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SEOPW-CRA-R-02-0150
SEOPW/CRA ITEM 9 RESOLUTION NO. 0 2 - 150 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO EFFECT THE ISSUANCE OF THE BALANCE OF THE CITY OF MIAMI COMMUNITY REDEVELOPMENT AGENCY REVENUE BONDS, SERIES 1990, IN AN AMOUNT NOT TO EXCEED $10,500,000 OF THE TOTAL OF $22,000,000 PREVIOUSLY APPROVED BY THE MIAMI-DADE COUNTY COMMISSION VIA COUNTY RESOLUTION R-874-90 AND THE CITY OF MIAMI COMMISSION VIA RESOLUTION NO. 89- 1151 AND RESOLUTION 90-871 WHICH AUTHORIZED THE SALE OF AN AMOUNT NOT TO EXCEED $11,500,000 OF SAID BOND ISSUE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO TAKE APPROPRIATE ACTION AS REQUIRED BY THE COUNTY AND CITY ADMINISTATIONS FOR THE ISSUANCE OF SAID BONDS, PROVIDING THAT THE BOND PROCEEDS BE EXPENDED SOLELY FOR THE ACTIVITIES IDENTIFIED IN EXHIBIT "A" AS ATTACHED AND INCORPORATED HEREIN. WHEREAS, City of Miami Commission Resolution 89-1151 approved the issuance of the City of Miami Community Redevelopment Agency Revenue Bonds, Series 1990, in an amount not to exceed $22,000,000 for the furtherance of redevelopment activity; and WHEREAS, Miami Dade County Commission Resolution R-874-90 approved the issuance of the City of Miami Community SEOp / CRC 02- 150 Redevelopment Agency Revenue Bonds, Series 1990, in an amount not to exceed $22,000,000; and WHEREAS, City of Miami Commission Resolution 90-871 approved the issuance of an amount not to exceed $11,500,000 in aggregate principal leaving a balance of $10,500,000 of the total amount approved. 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 Board of Directors hereby authorizes the Executive Director to effect the issuance of the balance of the City of Miami Community Redevelopment Revenue Bonds, Series 1990, in an amount not to exceed $10,500,000 of the total of $22,000,000 previously approved by the Miami -Dade County Commission via County Resolution R-874-90 and the City of Miami Commission via Resolution 89-1151 and Resolution 90-871 which authorized the sale of an amount not to exceed $11,500,000 of said bond issue. Section 3. The Executive Director is further authorized to take appropriate action as required by the County and City administrations for the issuance of said bonds, providing that Page 2 of 3 57tOP$ /CRA 02- 150 the proceeds be expended solely for the activities identified in Exhibit "A" as attached and incorporated herein. Section 4. This Resolution shall be 'effective upon its adoption. PASSED AND ADOPTED this 26th day of September, 2002. ATTEST: PRISCILLA A. THOMPSON CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: ARTHUR E. TEELE, JR. CHAIRMAN Page 3 of 3 SEOPWI . 02- 150 SEOPWICRA ITEM 9 RESOLUTION NO. /SD A RESOLUTION OF BOARD OF DIRECTORS OF TIIE SOUTHEAST OVERTOWN COMMUNITY REDEVELOPMENT AGENCY (CRA) AUTHORIZING THE EXECUTIVE DIRECTOR TO EFFECT THE ISSUANCE OF THE BALANCE OF THE CITY OF MIAMI COMMUNITY REDEVELOPMENT AGENCY REVENUE BONDS, SERIES 1990, IN THE AMOUNT $10,500,000.00 OF THE TOTAL OF $22,000,000 PREVIOUSLY APPROVED BY MIAMI-DADE COUNTY VIA COUNTY RESOLUTION R-874-90 AND CITY OF MIAMI VIA RESOLUTION NO. 89-1151 AND RESOLUTION 90-871 WHICH AUTHORIZED THE SALE OF $11,500,000 OF SAID BOND ISSUE, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO TAKE APPROPRIATE ACTIONS, AS REQUIRED, BY THE COUNTY AND CITY ADMINISTATIONS FOR THE ISSUANCE OF SAID BONDS, PROVIDING THAT PROCEEDS BE EXPENDED FOR ACTIVITIES IDENTIFIED IN EXHIBIT `A' AS ATTACHED AND INCORPORATED HEREIN. WHEREAS, City of Miami Resolution 89-1151 approved the issuance of the City of Miami Community Redevelopment Agency Revenue Bonds, Series 1990, not to exceed $22,000,000 for the furtherance of redevelopment activity; and WHEREAS, Miami Dade County Resolution R-874-90 approved the issuance of the City of Miami Community Redevelopment Agency Revenue Bonds, Series 1990, not to exceed $22,000,000; and WHEREAS, City of Miami Resolution 90-871 approved the issuance of $11,500,000 in aggregate principal leaving a balance of $10,500,000 of the total amount approved; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN 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 Board of Directors hereby authorize the Executive Director to effect the issuance of the balance of the City of Miami Community Redevelopment Revenue Bonds, Series 1990, in the amount of $10,500,000 of the total of $22,000,000 previously approved by Miami -Dade County via County Resolution R-874-90 and City of Miami via Resolution 89-115land Resolution 90-871 which authorized the sale of $11,500,000 of said bond issue, further authorizing the Executive to take appropriate action, as required, by the County and City administrations for the issuance of said bonds, providing that proceed be expended for activities identified in Exhibit `A' as attache and incorporated herein SEOPW / CRA 02- 150 September 26 2002 — CRA Board Meeting SEOPWICRA ITEM q Section 3. This Resolution shall be effective upon its adoption. PASSED AND ADOPTED this 26th day of September, 2002. ATTEST: PRISCILLA A. THOMPSON, CLERK OF THE BOARD APPROVED AS TO FORM AND CORRECTNESS: ALEJANDRO VILARELLO, CRA GENERAL COUNSEL ARTHUR E. TEELE, JR. CHAIRMAN SEOPW / CRA 02- 150 September 26 2002 — CRA Board Meetint CITY OF MIAM1, FLORIDA INTER -OFFICE MEMORANDUM To: Chairman Arthur E. Teele, Jr. and File: Members of the CRA Board From: Annette Lewis Acting Executive Director RECOMMENDATION: Date SEOPW/CRA ITEM q September 09, 2002 Subject: Authorization to issue the balance of the 1990 Revenue Bond Series References: Enclosures: Resolution It is respectfully recommended that the Board of Directors of the CRA authorize the Executive Director to effect the issuance of the balance of City of Miami Community Redevelopment Agency Revenue Bonds, Series 1990, in the amount of $10,500,000 of the total of $22,000,000 previously authorized City of Miami and Miami -Dade County respectively. JUSTIFICATION: Miami Dade County Resolution R-874-90 authorized the issuance of the City of Miami Redevelopment Revenue Bonds, Series 1990, in an amount not to exceed $22,000,000. City of Miami's