchase may be up to 30 days.
c. The collateral must be delivered to the Agency, the Trustee
or a third party acting as agent simultaneous with payment
(perfection by possession of certificated securities).
d. Valuation of collateral:
(1) The securities must be valued weekly marked-to-
market at current market price plus accrued interest;
and
(2) The value of collateral must be equal to 104% of
the amount of cash transferred by the Agency or the
Trustee, as applicable, to the dealer bank or
security fIrm plus accrued interest. If the value of
securities held as collateral falls below 104% of the
value of the cash transferred by the Agency or the
Trustee, as applicable, then additional cash or
acceptable securities must be transferred by the
dealer bank or security fIrm. If, however, the
securities used as collateral are FNMA or FHLMC,
then the value of collateral must equal 10S % .
3. A legal opinion must be delivered to the Agency to the effect that
the repurchase agreement meets guidelines under State of Florida
law for legal investment of public funds.
12. Any State of Florida administered pool investment fund in which the City
is statutorily permitted or required to invest.
(t) Investments of moneys held under the Debt Service Reserve Account shall be
valued at fair market value, marked to market at least once per year and have
maturities not exceeding five (S) years except for investment agreements approved
by MBIA.
(g) The Trustee, the Paying Agent and the Registrar must each be a commercial bank
with trust powers.
(h) The Agency shall provide MBIA notice of the resignation or removal of the
Trustee, the Paying Agent or the Registrar and the appointment of a successor
thereto.
16
DOA:(04S48.DOCS.MIA 18(298)A UTH-RESO-3
(i) MBIA shall receive copies of all notices required to be delivered to Bondholders
of the Series 1998 Bonds under the Bond Resolution and, on an annual basis,
copies of the Agency's audited fmancial statements and annual budget.
(j) All notices required to be given to MBIA shall be in writing and shall be sent by
registered or certified mail addressed as follows:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management
(k) The Trustee shall, not later than the third business day preceding each payment
date on the Series 1998 Bonds, transfer from moneys on deposit in the applicable
Accounts to the Paying Agent the amounts necessary to pay the principal of and
interest on the Series 1998 Bonds. In the event that, on the second business day,
and again on the business day, prior to the payment date on the Series 1998
Bonds, the Paying Agent has not received sufficient moneys to pay all principal
of and interest on the Series 1998 Bonds due on the second following or
following, as the case may be, business day, the Paying Agent shall immediately
notify MBIA or its designee on the same business day by telephone or telecopy,
confIrmed in writing by registered or certified mail, of the amount of the
deficiency. If the deficiency is made up in whole or in part prior to or on the
payment date, the Paying Agent shall so notify MBIA or its designee.
In addition, if the Paying Agent has notice that any Bondholder has been required
to disgorge payments of principal or interest on the Series 1998 Bonds to a trustee
in bankruptcy or creditors or other pursuant to a rmal judgment by a court of
competent jurisdiction that such payment constitutes a voidable preference to such
Bondholder within the meaning of any applicable bankruptcy laws, then the
Paying Agent shall notify MBIA or its designee of such fact by telephone or
telegraphic notice, confIrmed in writing by registered or certified mail.
(1) The Paying Agent is hereby irrevocably designated, appointed, directed and
authorized to act as attorney-in-fact for Bondholders of the Series 1998 Bonds as
follows:
1. If and to the extent there is a deficiency in amounts required to pay
interest on the Series 1998 Bonds, the Paying Agent shall (a) execute and
deliver to State Street Bank and Trust Company, N .A., or its successors
under the Bond Insurance Policy (the "Insurance Paying Agent"), in form
satisfactory to the Insurance Paying Agent, an instrument appointing
MBIA as agent for such Bondholders in any legal proceeding related to
the payment of such interest and an assignment to MBIA of the claims for
interest to which such deficiency relates and which are paid by MBIA, (b)
receive as designee of the respective Bondholders (and not as Paying
17
DOA: (04S48. DOCS .MIA18(298)AUTH-RESO-3
Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment from the Insurance Paying Agent with respect to the
claims for interest so assigned and (c) disburse the same to such respective
bondholders; and
2. If and to the extent of a deficiency in amounts required to pay principal
of the Series 1998 Bonds, the Paying Agent shall (a) execute and deliver
to the Insurance Paying Agent in form satisfactory to the Insurance Paying
Agent an instrument appointing MBIA as agent for such Bondholder in
any legal proceeding relating to the payment of such principal and
assignment to MBIA of any of the Series 1998 Bonds surrendered to the
Insurance Paying Agent of so much of the principal amount thereof as has
not previously been paid or for which moneys are not held by the Paying
Agent and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received),
(b) receive as designee of the respective Bondholders (and not as Paying
Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment therefor from the Insurance Paying Agent, and (c)
disburse the same to such Bondholders.
