HomeMy WebLinkAboutSEOPW-CRA-R-01-0092SEOPW/CRA ITEM 8
RESOLUTION NO.
01- 2
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY ("CRA") REQUESTING THE
CITY OF MIAMI TO CONSIDER REFINANCING
COMMUNITY REDEVELOPMENT REVENUE BONDS SERIES
1990, IN THE PRINCIPAL AMOUNT OF
$11,500,000, ISSUED TO FINANCE THE COST OF
ACQUISITION AND IMPROVEMENT OF CERTAIN
PROPERTIES IN THE REDEVELOPMENT AREA AND TO
FINANCE REPAYMENT OF A LOAN TO THE CITY OF
MIAMI BY THE DEPARTMENT OF HOUSING AND URBAN
DEVELOPMENT.
WHEREAS, the City of Miami issued community Redevelopment
Revenue Bonds Series 1990 in the amount of $11,500,000 to
finance the cost of acquisition and improvement of certain
properties in the CRA Redevelopment Area and to finance
repayment of a loan made to the City of Miami by the Department
of Housing and Urban Development; and
WHEREAS, the CRA is requesting the City of Miami to
consider refinancing the Community Redevelopment Bonds Series
1990; and
WHEREAS, the CRA will become the guarantor in the
refinancing of these bonds.
sEopw/ CRA
01- 9
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are incorporated herein as if fully
set forth in this Section.
Section 2. The CRA Board of Directors hereby requests
the City of Miami to consider refinancing Community
Redevelopment Revenue Bonds Series 1990 and the CRA offers to
become guarantor of the bonds in the new financing transaction.
Section 3. The Resolution shall be effective upon its
adoption.
PASSED AND ADOPTED on this 30th day of July, 2001.
ARTHUR E. TEELE, JR., CHAIRMAN
ATTEST:
WALTER J. FOEMAN
CITY CLERK
APPROVED AS TSB-"MRM AND -"CORRECTNESS:
e'VILARELLO
ORNEY
SEOPW/CR
Page 2 of 2 0 1 -
ITEM 8
SEOPW/CRA
01- 92
RESOLUTION NO. SEOPW/CRA
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
COMMUNITY REDEVELOPMENT AGENCY ("CRA")
REQUESTING THAT THE CITY OF MIAMI REFINANCE THE
COMMUNITY REDEVELOPMENT REVENUE BONDS SERIES
1990 IN THE PRINCIPAL AMOUNT OF $11,500,000.00 AS
ADOPTED BY CITY OF MIAMPS RESOLUTION NO. 89-1151
AND CITY OF MIAMI'S RESOLUTION NO. 90-0195
SUPPLEMENT TO RESOLUTON NO. 89-1151, THAT WAS
ISSUED TO FINANCE THE COST OF ACQUSITION AND
IMPROVEMENT FOR REDEVELOPMENT PURPOSES OF
CERTAIN PROPERTIES IN THE SOUTHEAST OVERTOWN
PARK WEST REDEVELOPMENT AREA AND TO FINANCE
REPAYMENT OF A LOAN MADE TO THE CITY BY THE
DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
AND THE CITY OF MIAMI ADOPTED RESOLUTION 90-871
THAT INCLUDED THE PROVISION OF GUARANTEED
ENTITLEMENT REVENUES AS THE SOLE SOURCE
SECURING SAID ISSUE AS WELL AS THE SOLE SOURCE
FROM WHICH DEBT SERVICE PAYMENTS ARE PAYABLE.
WHEREAS, the City of Miami approved and adopted the Southeast
Overtown/Park West Community Redevelopment Plan pursuant to Resolution Nos. 82-
755 and 85-1247 (the "Redevelopment Plan"); and
WHEREAS, the CRA is responsible for carrying out community redevelopment
activities and projects in the Southeast Overtown/Park West Redevelopment Area (the
"Redevelopment Area") established pursuant to the Redevelopment Plan; and
WHEREAS, City of Miami Resolutions 89-1151, 90-0195 to which is collectively
referred "Bond Resolution" for the issuance of Community Redevelopment Revenue
Bonds, Series 1990 in the amount of $11,500,000.00 issued to finance the cost of
acquisition and improvement for redevelopment purposes of certain properties in the
Southeast Overtown Park West Redevelopment area and to finance repayment of a loan
made to the City of Miami by the Department of Housing and Urban Development; and
WHEREAS, on November 8, 1990 City of Miami's supplemental Resolution 90-
871 provided for payment of such bonds from certain revenues and provided the means to
execute the issuance of said bonds; and
WHEREAS, the CRA is
ATTACHMENT kaj
CON, AIMED
ing that the City of Miami refinance the
s Series 1990; and
SEOPWic"
9I-
92
ITEM 8
SEOPW/CRA
WHEREAS, the CRA will become the guarantor in the refinancing of these
bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution
are incorporated herein as if fully set forth in this Section.
Section 2. City of Miami Resolutions 89-1151, 90-0195 to which is collectively
referred "Bond Resolution" for the issuance of Community Redevelopment Revenue
Bonds, Series 1990 in the amount of $11,500,000.00 issued to finance the cost of
acquisition and improvement for redevelopment purposes of certain properties in the
Southeast Overtown Park West Redevelopment area and to finance repayment of a loan
made to the City of Miami by the Department of Housing and Urban Development.
Section 3. On November 8, 1990 City of Miami's supplemental Resolution 90-
871 provided for payment of such bonds from certain revenues and provided the means to
execute the issuance of said bonds.
Section 4. The Board of Directors of the CRA hereby request that the City of
Miami refinance Community Redevelopment Revenue Bonds, Series 1990, where the
CRA offers to become a guarantor of the bonds in the new financing transaction.
Section 5. The resolution shall be effective upon its adoption.
PASSED AND ADOPTED on this 30th day of July 2001.
Arthur E. Teele, Jr., Chairman
ATTEST:
Walter J. Foeman, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS:
Alejandro Vilarello
City Attorney
BACKUP INFORMATION
92
SEOPW/Cii
ITEM 12
RESOLUTION NO. V 1 i n
A RESOLUTION OF THE SOUTHEAST OVERTOWN / PARK
WEST COMMUNITY REDEVELOPMENT AGENCY (CRA)
AUTHORIZING THE CITY OF MIAMI (THE "CITY"),
AS THE FIDUCIARY OF THE CRA REDEVELOPMENT
TRUST FUND, TO TRANSFER ANNUAL CRA PLEDGED
TAX INCREMENT REVENUES AND CITY OF MIAMI (THE
"CITY") GUARANTEED ENTITLEMENT FUNDS OF
$300, 000 TO THE BANK OF NEW YORK TRUSTEE OF
THE CITY/CRA COMMUNITY REDEVELOPMENT 1990
SERIES BOND ISSUE (THE "1990 BONDS") FOR
PAYMENT OF DEBT SERVICE DUE IN THE YEAR 2001
WHEREAS, The City of Miami Florida ("the City") and CRA
issued the 1990 Bonds in the amount of $11,500,000 to finance the
cost of land acquisition, clearing and improvement of certain
properties of the SEO/PW CRA redevelopment plan Phase I
Development Program set forth in the County Interlocal Agreement
between the City/CRA and the Miami -Dade County, and to finance
repayment of a HUD Section 108 Loan and certain infrastructure
improvements in the redevelopment area, in accordance with the
CRA redevelopment plan and the Community Redevelopment Act of
1969 (the "Act"); and
WHEREAS, The debt service of the payment due on said 1990
Series Bond Issue during the 2001 calendar year is $356,600; and
WHEREAS, According to the 1990 Series Bond Issue indentured
and related Official Statement the CRA and the City are
responsible for depositing the CRA pledged 2000 year tax
increment revenue and pledged City Guaranteed Entitlement fund
totaling $300,000 as set forth the Official Statement and (Bond
Indenture of the 1990 Series Bond Issue); and
WHEREAS, The City of Miami, pursuant to City/CRA Interlocal
Agreement dated November 8, 1990, is the fiduciary, of the CRA
redevelopment trust fund for implementing the CRA redevelopment
plan.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to the Resolution of incorporation s if fn4ly set forth
in this Section.
swPW/C", -V•
ITEM 12
Section 2. The City of Miami is authorized to transfer
the CRA year 2000 pledged tax increment revenues and annual
pledged City Guaranteed Entitlement funds deposited in the CRA
redevelopment trust fund, to the 1990 Series Bond Indenture
Trustee revenue fund for payment of debit service to the bond
owners and any reserve accounts, or reserve product requirements
"f the Bond Indencure to the CRA Redevelopment Trust Fund for any
legal purposes of the CRA redevelopment plan and no other
purpose.
Section 3. This resolution of the Board of Directors
applies to all future transfers of tax increment revenues and
Entitlement Guanteed funds to the 1990 Series Bond Trustee since
the transfer is an annual contract responsibility of the City
Finance Department as set forth in the City and CRA Interlocal
Agreement dated November 8, 1990 and therefore the mandatory
transfer does not require an annual approval of the Board of
Directors.
Section 4. The resolution shall be effective upon its
adoption.
PASSED AND ADOPTED this 26 day of February 26, 2001.
7-
Artliur E. Teele, ., Chairperson
CITY CLERK
APPROV S /1
E R IL
ITY ATTORNEY
FORM "D CORRECTNESS:
n
s"WIC"_ 0 1 - 92
- 2 -
.i1-1-7v
90- 871
RESOLUTION NO.
A RESOLUTION, INCLUDING EXHIBITS A AND B,
SUPpI;F.HEtiTING RESOLUTION NO. 90-0196 OF THE
CITY -OF MIAMI, FLORIDA., AUTHORIZING ISSUANCE
OF COMMUNITY REDEVEI,APMEN.'T.REVENUE BONDS,
SERIFS -1990 Tti `AGGREGATE PRINCIPAL AMOUNT OF
2`.Sw :OOO FINANCE TO COST OF ACQUISITION AND _
I PROtIEMENT FOR REDEVELOPMENT -PURPOSES OF- -
CERTAIN.PROPERTZES -IN THB SOUTHEAST
OVERTOWN%PARK WEST REDEVELOPMENT AREA AND TO
FINANCE_ REPAYMENT OF A LOAN MADE TO CITY BY
THE. UNITED. STATES DEPARTMENT OF'ROUSING-AND
L3RBAN'DEVEIOP'MENT; PROVIDING FOR -PAYMENT OF
SUCH . BONDS' ,FROM CERTAIN ; REVENUES; MAKING
CERTAIN 'COVENANTS :AND l�Gi;EEiSElITS IN CONNECTION
THEREWITH; DELEGATING TO CITY MJWAGER CERTAIN
MATTERS I,N CONNECTION WITH THE ISSUANCE OF
BONDS INCLUDING, AUTHORITY -TO APPOINT A
TRUSTEE,? BOND REGISTRAR., PAYING-AGENT.AND
PiUTHTT4l TI1{G AGENT AND -TO .
EN:l1UjXItD AND.' -DEL TVER
SAID":BONDS;4ROVTDIN' 'FOR CREDZ' .'SUPPORT, -FOR _
BONDS: 'W' =OVEkANTS . AND AGREEMENTS FOR BENEFIT
OF °'ROVIDER *OF -SUCH CREDIT SUPPORTS YF
NRCESSARY°:'PRO VIDING FOR RESERVE' FUND
iNS(TIi1�NC E <POIsZOY "1!IND::COVENANTS'-!1?iD'_AGREElBrNTS "
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SEopwicRA_ 01-- 92
C. Iditional Bonds! means additiona 'ibligations
issued in.co- ance with the terms, conditions`*Ad limitations..
r`.-'•
contained.he.rein which shall have a lien, equal with the 1990
Bonds, on the Pledged Revenues.
D..,"Amortization Installment" means the funds to be
deposited in the Redemption Account in a given Bond Year for the
=
payment at maturity or redemption of a portion of Term Bonds of:a
'--s
designated 'series, .as established by the -Issuer at or before -the
delivery of.that series of Term Bonds.
..E. !'Authenticating Ag4�ht+" means the bank.or trust..
-
= =
coopa% appoin:zd by. the City. Manager or Mayor in accordance with`
_
the.terms of Section 7 hereof as Authenticating Agent, or its
successors or assigns as Authenticating Agent hereunder with
respect to the Bonds.
F. "Authorized Depository" means any bank, trust
company, national banking association,-savings-and.loan
=F'
association, savings bank or other banking association selected
by the Issuer as a depository, which is authorized under Florida
law to be a depository..of-municipal funds and which -has -qualified
with all applicable state and federal requirements concerning the .
receipt of Issuer funds.
G.-"Authorized.officers" means the Mayor or the City
Manager, or either of them, and the Clerk, and such other.
employees •or off icgrs of. ,the • Issuer as ..shall be• '.designated by -;the; _
riayor. -or.. - the. City'" -Manager:. f v
R. !'Bonds? --means. the 199.0 - Bonds and any::Additic nai. -�
Bonds. 7`
I. ' M1990 Bonds"means :the :Issuer! sr_Communty
Redevelopment. -.Bonds; Seri ; d st = be: • ss g z::,' j =;
es •1990 =-:herein. author3e o..- � ia. d;'���=-1•=•.;=.';<
n.:ai °..orXginal_ aggregmte.>principai -imou it:%of 11 5o0,DA0::
�n
if y
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�. J� : 8oh&. Counsel =Ons>Barnee:;
H 1- i�:ICn ht .or ay:other ntionakly Y,ecociocl;;borid;Qirie
o .ate g -BoiMlholders.:iaeaiiis�._t�►#:�r�g�ate�ieti.:;ti�rii�. ..: ��#-....�.;• �3-:
auLhpraed.iepreisentativea) . cif_Bbnds: ,';; - ' • - . t::r: . <, �,4;
-, d.: iisure " :e►eans:te iiv de7e_�Qfe -1iiui"'' 1: r ;r••,- :�� •x
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i`� fY.• .: ..I_.•C"v:i'i`-.F.•.`` - -yi.'r .t�.r-'. :-cY .\. =1 s! <'te� 1' i :�•+:.. ai.n'
-.N •.,eeme •.IF :'j�@$11.5 ui�iri8#.1�1:i :L`�1aSEr
.,��'�,� "ii _`=rito=3ietw• :tiie-;:Ise .R�=. r. � _� �s�:��_
r��� - - sA - .1. _ .�,�.•s}.�. .T�' •#:,� •QS,M_ 4y �i� i:�•.��;i �!rP �2adi�4 ��``. '!� �T•' •�F 'W 'F
.siitis�a ��+ 1: e• drip=. ,ail, etc P�>�.::, _����� '� �,"
_: - ��o�c�r�;� :. .ri: _ �•_�... �?��: __ - - - .��:'� ram:
_ �ppoit�t�d:
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SrWW/CRA 0 1 - 5 2
comir- due.on Bonds during that Bond Yev,
MAO
(2) The amount required to pay t -he principal of
:
zt
Serial Bonds and the principal of Term Bonds maturing in
that Bond Year that are -not includedin the Amortization
Installments for such Term Bonds, and
(3) The Amortization Installi4ant for all series of
Term Bonds for that Bond Year.