Resolution 89-1151 authorized the issuance of an amount not to exceed $22,000,000 in Special Revenue Bonds on behalf of the CRA; and Resolution 90-0195, later supplemented by Resolution 90-871, which further approved the sale of $11,500,000 in aggregated principal of same. Of the initial issue of $11,500,000 a balance of approximately $2.78 million is currently outstanding. CRA Resolution R-01-92 further authorized the refinancing of this outstanding due to the favorable market conditions. The proceeds of the balance of $10,500,000 will be allocated for redevelopment activities as prescribed in the Southeast Overtown/Park West Redevelopment Plan dated 1982 and amended as of 1985. The projects are (1) Street Improvements on 11th Street — page 29 (2) Rebuild and beautification of P Avenue between 81h and 141h Streets -page 27 (3) Grand Promenade (vacating the Municipal Railroad from NW I" Avenue to Biscayne Blvd. and develop in conjunction with adjacent land) — page 27 (4) NET Office and Meeting/Banquet Facility (Develop a community plaza on the SE corner of NW 2°d Avenue and 9th Street linking the plaza to the Overtown Transit Station Plaza) — page 31. SEOPW/CRA September 26 2002 — CRA Arkting 15 0 CITY OF MIAMI CRA Qoard hileetint; September 26, 2007 COMMUNITY REDEVELOPMENT AGENCY SEO/MV tTEnl to PROJECT PROGRAMS SUMMARY cxulstT "A" FISCAL YEAR 2002-2003 Estimated Funding (If Available) Project Description Aetiv Cost %Afus Funding Source Account Ntmtber Comments 1 9tb Street Mail CRA Phase 11 Construction s 3,500,000 F CDBG 799125 P d E 2 Commercial Revitalization Program Technical Assistance & Construction 1 420,000 F 3 Food Franchise - Planning Planning & Technical Assistance 15,000 F 4 Food Franchise Construction 300,000 PF 5 1 Ith Street Improvements (Biscayne Blvd. to NW 5th Ave) Planning & Design 350,000 PF 6 Artist in Residence (Divine Mission) Planning & Design 150,000 F 7 Commercial Equipment Loan Piogtam Loan program 175,000 F 8 Miami Skills Center Planning & Design 500,000 PF 9 Parking beneath 1-395 Planning and Design 350,000 F 10 Parking beneath 1-395 Construction 3,500,000 OF 11 Redevelopment area fencing Construction 7,000,000 PF 12 Omni Marketing & Promotion Plan Planning 350,000 F 13 Update of the Onini Redevelopment Plan Planning 250,000 F 14 Completion of the SEOPW Redevelopment Plan Planning 250,000 F Total 12,110,000 F =FUNDED PF = PARTIALLY FUNDED OF = UNFUNDED Recap by funding source SEOPW 4,010,000 OMNI 600,000 CDSG 3,500,000 Section 108 4,000,000 12,110,000 11th Street Improvements (Q $1 OM/mile) Construction 3,000,000 OF en ing nvironmenui impact Based on project delay project expenses will require updating of consmiction figures & possibly SEOPW TIF 699005 550013 6 940 & 799125 renegotiate Grants to businesses SEOPW TIF 689001 5501086270 Pending contract negotiations SEOPW TIF 689001 5501086940 Pending contract negotiations Needs to be assigned to CRA SEOPW TIF 689001 5501086270 consultant SEOPW TIF 689001 550108 6 270 Pending assessment plan SEOPW TIF & OMNI TIF 689001 550108 6 940 & 686001 590320 6 940 Pending finalization of policy SEOPW TIF Section 108 Pending loan application Pending JPA with SEOPW TIF 689001 550108 6,270 FDOT/coordination with DOSP CDBG Section 108 Pending loan application SEOPW TIF & OMNI TIF 689001 550108 6 940 & 696001 590320 6 940 Pending final agreements OMNI TIF 686001 590320 6.690 OMNI TIF 696001 5903206 270 Requires issuance of RFP SEOPW TIF 689001 550108.6.270 Rollover Bond Issue Bond Trust Fund Resurfacing of 31d Ave between 8th-14th (@d $100Wmi1e) Construction 500,000 OF Bond Issue Bond Trust Fund Grand Promenade Improvements P D E & Construction 2,500,000 OF Bond Issue Bond Trust Fund G � ® NET Office & Meeting/Banquet Facility P D E & Construction 3,000,000 UT Bond Issue Bond Trust Fund 9,000,000 Ci I Funding based on the return of an advance to FDOT in the amount of $500,000 (the difference will have priority allocation to the Cotrununity Revitalization Project - 3rd Avenue Businesses) n C.Flr G i Pending final authorizations from primary government & actual issuance Pending final authorizations from primary government 6, actual issuance Pending final authorizations from primary government & actual issuance Pending final authorizations from primary government & actual issuance E GRA 90*0 IT'e �o ovwa?&t vv x SOUTHEAST OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT PLAN December, 1982 c� 0 based on the assumption that all north -south streets must 'remain open at peak hours for CBO trips. Major auto entrances to the new Park West residential development will be from the east -west streets. Any access/curb cuts to new development from north -south Streets should be discouraged and if neces- sary, should be carefully reviewed for traffic impact before they are allowed. Port traffic -will have to be rerouted and be restricted -so-uth of the redevelopment area on the paired, one-way streets, .fifth and sixth. This traffic can then be routed north on a widened N.W. 1st Avenue Boulevard to an interchange with I-395. These improvements should be made as soon as possible to coordi- nate with the redevelopment program. Costs of traffic improvements are considered as regional improvements and are not part of the redevelopment program. Pedestrian traffic on north -south streets will follow existing and widened sidewalks. On N.E. 2nd Avenue, a special sheltered pedestri- an area should be developed under the proposed. DCM system. Therefore, most ground level re- tail would be oriented to N.E. 2nd Street and other north -south streets except along the 9th Street Mall. Upper level walks and pedes- trian bridges linking them will be permitted to encourage access to the central community spine. Pedestrian ties to DCM stations will be required at upper levels. Major pedestrian activity will be oriented to- ward the 9th Street Corridor which will be the major amenity for the project and focal point of the redevelopment area. Parking with- in the area will be provided by a series of public and private garages. It is estimated that 3,340 parking space will be required. Recommended improvements include: (Note Map 7) 1. Vacating of the Municipal Railroad from C3 N.W. 1st Avenue to Biscayne Boulevard and redeveloping it in conjunction with adjacent tract of land. 2. The establishment of a community cor- ridor (Central Mall) from Biscayne Boulevard to the Overtown Transit Sta- tion. The existing ROW along N.E. 9th Street should be vacated from Biscayne Boulevard to North Miami Avenue. Between North Miami Avenue and the 'Overtown Transit Station, the Central Mali will be developed in conjunction with private redevelopment. 