(m) Payments with respect to claims for interest on and principal of Series 1998
Bonds disbursed by the Paying Agent from proceeds of the Series 1998 Bond
Insurance Policy shall not be considered to discharge the obligation of the Agency
with respect to such Series 1998 Bonds, and MBIA shall become the owner of
such unpaid Series 1998 Bonds and claims for the interest in accordance with the
tensor of the assignment made to it under the provisions of this section or
otherwise.
(n) Irrespective of whether any such assignment is executed and delivered, the
Agency, the Trustee, the Paying Agent and the Registrar hereby agree for the
benefit of MBIA that:
1. They recognize that to the extent MBIA makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of
principal of or interest on the Series 1998 Bonds, MBIA will be
subrogated to the rights of such Bondholders to receive the amount of such
principal and interest from the Agency, with interest thereon as provided
and solely from the sources stated in the Bond Resolution and the Series
1998 Bonds; and
2. They will accordingly pay to MBIA the amount of such principal and
interest (including principal and interest recovered under subparagraph (ii)
of the fIrst paragraph of the Series 1998 Bond Insurance Policy, which
principal and interest shall be deemed past due and not to have been paid),
with interest thereon as provided in the Bond Resolution and the Series
1998 Bonds, but only from the sources and in the manner provided in the
18
DOA:[04S48.DOCS.MIA18(298)AUTH-RESO-3
Bond Resolution for the payment of principal of and interest on the Series
1998 Bonds to Bondholders, and will otherwise treat MBIA as the owner
of such rights to the amount of such principal and interest.
Section 13. The Chairman, based upon the recommendations of the Financial Advisor,
is hereby authorized to determine to satisfy all or a portion of the Reserve Account Requirement
with the deposit of the Series 1998 Reserve Policy to the credit of the Debt Service Reserve
Account, to provide for the payment of the premium with respect thereto and, subject to the
provisions of the Bond Resolution, to apply any moneys released from the Debt Service Reserve
Account as a result of the deposit of the Series 1998 Reserve Policy therein, all as shall be
provided in the Series 1998 Chairman's CertifIcate. The Commission hereby approves the form
of a Financial Guaranty Agreement to be entered into between the Agency and MBIA to the
extent the Series 1998 Reserve Policy is deposited to the credit of the Debt Service Reserve
Account (the "Series 1998 Insurance Agreement"), a copy of which draft form of Series 1998
Insurance Agreement has been presented at the meeting at which this Series Resolution was
considered. To the extent applicable, the Chairman is hereby authorized to execute the Series
1998 Insurance Agreement in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and omissions and
such filling-in of blanks therein as may be necessary to secure delivery of the Series 1998
Reserve Policy. The execution and delivery by the Chairman of the Series 1998 Insurance
Agreement for and on behalf of the Agency shall be conclusive evidence of the Agency's
approval of the Series 1998 Insurance Agreement.
For so long as the Series 1998 Reserve Policy is in effect and MBIA has not defaulted
in its obligations thereunder, and notwithstanding any provisions to the contrary contained in the
Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders of
19
DOA:[04S48.DOCS.MIA 18(298)AUTH-RESO-3
the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) A Reserve Account Insurance Policy or Reserve Account Letter of Credit shall
be limited to (i) those facilities issued by an insurance company rated in the
highest rating category by Moody's and S&P and, if rated by A.M. Best &
Company, rated in the highest rating category by A.M. Best & Company or (ii)
such other facilities authorized under the Bond Resolution and approved by
MBIA.
(b) Net Trust Fund Revenues shall be applied under the provisions of Section
304(D)(3) of the Bond Resolution and Supplemental Revenues shall be applied
under the provisions of the Supplemental Revenues Resolution fIrst, to reimburse
MBIA for any payments made under the Series 1998 Reserve Policy, thereby
reinstating the Series 1998 Reserve Policy, and second, for deposit with the
Trustee of any cash required to be deposited in the Debt Service Reserve Account
after taking into account the amounts available under all Reserve Account
Insurance Policies and/or Reserve Account Letters of Credit, including the Series
1998 Reserve Policy; provided, however, that if reimbursements are also due to
issuers of other Reserve Account Insurance Policies or Reserve Account Letters
of Credit, the reimbursements to MBIA and such other providers shall be paid on
a pro-rata basis.
(c) The Paying Agent shall deliver a "Demand for Payment II in the form attached to
the Series 1998 Reserve Policy at least three days prior to the date on which
funds are required.