."Bond. Year" means that annual period beginning on and
inciuOnq tlsecond day: of october of each year and ending on
- � :
and in-ilzliisv *;he first day of October of the following year.
R.. Chief Financial officer" imeans. the chief financial
officer -of the issuer as defined by Section 218.403, Florida
Statutes.
S. "City Attorney" means the city -attorney of the
0
Issuer.
T. "City commission" means the City commission of the
Issuer. 23
9
U. ."City Manager" means the City Manager or. any
Assistant.City Manager -of -the Issuer.
.V. "Clark" means the -City Clark..or any. Deputy or
Assist -ant city Clark. -of the Issuer:
W. "CRAN or "Community Redevelopment -Agency* -means the
City Commission:. of. the:-- issuer..'acting In such m- Capacity- V4j . Lth;:s
powelrs delega"d thereto.. -purs.MPt to
Statutes under the Interlocal Cooperation -Agreement.
ve -
-"Code" means the Internal Re nu a Codti of "Ot
rov.1slopp o.
U J1Y Aut�=
am"ded, or any corresponding p, J.' -a �a la�rs, -Wf- '�
tb""-unit.i&-,States:-.of:.Aietica r"aia1pdpx AX
-Cbfite th ... ..t
Ej Applic0le -regu
litl6fij df - the: -Do
;Ln
titki. Lrticju a empoxiifilr
1cludin %A1*1icab.1
0i
lait vm
Revenue Seivice -(Lnb,11dding:VU.. 001iiA:
igpgp
U
'AF-lori
-%`X. d_ p.
ans! -
-a
tibp
9n.
. ho
sEotwil" � I - 9 2
t,4woissuer
Loan Agreemen%odated February 7, 1986 wherein ire certaiborrowed
n lands
$5,958,400 from HUD which sum was used to acqu
in connection with the Project.
BE. "Interest Account" means the Interest Account within
Revenue Bonds,
Community Redevelopment Reve
Miami, Florida Commu
the City of
Series 199D Sinking Fund created pursuant to �action 17C of this
Resolution.
FF. "Interest Payment Date" means each April I and
Octoner 1, cimmencing on April 1, 1991, when interest is due and
payable t- rr.;-Istered owners of the Bonds.
GG. "Interlocal Agreement" means the interlocal
agreement between the Community Redevelopment Agency and the
Issuer dated March 8, 1990.
HH. "Interlocal Cooperation Agreement" means the
interlocal cooperation agreement between the Issuer and county,
dated as of March 31, 1983, as ar-.nded.
II. "Issuer" means The city of Miami, Florida.
jj. "Maximum Bond Service Requirement" means, as of any
particular date of calculation, the largest Bond Service
Requirement for any remaining Bond Year. For purposes of this
resolution, the Maximum Bond Service Requirement shall be
calculated at least annually as of the first day of each Mond
Year and as of the date of issuance of any -series of Additional
Bonds hereunder.
xK.; "Mayor" means the Mayor of the Issuer or in his
absence or inability -to perform, the Vice Mayor of the Issuer.
LL. "moody's" means Moody's investors Service, Inc. and
its successors.
means any
mM. "Municipal Bond Insurance Policy"
municipal. bond insurance policY"which- RaY, be prdcU . red --the :City
Manager or the Mayor pursuant- to Section t. D he�riiri-_
NN. "outstanding" or "Bonds outstanding" means all Bon
ds
which have been issued pursuant to this resolution except--.
I led" ;ifteir: ritir-dhWfi* 414 thb-113-
(a). :Bonds eani:*
-ber Adnt. pay- oz7 r
mArket:;or ,f, :.at' . . . . . . . . . ...
atige o
prior to maturity."
(b) fonds for-t-he pay"ke0to ion
G6virli*ental
-diAA4atioinsOe,"y* CO 11A 10n..1
stiarl2: have been theretofore ' irrevocably last
-.6t- an:* KU. e Sri
spe"0''
with- the- Payi:hg,,,Agent;
pia account.
-agent-- q vir-::u - n,-pp-
it jaing:-asi'�.-in espr
Poa ory-e♦lor -date"of-ml L::RU
bi! 3
eiJbi to the Imiturity,
prior
-in an amount which, to44"fiek.
, " b�-illiiw! 6h
such GoVernm"tal obligations';
-such Son 8
the f and ' interest . -:bn--. 14
SEOPW/cRX
Agent; and
(c) Bonds which are deemed paid pursuant to the
last paragraph of Section 12 hereof or in lieu of which
other Bonds have been issued under Section 11 hereof.
oo. "Paying Agent" means the bank or trust company
appointed by the City Manager or Mayor in accordance with the
t- as of section 7 hereof as Paying Agent, or any successors
dL__gnated pursuant to this Resolution.
pp. '-Pledged Revenues" means the Tax Increment Revenues
and Guaranteed Entitlement, which Guaranteed Entitlement shall
not exceed $300,000 in any fiscal year, plus all funds held in
trust by the Issuer hereunder for the benefit of the Bondholders
(but expressly not including the Rebate Fund), and all earnings
and investment income derived from the investment thereof.
QQ. "Principal Account" means the Principal Account
within the City of Miami, Florida Community Redevelopment Revenue
Bonds, Series 1990 Sinking Fund created pursuant to Section 17C
of this Resolution.
RR. "Principal Payment Date" means, such date or dates
as selected by an Authorized Officer when principal is due and
payable to registered owners of the Bonds.
Ss. "Project" means the acquisition of certain real
property located in the South East overtown/Park West area of the
City of Miami, Florida and the improvement thereof to facilitatte
the construction and development in such area of multi -family
residential facilities, commercial development and public
improvements thereby constituting a redevelopment project.
TT. "Rebate Amount" means with respect to such series of
Bonds issued hereunder, the excess of the amount earned onnfall-
non-purpose investments (as defined in Section 148(f)( )
the
Code) over the amount which would have been earned if such non -
purpose investments were invested at a rate equal to the yield on
that series of Bonds, plus any income attributable to such
excess.
W. "Rebate Fund" means the City of Miami, Florida
Community Redevelopment Revenue Bonds, Series 1990 Reserve Fund
created and established pursuant to section 17C of this
Resolution.
W. "Redemption Account" means the Redemption Account
within the City of Miami, Florida Community Redevelopment Revenue
Bonds, Series 1990 Sinking Fund created pursuant to section VC
of this Resolution.
WW. "Redevelopment Act" means the Community
Redevelopment Act of 1969, codified as Part III, Chapter 163,
Florida Statutes.
XX. "Redevelopment Trust Fund"
redevelopment trust fund authorized by
Agreement and created by Ordinance No.
County Commission on December 21, 1982,
enacted by the City Commission on April
10018 enacted by the City Commission o
is deposited Tax Increment Revenues fo
on the Bonds.
means the
the Interlocal Cooperation
82-115, enacted by the
Ordinance No. 959D,
6, 1983 and Ordinand0*:::No:
n July 18, 1985,.. into:. rhich
r repayment of debt -.service
swpw�c A_
YY.Reserve Fund" means the City of Miami, Florida
Community Redevelopment Revenue Bonds, Series 1990 Reserve Fund
created and established pursuant to Section 17C of this
Resolution.
ZZ. "Reserve Product" means bond insurance, a surety
bond or a letter of credit or other credit facility used in lieu
of a cash deposit in the Reserve Fund and meeting the terms and
conditions of Section 17G of this resolution.
aa. "Reserve Product Provider" means a reputable and
nationally recognized bond insurance provider or a bank or other
financial institution providing a Reserve Product, whose bond
insurance policies insuring, or whose letters of credit, surety
bonds or other credit facilities securing, the payment, when due,
of the principal of and interest on bond issues by public
entities results in such issues (as of the date of issuance of
the series of Bonds for which the Reserve Product is to be
utilized) being rated in one of the two highest rating categories
by S&P and Moody's.
bb. "Reserve Requirement" means the lesser of the
Maximum Bond Service Requirement or the maximum amount permitted
under the Code to be on deposit in the Reserve Fund without
adversely affecting the exclusion of the interest on any of the
Bonds from the gross income of the holder thereof.
cc. "Revenue Fund" means the City of Miami, Florida
Community Redevelopment Revenue Bonds, Series 1990 Revenue Fund
created and established pursuant to Section 17C of this
Resolution.
dd. "Serial Bonds" means all Bonds of a series other
than Term Bonds.
ee. "Sinking Fund" means the City, of Miami, Florida
Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund
created and established pursuant to Section 17C of this
Resolution.
ff. "S&P" means Standard & Poor's Corporation and its
successors.
gg. "Tax Increment Revenues" means the tax increment
payments deposited to the Redevelopment Trust Fund pursuant to
the Act and the Interlocal Cooperation Agreement.
hh. "Trustee" means Barnett Banks Trust Company, N.A.,
or any bank or trust company having the pourer to exercise
corporate trust powers, within or without the State of Florida,
appointed by the Issuer to carry out the duties of Trustee under
this Resolution, and its successors or assigns hereafter
appointed as Trustee in the manner provided in this Resolution.
^
ii. "Underwriter (s)" means PaineWebber Incorporated,
Grigsby Brandford Powell Inc., AIBC Investment Service Corp., and
Guzman & Company as purchasers of the Bonds, any successors
thereto or other purchasers of the Bonds.
jj. Words importing singular number shall include the
plural number in each case and vice versa, and words importing
persons shall include firms, corporations or other entities
including governments or governmental bodies.
SECTION 3. FINDINGS AND DETERMINATIONS. It is hereby
6 swPWAN
ascertained,'%,etermined and declared that:
A. The findings, determinations and declarations of the
Issuer contained in the Bond Resolution remain true and accurate
as of the date hereof and are hereby ratified and confirmed.
B. The City Commission, of the Issuer and the County
Commission of Dade County, Florida have held all public hearings
and have accomplished all actions required to be taken under the
R.._.,relopment Act in order to (i) designate the site of the
Project as a slum or blighted area under the Redevelopment Act,
(i=) dcsicnat-, the City Commission as the CRA, (iii) adopt the
community redevelopment plan for the site of the Project, and
(iv) create and establish the Redevelopment Trust Fund and
deposit the Tax Increment Revenues therein.
C. The Interlocal Cooperation Agreement and the
Interlocal Agreement remain in full force and effect.
D. It is necessary and in the best interests of the
Issuer and its citizens for the issuer to issue the 1990 Bonds to
provide funds for (1) the acquisition and improvement of lands in
connection with the Project and (2) the repayment of the HUD Loan
and the Issuer has the power to authorize the issuance of
Additional Bonds to be certain that adequate funds for the
purposes herein mentioned will be available.
E. The 1990 Bonds will be paid from the Pledged Revenues
in the manner provided herein. The Pledged Revenues will be at
least sufficient to pay the principal of, interest on and
redemption premiums, if any, with respect to the 1990 Bonds as
the same become due.
F. In the event that Additional Bonds authorized hereby
are issued, they will also be paid from the Pledged Revenues, on
a parity with the 1990 Bonds, and the Pledged Revenues will be at
least sufficient to pay the principal of, interest on and
redemption premiums, if any, with respect to the 1990 Bonds and
such Additional Bonds.
G. Notice of a public hearing scheduled on December 6,
1989, by the Issuer inviting written and oral comments and
discussion regarding the issuance of the Bonds and the plan of
financing for the repayment of the HUD Loan and the acquisition
of the lands related to the Project was published an or about
November 21, 1989 in the Miami Review, a newspaper of general
circulation in the City of Miami, Florida.
H. Pursuant to such notice, a public hearing was }geld on
December 6, 1989, during which written and oral conments amd
discussions from interested persons were requested and heard
concerning the issuance of the Bonds and the plan of financing
for the repayment of the HUD Loan and the acquisition of the
lands related to the Project. The public bearing was held by the
Assistant City Manager for the City of Miami, Florida.
I. It is hereby ascertained, determined and declared
that, because of the characteristics of the 1990 Bonds,
prevailing and anticipated market conditions and additional
savings to be realized from an expeditious sale of the 1990
Bonds, it is in the best interest of the Issuer to accept the
offer of the Underwriter(s) to purchase the 1990 Bonds at a
private negotiated sale upon the terms and conditions set forth
herein or as determined by the city Manager.
SWPW/CAA U i -
7
J. The 1990 Bonds were validated pursuant to a Final
Judgment of the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida, entered in Case No. 90-21135-CA-13
on August 23, 1990.
K. The Issuer wishes to have the option of providing
credit support for the 1990 Bonds by securing the Municipal Bond
Insurance Policy from the Bond Insurer, as determined by the
Authorized Officer(s) and in order to secure said Municipal Bond
i__..arance Policy, the Issuer agrees to provide certain covenants
an" agreements for the benefit of the Bond Insurer, as may be
described.hE=cin or as may be described in a subsequent
resolution of the City Commission or as may be determined to be
in the Issuer's best interest by an Authorized Officer.
L. The Issuer wishes to have the option of funding the
required deposit into the Reserve Fund in connection with the
issuance of the 1990 Bonds by means of the Reserve Product from
the Reserve Product Provider, as determined by the City Manager
and in order to secure said Reserve Fund, the Issuer has agreed
to provide certain additional covenants and agreements for the
benefit of the Reserve Product Provider, as described herein or
as may be described in a subsequent resolution of the City
Commission or as may be determined to be in the Issuer's best
interest by an Authorized_Officer(s).
M. The Underwriters) will provide the Issuer with a
disclosure statement containing the information required by
Section 218.385(6), Florida Statutes and no other disclosure is
required by the Issuer.