3. Develop a•boulevard along N.W. lst .Avenue from- the Government Center to I-395 and upgrade I-395 interchange for improved traffic flow front the proposed N.W. 1st Avenue Boulevard 4. Street improvements, including paving, curb repair,.new curbs, general street repairs and landscaping should be 1 C�\ undertaken on all streets between N.W. 7th and lath Streets, between Biscayne Boulevard and HiW. 1st Avenue. In general, these repairs are minor in nature 5. Reroute Port truck traffic along 5th and Eth Streets 6. Develop public parking facilities. It is proposed .that three publicly as- sisted parking structures be developed: on the block bounded by N.W. 9tli Street, N.W. loth Street, North Miami Avenue we C. Traffic and Transportation Plan The following transportation circulation and parking recommendations are aimed at improv- ing conditions throughout the study area and will augment the proposed land use plan. The construction of the Dade County Rapid Transit System and the Downtown People Mover will have a substantial impact on both.the Overtown and the proposed Park West community by creating new opportunities for economic development. Overtown During the last 6 years the City of Miami and Dade County have undertaken a major street rebuilding program within the Over - town Community. All local streets needing rebuilding have been upgraded along with NW 2nd Avenue. Proposed improvements aim at improving both pedestrian and vehicular access to the Overtown Transit Station and provides for needed public and private off- street parking facilities. Recommended - improvements include: (Note Map 7 for location). C 2 1. Rebuild and beautify NW 3rd Avenue from NW 8th - 14th Streets 2. Improve streets adjacent to the Overtown Transit Station (NW 7th Street and NW 1st Court) a. Enhance pedestrian access to the station b. •NW 1st Court adjacent to the boundary O western of the station N should be widened for left turns into the station. c. Provide a new traffic signal at NW lst Court and 8th Street 3. Develop a pedestrian plaza in conjunc- tion with private redevelopment in the vicinity of NW 2nd Avenue and 7th Street. 4. Improve pedestrian access to the station by creating a pedestrian mall between the Overtown Transit Station and NW 9th Street and 2nd Avenue 5. Expand Public Parking Facilities a. Develop a metered lot on the north- west corner of N.W. 9th Street and 2nd Avenue that is currently vacant b. If future demand arises, develop public parking under the transit guide- way 6. Expand Residential Parking Facilities a. Through the land disposition process additional land will be made available to adjacent property owners for the development of private parking facili- ties 7. Close N.W. 1st Court between N.W. 8th and 9th Streets 8. Upgrade the overall pedestrian environ- ment through landscaping, widening of sidewalks, etc. Special attention should be given to N.W. 7th Street which will be the major pedestrian access to the Transit Station within Overtown. 9. Develop at least one parking structure along N.W. 3rd Avenue between 7th and 8th Streets in conjunction with redevelopment of the block 10. Develop N.W. 1st Avenue into a boulevard with public parking under the Metrorail alignment. The boulevard should also include extensive landscaping Park West Project Area The traffic movement system for Park West is 97 D. Community Facilities and Service Plan The provision of adequate community faci-. lities and services is essential in order to complement redevelopment activities pro- posed for both the Overtown and Park West sub area. Proposals set forth will enhance the Land Use Plan (Note Map 8). Overtown The Overtown Redevelopment Plan approved in con a ns an extens ve array of publ.lc actions*to upgrade the availability and delivery of community facilities and ser- vices to area residents. Since the SE por- tion of the larger Overtown Community will remain an integral part of the total comm- unity, recommendations relating to non- physical improvements as set forth in the Overtown Redevelopment Plan will remain in inrthis plan raim eat upgrading d I tthedphysical environment. Major improvements to sanitary sewer system have already been made as well as the provisions of high intensity street lightning. Recommendated actions include: I. Provide Increased Open Space a. Develop a community plaza on the SE corner of NW 2nd Avenue and 9th Street and a walk -way linking the plaza with the Overtown Transit Station Plaza. b. Refurbish the NW 2nd Avenue Mini Park c.• Substantially landscape and maintain area under an adjacent to the r Metrora i 1 Guideway n d. Develop pedestrian plaza on block bounded by NW 6th, 7th, Streets, NW 1st and NW 2nd Avenue in conjunc- tion with private development of the parcel for cor-mercial use. Park I�test Project Area The investment in a water -oriented community corridor pedestrian walkway along the right-of-way of 9th Street, and extending 80 feet on both sides is a critical element of the redevelopment program. The utility capacity exists and is now in place for a major develop ment in the Study Area. Overall public utilities within the .study area are adequate for the pro- posed redevelopment program although any changes in street configuration will require modification of the connections to the sanitary and storm drainage systems. Few modifications to major storm and sanitary collectors appear to be necessary. In general the area will be adequately served by existing community facilities located in close proximity. Recommen- dations include: 1.. Develop a pedestrian corridor along the right-of-way of 9th