(d) The Paying Agent shall maintain adequate records, verified with MBIA, as to the
amount available to be drawn at any given time under the Series 1998 Reserve
Policy.
In addition, so long as amounts are due and owing to MBIA under the Series 1998
Insurance Agreement, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders
of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) The Agency hereby pledges and grants a lien upon the Pledged Funds,
subordinate to the lien thereon granted for the benefit of Bondholders, Credit
Providers and Liquidity Providers under the provisions of the Bond Resolution,
in order to secure the Agency's payment obligations under the Series 1998
Insurance Agreement. Such payment obligations under the Series 1998 Insurance
Agreement are junior, inferior and subordinate in all respects to the Bonds as to
20
DOA:(04S48.DOCS.MIA180298]AUTH-RESO-3
lien on and source and security for payment from the Pledged Funds and in all
other respects.
(b) The Bond Resolution shall not be discharged until all amounts due and payable
to MBIA have been paid in full or provision for their payment in full has been
made.
(c) The Agency shall maintain adequate records, verified by MBIA, as to the
amounts paid and owing to MBIA under the terms of the Series 1998 Insurance
Agreement.
(d) The Agency shall not optionally redeem any Bonds or apply Net Trust Fund
Revenues pursuant to Section 304(0)(5) of the Bond Resolution, other than for
the payments required in clauses (1) through (4) of said Section 304(D), unless
the Agency is current in all of its payment obligations under the Series 1998
Insurance Agreement.
Section 14. The offIcers, agents and employees of the Agency, Trustee, Registrar and
Paying Agent are hereby authorized and directed to do all acts and things required of them by
the provisions of the Series 1998 Bonds, the Bond Resolution, the Series 1998 Bond Purchase
Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond Insurance
Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution, for the full, punctual and complete performance of all the terms, covenants,
provisions and agreements of the Series 1998 Bonds, the Bond Resolution, the Series 1998 Bond
Purchase Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond
Insurance Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution.
21
DOA:[04S48.DOCS.MIA180298]AUTH-RESO-3
(Seal)
Attest:
Section 15. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this _ day of ,1998.
Secretary
DOA:(04S48.DOCS.MIA180298]AUTH-RESO-3
Chairman
22
EXHIBIT A
PART I
SERIES 1998A REDEVELOPMENT PROJECT
1. Completion of development and construction of certain public areas of the Loews
Miami Beach Hotel located in the Redevelopment Area at 1601 Collins Avenue.
2. Completion of development and construction of a public parking garage located
in the Redevelopment Area between Washington Avenue and Collins Avenue
proximate to 16th Street.
3. Acquisition of property for the development and construction of the Royal Palm
Crowne Plaza Resort Hotel to be located in the Redevelopment Area at 15th
Street and Collins Avenue.
4. Acquisition of property for and development and construction of a portion of the
cultural center facilities to be located in the Redevelopment Area between 20th
Street and 23rd Street, proximate to Collins Avenue, consisting of Collins Park,
a regional library facility, the Miami City Ballet building and a public parking
garage.
PART II
SERIES 1998B REDEVELOPMENT PROJECT
1. Acquisition of property for and development and construction of a portion of the
cultural center facilities to be located in the Redevelopment Area between 20th
Street and 23rd Street, proximate to Collins A venue, consisting of Collins Park,
a regional library facility, the Miami City Ballet building and a public parking
garage.
2. Additional public improvements which the Agency by resolution determines to
undertake within the Redevelopment Area in accordance with the Redevelopment
Plan and which may be funded from proceeds of bonds the interest on which is
excludable from gross income for federal income tax purposes.
DOA: (04S48. DOCS. MIA 18(298)AUTH-RESO-3
EXHIBIT B
SS&D DRAFT #2
6/24/98
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINillNG DISCLOSURE AGREEMENT (the II Agreement") dated as of
, 1998, is made by and among the MIAMI BEACH REDEVELOPMENT
AGENCY, a public body corporate and politic duly created and existing under the Constitution
and laws of the State of Florida (the "Agency"), the CITY OF MIAMI BEACH, FLORIDA, a
political subdivision duly organized and existing under the Constitution and laws of the State of
Florida (the "City"), and FIRST UNION NATIONAL BANK, a national banking association
duly organized and existing under the laws of the United States of America, with its principal
place of business located in Miami, Florida, as trustee (the "Trustee"), under the circumstances
summarized in the following recitals (each capitalized term used but not otherwise dermed herein
has the meaning assigned to it in Section 1 below or in the Resolution hereinafter defmed):
A. The Agency has determined to issue and sell the Bonds, and the Bonds will be
issued pursuant to and secured by the Resolution.