SECTION 4. COST OF THE PROJECT; AWARD AND TERMS OF THE
1990 BONDS.
A. The acquisition and improvement of lands in
connection with the Project and the repayment of the HUD Loan was
authorized pursuant to the Bond Resolution. The cost of the
Project shall be deemed to include, without limitation, the
following costs: (i) the cost of the items described in the
plans and specifications for the Project; (ii) all costs of
planning, designing, acquiring, improving, developing, financing
and placing the Project in operation; (iii) all costs of issuance
of the 1990 Bonds, the cost of the Reserve Product, the cost of
the Municipal Bond Insurance Policy, bond counsel, underw items'
and underwriters' counsel and financial advisors' fees and
expenses, printing costs, rating agency fees, initial acceptance
fees and counsel fees of Trustee, Paying Agent, Bond Registrar,
Authenticating Agents, Authorized Depositories and financial
institutions providing special credit facilities, if any, with
respect to the 1990 Bonds; (iv) the cost of acquisition and
improvement of the lands deemed necessary for the Project; (v)
all engineering, legal and financial costs and expenses with
respect to the Project; (vi) all expenses for estimates of costs
and of revenues; (vii) costs of obtaining governmental and
regulatory permits; licenses and approvals; (viii) all fees of
special advisors and consultants associated with one or more
aspects of the Project; (ix) all costs relating to claims or
judgments arising out of, including the acquisition and
improvement of land related to, the Project; (x) all federal,
state and local taxes and payments in lieu of taxes required to
be paid in connection with the acquisition, improvement ai.d
development related to the Project, if any; (xi) all amounts
required to be paid by this Resolution or any supplemental
ordinance or resolution authorizing the issuance of Bonds; (xii)
the payment of all principal, premium, if any, and interest when
due, whether at the maturity thereof or at the due date of
u -9 2
SWPWXD A
interest or ui redemption of any Bonds or other evidences of
indebtedness ±%.sued to finance a portion of the t of the
Project; (xiii) interest on 1990 Bonds prior to 6A during
acquisition or improvement of the lands related to the Project
and for such additional pericds as the Issuer may reasonably
determine to be necessary for the placing of the Project in
operation; (xiv) the reimbursement to the Issuer of such related
costs of the Project that have been advanced by the Issuer before
the delivery of the Bonds which amounts shall be as determined
in negotiations between the County and Issuer but shall not
exceed seven hundred and fifty thousand ($750,000) dollars; and
(xv, such other costs and expenses which shall be necessary or
incidental t- the financing herein authorized and the
acquisition, improvement of the lands related to, and the
development of, the Project and the placing of same in operation.
B. The 1990 Bonds shall be issued in an aggregate
principal amount of eleven million five hundred thousand dollars
($11,500,000).
C_ The City Manager is hereby authorized and directed to
award the sale of the Bonds to the Underwriter(s) and to approve
the form and terms thereof, including the redemption terms,
pursuant to and in accordance with the terms of the Bond Purchase
Agreement at an aggregate purchase price as approved by the City
Manager of no less than 98% of the original principal amount of
the 1990 Bonds (excluding original issue discounts) (the "Minimum
Purchase Price") and at a true interest cost rate ("TIC"), as
approved by the City Manager not to exceed 13% (the "Maximum
TIC"), provided, however, that in no event shall the ?990 Bonds
be issued bearing an interest rate exceeding the maximum rate
permitted by applicable law.
D. The 1990 Bonds shall be dated November 1, 1990, shall
bear interest from such date, payable semi-annually on the first
day of April and the first day of October of each year,
commencing on April 1, 1991, at the rates and shall mature on the
date or dates (but in no event later then 30 years from the dame
of issuance thereof) set forth or incorporated by reference in
the Bond Purchase Agreement or the final Official Statement, as
such rates and maturity date or dates may be approved by the City
Manager, provided that the TIC shall not exceed the maximum TIC,
unless otherwise provided by subsequent ordinance or resolution
enacted or adopted on or prior to the delivery of the 1990 Bonds.
The 1990 Bonds shall be issued as fully registered bonds in the
denomination of $5,000 each or any integral multiple thereof.
Interest on the 1990 Bonds shall be calculated based upon a year
of 360 days consisting of 12 30-day months.
E. The 1990 Bonds shall be subject to such optional and
mandatory redemption provisions as are provided in the Bond
Purchase Agreement and/or the final Official Statement with
respect to the 1990 Bonds.
` SECTION 5. THIS INSTRUMENT TO CONSTITUTE CONTRACT. Upon
and in consideration of the acceptance of the Bonds by the
Bondholders, this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and the Bondholders. The
covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal and proportionate benefit,
protection and security of the Bondholders and all Bonds issued
pursuant to this Resolution shall be of equal rank, without
preference, priority or distinction over any other Eonds, except
as expressly provided herein.
SECTION 6. APPROVAL OF BOND PURCHASE AGREEMENT;
9
PW/CIt DA
APPROVAL O 'RELIMINARY OFFICIAL STATEMENT.
A. The form of the Bond Purchase Agreement presented by
the Underwriter(s) and attached hereto as Exhibit "A" is hereby
approved, subject to such changes, insertions and omissions and
such filling of blanks therein as may be approved and made in
such Bond Purchase Agreement by the officers of the Issuer
executing the same, in a manner consistent with the provisions of
this Resolution, such execution to be conclusive evidence of such
approval. Upon receipt of a disclosure statement, the City
Manager is hereby authorized to accept the offer of the
••^derwriter(s) to purchase the 1990 Bonds in the aggregate
principal of $11,500,000, at a TIC not to exceed the Maximum TIC,
and ct z purchase price of not less than the Minimum Purchase
Price, plus accrued interest thereon to the date of delivery,
upon the terms and conditions set forth in the Bond Purchase
Agreement. The Mayor or the City Manager and the Clerk are
hereby authorized to execute the Bond Purchase Agreement for and
on behalf of the Issuer pursuant to the terms hereof and of the
Bond Purchase Agreement.
B. The Issuer hereby approves the form and content of
the preliminary official statement (the "Preliminary Official
Statement") attached hereto as Exhibit "B". The use of such
Preliminary Official Statement in connection with the marketing
of the 1990 Bonds is hereby authorized and ratified. The Mayor
is hereby authorized to approve and execute, on behalf of the
Issuer, a final Official Statement relating to the 1990 Bonds
with such changes from the Preliminary official Statement, within
the authorizations and limitations contained herein, as the Mayor
and the City Manager, in their sole discretion, may approve, such
final Official Statement is hereby authorized to be used and
distributed in connection with the marketing and sale of. the 1990
Bonds.
SECTION 7. TRUSTEE, AUTHENTICATING AGENT, PAYIbG AGENT
AND BOND REGISTRAR. The Mayor or the City Manager, at or prior
to the time of execution of the Bond Purchase Agreement, is
hereby authorized to appoint the Trustee, Authenticating Agent,
Paying Agent and Bond Registrar by an instrument or instruments
in writing and to negotiate a fee or fees to be paid for such
services.
SECTION S. AUTHORIZATIONS.
A. The Mayor and the City Manager, or either of them,
and the Clerk of the Issuer are hereby authorized, subject to the
terms hereof, to sign the Bond Purchase Agreement at the places
provided therein and the Mayor or the City Manager is hereby
authorized and directed to initial or otherwise approve such
changes to the Bond Purchase Agreement as he may deem advisable.
The signature of the Mayor or the City Manager and the Clerk on
the Bond Purchase Agreement shall be conclusive evidence of the
acceptance thereof, and the initials of the Mayor or the City
Manager at any change shall be conclusive evidence that such
change has been duly authorized. The Mayor or the City Manager
is hereby authorized and directed to deliver the Bond Purchase
Agreement following the execution thereof in accordance with this
Resolution to a representative of the Underwriter(s).
B. The Mayor and the Clerk are hereby authorized and
directed on behalf of the Issuer to execute the 1990 Bonds
(including any temporary bond or bonds) as provided herein and
either of such officers is hereby authorized and directed upon
the execution of the 1990 Bonds in the form and manner set forth
herein to deliver the 1990 Bonds in the amounts authorized to be
10
sEOPWACHA_
hm
issued hereunc to the Authenticating Agent for authentication
and delivery t`s" or upon the order of, the Under ter(s)
pursuant to the Bond Purchase Agreement, upon paylt'nt of the
purchase price to the Issuer and upon compliance by the
Underwriter(s) with the terms of the Bond Purchase Agreement. The
City Attorney is hereby authorized to approve the form of the
1990 Bonds and to execute such 1990 Bonds to evidence such
approval.
C. The Authorized Officers are each designated as agents
of the Issuer in connection with the issuance and delivery of the
i9y.. Bonds and are authorized and empowered, collectively or
individually, to take all action and steps and to execute all
instruments, documents and contracts on behalf of the Issuer that
are necessary or desirable in connection with the execution and
delivery of the 1990 Bonds, and which are specifically authorized
by or are not inconsistent with, the terms and provisions of this
Resolution or any action relating to the 1990 Bonds heretofore
taken by the Issuer, including, but not limited to, the actions
described in subsections D and E of this Section 8, the engaging
of printing services for the Bonds and for offering materials or
documents related to the sale of the Bonds and the engaging of
the services of The Depository Trust Company. Such officers and
those so designated are hereby charged with the responsibility
for the issuance of the 1990 Bonds.
D. The payment of principal of and interest or. the 1990
Bonds issued hereunder may be secured by the Municipal Bond
Insurance Policy to be issued by the Bond Insurer, all as
determined by an Authorized Officer. The Authorized Officer(s)
is hereby authorized and directed, if necessary, to secure such
Municipal Bond Insurance Policy and pay the cost of the -.premium
thereof out of the proceeds of the 1990 Bonds or any other
available moneys.
E. The deposit required to be made into the Reserve Fed
in connection with the issuance of the 1990 Bonds may be
satisfied by means of the Reserve Product to be issued by the
Reserve Product Provider, all as determined by the Authorized
Officer. The Authorized Officer(s) is hereby authorized and
:.-'j directed to secure such Reserve Product and pay the cost thereof
out of the proceeds of the 1990 Bonds or any other available
moneys.
SECTION 9. EXECUTION AND AUTHENTICATION OF BONDS. The
1990 Bonds shall be signed and executed in the name of the Issuer
by Mayor and the seal of the Issuer shall be impressed,
imprinted, reproduced or lithographed thereon and attested to and
countersigned by the Clerk, and the City Attorney shall sign the
Bonds to evidence his approval of their.form. All such
obligations shall be validly executed when signed by the persons
who shall respectively hold such offices at the time of
execution, attestation and approval, without regard to who held
such offices on the date of such obligations or who holds such:
offices at the time of their delivery. The signatares of the
Mayor, the Clerk and the City Attorney on the Bonds may be by
facsimile.
No Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit under this Resolution
unless or until a certificate of authentication on such Bond
substantially in the form set forth below shall have been duly
executed by the Authenticating Agent with respect to the Bonds.
The Authenticating Agent's certificate of authentication on any
Bond shall be deemed to have been duly executed by it if manu..:-'y
signed by an authorized officer or signatory of the
SEOPW/CI"k _ 92
Authenticati Agent, but it shall not be neces ry that the same
officer or signatory sign the certificate of au _Qntication on
all Bonds issued hereunder.
SECTION 10. NEGOTIABILITY AND REGISTRATION. The 1990
Bonds shall be and have all the qualities of investment
securities under the Uniform Commercial Code -Investment
Securities Act of the State of Florida.
SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
the event any Bond is mutilated, lost, stolen or destroyed,
th_ issuer shall, unless the Issuer has notice that the Bond has
been by a bona fide purchaser, execute and the Bond
Registrar shall authenticate a new Bond of the same series, of
like date, interest rate, maturity and denomination to that of
the mutilated, lost, stolen or destroyed Bond; provided that, in
the case of any mutilated Bond, such mutilated Bond shall first
be surrendered to the Bond Registrar, and in the case of any
lest, stolen or destroyed Bond, there first shall be furnished to
the Issuer and the Bond Registrar evidence of such loss, theft or
destruction statisfactory to the Bond Registrar and not objected
to by the Issuer, together with an indemnity satisfactory to the
Bond Registrar and not objected to by the Issuer. In the event
any such Bond shall have matured or been called for redemption,
instead of issuing a duplicate Bond, the Bond Registrar, on
behalf of the Issuer, may_direct the Paying Agent to pay the same
without surrender thereof, making such requirements as it deems
fit for its protection and that of the _issuer, including the
furnishing of evidence and indemnity the same as in the case of
the issuance of a new Bond. The Issuer and the Bond Registrar
may charge the owner of such Bond with their reasonable fees and
expenses for such service and any tax or other governmental
charge in connection therewith. Any such duplicate Bond shall
constitute an original contractual obligation on the part of the
Issuer whether or not thedestroyed, stolen or lost Bond be at any
time found by anyone,and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on and
source of andsecurity for payment from, the funds pledged herein
to the sameextent as all other Bonds.
SECTION 12. PROVISIONS FOR REDDIPTION. The 1990 Bonds
shall be subject to redemption prior to their maturity as
provided in Section 4 above. The Additional Bonds shall be
subject to redemption prior to their maturity in the manner and
upon such terms and conditions as the Issuer shall prescribe by
ordinance or resolution enacted or adopted at or before the
delivery thereof.
Notice of call for redemption shall be given by the Bond
Registrar by deposit in the U.S. mail (first class) of a copy Of;
a redemption notice, postage prepaid, at least thirty and not
more than sixty days prior to the redemption date, to the
registered owner of each Bond to be redeemed at the address shown
on the fifth (5th) business day preceeding the date of nailing on
the registration books to be maintained in accordance with the
provisions hereof. Failure to give such notice to any
Bondholder, or any defect therein, shall not affect the validity
of the proceedings for the redemption of any Bond or portion
thereof with respect to which no such failure has occurred.
Each notice shall set forth the date fixed for
redemption, the rate of interest borne by each Bond being
redeemed, the redemption date of each Bond being redeemed, the
name and address of the Bond Registrar, the redemption price to
12 .•�
SEOPW,� u r 52
be paid and, 1*4,sless than all of the Bonds then standing shall
be called for redemption, the distinctive numbe nd letters,
including CUSIP numbers, if any, of such Bonds to be redeemed
and; in the case of Bonds to be redeemed in part only, the
portion of the principal amount thereof to be redeemed. If any
Bond is to be redeemed in part only, the notice of redemption
which relates to such Bond shall also state that on or after the
redemption date, upon surrender of such Bond, -- new Bond or Bonds
in a principal amount equal to the unredeemed portion of such
Bond will be issued.
5ny notice mailed as provided in this section shall be
conclusively nesumed to have been duly given, whether or not the
—wnnr nt euch Bond receives such notice.
Notice having been mailed in the manner and under the
conditions hereinabove provided, the Bonds or portions of Bonds
so called for redemption shall, on the redemption date designated
in such notice, become and be due and payable at the redemption
price provided for redemption of such Bonds or portions of Bonds
on such date.
In addition to mailing the notice described above, each
notice of redemption and payment of the redemption price shall
meet the requirements of this paragraph; provided however, that
failure of such notice or payment to comply with the terms of
this paragraph shall not in any manner defeat the effectiveness
of a call for redemption if notice thereof is given as prescribed
above in this Section 12.