Street and link it to the Overtown Transit Station and Biscayne Boulevard. There are four major elements in the Program for this corridor - a. Overtown/Park West Plaza - this area will serve as the entrance to Park West from the Overtown Transit Station. A formal plaza will be developed in"conjunction. with private redevelopment of the area. Activities will be re- gional in nature and relate to the Government Center to tho Amended _ M E M'O R A N D U M Agenda Item No. 5(e)(34) TO: Honorable Mayor and Members Boa ounty s FROM: J qui G. Avino, P.E., P.L.S. County Manager DATE: October 18, 1990 SUBJECT: Clarification of Cover Memo Relating To Resolution Approving City of Miami's Bond Documents The intent of this memo is to clarify certain issues raised in the original memo dated October-1.6, 1990 and attached hereto. On August 14, 1990, the Board approved a City of Miami bond issue not to exceed $22 million by Resolution No. R-874-90. The City of Miami had previously 'authorized the issuance of said bonds on March 8, 1990 by Resolution No. 90-0196. Thq Project as authorized in those resolutions was the repayment of a HUD loan used to acquire properties in the Redevelopment Area and the acquisition of additional properties. The City has not submitted .for County approval two additional uses for the bond proceeds. They are: 1. Construction and infrastructure of one block of N.W. 9-- Street and one and a half blocks on N.W. 7 Street; and 2. Reimbursement of $750,000 to the City for administrative funds advanced to the Southeast Overtown/Park West Community Redevelopment Agency. Number 1 above, the infrastructure improvement, i-s consistent with the Southeast Overtown/Park West Master Plan. With regard to Number 2 above, reimbursement of administrative funds incurred over a four year period, the Board should be advised that such costs are consistent with state statutes and constitute authorized expenditures of tax increment trust funds. Additionally, the City's Bond Counsel advised that they are bondable. However, the Board has not been asked to approve such costs in the city's budget requests previously submitted to the county. Attachment SEOPW / CRA 02— 1�.O ' Hme rf- Ager, •:tem No. 5 (e) (34 ) 10-1 8- -0 RESOLUTION NO. R-1133-90 RESOLUTION APPROVING FORM OF BOND RESOLUTION FOR CITY OF MIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990 IN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $22,000,00'' TO FINANCE OR' REIMBURSE CITY FOR COST OF ACQUISITION AND IMPROVEMENTS FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND TO FINANCE REPAYMENT OF LOAN MADE TO CITY BY UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; APPROVING FORM OF PRELIMINARY OFFICIAL STATEMENT AND BOND PURCHASE AGREEMENT FOR SUCH BONDS; APPROVING AMENDMENTS TO INTERLOCAL COOPERATION AGREEMENT WITH CITY OF MIAMI AND AUTHORIZING ITS EXECUTION AND DELIVERY. WHEREAS, by Resolution No. R-874-90 the County approved a bond issue secured by tax increment revenues and other available funds not to exceed $22,000,000 by the City of Miami, Florida for redevelopment purposes of certain properties in Southeast Overtown/Park West Redevelopment Area (the "Project") and to finance the repayment of a HUD loan made to the City of Miami for related purposes; and WHEREAS, all tax increment instruments of indebtedness must be approved by this Board prior to their approval by the City of Miami Commission; and WHEREAS, by Resolution No. R-467-83 the County approved the Interlocal Cooperation Agreement (the "Agreement") which established responsibilities for the implementation of the Project; and WHEREAS amendments to the Interlocal Cooperation Agreement are necessary to clarify some of the terms of the Agreement; and WHEREAS this 'Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference, SEOPW/CRA 02- 150 4 An ded Agenda Item No. 5(e0(34) Page No. 2 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DADE COUNTY, FLORIDA, that this Board approves the forms of the City of Miami's Bond Resolution, the Preliminary Official Statement, the Bond Purchase Agreement and the Amendments to the Interlocal Cooperation Agreement all as attached hereto as Exhibits A, B, C and D respectively and authorizes the Mayor or Vice -Mayor, the Clerk and such other officers and X loyees of the County to execute and deliver the 3-DI- ff3 Amendments to Interlocal Cooperation Agreement in substantially the form attached hereto. The Board further directs the County Manager to review and negotiate a reasonable sum for reimbursement of administrative costs not to exceed the 0750,000 requested by the City. The foregoing resolution was offered by Commissioner Arthur E. Teele, Jr,. who moved its adoption. The motion was seconded by Commissioner Larry Hawkins and upon being put to a vote, the vote was as follows: Mary Collins aye Charles Dusseau aye _ Joseph M.,Gersten absent Larry Hawkins aye Alexander Penelas absent Harvey Ruvin aye Arthur E. Teele, Jr. aye Sherman S. Winn absent Stephen P. Clark aye SEOPW / CRA 02- 150 Amenc Agende'ltem No. 5(e)(34) Page No, 3 The Mayor thereupon declared the resolution duly passed and adopted this 18th day of October, 1990. GO M tS' DADE COUNTY, FLORIDA -t, ova i BY ITS BOARD OF COUNTY couNTY 7-: COMMISSIONERS urn�r `c a TONY COTARELO , CLERK Approved by County Attorney as BY: RAYMO D REED to form and legal sufficiency ,- Deputy Clerk SEOPW/C A 02- 15O F. t S.a gZHIBIT E CITY OF MIAMI •� S.E. OvertoWn/Park West Community Redevelopment Project PROPERTIES TO BE ACQUIRED WITH THE BOND PROCEEDS Properties located in a City block bounded by N.W Sth Street, N.W. 9th Street, N.W. 2nd Avenue, and N.W. 3rd Avenue Properties located in a City block bounded by H.W. 9th Street, N.W. loth Street, N.W. 3rd Avenue and N.W. 2nd Court Properties located in a City block bounded by N.W. 9th Street, H.W. and loth Street, N.W. 2nd Court, and N.W. 2nd Avenue Properties fronting N.W. -2nd Avenue of a City block bounded by N.W. 8th Street, N.W. 9th Street, N.W. 2nd Avenue, and N.W. lst Court Properties located in a City Block bounded by N.W. loth Street, N.W. llth Street, N.W. 1st Avenue, and North Miami Avenue Properties located in a City Block bounded by N.W. llth Street, N.W. 12th Street, N.W. ist Avenue, and North Miami Avenue Properties fronting N.E. 1st Avenue of a City block bounded by N.W. 7th Street, N.W. 8th Street, North Miami Avenue, and N.E. lst Avenue vC so-0196 SEOPW/CRA 02 - 150 ld* mended ? may , E M O R A N E] i.