B. The Original Purchaser is required under the Rule to not purchase or sell the
Bonds in a primary offering unless the Original Purchaser has reasonably determined that the
Agency and the City have made an agreement in accordance with the provisions of the Rule.
NOW, THEREFORE, in consideration of the recitals and the mutual representations and
agreements hereinafter contained, the Agency, the City and the Trustee agree, in accordance
with the provisions of the Rule, for the benefit of the holders and beneficial owners from time
to time of the Bonds, as follows:
Section 1. Deftnitions and Inte1l'retation. In addition to the words and terms defmed
elsewhere in this Agreement or by reference to the Resolution, unless the context or use clearly
indicates another or different meaning or intent:
II Accounting Principles" means the accounting principles applied from time to time in the
preparation of each of the Obligated Person's annual rmancial statements, initially generally
accepted accounting principles as recommended from time to time by the Governmental
Accounting Standards Board of the American Institute of Certified Public Accountants.
"Agency Annual Information II means rmancial information and operating data to be
provided by the Agency for each Fiscal Year as follows: information appearing in the Official
Statement in the table under the caption "ESTIMATED DEBT SERVICE COVERAGE II and in
the table entitled "Miami Beach Redevelopment Agency Historical Taxable Real Property and
Tax Increment Revenues City Center Historic Convention Village, II the release of the pledge of
Supplemental Revenues and issuance of additional debt payable from the Pledged Funds.
II Annual Information" means (i) with respect to the Agency, the Agency Annual
Information and (ii) with respect to the City, the City Annual Information.
DOA:[04S48.DOCS . MIA 180298]CONT _DISC _ AGR-2.
II Authorized Disclosure Representative II means (i) with respect to the Agency, the
Executive Director of the Agency and (ii) with respect to the City, the Finance Director, or, in
either case, any other person or persons at the time designated to act on behalf of such Obligated
Person by written certificate furnished to the Trustee, containing the specimen signature of such
person or persons and signed on behalf of the Agency by the Executive Director or on behalf
of the City by the Finance Director. That certificate may designate an alternate or alternates,
each of whom shall have the same authority, duties and powers as such Authorized Disclosure
Representative.
II Bonds II means collectively, the $ Miami Beach Redevelopment Agency Tax
Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village), and
$ Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series
1998B (City Center/Historic Convention Village), each dated as of , 1998.
"Business Day II means any day other than a Saturday, Sunday or a day on which the
Trustee is required, or authorized or not prohibited by law (including executive orders), to close
and is closed.
"City Annual Information" means rmancial information to be provided by the City for
each Fiscal Year as follows: Resort Tax Revenues and Supplemental Revenues, issuance of
additional debt payable form the Resort Tax Revenues or Supplemental Revenues and changes
in the Resort Tax with respect to the percentage rate imposed or the exemptions therefrom.
"Filing Date" means, with respect to each Obligated Person, the 240th day following the
end of each Fiscal Year of such Obligated Person (or the next preceding Business Day if that
day is not a Business Day).
"Fiscal Year" means the fiscal year of each Obligated Person ending on or after
September 30, 1998.
"Holder II has the meaning assigned to it in the Resolution.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each nationally recognized municipal securities information repository
designated from time to time by the SEC in accordance with the Rule.
"Notice Addresses":
As to the Trustee:
First Union National Bank
First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
Attention: Corporate Trust Department
Telephone No.: (305) 789-4682
Facsimile No.: (305) 789-4678
2
DOA: [04S48. DOCS. MIA 18(298)CONT _DISC _AGR-2.
As to the Agency:
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
Telephone No.: (305) 673-7010
Facsimile No.: (305) 673-7782
As to the City:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Finance Director
Telephone No.: (305) 673-7466
Facsimile No.: (305) 673-7795
"0bligated Person" means the Agency or the City, as applicable.
"0bligated Persons" means collectively, the Agency and the City.
"Official Statement II means the Official Statement dated August 2, 1996 relating to the
Bonds.
"Original Purchaser" means collectively, PaineWebber Incorporated, Prudential Securities
Incorporated and William R. Hough & Co.
"Resolution" means collectively, Resolution No. 150-94, adopted by the Agency on
January 5, 1994, as supplemented by Resolution No. _-98, adopted by the Agency on July
1, 1998, and as further supplemented and amended from time to time, and Resolution No. 94-
21008, adopted by the City on January 5, 1994, as supplemented by Resolution No. 98-_,
adopted by the City on July 1, 1998, and as further supplemented and amended from time to
time.