(a) Each notice of redemption shall be sent at
least 30 days before the redemption date by registered
zi or certified mail or overnight delivery service or
telecopy to all registered securities depositories then
in the business of holding substantial amounts of
=� obligations of types comprising the Bonds (such
depositories now being The Depository Trust company, New
=` York, New York, Midwest Securities Trust Company,
Chicago, Illinois, and Philadelphia Depository Trust
Company, Philadelphia, Pennsylvania) and to one or more
,3 national information services that disseminate notices
of redemption of obligations such as the Bonds.
(b) Each notice of redemption shall be published
one time in The Bond Buyer of New York, New York, or, if
s such publication is no longer published or if the Issuer
so directs, in some other financial newspaper or journal
which regularly carries notices of redemption of other
obligations similar to the Bonds, such publication to be
made at least 30 days prior to the date fixed for
J
redemption.
.1
c: (c) Upon the payment of the redemption price of
Bonds being, redeemed, each check or other transfer of
funds issued for such purpose shall bear the CUSIP
number identifying, by issue and maturity, the Bonds
being redeemed with the proceeds of such check. or other
transfer.
' In case part but not all of an outstanding fully
registered Bond shall be selected for redemption, the registered
owner thereof shall present and surrender such Bord to the issuer
jor its designated Paying Agent for payment of the principal
! amount thereof so called for redemption, and the Issuer shall
execute and deliver to or upon the order of such registered
owner, without charge therefor, for the unredeemed balance of the
13
92
SEOPW/C,RA
principal amok of the Bond so surrendered, a P ld or Bonds
fully registered as to principal and interest.
Bonds or portions of Bonds that have been duly called
for redemption under the provisions of this Section 12, and with
respect to which amounts sufficient to pay the principal thereof
and interest thereon to the date fixed for redemption shall be
delivered to and held in separate accounts I-:- the Paying Agent
with respect to such Bonds in trust for the holders or registered
owners thereof, as provided in this Resolution, shall not be
dee"+ed to be outstanding under the provisions of this Resolution
anL. shall cease to be entitled to any lien, benefit or security
under th?s Resolution, except to receive the payment of the
redempt;on price on or after the designated date of redemption
from moneys deposited with or held by the Paying Agent for such
redemption of the Bonds and, to the extent provided in this
Section 12, to receive Bonds for any unredeemed portions of the
Bonds_
SECTION 13. ADDITIONAL TERMS AND FORM OF 1990 BONDS.
A. The 1990 Bonds shall be numbered consecutively from
one upward preceded by the letter "R" prefixed to the number. The
Issuer shall appoint such additional registrars, transfer agents,
3 depositories, other agents and additional registrars as may be
necessary to cause the registration, registration of transfer and
reissuance of the 1990 Bonds within a commercially reasonable
time according to the then current industry standards. Principal
of and premium, if any, on the 1990 Bonds shall be payable upon
presentation and surrender of the 1990 Bonds at the principal
corporate trust office of the Trustee. Interest on the 1990
Bonds shall be paid by check or draft drawn upon the Paying Agent
{ and mailed to the registered owners of the 1990 Bonds at the
addresses as they appear on the registration books maintained by
the Bond Registrar at the close of business on the fifteenth daty
(whether or not a business day) of the month next preceding the
interest payment date (the "Record Date"), irrespective of any
transfer or exchange of such 1990 Bonds subsequent to such Record
Date and prior to such interest payment date, unless the Issuer
�7 shall be in default in payment of interest due on such interest
payment date. In the event of any such default, such defaulted
�i interest shall be payable to the persons in whose names such 1990
'i Bonds are registered at the close of business on a special record
date for the payment of such defaulted interest as established by
4, notice, by deposit in the U.S. mail (first class), postage
prepaid, by the Bond Registrar to the registered owners of 1990
Bonds not less than fifteen (15) days preceding such special
a
record date. Such notice shall be mailed to .he persons in whose
names the 1990 Bonds are registered at the close of business on
the fifth (5th) business day preceding the date of mailing.
Tj The registration of the Bonds may be transferred upon
the registration books upon delivery to the principal office of
i the Bond Registrar, accompanied by a written instrument or
�? instruments of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the
registered owner of such Bond or by his attorney -in -fact or legal
representative, containing written instructions as to the details
of transfer of such Bond, along with the social security number
or federal employer identification number, if any, of such
transferee. In all cases of a transfer of a Bond, the Bond
Registrar shall at the earliest practical time in accordance with
the provisions of this Resolution enter the transfer of ownership
z in the registration books and (unless uncertificated registration
shall be requested and the Issuer has a registration system that
14
QgnDUT 11"D A
will accommo a uncertificated registration) sr-ll deliver in
the name of new transferee or transferees a w, fully
registered Bond or Bonds of the same maturity and of authorized
denomination or denominations, for the same aggregate principal
amount and payable from the same sources of funds. Neither the
Issuer nor the Bond Registrar shall be required to register the
transfer of any Bonds during the fifteen (15) days next preceding
an interest payment date of the Bonds or, in the case of any
proposed redemption of Bonds, during the five (5) business days
preceding the mailing of notices of redemption after such Bonds
or any portion thereof has been selected for redemption. The
er and the Bond Registrar may charge the registered owner of
such Bonds F'or the registration of every such transfer .of a Bond
suffiolenz to -aimburse them for any taxes or any other
governmental charge required (other than by the Issuer) to be
paid with respect to the registration of such transfer, and may
require that such amounts be paid before any such new Bond shall
be delivered.
If the date of payment of the principal of, premium, if
any, or interest on this 1990 Bord shall be P Saturday, Sunday,
legal holiday or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent is located
are authorized by law or executive order to close and on which
the Paying Agent is closed, then the date for such payment shall
be the next succeeding day which is not Saturday, Sunday, legal
holiday or a day on which -such banking institutions are
authorized to close and on which the Paying Agent is closed, and
payment on such day shall have the same force and effect as if
made on the nominal date of payment.
The Issuer, the Trustee, the Authenticating Agent, the
Bond Registrar, and the Paying Agent may deem and treat the
registered owner of any Bond as the absolute owner of such Bond
for all purposes of this Resolution, including, without
limitation, receiving payment of the principal thereof and the
interest and premiums, if any, thereon. Bonds may be exchanged
at the office of the Bond Registrar for a like aggregate
principal amount of Bonds of other denominations of the same
series and maturity.
B. The text of the 1990 Bonds and the form of assignment
for such 1990 Bonds, the Certificate of Authentication and the
Validation Certificate shall be substantially in the following
form, with such omissions, insertions and variat:ions as may be
necessary or desirable and authorized by this Resolution or by
any subsequent resolution or ordinance adopted or enacted prior
to the issuance thereof, or as may be approved and made by the
officers of the Issuer executing the same, such execution to be
conclusive evidence of such approval:
(Form of 1990 Bond)
1
REGISTERED
REG: ERED
No. R- $
UNITED STATES OF A14ERICA
STATE OF FLORIDA
CITY OF MIAMI
COMMUN_.TY REDEVELOPMENT REVENUE BONDS,
SERIES 1990
Interest Rate_ Maturity Date: Original Dated Date CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
_ 1, 1990
The City of Miami, Florida (hereinafter called
the "Issuer"), for value received, hereby promises to pay to the
Registered owner identified above, or such owner's legal
representatives or registered assigns hereinafter provided, on
the Maturity Date identified above, solely from the revenues
hereinafter mentioned, the -Principal Amount identified above, and
to pay, solely from such special revenues and in like coin or
currency, interest on the Principal Amount from the later of the
Original Dated Date shown above or from the most recent interest
payment date to which interest has been paid, at the Interest
Rate per annum set forth above (computed on the basis of a 360-
day year consisting of 12 30-day months), until payment of the
Principal Amount, or until provision for the payment thereof has
been duly provided for, such interest being payable semi-annually
on the first day of April and the first day of October of each
year, commencing on April 1, 1991. Principal of this Bond shall
be payable upon presentation and surrender hereof at the
principal office of Barnett Banks Trust Company, N.A.,
Jacksonville, Florida, or its successors (the "Paying Agent").
Interest will be paid by check or draft mailed to the Registered
Owner hereof at such owner's address as it appears on the
registration books of the Issuer at the close of business on the
15th day (whether or not a business day) of the month next
preceding the interest payment date (the "Record Date"),
irrespective of any transfer or"exchange of such Bond subsequent
to such Record Date and prior to such interest payment date,
unless"the Issuer shall be in default in payment of interest due
on such interest payment date. In the event of any such default,
such defaulted interest shall be payable to the person in whose
name this Bond is registered at the close of business on a
special record date for the payment of such defaulted interest as
established by notice, ty deposit in the U.S. mail (first class),
postage prepaid, by the Bond Registrar to the registered owners
of Bonds not less than fifteen days preceding such special record
date. Such notice shall be mailed to the person in whose name
the Bonds are registered at the close of business on the fifth
(5th) business day preceding the date of mailing.
16
SEopwie RA _ 52
Thi Bond and the interest hereon are ,able solely
from and secured solely by (1) a certain portior� of the Issuer's
share of the Guaranteed Entitlement determined pursuant to
Chapter 218, Part II of the Florida Statutes, which amount shall
fi not exceed $300,000 in any fiscal year, the lien of 1990 Bonds on
such Guaranteed Entitlement being on a parity with the
obligations of the Issuer pursuant to its $^-,500,000 Guaranteed
Series 1989 and any bonds hereafter
Entitlement Revenue Bonds,
issued on a parity therewith, but junior and subordinate to the
uer's obligation to set aside $2,000,000 per fiscal year
' th.uugh the fiscal year ending December 31, 1995 to be used to
repay a _oa,: -ode to the Issuer by the First Municipal Loan
- Council (the "council") under a Participation Agreement dated
June 15, 1989, between the Issuer and the Council, and (2) Tax
Increment Revenues legally due the community Redevelopment Agency
(as defined in the Resolution) which funds shall be deposited in
the Redevelopment Trust Fund all in the manner and to the extent
provided in the Resolution No. 90-0196 adopted by the Issuer on
o )8
-871
March 8, 1990 as supplemented pursuant to Resolution Ntion{The
adopted on November 8, 1990 (collectively, the
funds referred to in sections 1-2 of the preceding sentence are
herein collectively referred to as the "Pledged Revenues".)
Reference is hereby made to the Resolution for the provisions,
among others, relating to the terms of, lien on and security for
the Bonds, the custody and application of the proceeds of the
Bonds, the rights and remedies of the owners of the Bonds and the
extent of and limitations on the Issuer's rights, duties and
i obligations, and the provisions permitting the issuance of
additional parity indebtedness, to all of which provisions the
owner hereof assents by acceptance of this Bond. Tereus not
otherwise defined herein shall have the meanings ascribed thereto
' in the Resolution.
Ij
`'• This Bond shall not be deemed to constitute a general
ii debt, liability or obligation of the Issuer or of the State of
i Florida or of any political subdivision thereof, or a pledge of
the faith and credit of the Issuer or of the State of Florida or
any political subdivision thereof within the meaning of any
i
charter provision or limitation,
constitutional, legislatige or
h but shall be payable solely from the Pledged Revenues in the
manner and to the extent provided in the Resolution. It is
expressly agreed by the Registered Owner of this Bond that the
Issuer is not obligated to pay this Bond, any redemption premium
i related hereto, or any interest hereon except from the Pledged
Revenues in the manner and to the extent provided in the
Resolution and such Registered Owner shall never have the right,
directly or indirectly, to require or compel the exercise of the
ad valorem taxing power of the Issuer or any other political
subdivision of the State of Florida or taxation in any form on.
f any real or personal property for the payment of the principal
of, redemption premium, if any, and interest on this Bond or for
is the payment of any other amount provided for in the Resolution.
�f It is further agreed between the Issuer and the
Registered Owner of this Bond that this Bond and the indebteciness
:t
evidenced hereby shall not constitute a lien upon the Project as
hereinafter defined), or any part thereof, or any other tang
kble
personal property of or in the Issuer, but shall constitute a
I lien only on the Pledged Revenues described above, all in the
ER manner and to the extent provided in the Resolution. Neither the
its members of the governing body of the Issuer nor any person
executing the Bands shall be liable personally on the Bonds by
reason of their issuance.
V r',
17 SWpW/CWA
REFE hCE IS HEREBY MADE TO THE FURTHE' ROVISIONS OF
THIS BOND SET FORTH IN THE REVERSE HEREOF WHICH`O THER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
FULLY SET FORTH IN THIS PLACE.
The Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or be=fit under the
Ordinance until the certificate of authentication hereon shall
have been manually signed by the Authenticating Agent.
IN WITNESS WHEREOF, The City of Miami, Florida, has
issued tt4,s cord and has caused the same to be signed by its
Mayor a,id attes:.ed to and countersigned by its City Clerk, either
manually or with their facsimile signatures, and its corporate
seal or a facsimile thereof to be reproduced hereon, all as of
the _ day of November, 1990.
THE CITY OF MIAMI, FLORIDA
( SEAL)
BY
Mayor
ATTESTED AND COUNTERSIGNED:
By
City Clerk Approved as to Form:
By
City Attorney
--
_i
.. CERTIFICATE OF AUTHENTICATION �✓
This Bond is one of the Bonds designated in and executed
under the provisions of the within mentioned Resolution.
Authenticating Agent
By
Authorized Officer
Date of Authentication:
(To be printed on the reverse side of the Bonds)
FURTHER BOND PROVISIONS
This Bond is one of an authorized issue of bonds in the
initial aggregate principal amount of $11,500,000, of like date,
tenor and effect, except as to number, maturity (unless all Bonds
mature on the same date) and interest rate. The Bonds of this
series were issued to finance (1) the repayment of a loan made to
the City by the Department of Housing and Urban Development (HUD)
which loan was used by the City to acquire certain lands and (2)
the acquisition and improvement of certain other lands, all in
connection with the redevelopment plan (the "Project") approved
by Dade County on December 7, 1982 for which the City Commission
of the Issuer is acting, pursuant to a delegation of power
thereto by the County, as Community Redevelopment Agency,
pursuant to the authority of and in full compliance with the
Constitution and laws of the State of Florida, including
particularly the Resolution, the charter of the City of Miami,
Florida (to the extent not inconsistent with and not repealed by
the provisions of Section 166.021, Florida Statutes), Chapter
166, Florida Statutes and the Constitution of the State of
Florida. This Bond is subject to all the terms and conditions of
the Resolution.
The Bonds of this issue are subject to redemption prior
to their maturity (insert any mandatory redemption provisions].
The Bonds of this issue shall be further subject to redemption
prior to their maturity at the option of the Issuer (Insert
optional redemption provisions].
Notice of such redemption shall be given in the manner
required by the Resolution.