� ..l g en d a Item No. i Honorable Mayor and Members DATE: August 14, 1990 Boa of County Commissioners \A: Joaquin G. Avino, P.E., P.L.S. County Manager RECOMMENDATION SUBJECT: City of Miami Southeast Overtown/Park West Redevelopment Area Bonds R-874-90 It is recommended that the Board approve a City of Miami bond issue not to exceed $22 million to finance the acquisition of certain properties for redevelopment in Southeast Overtown/Park West and. to finance the repayment of a loan made by the U.S. Department of Housing and Urban Development to the City. BACKGROUND The Board approved the Tax Increment Financing Ordinance for the Southeast Overtown/Park West Redevelopment Area on December 21, 1982. (Ordinance No. 82-115). The Interlocal Cooperation Agreement with the City of Miami_ associated with the redevelopment project was approved by the Board on April 19, 1983 by Resolution No. R-467-83 and was subsequently amended on January 22, 1985 by Resolution No. R-96-85. Pursuant to the terms of the Agreement, County Commission approval is required for the use of all tax increment financing revenues, including the issuance of bonds. The City of Miami is requesting approval of a bond issue not to exceed $22 million. Its initial offering will, however, be approximately $10.0 million - $11.5 million depending upon market conditions. The bond proceeds will be used for the repayment of a U.S. Department of Housing and Urban Development loan and the acquisition of certain properties in the Redevelopment Area. The City Commission approved the bond issue and the manner in which the revenues are to be utilized on March 8, 1990 by Resolution No. 90-0.196 (the "Bond Resolution"). The City resolution also authorizes certain amendments to the existing Interlocal Cooperation Agreement. These changes are not necessary for the bond validation and are not recommended at this time. The bond issue was also reviewed and approved by the Finance Committee at its meeting of August 2, 1990. Attachment SEOPW/CRA Ar' nda Item No. 1 8 '-90 RESOLUTION NO. R-874-90 RESOLUTION APPROVING ISSUANCE OF NOT TO EXCEED $22,000,000 COMMUNITY DEVELOPMENT REVENUE BONDS, SERIES 1990 BY CITY OF MIAMI, FLORIDA FOR COST OF OR TO REIMBURSE _. CITY FOR COST OF ACQUISITION OR IMPROVEMENT FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND TO FINANCE REPAYMENT OF LOAN MADE TO CITY OF MIAMI BY UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT IN CONNECTION THEREWITH; AND APPROVING. VALIDATION OF BONDS WHEREAS, by Resolution No. 1677-82 the County approved a redevelopment plan for the Southeast Overtown/Park West Community Redevelopment Area; and WHEREAS, pursuant to ordinance No. 82-115 this Board approved the annual appropriation of tax increment funds into a trust fund to be used for redevelopment purposes in the Redevelopment Area; and WHEREAS, by Resolution No. 467-83 the County approved the Interlocal Cooperation Agreement, which established responsibilities for the implementation of the Project; and WHEREAS, pursuant to and in accordance with the Interlocal Agreement and the delegation of powers therein, the City proceeded to exercise such redevelopment powers by acquiring property for redevelopment purposes and causing the development of certain multi -family residential facilities, commercial developments, public improvements and various other improvements in the Project in furtherance of the Plan; and WHEREAS, the City desires to issue its Community Development Revenue Bonds Series 1990 in an amount not to exceed twenty-two SEOP W/ CRA 02- 150 .. :zda Item No. 1 Pacge 2 million dollars (the "Bonds") secured by the tax increment revenues deposited in the Redevelopment Trust Fund for the Project and any other revenues which may be irrevocably pledged by the City for the payment of the Bonds and to use the proceeds of the Bonds for the purpose of repaying a loan to the City from the U.S. Department of Housing and Urban Development, which the City used to finance the acquisition of certain land in the area; and for financing the acquisition of additional land in --the Area (as specifically described in City of Miami Resolution No. 90-0196 and attached hereto as Exhibit A); WHEREAS, the City of Miami has by Resolution No. 90-0196 authorized the issuance of the Bonds, the use of bond proceeds to repay the HUD Loan and acquire additional land for redevelopment purposes; and WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DADE COUNTY, FLORIDA, that the Board approves the issuance of not to exceed $22,000,000 Community Redevelopment Revenue Bonds, Series 1990, by the City of Miami for the purposes provided herein in accordance with the City of Miami Resolution No. 90-0196 attached hereto and authorizes validation of the Bonds; provided however, prior to closing of the bond issue there shall be disclosure of the ownership of all parties in interest to those parcels to be acquired. 3 SEOPW/CRA 02- 150 AmE ,ed Agenda Item No. 1 Page 3 The foregoing resolution was offered by Commissioner Harvey Ruvin who moved its adoption. The motion was seconded by lommissioner Sfiervan S. Winn and upon being put to a vote, the rote was as follows: Barbara M. Carey Aye Charles Dusseau Aye Joseph M. Gersten Aye Larry Hawkins Aye Harvey Ruvin Aye Barry D. Schreiber Absent Jorge E. Valdes Aye Sherman S. Winn Aye Stephen P. Clark Aye The Mayor thereupon declared the resolution duly passed and dopted this 14th day of August, 1990. oQaeseog.;s GdtAM/8," DADS COUNTY, FLORIDA ITS BOARD OF ��� �UNTY COMMISSIONERS pa ( t$NY COTARELO, CLERK rr � - pproved by County Attorney A p p By RA MONn iR EED o form and legal sufficiency . mil. Deputy Clerk SEOPW / CRA WA ,.. ; ' NH- t 31� /98.3 _ I�If�JILOGAL ��G2E�KEIv7 �GIr (:R I. TY P,05f1 a 7t.:- ) PROGRAM dV 1,4t CAA RFa€ui:lv�rt�v� Pt.i41✓ FtuAivr.Ed B Y 2n1(-At Eur trvtu UE5 D t= L C t�l. �bliui� UUfr PRvGkAn �1/�Q 6 L!U UU D 6-xv5a PR10ttt f iN>�� of Ft1D PAR"�4 i�114 RVAILAO Par Pr i f R rrY Y " R�Rr. /�JA AWAW 8Lr PRf�CrRA H - U-14A y . =F 4 J� 46 55 ) i7 25 45 . � Rom(. i �L �-, r�------�-ram r DEVELOPMENT PROGRAM Lcgal Description Approx. Acreage Rtiidential Commercial '(office I retail) Hi-aoi North Blocks 24 4.1, 350 units_ 30,000 sq.ft. 25 2.2 175 units 15,000 sq.ft. 36 3.7 200 units 25,000 sq..ft'. 