"Rule" means Rule 15c2-12 promulgated by the SEe pursuant to the Securities Exchange
Act of 1934.
II SEC" means the Securities and Exchange Commission.
"Specified Events" means the occurrence of any of the following events, within the
meaning of the Rule, with respect to the Bonds: principal and interest payment delinquencies;
non-payment related defaults; unscheduled draws on the Debt Service Reserve Account reflecting
rmancial difficulties; unscheduled draws on credit enhancements reflecting fmancial diffIculties;
substitution of credit or liquidity providers, or their failure to perform; adverse tax opinions or
events affecting the tax-exempt status of the Bonds; modifications to rights of Holders or
3
DOA:(04S48.DOCS.MIAI80298]CONT _DISC _ AGR-2.
beneficial owners; bond calls; defeasances; release, substitution, or sale of property securing
repayment of the Bonds; and rating changes.
II SID II means the state information depository, if any, designated by the State of Florida
and with which filings are required to be made by the Obligated Person in accordance with the
Rule.
The captions and headings in this Agreement are solely for convenience of reference and
in no way derme, limit or describe the scope or intent of any Sections, subsections, paragraphs,
subparagraphs or clauses hereof. Reference to a Section means a section of this Agreement and
to an Exhibit means an exhibit to this Agreement, unless otherwise indicated.
Section 2. Provision of Annual Information: Audited Financial Statements.
(a) Each Obligated Person hereby agrees to provide or cause to be provided to each
NRMSIR, to any SID and to the Trustee,
(i) its Annual Information for the preceding Fiscal Year not later than the
Filing Date for that Fiscal Year; and
(ii) when and if available, audited rmancial statements of such Obligated
Person for each Fiscal Year prepared in accordance with the Accounting Principles.
Each Obligated Person expects that audited annual rmancial statements of such Obligated Person
will be prepared and will be available together with its Annual Information.
(b) Each Obligated Person expects that its Annual Information will be provided
directly by such Obligated Person or through the other Obligated Person as its designated agent.
(c) If the Trustee has not received the Annual Information for a Fiscal Year by its
close of business on the fifteenth Business Day preceding the Filing Date for that Fiscal Year,
the Trustee shall provide a notice to the applicable Authorized Disclosure Representative, not
later than its close of business on the next Business Day, substantially in the form of Exhibit A,
by facsimile transmission (or other means similarly prompt) and by certified or registered mail,
postage prepaid, return receipt requested. If the Trustee has not received that Annual
Information by its close of business on the Filing Date, the Trustee shall provide a notice to the
applicable Authorized Disclosure Representative, not later than its close of business on the next
Business Day, substantially in the form of Exhibit B, by facsimile transmission (or other means
similarly prompt). The applicable Obligated Person shall be entitled to provide written evidence
of the submission of the Annual Information in accordance with subsection 2(a)(i), including a
certificate of the Authorized Disclosure Representative as to the relevant facts, and, if applicable,
a written statement regarding any failure to comply with subsection 2(a)(i). The Trustee shall
be entitled to rely conclusively upon any written evidence provided by the Obligated Person
regarding the provision of that information to any NRMSIR or SID. If, in any instance, the
required information was not timely filed or the Obligated Person fails to provide evidence, by
3:00 p.m., eastern time, on the second Business Day following the Filing Date, of its timely
4
DOA: [04S48. DOCS.MIA 180298]CONT _DISC _AGR-2.
fIling with each NRMSIR and any SID, the Trustee shall send or cause to be sent promptly after
receipt of any such evidence or statement from the Obligated Person, but in any event not later
than its close of business on the second Business Day following the Filing Date, a notice
substantially in the form of Exhibit C, modified to reflect the pertinent facts, to each NRMSIR
or to the MSRB, and to any SID by facsimile transmission (or other means similarly prompt).
Section 3. Notice of Specified Events: Changes in Accountinll Principles or Fiscal Year.
(a) The Agency, with respect to (i) below, and each Obligated Person, as applicable,
with respect to (ii) and (Hi) below, agrees to provide or cause to be provided to each NRMSIR
or to the MSRB, and to the Trustee and to any SID, in a timely manner, (i) notice of any
Specified Event, if that Event is material, (ii) in the manner described in subsection 2(c), notice
of its failure to provide or cause to be provided the Annual Information on or prior to the Filing
Date, and (Hi) notice of any change in the Accounting Principles applied in the preparation of
the annual fInancial statements of such Obligated Person or any change in the dates on which
the Fiscal Year of such Obligated Person begins and ends.
(b) The Trustee shall promptly notify each Authorized Disclosure Representative upon
becoming aware of the occurrence of any Specified Event (other than the giving of a notice of
optional redemption of any Bonds or defeasance of the Bonds).