` The registration of this Bond may be transferred upon
the registration books upon delivery to the principal office of
t the Bond Registrar, accompanied by a written instrument or
:,..; instruments of transfer in form and with guaranty of signature
;= satisfactory to the Bond Registrar, duly executed by the owner of
this Bond or by his attorney -in -fact or legal representative,
t containing written instructions as to the details of transfer of
i this Bond, along with the social security number or federal
:i employer identification number, if any, of such transferee. In
all cases of transfer of a Bond, the Bond Registrar shall at the
earliest practical time in accordance with the provisions of the
Resolution enter the transfer of ownership in the registration
books and (unless uncertificated registration shall be requested
and the Issuer has a registration system that will accommodate
uncertificated registration) shall deliver in the name of the new
transferee or transferees a new fully registered Bond or Bonds of
the same maturity and of authorized denomination of
denominations, for the same aggregate principal amount and
payable from the same sources of funds. Neither the Issuer nor
the Bond Registrar shall be required to register the transfer of
any Bond duri• the fifteen (15) days next preceding an interest
payment date .the Bonds or, in the case of an, roposed
redemption of Bonds, during the five (5) busine ays proceeding
the mailing of notices of redemption after such Bonds or any
portion thereof has been selected for redemption. The Issuer and
the Bond Registrar may charge the owner of such Bond for the
registration of every such transfer of a Bond sufficient to
reimburse them for any tax, fee or any other governmental charge
required (other than by the Issuer) to be paid with respect to
the registration of such transfer, and may require that such
amounts be paid before any such new Bond shall be delivered.
If the date of payment of the principal of, premium, if
any, c._• 17:teiElt on this Bond shall be a Saturday, Sunday, a
legal holiday or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent is located
are authorized by law or executive order to close and on which
the Paying Agent is closed, then the date for such payment shall
be the next succeeding day which is not Saturday, Sunday, a legal
holiday or a day on which such banking institutions are
authorized to close and on which the Paying Agent is closed, and
payment on such day shall have the same force and effect as if
made on the nominal date of payment.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen, and to be
performed precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and
time as required by the laws and Constitution of the State of
Florida applicable hereto, and that the issuance of the Bonds of
this series does not violate any constitutional, statutory or
charter limitation or provision.
This Bond is and has all of the qualities and incident
of an investment security under the Uniform Commercial Code -
Investment Securities Law of the State of Florida.
fl
20 "
I .:ji
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned, hereby sells,
(the "Transferor"),
assigns and transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING HUMBER OF TRANSFEREE:
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
as attorney to register the
transfer of the witnIFBond on the books kept for registration
and registration of transfer thereof, with full power of
substitution in the premises.
Date:
Signature guaranteed:
Registered owner
NOTICE: Signature(s) must
NOTICE: No transfer will be
Bond
be guaranteed by a member
registered and no new
firm of the New York
will be issued in the name of
the
Stock Exchange or a
the Transferee, unless
signature(s) to this assignment
commercial bank or
correspond(s) with the name as it
company.
appears upon the face of the
within Bond in every particular,
without alteration or enlargement or
any change whatever and the Social
Security or Federal Employer
Identification Number of the
Transferee is supplied.
VALIDATION CERTIFICATE
This is one of a
series of bonds which were validated
the Eleventh
and confirmed by judgment of the Circuit Court of
in for Dade County, Florida, rendered
Judicial Circuit Court,
and
on August 23, 1990.
Mayor, City of Miami,
Florida
(End of Bond Form]
21
SECTI**o,' 14. APPLICATION OF PROCEEDS.
1 d'
A. Proceeds from the sale of the 1990 Bonds, inc u ing
accrued interest and premium, if any, shall be applied by the
Trustee, simultaneously with the delivery of the 1990 Bonds, as
follows:
(1) An amount of proceeds of the 1990 Bonds equal to
accrued interest, if any, on the 1990 Bonds shall be
deposited in the Interest Account in the Sinking Fund
established hereunder and shall be applied to the
pay-,jent of interest next coming due on the 1990 Bonds.
(2) An amount of proceeds of the 1990 Bonds equal to the
costs of issuance of the 1990 Bondsshall be deposited in
the Acquisition and Improvement Fund hereinafter created
and established and shall be used to pay, when due, the
costs of issuance of the 1990 Bonds.
(3) If necessary, an amount of proceeds of the 3990
Bonds sufficient to acquire the Municipal Bond Insurance
Policy shall be transferred to the Bond Insurer.
(4) If necessary, an amount of the proceeds of the 1990
Bonds sufficient -to fund the Reserve
Fund to the Reserve Requirement shall be deposited in
the Reserve Fund or an amount sufficient to acquire the
Reserve Product shall be transferred to the Reserve
Product Provider.
(5) An amount of proceeds of the 1990 Bonds sufficient
to reimburse the Issuer for administrative costs in
connection with the Project, which costs shall be
subject to Section 4(A)(xiv) herein, shall be
transferred to the Issuer.
(6) The balance of the proceeds of the 1990 Bonds shall
be deposited in the Acquisition and Improvement Fund and
used solely for the purposes herein provided including
but not limited to the costs of acquisition and
improvement of lands in connection with the Project and
the repayment of the HUD Loan.
B. Notwithstanding the provisions of Subsection A above,
the Mayor and the city Manager, or either of them, are hereby
authorized to supplement and amend the application of proceeds of
the 1990 Bonds provided in Subsection A above, as evidenced to
the Trustee by a certificate of the Mayor or the city Manager
executed in connection with the issuance of the 1990 Bonds, in a
manner consistent with the terms of this Resolution.
SECTION 15. ACQUISITION AND IMPROVEMENT FUND. There is
hereby created and established with the Trustee a special trust
fund to be known as the "city of Miami, Florida community
Redevelopment Revenue Bonds Acquisition and Improvement Fund."
The Trustee shall deposit in the Acquisition and Improvement Fund
a portion of the proceeds from the sale of the 1990 Bonds as
contemplated in Section 14 above. Additional moneys may be
deposited to the Acquisition and Improvement Fund from payments
received from other sources herein described.
The Acquisition and Improvement Fund shall be held by
22
SE0pW/GD11
3 - 92
the Trustee i4,,rust and kept separate and apart Zrom all other
funds and accounts held by the Trustee, and the keys on deposit
therein shall be withdrawn, used and applied by the Trustee
solely for the payment of such costs related to the acquisition
of lands, and the improvement thereof for the Project and
purposes incidental thereto anI ''he repayment of HUD Loan, as
hereinabove described and set forth. All such funds shall be and
constitute trust funds for suchpurposes, and there is hereby
created a lien upon such fundsinfavor of the Bondholders until
applied as herein provided.
Bef^re any payment shall be made from the Acquisition
and lrprDvemer.Y Fund (other than for costs of issuance on the
Bonds) the Issuer shall file a requisition with the Trustee,
stating in respect of each payment to be made: (i) the name of
the person, firm or corporation to whom the payment is to be
made; and (ii) the amount to be paid.
Any funds on deposit in the Acquisition and Improvement
Fund that, in the opinion of the Issuer, are not immediately
necessary for expenditure, as hereinabove provided, may be
invested and re -invested by the Trustee, at the written direction
of the Issuer (or oral direction confirmed in writing), in such
investment obligations as shall be permitted by the laws of the
State of Florida and of the Issuer for the investment of funds of
the Issuer which shall mature or be redeemable at not less than
cost and not later than the dates on which such funds are
expected to be needed. All income derived from investment of
funds in the Acquisition and Improvement Fund shall be deposited
therein and shall be used to pay costs associated with the
completion of the Project. The Trustee may conclusively assume
that any investment directed by the Issuer is legal.
Any liquidated damages or settlement payments received
by the Issuer as a result of the breach by any contractor,
subcontractor or supplier working on or supplying goods for the
improvement of the lands related to Project, of any
representation, warranty or performance guaranty, and all
insurance proceeds received with respect to damages to the
Project during improvement, shall be paid to the Trustee and
deposited into the Acquisition and Improvement Fund to insure
completion of the Project.
Moneys in the Acquisition and Improvement Fund shall be
secured at all times in the manner prescribed by the laws of the
State of Florida relating to the securing of public funds.
When the Project has bee.,..ompleted and all costs
23
SEOPW/C'RA 'J I - a 2 _. .
thereof have Yoh paid in full, or provisions fo payment thereof
have been duly made or provided for, all funds mining in the
Acquisition and Improvement Fund, if any, shall be deposited in
the Revenue Fund hereinafter created or shall be used for any
lawful purpose directed by the Issuer and approved in writing by
the CRA provided that Holland & Knight and Barnes, Darby & McGhee
or other nationally recognized municipal boric: counsel issues an
opinion to the effect that such use is lawful.
SECTION 16. LIMITED OBLIGATIONS OF THE ISSUER; NEITHER
ChzOIT NOR TAXING POWER PLEDGED.
As provided in the Bond Resolution, .the Bonds and any
redemption premiums with respect thereto and the interest thereon
shall not be or constitute a general debt, liability or
obligation of the Issuer or the State of Florida or any political
subdivision thereof, or a pledge of the faith and credit of the
Issuer or of the State of Florida or any political subdivision
thereof, but shall be payable solely from and secured by a lien
upon and a pledge of the Pledged Revenues and the Issuer is not
obligated to pay the Bonds, the redemption premiums, if any,
related thereto or the interest thereon except from the Pledged
Revenues as provided in the Bond Resolution and herein. Neither
the faith and credit nor the taxing power of the Issuer or of the
State of Florida or any political subdivision thereof is pledged
to the payment of the Bonds. No Bondholder shall ever have the
right to compel the exercise of the ad valorem taxing power of
the Issuer or taxation in any form on any property to pay such
Bonds or the interest thereon, nor shall such Bondholder be
entitled to payment of such principal and interest or premium
thereon from any other funds of the Issuer except the Pledged
Revenues as provided in the Bond Resolution and herein.
SECTION 17. COVENANTS OF THE ISSUER WITH RESPECT TO THE
1990 BONDS. Until the principal of and interest on all 1990
Bonds is paid or the 1990 Bonds are defeased as provided herein,
the Issuer covenants with the owners of the 1990 Bonds as
follows:
A. ASSIGNMENT OF SECURITY INTEREST IN REDEVELOPMENT
TRUST FUND. The Issuer hereby assigns to itself and the holders
of the 1990 Bonds the security interest in the Redevelopment
Trust Fund granted to the Issuer by the CRA pursuant to the
Interlocal Cooperation Agreement which gave the Issuer a first
lien on the Redevelopment Trust Fund.
±
B. PLEDGE OF PLEDGED REVENUES. The payment of the
principal of, premium, if any, and interest on the 1990 Bonds
forthwith especially and
In,,
shall be secured, as provided herein,
irrevocable lien on the Pledged Revenues. The lien
ratably by an
on the Tax Increment Revenues is prior and superior to all other
The lien of
liens or encumbrances on the Tax Increment Revenues.
Guaranteed
="
1990 Bonds on Guaranteed Entitlement, which
not exceed $300,000 in any fiscal year, is ol� a
Entitlement shall
parity with the Issuer's $6,5o0,000 The City Of Miami Guaranteed)
Entitlement Revenue Bonds, Series 1989, (the "Series 1989 Bonds"
a therewith, but junior
and any bonds hereafter issued on parity
to the Issuer's obligation to set aside
i
and subordinate
$2,000,000 per fiscal year through the fiscal year ending
December 31, 1995 to be used to repay a loan made to the Issuer
"Council") pursuant to a
by the First Municipal Loan Council (the
June 15, 1989 between the Issuer
Participation Agreement dated
does hereby irrevocably pledge the
and the Council. The Issuer
for the payment of the principal of and interest
Pledged Revenues
on the 1990 Bonds, and for all other payments provided herein.
24 U— 92
SBOPW/C"
V IV
V:
C. CREATION OF FUNDS AND ACCOUNTS. There are hereby
created and established with the Trustee five special trust funds
to be known as the "City of Miami, Florida, Community
Redevelopment Revenue Bonds, Series 1990 Revenue Fund" (the
"Revenue Fund"), the "City of Miami, Florida Community
Redevelopment Revenue Bonds, Series 1990 Sinking Fund" (the
"Sinking Fund"), and a Principal Account, Interest Account and
n n
..ption Account within the Sinking Fund, the "City of Miami,
Florida, Community Redevelopment��Revenue Bonds, Series 2990
Reserve =und" (the "Reserve Fund') and the "City of Miami,
Florida County Redevelopment Revenue Bonds, Series 1990 Rebate
Fund (the "Rebate Fund"). Each of such funds shall be held in
trust by the Trustee and the Revenue Fund, the Sinking k-und and
the Reserve Fund shall each constitute a trust .fund to secure the
Bondholders for the pro rata benefit of such Bondholders, for the
purposes herein provided. All such funds at all times shall be
kept separate and distinct from all other funds of the Trustee
and used only as herein provided. The Rebate Fund shall only be
used for the purposes provided herein and the Bondholders shall
have no lien on any moneys in the Rebate Fund.
D. DISPOSITION OF GUARANTEED ENTITLEMENT. Commencing
immediately following the issuance of the 1990 Bonds and
continuing thereafter so 'Long as Bonds shall be outstanding
hereunder, by the Trustee's close of business on March 1 of each
year (or if such March 1 is not a day on which the offices of the
Trustee are open for business, on the next succeeding day on
which the offices of the Trustee are open for business) the
Issuer hall Revenues
Fund, pGuaranteed aEntitlement nsfer to einrthe eamount ofe, for posit to he
$30U,000.
E. DISPOSITION OF TAX INCREMENT REVENUES. Commencing
immediately following the issuance of the 1990 Boards and
continuing thereafter so long as any Bonds shall be outstanding
hereunder, all Tax Increment Revenues deposited i1i the by the CRA
Redevelopment Trust Fund shall be promptlytransferred
to the Trustee and deposited in the Revenue Fund; provided,
however, that no further transfers from the Redevelopment Trust
Fund to the Revenue Fund shall be required in any Bond Year if
the aggregate amounts on deposit in the Sinking Fund are equal to
the Bond Service Requirement for such Bond Year on all Fund
outstanding Bonds, and all prior deficiencies in the Sinking
and accounts therein and in the Reserve Fund have been fully
restored (or to the extent that a Reserve Product is in place,
all amounts owing by the Issuer to the Reserve Product Provider
as repayment for draws or payments made under the Reserve Product
have been made), and there is on deposit in the Reserve Fund an
amount (or if
amount ofual theto the Reserveeserve Producte asrbeentfully reinstated). bl_e, the
F. DISPOSITION OF MONEYS IN THE REVENUE FUND. Funds ova
deposit in the Revenue Fund shall be applied by the Trustee as
>C thav are received in the following order and priority:
(1) First, by deposit to the credit of the
Interest Account in the Sinking Fund, and then, pro
rata, into the Principal Account and the Redemption
Account in the Sinking Fund, until the amounts on
deposit therein are equal to the Bond Service Bonds.