37 44 4.2 350 units 3D-,000 sq.ft. 3.6 309 vnits 25,000 sQ,ft. 45 2.0 1D0 units 25,600 46 3.4 200 units 0 sq.ft. 55 3.4 200 units 0 sq.ft. 56 2.0 0 100,000 sq.ft. Total 28.5 1,875.units 250,000 sq.ft. �5-0UTHEAST OVERTOWN PARK WEST '� 3"' IAETAORAf- RiOW Of WAY _ —1•>UIr'PHASE -OCM N� ��-F n :tut 1 5S PARCEUNUMBER- ""� PHASE I REDEVELOPMENT AREA f'J? 041" X F ►=1IV,4A C-ZL LRND /}cs�ts�Tlo� .PHASE :1�- r�MtstEt� �r9 CR n I LLd; DEVELOPMENT �oysp PROGRAM Q(200 400 6C) MAP-2 SEOPW / CRA 02-150 , RESOLUTION NO. 89-1151. -. A RESOLUTION WITH ATTACHMENTS, OF THE CITY OF MIAMI, FLORIDA, PROVIDING FOR THE ACQUISITION FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERITES IN SOUTHEAST OVERTOWN/PARK WEST; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED TWENTY-TWO MILLION DOLLARS ($22,000,000) IN PRINCIPAL AMOUNT OF THE CITY'S COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990, TO FINANCE THE COST THEREOF AND TO FINANCE THE REPAYMENT OF A LOAN MADE TO THE CITY BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; PROVIDING FOR THE SOURCE OF REPAYMENT OF SAID BONDS; AUTHORIZING VALIDATION OF THE BONDS; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE COMMISSION OF .THE CITY OF MIAMI, FLORIDA: SECTION 1. Authority. This Resolution is enacted pursuant to the Charter of The City of Miami, Florida (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida; and other applicable provisions of law. SECTION 2. Findings and Determinations. It is hereby ascertained, determined and declared that: A. In Resolution No. 1179-69 and Resolution No. R-39-81, as affirmed in Resolution No. R-1677- 82, adopted by the Board of County Commissioners (the "Board") of Metropolitan Dade County, Florida (the "County"), the Board found the existence of one or more slum or blighted areas in the Southeast Overtown/Park West area of The City of Miami ("Overtown"). B. In Resolution No. R-1677-82, the County approved a redevelopment plan for Overtown (the "Plan") and in Ordinance No. 82--115, enacted on December 21, 1962, the County provided for an In- terlocal agreement between the County and The City of Miami (the "City"), delegating redevelopment powers to the City Commission of the City pursuant to Section 163.410, Florida Statutes- C. The County and the City entered into an Interlocal Agreement, dated as of March 31, 1983 (the "Interlocal Agreement"), which delegated redevelopment powers to the City, provided for the creation of a redevelopment trust fund by the City and the deposit of tax increment revenues therein and the issuance of bonds, notes and other obliga- tions secured by such revenues in accordance with certain conditions set forth in the .Interlocal - Agreement. Pursuant to -the Interlocal Agreement, by the adoption of Ordinance No. 9590 and Ordinance No. 10016, the City provided for the creation of the redevelopment trust fund (the "Redevelopment SEOPW/CRA. 02- 150 .. I Trust Fund") and the funding and administration 'thereof. D. The City has heretofore found and deter- mined and hereby finds and determines that the rehabilitation and redevelopment of Overtown is I necessary in the interest of the public health, i'. safety, morals and welfare oz the City, and that in order to carry out such rehabilitation and redevelopment it is necessary and appropriate for . the City Commission to be a Community Redevelopment Agency under Part III of Chapter 163, Florida Statutes (the "Redevelopment Act") E. In order to rehabilitate and redevelop {: Overtown and to eliminate the slum or blighted areas therein, it is necessary to acquire, clear �4 and lease or sell certain lands within Overtown. E_ Pursuant to the terms of a Section 108 Loan Agreement dated February 7, 1986, (the "Loan Agreement"), the City borrowed $5,95S,400 (the "Loan") from the Department of Health and Urban i' Development of the United States ("HUD"), which moneys were used by the City to acquire the lands in Overtown described on Exhibit "A" hereto (the "HUD -financed Lands"). The City has leased or con- veyed the HUD -financed Lands to private developers j: who have constructed or are in the process of con- structing multi -family rental or condominium housing projects on such property, except for one parcel of land which has been leased to the Miami Sports and Exhibition Authority and upon which the ai �• t Miami Arena has been constructed. ±; G. The City desires to acquire or assist the Community Redevelopment Agency of the City of �i Miami, Florida (the "Agency") to acquire the real i; property described on Exhibit "B" hereto (the "Other Lands") for redevelopment purposes, which Other Lands may be conveyed or leased to private developers for multi -family rental or condominium i projects or for other commercial ventures or projects. (The HUD -financed Lands and the Other Lands will be referred to herein collectively as f the "Lands.") F H. The City, through the issuance of bonds, expects to be able to obtain funds on terms more beneficial to the City than the Loan Agreement to repay the HUD Loan and to finance the acquisition of the Other Lands. I. The City, under the terms of the Interlocal Agreement, is authorized to issue bonds or other obligations payable from tax increment funds deposited in the Redevelopment Trust Fund which funds are to be pledged to repayment of bonds, notes or other obligations secured by such revenues (the tax increment revenues deposited in the Redevelopment Trust Fluid and any other source of revenues which may be irrevocably pledged by the City for the payment of the 1990 Bonds (as hereinafter defined) prior to the issuance of the _y 1990 Bonds are hereinafter referred to as the "Pledged Reveenues.") ( 2 SEOPW / CRA 02- 150 e, J Pursuant to an interlocal agre'� �t to be entereSnto between the City and the Age1'!y before the 1990 Bonds are issued, the parties thereto will , find and agree that the City will issue bonds to 3 finance the cost of redevelopment in Overtown and i, in consideration of the City providing the funds ? for such redevelopment, the Agency will obligate itself and pledge to pay tax increment revenues deposited in the Redevelopment Trust Fund to the City to be used by the City to pay principal, in- terest and other amounts pertaining to the 1990 Bonds. K. Notice of a public hearing to be held or - December 6, 1989, by the City inviting written and oral comments and discussion regarding a plan of financing for the repayment of the HUD Loan and the acquisition of the Lands was published in the Miami Review, a newspaper of general circulation in the City of Miami, Florida. L. Pursuant to such notice, a public hearing was held on December 6, 1989, during which written j and oral comments and discussions from interested persons were requested and heard concerning the plan of financing and the location of the Lands. Attached hereto as Exhibit "C" is a copy of the minutes of the public hearing. The public hearing was held by the Assistant City (Manager for the City. t M. The acquisition of the other Lands and the repayment of the HUD Loan through the issuance of not to exceed $22,000,000 in aggregate principal ?., amount of the City's Community Redevelopment ' Revenue bonds, Series 1990 (the "1990 Bonds"), :.he principal of, premium, if any, with respect to and interest on which shall be payable solely from the Pledged Revenues, will serve proper and sufficient public purposes by aiding in the eradication of slum and blighted conditions and revitalizing of the Overtown area. N. The 1990 Bonds shall not be issued until such time as the County shall have approved the is- suance of the bonds pursuant to the interlocal Agreement and the City and the Agency shall have entered into an interlocal agreement providing for the payment of tax increment revenues from the Redevelopment Trust Fund by the Agency to the City for purpose of using such funds to pay debt service on the 1990 Bonds. ; SECTION 3. Authorization of Accluisitivn of Other Lands and Repavment of HUD Loan; Authorization of Sands. ' The acquisition of the Other Lands and the repayment of the HUD Loan are hereby authorized, with the cost thereof to be ' financed through the issuance of the 1990 Bonds by the City. Subject and pursuant to the terms hereof, the 1990 Bonds are hereby authorized to be issued at one time, or from time to time as needed in series, in an aggregate principal amount not exceeding Twenty -Two Million Dollars ($22,000,000). The issuance of the 1990 Bonds is hereby approved in accordance - �.. with Section 147(f) of the Internal. Revenue Code of 19861`.as .. amended. The denominations of the 1990 Bonds, interest >' a..;, rates to be borne by the 1990 Bonds, the maturity dates. =aM thereof and the other terms of the 1990 Bonds shall be esta- `= SE... 02- 150 blished °` subsequent ordinance or resolvOfton of the City adopted Fir to issuance thereof. In no 1.111nt, however, shall the 1990 Bonds bear interest at a rate in excess of the maximum rate permitted by applicable law or mature more than thirty years after the date of issuance thereof_ The 1990 Bonds shall be payable solely from and secured by the Pledged Revenues. The 1990 Bonds and the premiums, if any, with respect thereto and the interest thereon shall not be deemed to constitute a debt, liability or obligation of the City, the County or the State of Florida or any political subdivision thereof, or a pledge of the faith and credit of the City, the County or the State of Florida or any political subdivision thereof, but shall be payable solely from the Pledged Revenues, and.the City shall not be obligated to pay the 1990 Bonds, the premiums, if any, related thereto or the interest thereon except from the Pledged Revenues, and neither the faith and credit nor the taxing power of the City, the County or the State of Florida or any political subdivision thereof is pledged to the payment of the 1990 Bonds. The 1990 Bonds may be issued so that the interest thereon shall be intended to be included in the gross income of the holders thereof for federal income tax purposes or so that such interest shall be intended to be excluded from the gross income of the holders thereof for federal income tax purposes, as shall be determined by ordinance or resolution of the City adopted prior to issuance of the 1990 Bonds. SECTION 4. Validation . Authorized. The City Attorney is hereby authorized and directed to institute proper proceedings in the Circuit Court of the Eleventh Judicial Circuit, in and for Dade County, Florida, to con- firm and validate the 1990 Bonds and to pass upon the security therefor and the validity and legality thereof. SECTION S. Severability. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provisions 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 1990 Bonds issued hereunder which shall remain in full force and effect. SECTION 6. Effective Date_ This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 14th day of December, 1989. Xavier L. SuareZ :__ cr Prepared and approved by: Linda K. Kears , Assistant City Attorney 273870016res.113 Approved As To Form and Correctness, F Jo ge L. Fer andez, City Attorne SEOPW �a A 02 W 150 JUL-18-2001 �� fir_. •., 10:12 C CLERKS OFFICE �* 305 858 arofatu, ;'!;•: �-- 1510 P.03 ;, .. OOK=i*• RBARmbiuv !T AG y OF Tn CM OF IrrAMI '(�JiS2tEST A HNSOLUTION , YI2"8 f ► OF T'SE COKKUNITY PMEVELOMM A13INCY OF MM CITY OF �, XIAifl. .. MUM, APPAUVT G AN INTE ifITR CITY OF PERTAINING P' , AGtXMMT TER HIAXI TO TER CITY ► 8.• G'RBDgYS FX=TRVEIMB• , 1904MITY BONDS. 