(c) If the Agency becomes aware of a Specified Event that is material, the Agency
shall provide or cause to be provided notice of that Event in accordance with subsection 3(a).
(d) The Trustee shall mail to each Holder, by fIrst class mail, postage prepaid, a copy
of any notice that is filed with it by an Obligated Person in accordance with subsection 3(a).
Section 4. Obligated Persons: Dissemination Allent. The Obligated Persons represent
that they will be the only obligated persons with respect to the Bonds at the time the Bonds are
delivered by the Agency to the Original Purchaser and that no other person is expected to
become so committed at any time after issuance of the Bonds. Either Obligated Person or the
Trustee may, from time to time, appoint or engage an agent to act on its behalf in performing
its obligations under this Agreement and may discharge any such agent, with or without
appointing a successor; provided, that neither the Obligated Persons nor the Trustee shall be
relieved in any respect by appointment of an agent from primary liability for the performance
of their obligations under this Agreement.
Section 5. Remedy for Breach. This Agreement shall be solely for the benefit of the
holders and beneficial owners from time to time of the Bonds. The exclusive remedy for any
breach of this Agreement by an Obligated Person shall be limited, to the extent permitted by
law, to a right of holders and beneficial owners, or the Trustee, to institute and maintain, or to
cause to be instituted and maintained, such proceedings in Miami-Dade County, Florida as may
be authorized at law or in equity to obtain the specific performance by such Obligated Person
of its obligations under this Agreement. The Trustee may exercise any such right and, if
requested to do so by the Holders of at least 25 % in aggregate principal amount of the Bonds
then outstanding, subject to the same conditions, limitations and procedures that would apply
5
DOA:[04S48.DOCS.MIA180298]CONT _DISC _ AGR-2.
under the Resolution, the Trustee shall exercise any such right. Any holder or beneficial owner
may exercise any such right; provided that, except in the instance of an alleged failure of an
Obligated Person to provide or cause to be provided a pertinent filing if such a filing is due and
has not been made, any such right shall be exercised in the same manner and subject to the same
conditions and limitations that would apply under the Resolution. Holders and beneficial owners
shall not be entitled to institute or maintain any such proceedings individually that assert a
breach of this Agreement that is based on the alleged inadequacy of any pertinent filing that has
been made.
Section 6. Performance by the Trustee: Compensation.
(a) Solely for the purpose of (i) defIning the standards of care and performance
applicable to the Trustee in the performance of its obligations under this Agreement, (ii) the
manner of execution by the Trustee of those obligations, (iii) derIDing the manner in which, and
the conditions under which, the Trustee may be required to take any action at the direction of
Holders, including the condition that indemnification be provided, and (iv) matters of removal,
resignation and succession of the Trustee under this Agreement, the Resolution is hereby made
applicable to this Agreement as if this Agreement were contained in the Resolution; provided
that the Trustee shall have only such duties under this Agreement as are specifically set forth
in this Agreement.
(b) Subject to Section 9, the Obligated Persons agree to pay to the Trustee from time
to time reasonable compensation for services provided by the Trustee under this Agreement and
to payor reimburse the Trustee upon request for all reasonable expenses, disbursements and
advances incurred or made in accordance with this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents and other
persons regularly in its employ), except to the extent that any such expense, disbursement or
advance is due to the negligence or bad faith of the Trustee.
(c) The obligations of the Obligated Persons under this Section shall survive
resignation or removal of the Trustee and termination of other provisions of this Agreement
pursuant to Section 8.
(d) The Trustee is a party to this Agreement for and on behalf of the holders and
beneficial owners of the Bonds and shall not be considered to be the agent of the Obligated
Persons when performing any actions required to be taken by the Trustee under this Agreement.
(e) The Trustee shall not have any obligation under this Agreement to investigate or
determine whether any filing made under this Agreement complies with federal securities laws
or rules.
Section 7. Amendment: Waiver. This Agreement may be amended, and noncompliance
with any provision of this Agreement may be waived, as may be necessary or appropriate to
achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity,
inconsistency or formal defect or omission, and to address any change in circumstances arising
from a change in legal requirements, change in law, or change in the identity, nature, or status
6
DOA:(04S48.DOCS.MIA180298)CONT _DISC _ AGR-2.
of the Obligated Persons, or either of them, or type of business conducted by the Obligated
Persons, or either of them. Any such amendment or waiver shall not be effective unless the
Agreement (as amended or taking into account such waiver) would have complied with the
requirements of the Rule at the time of the primary offering of the Bonds, after taking into
account any applicable amendments to or official interpretations of the Rule, as well as any
change in circumstances, and until the Obligated Persons and the Trustee shall have received
either (a) a written opinion of bond or other qualified independent special counsel selected by
the Agency, or determination by the Trustee, that the amendment or waiver would not materially
impair the interests of holders or beneficial owners, or (b) the written consent to the amendment
or waiver of the Holders of at least a majority of the principal amount of the Bonds then
outstanding. Annual Information containing any revised operating data or rmancial information
shall explain, in narrative form, the reasons for any such amendment or waiver and the impact
of the change on the type of operating data or rmancial information being provided.