Requirement in such Bond Year for all outstanding
(2) Second, by deposit into the Reserve Fund, the
amount, if any, which, together with funds then on
25
�- 92
• M'
V_
dep*,,,,,ot therein, will be sufficient tcN,,oke the funds on
deposit therein, except as otherwise hereinafter
provided, equal to the Reserve Requirement for the Bonds
(or, if applicable, the amount necessary to reinstate
the Reserve Product).
(3) Subsequent to April i of any Bond Year if
there are any amounts in the Revenue Fund inexcess of
the Bond Service Requirement for such Bond Year on all
outstanding Bonds, and all prior deficiencies in the
Sinking Fund and accounts therein and in the Reserve
Fui,d ',ave been fully rFstored (or to the extent that a
Reserve Product is in place, all amounts owing by the
Issuer to the Reserve Product Provider as repayment for
draws or payments made under the Reserve Product have
been made), and there is on deposit in the Reserve Fund
an amount equal to the Reserve Requirement (or, if
applicable, the amount of the Reserve Product has been
fully reinstated) such excess amounts shall be
transferred by the Trustee to the Redevelopment Trust
Fund and shall be used by the CRA for any legal purpose.
The deposits to the Sinking Fund described above shall
be increased or decreased, as the case may be, to the
extent required to pay principal and interest coming
due, after making allowance for any accrued interest and
taking into account deficiencies in prior deposits.
Funds in the Sinking Fund shall be used only to
pay interest on the Bonds, when due, to pay the principal of
maturing Bonds (including amortization installments in connection
with mandatory redemption of. Bonds prior to the maturity thereof)
and premiums, if any, with respect to the Bonds.
G. RESERVE FUND. Funds on deposit in the Reserve
Fund, if any, shall be used solely to cure deficiencies in the
Sinking Fund with respect to Outstanding Bonds. If funds on
deposit in the Reserve Fund exceed the Reserve Requirement, such
excess shall be transferred to the Sinking Fund. Any proceeds
received from a Reserve Product Provider shall be applied
immediately to cure deficiencies in the Sinking Fund.
The Issuer shall not be required to deposit to the
Reserve Fund proceeds of any series of Bonds issued hereunder in
an amount equal to the Reserve Requirement if it provides on the
date of issuance of such series of Bonds in lieu of such funds a
Reserve Product issued by a Reserve Product Provider in an amount
equal to the difference between the Reserve Requirement and the
sums then on deposit in the Reserve Fund. Such Reserve Product
as provided above must provide for payment on any Interest
Payment Date or Principal Payment Date (provided adequate notice
is given) on which a deficiency exists (or is expected to exist)
in moneys held hereunder for a payment with respect to Bonds
which cannot be cured by funds in any other account held pursuant
to this resolution and available for such purpose, and shall name
the Trustee as the beneficiary thereof. Notwithstanding the
foregoing, however, in no event shall the use of such Reserve
Product be permitted if it would cause an impairment in any
-
existing rating on the Bonds or any series thereof. If a
disbursement is made from a Reserve Product, the Issuer shall be
?`
obligated to reinstate the maximum limits of such Reserve Product
immediately following such disbursement or to replace such
.x
Reserve Product by depositing into the Reserve Fund from the
first Pledged Revenues available for deposit, funds in the
maximum amount originally payable under such Reserve Product,
'
plus amounts necessary to reimburse the Reserve Product Provider
for previous disbursements made pursuant to such Reserve Product,
or a combination of such alternatives, and for purposes of
Section 17F above, amounts necessary to satisfy such
26
SBOJ?W/CAA U 1 _- 92
reimbursement obligation and other obligations of the Issuer to
such a Reserv, -roduct Provider shall be deemed �oquired deposits
into the Rese1t,,.,w Fund, but shall be used by the. suer to satisfy
its obligations to the Reserve Product Provider.
H. REBATE FUND. The issuer covenants and agrees that, on
an annual basis and upon the final maturity of each series of
Bonds issued hereunder, it shall make or have made all necessary
determinations and calculations of the Rebate Amount and will
deposit or cause the Trustee to deposit into the Rebate Fund from
investment earnings on moneys deposited in the other funds and
a: _nts created hereunder, or from any other legally available
funds of the Issuer, the amount necessary to increase the balance
in the Dcnate 7"nd to the Rebate Amount. The Issuer shall use
such moneys deposited in the Rebate Account only for the.paymert
of the Rebate Amount to the United States as required by Section
17J hereof. Funds on deposit in the Rebate Fund in excess of the
Rebate Amount, however, may be withdrawn and paid over to the
Issuer. In complying with the foregoing, the Issuer may rely
upon any instructions or opinion from Bond Counsel.
If any amount shall remain in the Rebate Fund after
payment in full of all Bonds issued 'hereunder and after payment
in full of the Rebate Amount to the United States in accordance
with the terms hereof, such amounts shall be available to the
Issuer for any lawful purpose.
The Rebate Account shall not be impressed with a lien in
favor of the Bondholders, the Bond Insurer or the Trustee and the
moneys therein shall be available for use only as herein
provided.
Money and investments in the Rebate Fund shall not be
used for the payment of debt service on the Bonds, and, any
provision hereof to the contrary notwithstanding, amounts
credited to the Rebate Fund shall be free and clear of any lien
hereunder. Moneys and investments in the Rebate Fund shall be
invested pursuant to the procedures and in the manner provided in
Section 17I.
Notwithstanding any other provision hereof, including in
particular Section 20 hereof, the obligation to pay over the
Rebate Amount to the United States of America and to comply with
the other requirements of Section 17J and this Section 17H shall
survive the defeasance or payment in full of the Bonds.
I. INVESTMENT OF FUNDS.
(1) The funds and accounts established by this Resolution shall constitute trust funds for all of the purposes
provided herein and shall be continuously secured in the same
manner as governmental deposits are authorized to be secured by
the laws of the State of Florida.
(2) Money held for the credit of the Revenue Fund, the
sinking Fund, the Reserve Fund or the Rebate Fund shall be
invested and reinvested only in Governmental obligations or in
any open end or closed end management type investment company or
investment trust as permitted under Florida Statute 660.415, as
amended. Such investments shall mature or be redeemable at not
less than cost and not later than the respective dates, as
estimated by the Issuer, that the moneys held for the credit of
said Funds will be needed for the purpose of such Funds. if the
Issuer fails to direct the investment of any moneys held by the
Trustee under this Resolution, such moneys shall be invested in
any open end or closed end management type investment company or
investment trust as permitted under Florida Statute 660.415, as
amended.
27 now i
SEOPW/CRAMAk
92
Obli ions so purchased as investment! f moneys in
each such Fu>o=lhall be deemed at all times to bL a part of such
Fund.
All income and profits from investments of funds in the
Revenue Fund and the Sinking Fund shall be retained in such Funds
and used and applied as provided above. All income and profits
fror investment of funds in the Reserve Fund shall be retained in
the Reserve Fund to the extent that the amount therein is not
ea-1 to the Reserve Requirement until such time as the amount
t,.crein is equal to the Reserve Requirement and shall thereafter
be deposited in the Revenue Fund and used and applied as provided
above. Notwithstanding the foregoing, however, income and
profits derived from investments of moneys in such funds may, at
the option of the Issuer, be transferred to the Rebate Fund and
be applied to the payment of the Rebate Amount.
All income and profits from investments of funds in the
Rebate Fund shall be retained therein and applied to the payment
of the Rebate Amount or as otherwise provided herein.
In computing the amount on deposit to the credit of any
Fund, obligations in which money in such Fund shall have been
invested shall be valued at the lower of purchase price,
amortized value or fair market value. The Trustee shall value
the amount on each Fund after each payment of debt service on the
Bonds.
J. TAX COVENANTS. It is the intention of the Issuer and
all parties under its control that the interest on the Bonds
issued hereunder be and remain excluded from gross income for
federal income tax purposes and to this end the Issuer hereby
represents to and covenants with each of the holders of the Bonds
issued hereunder that it will comply with the requirements
applicable to it contained in Section 103 and Part IV of
Subchapter B of Chapter 1 of the Code to the extent necessary to
preserve the exclusion of interest on the Bonds issued hereunder
from gross income for federal income tax purposes. Specifically,
without intending to limit in any way the generality of the
foregoing, the Issuer covenants and agrees:
(1) to make or cause to be made all necessary
determinations and calculations of the Rebate
Amount and required payments of the Rebate Amount;
(2) to set aside suffi.ient moneys in the
Rebate Account or elsewhere, from the Pledged
Revenues or other legally available funds of the
Issuer, to timely pay the Rebate Amount to the
United States of America;
(3) to pay the Rebate Amount to the United
States of America from the Pledged Revenues
or from any other legally available funds, at the
times and to the extent required pursuant to
Section 148(f) of the Code;
(4) to maintain and retain all records
pertaining to the Rebate Amount with respect to
the Bonds issued hereunder and required payments
of the Rebate Amount with respect to the Bonds for
at least six years after the final maturity of the
Bonds or such other period as shall be necessary
to comply with the Code; and
(5) to refrain from taking any action that
would cause the Bonds issued hereunder to become
28
SEOPWIew 92
=rbitrage bonds under Section 148 Qf the Code.
%`- The Issuer understands that th°. foregoing
covenants impose continuing obligations on the Issuer that will
exist as along as the requirements of Section 103 and Part IV of
Subchapter B of Chapter 1 of the Code are applicable to the
Bonds.
Notwithstanding any other provision of this resolution,
including, in particular Section 20 hereof, the obligation of the
Is-',.r to pay the Rebate Amount to the United States of America
anu to comply with the other requirements of this section 17J and
Section 1'iH 1_eraof shall survive the defeasance or payment in
full of the Bonds.
K. BOOKS AND RECORDS. The Issuer shall keep separately
identifiable financial books, records, accounts and data
concerning the receipt and disbursement of the Pledged Revenues,
and any Bondholder shall have the right at all reasonable times
to inspect the same.
L. ISSUANCE OF OTHER OBLIGATIONS. The issuer will not
hereafter issue any other obligations payable from the Pledged
Revenues, or any of them, nor voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or otter
charge having priority to or being on a parity with the lien of
the 1990 Bonds issued pursuant to this Resolution and the
interest thereon, upon the Pledged Revenues, except under the
conditions and in the manner provided herein. Any obligations
issued by the Issuer other than the 1990 Bonds herein authorized
and Additional Bonds provided for in section 17M herein, payable
from the Pledged Revenues, shall contain an express statement
that such obligations are junior and subordinate in all respect
to the Bonds as to lien on, source of and security for payment
from the Pledged Revenues.
M. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional
Bonds, payable on a parity from the Pledged Revenues with the
1990 Bonds, as provided herein, can be issued and delivered only
if:
(1) There shall be executed and filed with the Issuer a
consent by the Bond Insurer, if any, to the issuance of such
Additional Bonds.
(2) Each ordinance, resolution, or other enabling
instrument authorizing the issuance of Additional Bonds will
recite that all of the covenants herein containee will be
applicable to such Additional Bonds.
(3) There shall have been no reduction in the Guaranteed
Entitlement pledge and there shall have been no curtailing or any
attempt to curtail any payment of Tax Increment P.evenises that the
CRA or the Issuer is entitled to.
S
;. (4) The Chief Financial Officer of the Issuer shall file
7 with the Trustee a certificate, to the effect that (i) the Is;suer
is not in default in the performance of any of the covenants and
obligations assumed by it hereunder or under any ordinance,
resolution or other enabling instrument of the Issuer pursuant to
which Additional Bonds have been issued, and (A) all payments
' herein required to have been made into the funds and accounts
provided by this Resolution or by such other ordinance,
resolution or enabling instrument shall, as of such date, have
i been made in full to the extent required.
(5) The City Attorney shall file with the Trustee an
opinion to the effect that the issuance of such Additional Bonds
29
has been duly, uthorized and that all conditions ~precedent to the
delivery of s. ;i Additional Bonds have been ful.,; pled.
(6) An opinion of Bond Counsel shall be delivered to the
Clerk to the effect that the issuance of such Additional Bords
will not impair the exclusion from gross income for federal
income tax purposes of interest paid on any Bonds issued
hereunder and then Outstanding.
(7) There shall have been obtained and filed with the
Ir-- :r a certificate by the Chief Financial Officer certifying
ttie amount of the (a) Guaranteed Entitlement and (b) Tax
Increment Reien.ies received by the Issuer as determined under
standard auditing procedures for any twelve (12) consecutive
months out of the twenty-four (24) consecutive months immediately
preceding the calendar month in which such Additional Bonds are
proposed to be issued. In rendering such certificate the Chief
Financial Officer may rely upon audited financial statements of
the Issuer prepared by independent certified public accountants.
(8) There shall have been obt ined and filed with the
Issuer a certificate of the Chief Financial Officer pursuant to
which he shall certify that the Guaranteed Entitlement and the
Tax Increment Revenues as certified in paragraph (7) above were
at least equal to one hundred twenty-five percent (125t) of the
Maximum Bond Service Requirement payable with respect to all
Bonds then Outstanding under this Resolution (other than. Bonds
which are to be retired or defeased upon the issuance of such
Additional Bonds) and any Additional Bonds proposed to be issued.
N. MUNICIPAL DEPOSITORIES. All funds and accounts
created under this Resolution shall be deposited and maintained
in one or more Authorized Depositories as shall be determined by
the Chief Financial Officer of the Issuer.
0. PAYING AGENTS. The Trustee shall transfer, from the
Sinking Fund and accounts established in this Section 17, to the
Paying Agent an amount sufficient to pay when due the principal
of, interest on and redemption premium, if any, with respect to
the Bonds.
P. ENFORCEMENT OF COLLECTIONS. The Issuer will
diligently enforce its right to receive the Pledged Revenues to
the extent lawful, will not take any action that will impair or
adversely affect its rights to levy, collect and receive the
Pledged Revenues as herein provided, or impair or adversely
affect in any manner the pledge of the Pledged Revenues made
herein, in each case, that would impair the rights of the
Bondholders to receive payment for the Bonds. The Issuer shall.
be unconditionally and irrevocably obligated, s•o long as any oi`
the Bonds are outstanding and unpaid, to take all lawful action
necessary or required to continue to entitle the Issuer -to
receive the Pledged Revenues in at least the amounts required by
this resolution for payment of the Bonds.
SECTION 18. THE TRUSTEE.
A. The Trustee shall signify its acceptance of the
duties and trusts hereby imposed and created by a writing
delivered to the Issuer prior to the issuance of the Bonds, to
all of which the Issuer agrees and the respective Bondholders, by
their purchase and acceptance of the Bonds, agree.