Section 8. Term. The obligations of each Obligated Person under this Agreement shall
remain in effect only for such period that (i) the Bonds are outstanding in accordance with their
terms and (ii) such Obligated Person remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, subject to the survival of certain provisions to the extent
expressly provided in Section 6. The obligation of each Obligated Person to provide the Annual
Information and notices of events set forth in subsection 3(a) shall terminate, if and when such
Obligated Person no longer remains an "obligated person" with respect to the Bonds, provided
such Obligated Person shall provide notice of such termination to each NRMSIR, the MSRB,
any SID and the Trustee.
Section 9. Sources of Payments: Extent of Covenants: No Personal Liability. The
Agency shall be required to use only Trust Fund Revenues (as dermed in the Resolution) and
the City shall be required to use only Supplemental Revenues (as dermed in the Resolution) to
pay any costs and expenses to be incurred in the performance of this Agreement, and the
performance of the obligations hereunder shall be subject to the availability of Trust Fund
Revenues and Supplemental Revenues, as applicable, for that purpose. This Agreement does
not and shall not constitute a general obligation of the Agency or the City. All covenants,
stipulations, obligations and agreements of the Obligated Persons contained in this Agreement
are and shall be deemed to be covenants, stipulations, obligations and agreements of the
Obligated Persons to the full extent authorized by law. No covenant, stipulation, obligation or
agreement of the Obligated Persons contained in this Agreement shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or future officer, agent or employee
of the Obligated Persons in other than that person's official capacity.
Section 10. Notices. Except as otherwise expressly provided in this Agreement, it shall
be suffIcient service or giving of any notice, if that notice is either mailed by first class mail,
postage prepaid, addressed to the relevant party at its Notice Address, or transmitted by
facsimile transmission addressed to the relevant party at its number for receipt of facsimile
transmissions set forth in its Notice Address. The Obligated Persons and the Trustee may
designate from time to time, by notice given hereunder, any further or different addresses
(including facsimile transmission numbers) to which any subsequent notice shall be sent.
7
DOA:(04S48.DOCS.MIA180298]CONT _DISC _ AGR-2.
Section 11. Beneficiaries. This Agreement shall inure solely to the benefit of the
Obligated Persons, the Trustee and the holders and beneficial owners from time to time of the
Bonds, and any official, employee or agent thereof acting for and on its behalf, and shall not
create any rights in any other person or entity.
Section 12. Severability. In case any section or provision of this Agreement, or any
covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder or any application thereof, is for any reason held to be illegal
or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section
or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or
part thereof made, assumed, entered into, or taken thereunder (except to the extent that such
remainder or section or provision or other covenant, stipulation, obligation, agreement, act or
action, or part thereof is wholly dependent for its operation on the provision determined to be
invalid), which shall be construed and enforced as if such illegal or invalid portion were not
contained therein, nor shall such illegality or invalidity of any application thereof affect any legal
and valid application thereof, and each such section, provision, covenant, stipulation, obligation,
agreement, act or action, or part thereof shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
Section 13. Countemarts. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.
8
DOA: [04S48.DOCS.MIA 180298JCONT _DISC _ AGR-2.
Section 14. Governing Law. This Agreement shall be deemed to be an agreement made
under the laws of the State of Florida and for all purposes shall be governed by and construed
in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the Agency, the City and the Trustee have caused this
Agreement to be duly executed in their respective names, all as of the date set forth above.
MIAMI BEACH REDEVELOPMENT
AGENCY
By:
Executive Director
CITY OF MIAMI BEACH, FLORIDA
By:
Finance Director
FIRST UNION NATIONAL BANK,
as Trustee
By:
Authorized OffIcer
9
DOA:(04S48. DOCS.MIA 180298]CONT _DISC _ AGR-2.