B. The Trustee may execute any of the trusts or
powers of this Resolution and perform the duties required of the
Trustee under this Resolution by or through attorneys, agents,
receivers, or employees, and shall be entitled to obtain and rely
on advice of counsel concerning all matters of trust and the
30
sEorw'ica� ` 2
I
Trustee's dut under this Resolution, and the istee shall not
be answerabler the negligence or misconduct any such
attorney, agent, receiver, or employee selected by it with
reasonable care and shall. not be liable for any error of judgment
made in good faith by an officer of the Trustee unless it is
proved that the Trustee was negligent in ascertaining the
pertinent facts. The Trustee shall not be an=,aerable for the
exercise of any discretion or power under the Resolution or for
anything whatsoever in connection with the trusts created in this
Resolution except only for its own willful misconduct or
ii-,_.Lgence, except that this sentence does not extend the duties
established !--r, or limit the exculpatory effect of, any other
provis.:on in C.-,is Resolution.
C. The Trustee shall not be required to take notice,
or be deemed to have notice, of any default under this Resolution
other than a default in payment, unless the Trustee has actual
notica of such default, or unless specifically notified in
writing of such default by the registered owners of at least ten
percent (10%) in aggregate principal amount of the Bonds then
outstanding. The Trustee may, however, at any time, in its
discretion require of the Issuer full information and advice as
to the performance of any of the covenants, conditions and
agreements contained in this Resolution.
D. The Trustee shall be under no obligation to take
any action in respect of any default or toward the enforcement of
any of the trusts created by this Resolution or to institute,
appear in or defend any suit or other proceeding in connection
therewith, unless requested in writing to do so by the registered
owners of at least ten percent (10%) in aggregate principal
amount of the Bonds then outstanding, and if in the Trustee's
opinion such action may tend to involve the Trustee in expense or
liability, unless furnished, from time to time as often as the
Trustee may require, with reasonable security and indemnity
satisfactory to the Trustee.
E. The Trustee and any bank or trust company in
common control with the Trustee may in good faith buy, sell, own,
hold and deal in any of the Bonds issued under and secured by
this Resolution, and may join in or take any action that any
Bondholder may be entitled to take with like effect as if the
Trustee were not a party to this Resolution. The Trustee and any
bank or trust company in common control with the Trustee, as
principal or agent, may also engage in or be interested in any
financial or other transaction with the Issuer, and may act as
depository, trustee, or agent for any committee or body of
Bondholders.
F. The Trustee may resign and thereby become
discharged from the trusts and duties created hereby, by giving
sixty(60) days prior written notice to the Issuer and by giving
written notice to the Bondholders not less than sixty (60) days
before such resignation is to take effect; provided however that
such resignation shall take effect immediately upon the
appointment of a new Trustee, if such new Trustee shall be
appointed before the time limited by such notice and shall then
accept the trusts and duties hereof, and provided further that no
resignation shall become effective unless and until a new trustee
has been appointed.
G. The Trustee at any time and for any reason may be
removed by an instrument in writing, filed with the Trustee so
removed and executed by the registered owners of a majority in
aggregate principal amount of the Bonds then outstanding,
appointing a successor Trustee. The Trustee may not be removed
31 1SWPW/CWW► -92
pursuant to th subsection unless and until a sr essor Trustee
has been appoi d and has accepted such appointm:,4`t. in
accordance with subsection K below.
H. If at any time the Trustee shall resign, or shall
be removed, or be dissolved, or otherwise become incapable of
acting, or if the Trustee's property or affaira shall be taken
under the control of any state or federal court or administrative
body because of insolvency or bankruptcy, or for any other
reason, a vacancy shall thereupon exist in the office of the
Tr- :ee and no appointment of a successor trustee shall be made
pursuant to t`_e foregoing provisions of this section, the
registered owner of any Bonds outstanding hereunder or any
retiring trustee may apply to any court of competent jurisdiction
to appoint a successor trustee. Such court may thereupon, after
such notice, if any, as such court may deem proper prescribe and
appoint a successor trustee.
I. Any successor trustee appointed pursuant to this
section shall be a bank or trust company organized -and doing
business under the laws of the United States or any state or
territory thereof with trust powers and having combined capital
and surplus of at least $50,000,000, if such a bank or trust
company, willing and able to accept the trust on reasonable or
customary terms can, with reasonable effort, be located.
J. If at any time the Trustee shall resign and no
appointment of a successor trustee shall be made pursuant to the
foregoing provisions of this section prior to the date specified
in the notice of resignation as of the date when such resignation
shall take effect, then the Trustee or the registered okmer of
any Bond may apply to any court of competent jurisdiction to
appoint a successor trustee, such court may thereupon, after such
notice, if any, as said court may deem proper, prescribe and
appoint a successor trustee.
K. Any successor trustee appointed under this Rection
shall execute, acknowledge and deliver to the Issuer an
instrument accepting such appointment under this Resolution, and
thereupon such successor trustee, without any further act, deed
or conveyance, shall become duly vested with all the estates,
property, rights, powers, trusts, duties and obligations of the
successor trustee's predecessor in the trust under this
Resolution, with like effect as if originally named Trustee in
this Resolution. Upon request of such successor trustee, the
Trustee ceasing to act and the Issuer shall execute and deliver
an instrument transferring to such successor Trustee all of the
estates, property, rights, powers and trusts under this
Resolution of the Trustee so ceasing to act, and the Trustee so
ceasing to act shall pay over to the successor trustee all of the
monies and the assets at the time held by the Trustee under this
Resolution.
L. Any corporation or association into which any
Trustee may be merged or with which the Trustee may be
consolidated, or any corporation or association resulting from
any merger or consolidation to which any Trustee under this
Resolution shall be a party, or any corporation or association to
which any trustee under this Resolution may transfer
substantially all of the trustee's assets, shall be the successor
ry trustee under this Resolution, without the execution or filing of
any paper or any further act on the part of the parties hereto,
•' anything in this Resolution to the contrary notwithstanding.
H. Notwithstanding any other provisions of this
section, the Trustee shall, provided the Trustee is indemnified
32 snowX 's U I .`
(under the cir matances and to the extent prow' I in subsection
D hereof) to �.. Trustee's satisfaction, during existence of
a default known to the Trustee in accordance with subsection C
above, exercise such of the rights and powers vested in the
Trustee by this Resolution and use the sane degree or skill and
care in their exercise as a prudent man would use and exercise
under the circumstances in the conduct of his own affairs,
provided, however, that the liability of the Trustee shall only
be to the extent provided in subsection B above.
N. Prior to the occurrence of an event of default, the
Trustee undertakes to perform such duties and only such duties as
are spe::iric-l:..y set forth in this Resolution.
o. The Trustee shall not he responsible for any recital
herein or in the Bonds (except with respect to the certificate of
the Trustee endorsed on the Bonds), or for the validity of this
Revolution or of any supplements hereto or instruments of further
assurance, or for the sufficiency of the security for the Bonds
issued hereunder or intended to be secured hereby.
P. The Trustee shall be protected in acting upon any
notice, request, consent, certificate, order, affidavit, letter,
telegram or other paper or document believed to be genuine and
correct and to have been signed or sent by the proper person or
persons.
Q. As to the existence or nonexistence of any fact or as
to the sufficiency or validity of any instrument, paper or
proceeding, the Trustee shall be entitled to rely upon a
certificate signed by the Issuer as sufficient evidence of the
facts therein contained and shall also be at liberty to accept a
similar certificate to the effect that any particular dealing,
transaction or action is necessary or expedient, but may at its
discretion secure such further evidence deemed by it to be
necessary or advisable, but shall in no case be bound to secure
the same. The Trustee may accept a certificate of the officials
of the Issuer who executed the Bonds (or their successors in
office) under the seal of the Issuer to the effect that a
resolution in the form therein set forth has been adopted by the
Issuer as conclusive evidence that such resolution has been duly
adopted and is in full force and effect.
R. No provision of this Resolution shall require the
Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers.
S. The Trustee, Paying Agent, and the Bond Registrar
shall be entitled to payment and reimbursement for reasonable
fees for services rendered hereunder and all advances, counsel
fees and other expenses reasonably and necessarily made or
incurred by the Trustee or Paying Agent or Bond Registrar in
connection with such services, and the Issuer agrees to pay such
fees from legally available moneys of the Issuer.
SECTION 19. MODIFICATION OR ADIENDMENT. This Resolution
;i may be amended by the Issuer at any time and from time to time
prior to the issuance of the 1990 Bonds. Thereafter, no
modification or amendment of this Resolution or of any ordinance
or resolution amendatory hereof or supplemental hereto,
materially adverse to the Bondholders may be made without the
consent in writing of Bondholders of two-thirds (2/3rds) or more
in principal amount of the Bonds then Outstanding but no
33
SEOPWAAMM�
modification or amendment shall permit a change 1-1 in the
maturity of th fonds or a reduction in the rate , interest
thereon or in Itft amount of the principal obligation, (b) that
would affect the unconditional promise of the Issuer to collect
and hold the Pledged Revenues, as herein provided, or provide for
the payment of such Pledged Revenues as herein provided, or (c)
that would reduce such percentage of Bondholders required above
for such modifications or amendments, without the consent of all
of the Bondholders of Bonds then Outstanding. For the purpose of
Bondholders' voting rights or consents, the Bonds owned by or
he1A For the account of the Issuer, directly or indirectly, shall
not ue counted.
SECTION 20. DEFEASANCE. If, at any time, the Issuer
shall have paid, or shall have made provision for the payment of,
the principal, interest and redemption premiums, if any, with
respect to the Bonds of any series or any maturity thereof, and
the fees and charges with respect thereto, then, in that event,
the pledge of and lien on the Pledged Revenues in favor of the
Bondholders of such Bonds, and all other liens created hereby in
favor of such Bondholders, shall no longer be in effect with
respect to such Bonds. For purposes of the preceding sentence,
the deposit of cash, Governmental Obligations or bank
certificates of deposit fully secured as to principal and
interest by Governmental obligations in irrevocable trust with a
trustee or a banking institution or trust company, for the sole
benefit of such Bondholders (including moneys in the Funds
created hereunder and available to be applied for such purposes),
in an aggregate principal amount which, together with interest to
accrue thereon, will be sufficient to make timely payment of the
principal, interest, and redemption premiums, if any, on such
Bonds, shall be considered "provision for payment" if the same
shall have been verified as sufficient for such purposes in a
written report by a nationally recognized independent certified
public accounting firm and if provision, satisfactory to the
Paying Agent, shall have been made with respect to all Paying
Agent fees and expenses related to such Bonds. Nothing herein
shall be deemed to require the Issuer to call any of the
outstanding Bonds for redemption prior to maturity pursuant to
any applicable optional redemption provisions, or to impair the
discretion of the Issuer in determining whether to exercise any
such option for early redemption. If such conditions have been
satisfied with respect to all Bonds issued hereunder and then
outstanding, all moneys held in any Fund or Account created
hereby that are in excess of the amounts required to pay or make
provision for payment of the principal and interest on such Bonds
may be withdrawn and the same shall be applied by the Issuer for
any lawful purpose.
SECTION 21. EVENTS OF DEFAULT. Each of the following
events is hereby declared an "event of default," that is to say
if:
(a) payment of principal of any Bond shall not be
made when the same shall become due and payable,
either at maturity (whether by acceleration or
otherwise) or on required payment dates by
proceedings for redemption or otherwise; or
(b) payment of any installment of interest shall
not be made when the same shall become due and
payable; or
(c) the Issuer shall for any reason be rendered
incapable of fulfilling its obligations hereunder
to the extent that the payment of or security for
34
the Bonds would be materially adv rely affected,
y..,,knd such conditions shall continu*sAZnremedied for
a period of thirty (30) days after the Issuer
becomes aware or receives notice of such
conditions; or
(d) an order or decree shall be entered, with the
consent or acquiescence of the Issuer, appointing
a receiver or receivers of the Issuer, or its
assets, the Pledged Revenues, or any part thereof
or the filing of a petition by the Issuer for
relief under federal bankruptcy laws or any other
similar law or statute of the United States of
America or the State of Florida, which shall not
be dismissed, vacated or discharged within thirty
(30) days after the filing thereof; or
(e) any proceedings shall be instituted, with the
consent or acquiescence of the Issuer, for the
purpose of affecting a composition between the
Issuer and its creditors or for the purpose of
adjusting the claims of such creditors, pursuant
to any federal or state statutes now or hereafter
enacted, if the claims of such creditors are under
any circumstances payable from the Pledged
Revenues; or
(f) the entry of a final judgment or judgments for
the payment of money against the Issuer which
subjects any of the funds pledged hereunder to a
lien for the payment thereof in contravention of
the provisions of this resolution for which there
does not exist adequate insurance, reserves or
appropriate bonds for the timely payment thereof,
and any such judgment shall not be discharged
within ninety (90) days from the entry thereof or
an appeal shall not be taken therefrom or from the
order, decree or process upon which or pursuant to
which such judgment shall have been granted or
entered, in such manner as to stay the execution
of or levy under such judgment, order, decree or
process or the enforcement thereof; or
(g) the Issuer shall default in the due and
punctual performance of any of the covenants,
conditions, agreements and provisions contained in
the Bonds or in this resolution on the part of the
Issuer to be performed, other than those mentioned
in clauses (a) and (b) above, and such default
shall continue for thirty (30) coatsecutive days
after written notice specifying such default and
requiring the same to be remedied shall have been
given to the Issuer by the registered own.ers of
not less than ten percent (10%) in aggregate
principal amount of the Bonds Out -standing.
Notwithstanding the foregoing, with respect to
the events described in clause (g), the Issuer shall not be
deemed in default hereunder if such default can be cured within a
reasonable period of time and if the Issuer in good faith
institutes appropriate curative action and diligently pursues
such action until the default has been corrected.
Prior to exercising any remedies under this
Section 21 Bondholders shall cooperate with holders of Series
1989 Bonds and other outstanding Bonds, if any, or
35
2
"EOP'WJC-"-
representative `.hereof so that the interest of ' ders of the
Series 1989 Bdowmt and other Outstanding Bonds, if%4ny, and the
Bondholders hereunder with respect to Guaranteed Entitlement are
equally and ratably protected.
SECTION 22. ENFORCEMENT OF REMEDIES. Upon the happening
and continuance of any event of default specified in Section 21
above, then and in every such case, the Trustee may proceed, and
upon the written request of the owners of not less than
twenty-five percent (25t) in aggregate principal amount of the
!-,o.---- j and the Bond Insurer, shall proceed, subject to the
provisions of Sections 18D and 25 hereof, to protect and enforce
the rig::ts of t;;e Bondholders under the laws of the State of
Florida, including the Act, and under this resolution, by such
suits, actions or special proceedings in equity or at law, or by
proceedings in the office of any board, body or officer having
jurisdiction, either for the specific performance of any covenant
or agreement contained herein or in aid of execution of any power
herein granted or for the enforcement of any proper legal or
equitable remedy, all as the Trustee, being advised by counsel,
shall deem most effectual to protect and enforce such rights.
In the enforcement of any remedy against the Issuer
under this resolution the Trustee shall be entitled to sue for,
enforce payment of and receive any and all amounts then or during
any default becoming, and at any time remaining, due from the
Issuer for principal, interest or otherwise under any provisions
of this resolution or of such Bonds and unpaid, with interest on
overdue payments of principal and, to the extent permitted by
law, on interest, at the rate or rates of interest specified im
such Bonds, together with any and all costs and expenses of
collection and of all proceedings hereunder and under such Bonds,
without prejudice to any other right or remedy of the Trustee or
of the Bondholders, and to recover and enforce any judgment or
decree against the Issuer, but solely as provided herein and in
such Bonds, for any portion of such amounts remaining unpaid and
interest, costs and expenses as above provided, and to collect
(but solely from moneys in the Sinking Fund, the Reserve Fund and
any other moneys available for such purpose) in any manner
provided by law, the moneys adjudged or decreed to be payable.
SECTION 23. ACCELERATION OF MATURITIES.
Upon the happening and continuance of any event of default
specified in Section 21 above, then and in every such case the
Trustee may, and upon the written request of the owners of not
less than a majority of the aggregate principal, amount of Bonds
outstanding shall, by a notice in writing to the Issuer, declare
the principal of all of the Bonds then outstanding (if not them
due and payable) and accrued interest thereon to be due and
payable immediately, with such premium as may be required for
optional redemption and upon such declaration the same. shall
become and be immediately due and payable, anything contained in
the Bonds or in this resolution to the contrary notwit`hstand irsg;
provided, however, that if at any time after the principal of the
Bonds shall have been so declared to be due and payable, and
before the entry of final judgment or decree in any suit, action
or proceeding instituted on account of such default, or before
the completion of the enforcement of any other remedy under this
resolution, moneys shall have accumulated in the appropriate
Funds and Accounts created under this resolution sufficient to
pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then Outstanding (except the
principal of any Bonds not then due and payable by their terms
and the interest accrued on such Bonds since the last interest
payment date), and the charges, compensation, expenses,
disbursement, advances and liabilities of the Trustee and all
i
36
other amounts "-en payable by the Issuer hereund shall have
been paid or a*,.,,am sufficient to pay the same shy+f have been set
aside, and every other default known to the Trustee, in the
observance or performance of any covenant, condition, agreement
or provision contained in the Bonds or in this resolution (other
than a default in the payment of the principal of such Bonds then
due and payable only because of declaration under this Section)
shall have been remedied to the satisfaction of the Trustee, then
and in every such case the Trustee may, and upon the written
request of the owners of not less than a majority in aggregate
pri _ipal amount o' the Bonds Outstanding shall, by written
notice to the Issuer, rescind and annul such declaration and its
consequcaces, b-c no such rescis--ion or annulment shall extend to
or affect any subsequent default or impair any right consequent
thereon.
SECTION 24. EFFECT OF DISCONTI17UING
PROCEEDINGS. In case any proceeding taken by the Trustee or any
Bondholder on account of any default shall have been discontinued
or abandoned for any reason or shall have been determined
adversely to the Trustee or such Bondholder, then and in every
such case the Issuer, the Trustee and Bondholders shall be
restored to their former positions and rights hereunder,
respectively, and all rights, remedies and powers of the Trustee
shall continue as though no such proceeding had been taken.
SECTION 25. DIRECTIONS TO TRUSTEE AS TO
REMEDIAL PROCEEDINGS. Anything in this resolution to the contrary
notwithstanding, the holders of a majority in aggregate principal
amount of the Bonds Outstanding shall have the right, by an
instrument or concurrent instruments in writing executed and
delivered to the Trustee, to direct the method and place of
conducting all remedial proceedings to be taken by the Trustee
hereunder, provided that such direction shall not be otherwise
than in accordance with law or the provisions of Section 18 of
this Resolution, and that the Trustee shall have the right to
decline to follow any such direction which in the opinion of the
Trustee would be unjustly prejudicial to Bondholders not parties
to such direction.
SECTION 26. RESTRICTIONS ON ACTIONS BY
INDIVIDUAL BONDHOLDERS. No Bondholder shall have any right to
institute any suit, action or proceeding in equity or at law for
the execution of any trust hereunder or for any other remedy
hereunder unless such Bondholder previously shall have given to
the Trustee written notice of the event of default on account of
which such suit, action or proceeding is to be taken, wind unless
the holders of not less than Laenty-five percent (25%) in
aggregate principal amount of the Bonds Outstanding shall have
made written request of the Trustee after the right to exercise
such powers or right of action, as the case may be, shall have
accrued, and shall have afforded the Trustee a reasonable
opportunity either to proceed to exercise the powers hereinabove
granted or to institute such action, suit or proceeding in its or
their name, and unless, also, there shall have been offered to
the Trustee reasonable security and indemnity against the costs,
expenses and liabilities to be incurred therein or thereby,
including the reasonable fees of its attorneys (including fees on
appeal), and the Trustee shall have refused or neglected to
comply with such request within a reasonable time and such
notification, request and offer of indemnity are hereby declared
in every such case, at the option of the Trustee, to be
conditions precedent to the execution of the powers and trusts of
'T
this resolution or for any other remedy hereunder. It is
:i
understood and intended that no one or more owners of the Bonds
hereby secured shall have any right in any manner whatever by his
37
or their actior, to affect, disturb or prejudice tpp security of
this resoluti or to enforce any right hereund except in the
manner hereinovided, and that all proceedings' law or in
equity shall be instituted, had and maintained in the manner
herein provided and for the benefit of all Bondholders, and that
any individual rights of action or any -)thee right given to one
or more of such owners by law are restricted by this resolution
to the rights and remedies herein provided.
Nothing contained herein, however, shall affect or
the right of any Bondholder, individually, to enforce the
payment of the principal of and interest on his Bond or Bonds at
and after the rturity thereof, at the time, place, from the
source and in the manner provided in this resolution.
SECTION 27. PRO RATA APPLICATION OF FUNDS.
Anything in this resolution to the contrary notwithstanding, if
at any tome the Pledged Revenues shall not be sufficient to pay
the principal of or the interest on the Bonds, as the case may
be, as the same become due and payable (either by their terms or
by acceleration of maturities), such funds, together with any
funds then available or thereafter becoming available for such
purpose, whether through the exercise of the remedies provided
for in this resolution or otherwise, shall, after payment of all
reasonable fees of Trustee, Paying Agent, Bond Registrar and
Authenticating Agent, be applied as follows:
(a) Unless the principal of all the Bonds
shall have become due and payable, all such funds shall
be applied (1) first, to the payment of all installments
a of interest then due, in the order of the maturity of
the installments of such interest, to the persons
entitled thereto, ratably, without any discrimination or
preference, and (2) then, to the payment of all
installments into the Interest Account and then into the
Principal Account or Redemption Account in the Sinking
Fund, in the order of the requirement for the deposit of
such installments, or ratably if in the same order of
payment, without discrimination or preference.
(b) If the principal of all the Bonds shall have
` become due and payable, all such funds shall be applied
to the payment of the principal and interest then due
and unpaid upon the Bonds, without preference or
priority of principal over interest or of interest over
principal, or of any installment of interest over any
d over
installment of interest
Bond, ratably, according , to �heaam ants due, any other
respectively, for principal and interest, to the persons
entitled thereto without any discrimination or
any difference in the respective
preference except as to
rates of interest specified in the Bonds.
(c) If the principal of all such Bonds shall
;. have been declared due and payable and if sac
declaration shall thereafter have been rescinded and
annulled under the provisions of Section 24 above, then,
subject to the provisions of paragraph (b) of this
Section in the event that the principal of all such
Bonds shall later become due and payable or be declared
due and payable, the funds remaining in and thereafter
accruing to the Sinking Fund or the Reserve Fund shall
be applied in accordance with the provisions of
paragraph (a) of this Section.
38
sEopw -
Wheneverfunds are to be applied pursuants%oro the
provisions of this Section, such funds shall be applied at such
times, and from time to time, as the Issuer or the Trustee, as
the case may be, in its sole discretion shall determine, having
due regard to the amount of such funds available for application
and the likelihood of additional funds becoming available for
such application in the future; the setting aside of such funds,
in trust for the proper purpose, shall constitute proper application of such funds. Whenever such discretion in applying
1 ing
RUC-. =unds shall be exercised, the date (which shall be an
inte-est pavme:-t date unless another date more suitable shall be
fixed) Lpon whic~ such application is to be made shall be fixed
ti;y the Issuer or the 7N.,istee and upon such date interest on the
amounts of principal to be paid on such date shall cease to
accrue. Such notice as shall be deemed to be appropriate of the
fixing of any such date shall be given. No payment to the owner
of any Bond shall be required unless such Bond shall be presented
to the Trustee or to the Issuer, as the case may be, for
appropriate endorsement or for cancellation if fully paid.
SECTION 28. SUBROGATION. Notwithstanding
anything in this resolution to the contrary, if the principal,
interest and redemption premium, if any, with respect to any
series of Bonds are paid by a Bond Insurer or Reserve Product
Provider with respect to such series of Bonds, the pledge of the
amounts or deposit from time to time in the funds and accounts
created hereby and all covenants, agreements and other
obligations of the Issuer to the Bondholders of such series of
Bonds shall continue to exist and the Bond Insurer and/or
the
Reserve Product Provider, to the extent of any payment by such
entity with respect to such series of Bonds shall be subrogated
to the rights of such Bondholders.
SECTION 29. BOND INSURER'S RIGHTS. Upon
the occurrence of an event of default under this resolution, and
so long as no event described in Section 30 hereof shall have
occurred with respect to the Bond Insurer, the Bond Insurer
shall, to the extent permitted by law, be deemed a holder of all
of the Bonds of the series insured by such Bond Insurer for the
purpose of receiving notices and the sole holder of such Bonds
for purposes of giving any approvals, directions and requests or
exercising any other remedial rights under the terms of this
resolution.
SECTION 30. LIMITATION ON RIGHTS OF BOND
INSURER. Notwithstanding any other provision contained in this
resolution to the contrary:
M If a Bond Insurer shall be in default in
the due and punctual performance of its obligations
under its Municipal Bond Insurance Policy or if such
policy for whatever reason is not then enforceable and
in full force and effect; or
(ii) If a Bond Insurer shall apply for or
consent to the appointment of a receiver, custodian,
trustee or liquidator of such Bond Insurer or of all
or a substantial part of its assets, or shall admit
in writing its inability, or be generally unable, to
h 11 make
pay its debts as such debts become due, or s a
a general assignment for the benefit of its
creditors, or commence a voluntary case under the ;
Federal Bankruptcy Code (as now or hereafter in
a
effect) or shall file a petition seeking to take l
advantage of any other law relating to bankruptcy,
39
�^WW
SEOPW/
insolvency, reorganization, winding un,or composition or
adstment of debts, or shall fail t onvert in a
ti y and appropriate manner, or acc`iesce in writing
to, any other petition filed against such Bond Insurer
in any involuntary case under said Federal Bankruptcy
Code, or shall take any other action for the purpose of
effecting the foregoing; or
(iii) If a proceeding or case shall be commenced without
the application or consent of a Bond Insurer, in any
court of competent jurisdiction seeking the liquidation,
reorganization, dissolution, winding up or composition
(--_ readjustment of debts of such Bond Insurer or the
appointment of a trustee, receiver, custodian, or
liquidator or the like, of such Bond Insurer or of all
or a substantial part of its assets, or similar relief
with respect to such Bond Insurer under any law relating
to bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts, and such proceeding
or case shall continue undismissed and an order,
judgment or decree approving or ordering any of the
foregoing shall be entered and continue unstayed in
effect for a period of sixty (60) days from the
commencement of such proceedings or case, or any order
for relief against such Bond Insurer shall be entered in
any involuntary case under said Federal Bankruptcy Code;
then and in any such event such Bond Insurer shall not be
entitled to any rights specifically granted to it herein to
consent to, approve or participate in any actions proposed to be
taken by the Issuer, a Bondholder or any of them pursuant to this
resolution.
SECTION 31. SEVERABILITY. If any one or more of the
covenants, agreements or provisions of this Resolution should be
held contrary to any express provision of law or contrary to the
policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements or provisions shall be
null and void and shall be deemed separate from the remaining
covenants, agreements or provisions of this Resolution or of the
Bonds issued hereunder.
40
C 'ION 32. REPEAL OF INCONSISTENT *4ogOLUTIONS. All
resolutionor parts thereof, including, without limitation,
Resolution No. 90-0196, in conflict herewith are hereby repealed.
SECTION 33. ETcECTIVE DATE. This Resolution shall be
effective immediately upon its adoption.
PASSED AND ADOPTED, this sth day of Nove er, 0.
Cavier L. SWitez, Mayor
(SEAL)
ATT T
L. �-
Mat y Hirai, City Clerk
Prepared and Approved by:
Assistant City Attorney
Approved As To Form and
Correctness:
J rge L. ernandez,
City At Carney
41
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As To YOU AND
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sp,opwxAp-swo TOTAL P.04
CITY OF MIAMI, FLORIDA
M
I
Chairman Teele and
Members of the CRA Board
FROM:
Annette Lewis, CPA
Chief Financial Officer
RECOMMENDATION
INTER -OFFICE MEMORANDUM ITEM 8
DATE: July 30, 2001 FILE:
SUBJECT: Refinancing of the $11.5M of
Community Redevelopment
REFERENCES: Revenue Bonds Series 1990
ENCLOSURES: Resolution
It is recommended that the Board of Directors of the Community Redevelopment Agency
respectfully request the refinancing of the 1990 Series Revenue Bonds.
BACKGROUND
In November of 1990 the City of Miami issued the Community Redevelopment Revenue Bond
Series 1990 in the principal amount of $11,500,000.00 (maturing through 2015 with interest rates
ranging from 7.15 percent to 8.5 percent). The conduit for the CRA to use the proceeds of the
bond issue was via an Interlocal Agreement approved by the CRA Board's adoption of R-90-0195,
adopted March 8, 1990, and the City of Miami's supplemental Resolution 90-871 adopted
November 8, 1990, (City of Miami's Resolution 89-1151 adopted December 14, 1989) which
provided Guaranteed Entitlement revenues as the sole source secured by as well as sole source
from which debt service payment are payable. The CRA recognizes that under current market
conditions the refinancing of these bonds may have a positive financial impact.
Funding Source: Not Applicable
Account Number: Not Applicable