EXHmIT A
MIAMI BEACH REDEVELOPMENT AGENCY
$
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
$
TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
NOTICE TO OBLIGATED PERSON OF FAILURE
TO FILE ANNUAL INFORMATION
TO: [Authorized Disclosure Representative],
[Obligated Person]
The undersigned, as the trustee with respect to the captioned bonds (the "Bonds"), and
serving in that capacity under the Continuing Disclosure Agreement dated as of ,
1998 (the "Agreement"), among the undersigned and the Miami Beach Redevelopment Agency
and the City of Miami Beach, Florida (each an "0bligated Person") hereby notifies you (with
each capitalized term used but not dermed herein having the meaning assigned to it in the
Agreement), that you, as an Obligated Person, as of the date of this notice, have not provided
or caused to be provided to the undersigned the Annual Information that is required under the
Agreement to be so provided not later than . The Annual Information
is required under the Agreement to be provided both to the undersigned and to each NRMSIR
and any SID not later than that date.
FIRST UNION NATIONAL BANK,
as Trustee
Dated:
By:
Title:
DOA:[04S48.DOCS.MIA180298]CONT _DISC _AGR-2. A-I
EXHIBIT B
MIAMI BEACH REDEVELOPMENT AGENCY
$
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
$
TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
SECOND NOTICE TO OBLIGATED PERSON OF FAILURE
TO FILE ANNUAL INFORMATION
TO: [Authorized Disclosure Representative],
[Obligated Person]
The undersigned, as the trustee with respect to the captioned bonds (the "Bonds"), and
serving in that capacity under the Continuing Disclosure Agreement dated as of ,
1998 (the "Agreement"), among the undersigned and the Miami Beach Redevelopment Agency
and the City of Miami Beach, Florida (each an "0bligated Person"), hereby notifies you (with
each capitalized term used but not dermed herein having the meaning assigned to it in the
Agreement), that you, as an Obligated Person, as of the date of this notice, have not provided
to the undersigned the Annual Information that was required under the Agreement to be so
provided not later than
Please provide the required Annual Information to the undersigned, together with written
evidence as to whether that information has been provided to each NRMSIR and any SID and,
if so, when it was provided. If, in any instance, the Annual Information was not timely
provided to a NRMSIR or any SID in accordance with subsection 2(a)(i) of the Agreement, you
may submit a written statement regarding the Obligated Person's failure to comply that would
be provided to each NRMSIR or to the MSRB, and to any SID with the notice that the
undersigned must give of that failure to comply under subsection 2( c) of the Agreement. Any
such written evidence or statement must be received by the undersigned not later than 3:00 p.m.,
eastern time, on . If the undersigned has not received written evidence
by that time that a timely fuing was made, a notice will be filed promptly thereafter with each
NRMSIR or the MSRB, and any SID, substantially in the form attached as Exhibit C to the
Agreement.
FIRST UNION NATIONAL BANK,
as Trustee
Dated:
By:
Title:
DOA:(04S48.DOCS.MIA180298]CONT _DISC _ AGR-2.
B-1
EXHffiIT C
MIAMI BEACH REDEVELOPMENT AGENCY
$
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
$
TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
NOTICE TO REPOSITORIES[, MSRB AND] [SID] OF
FAILURE TO [TIMELY] FILE ANNUAL INFORMATION
TO: [NRMSIRs or MSRB, SID]
The undersigned, as the trustee with respect to the captioned bonds (the "Bonds"), and
serving in that capacity under the Continuing Disclosure Agreement dated as of ,
1998 (the "Agreement"), among the undersigned and the Miami Beach Redevelopment Agency
and the City of Miami Beach, Florida (each an "0bligated Person"), hereby notifies you (with
each capitalized term used but not dermed herein having the meaning assigned to it in the
Agreement), that:
[1. , as an Obligated Person, as of the date of this notice, has not
provided or caused to be provided to the Trustee the Annual Information for its Fiscal Year that
ended " and has not provided any written evidence to the Trustee concerning
the timeliness of its filing of that Annual Information with each NRMSIR and any SID. That
Annual Information was required under the Agreement to be provided to the Trustee, each
NRMSIR and any SID not later than ]
[1. , as an Obligated Person provided or caused to be provided the
Annual Information that was required to be provided to each NRMSIR and any SID not later
than , to [ ] on ].
[2. , as an Obligated Person has provided the attached statement
concerning its failure to provide or cause to be provided the Annual Information in accordance
with the Agreement. The Trustee does not assume any responsibility for the accuracy or
completeness of that statement and has not undertaken, and will not undertake, any investigation
to determine its accuracy or completeness.]
FIRST UNION NATIONAL BANK,
as Trustee
Dated:
By:
Title:
cc: [Authorized Disclosure Representative,
Obligated Person]
DOA:[04S48.DOCS.MIA 18(298)CONT _DISC _ AGR-2.
C-l