888I$8 90; AVT80RIZING A rtz= OY TAR I Q�UMZT RBVEt3M TO M RBPAYXERT OF OF THB :'dig 80 6; AB2HOBIZING M=MIOW AGRSM1EM. PROWDING AN BFFBCTIVB DATg. WERIMAS, the Community Redevelopment Agency of The City of r� lavIii. Florida (tue "Aganay), has the Nee Y ponslbLli to a.1.d, - encourage and provide for ULe redevelopment of certain alma end blighted, oreav looated within The City of Minns.. Florida, tons i 'City'). iaoluding the 8outheaet+ OVertovulpark Vest redevelopment area ('Overtova"); and I VEERBAS, the City has expended oartaln funds. Inolud.ing •'.a funds reoeived through a loan from the U,S. Department of Rousing 1� and Development ('M"). and expeots to expend other funds, for redevelopment prajeots In Ovextown; and :f YMMEAS, the City des9.rea to pay book the loan from HUD, reimburse itsolf for previously inourred redevelo�ftent expenses. and, provide funds for acntiauiug the redevelopment projeate in Overtown through the learn nog of ito tax J=rexent revenue bouda (the "Bonds"); and, •.Y+�wr VBMMS the Agency desires to aid and, encourage the, redevelopment effort in bvortowt by making tax itorebent revenues deposited Am the Redevelopment Trust Pond available to the City for payment of the Bonds; ter" Novi TRMLVORE. BE IT RssOLM BY TUB Coxi�si'i� R8D3V9LAPXM ACBAC7i OF THB CITY OF MIAXI . FLORIDA. ;•,.. t"" M 02- 1 0 SEOPW/CRA JUL-18-2001 10:12 CITY CLERKS OFFICE N 305 858 1610�ry P . 04 40i 01,0 of t#iia Regolutlon Aso hereby sdoptsd by reyf san. !�T ��,, -;.,1 t2ers�Ga,:�•alict iba'orgOrated, ;',�#�3,n'i 9g -.Yfc fu]_1.y',`eet '•forth5�i�n t�.h.• `:, "4::�y.. • Seotfon•.2. Anthnri.trv. Tag resolution 16 Adoptied •u�cta� the `;" , authority of seotion 163.01. .'Florida, statutes, soda, Parse. 4,1111, Chapter 163, Florids Statn'tea. Seotion 3. F<,n see. The Agency does hereby find that the d*° xedev'elopmeut plan for Ov'erto*�a vill be fvxtherpd' ,� the purposed of the Agency vill be i%d.4aAoed if tax iUoVbmi4 t '=eV82i1188 :rfil d.epDstted,':,in the Redevelopment Trust Fund for Overtown, are :pie &v4lal 'le ' to pay the pTlzoipal of end laterest ou the City' a Bonds. The Agency further tirade it is I= tUe public interest and within the authority of the AB=s to enter into an 1nterloeal agreeneut dith the City eatcab3 l ab ug as obligation by the Agency to pay e.1.1 or a port3.on of such tact 1norement revenues to the City each faecal year for the paymont of prinoipal of and . 5 interest on the 80nda. 980ti.on ' 4 , CUirm&n. Asorsta _ and Attigrn . the Agenny. The Ageuoy does hereby designate tUe Mayor of the City to set as- the Cb li-Aaa of the Agenoy, the City Clerk of the City to aaot as Saoretary of th* Ageaay sari. the City Attorney of the •tiY., to sot a.s. Attoraeg: of the Agemoy. and each ouch offiaer nay' appoint h18-or her designee to mot in hie or her p1see. SeCtioa 8. TInt=10ea-1 A4'aeement Atyt]�.ova , The Agency does'• hgrnby, approve the 1'aterloval Agreement betveeu the AgOU137.. the City Cthe "Interlooal A regiment' $ ) . 8ub8tentiA7.Iy is the 30ra': !C•h e i_ attaohed hereto as Lrhibit `A". subjeot to smob chess omiamlorw f therein as the fi A and 111,in$ of blanks o 3.oer 4� •'th,6�.. ' Wy `'`�r� genoy exeouzing same shall approve, such exeonti,on to aoaettltcKd `vn t 00nolualv'e evidenoe of such approval. ' '�•:=; sty,; Aea'r+ion 8. Bxeontion Luther j zed, The Chairmein (or deli e'd' thereof) and the Secretary for desigaee thereof) are y�- ed rand o e=oute �.� gtitthoriz dlxevted t 'Cbe Irstsrlfloal, Agre�mest~;'�,•AG�6; 3�iovide fox t ie #ijiag . of- the Materlo"I Agreement ititij , �:���• , ' ;,;'y,' ::r . .,, •. •i: K;:�• 3'•�'';�'�'",' _ •�,'� dam+' , afY!;iN` lIN .tP�r ���r" AY �''' c•'�.r Cy •' �� ry �' is. � •�d, a . , .:. -. ,..,..;:' , +�;�=CIS• 4 pE„�,o.4s5. ...5• :'i • , .. .:p.,.y,Y.R..i. :':1,113 { SEOPW/CRA 02-- 150 U1_ CITY r; _ERKS OFFICES JUL-18-2001 10 : 12 C _ _� •, ; , ...>;�; � :h...•,ir_xJs ;P!q"-.l:.V�,"r utOa.'<8hd11Thia i oy, rbva1.. by the r, ;.•,.i; ,,. 'ef�eo.„� imme4�ata1.� upon ibe bpP .. gfiBD this.: st�i _";�-'' •• p�'1SSSD _ !'� CITY 4F: 91A aAlt, �� g ' 'r. ,. ,•, �.Y, f i Q&rboity ze ABenot- of / Redevelop AZ'T8L. SUMS ST �h3RB pOAi (ia3,rma?i ' ln' v�y gadev63:op� ;, of 'tn� aomn$ aye of. rYr menu. AQeaY of taffy of the Cosmva3.t pacity 'Redevel pmout Apnoy 01 tbo City of Zti PRSpAAEC 1�I% J►pPRa BY* AsRst'aut- city dtto2ae--y ..Y To 4citt4rtne a':� F. nz SEOPW/CRA 02- 1.50 TOTAL P.05 SEOPW AND OMNI/CRA CITY CLERK'S REPORT MEETING DATE: July 30, 2001 Page No. 3 SPECIAL A RESOLUTION OF THE BOARD OF DIRECTORS SEOPW/CRA R-01-92 MEETING OF THE COMMUNITY REDEVELOPMENT MOVED: GORT ITEM 8 AGENCY ("CRA") REQUESTING THAT THE CITY SECONDED: WINTON OF MIAMI REFINANCE THE COMMUNITY ABSENT: SANCHEZ REDEVELOPMENT REVENUE BONDS SERIES 1990 IN THE PRINCIPAL AMOUNT OF $11,500,000.00 AS ADOPTED BY CITY OF MIAMI'S RESOLUTION NO. 89-1151 AND CITY OF MIAMI'S RESOLUTION NO. 90-0195 SUPPLEMENT TO RESOLUTION NO. 89-1151, THAT WAS 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 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. SPECIAL Note for the Record: Chairman Teele suggested that the MEETING external auditor should review both sets of books by ITEM 9 KPMG and Sawyer's Walk and Poinciana Village. Vice Chairman Winton indicated that this issue should be subject of an executive session. SEOPW/CRA 02 — 150 Chairman Teele and Members of the CRA Board FROM: i Annette Lewis, CPAAW ` Chief Financial Officer RECOMMENDATION CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM IM9 8 i 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 Ap)plicable Account Number: Not Applicable +&0 SEOPW/CIA 0 2 r 00 ITEM 8 SEOP«'/CRA RESOLUTION NO. SEOPN'V/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 MIAMI'S 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 requesting that the City of Miami refinance the Community Redevelopment Revenue Bonds Series 1990; and ti SEOPW / CRA 02- 150 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 $11,500,000.00 issued to finance the cost of acquisition and improvement for redevelopment purposes of certain properties in the Southeast Overtown Park West Redevelopment area and to finance repayment of a loan made to the City of Miami by the Department of Housing and Urban Development. Section 3. On November 8, 1990 City of Miami's supplemental Resolution 90- 871 provided for payment of such bonds from certain revenues and provided the means to execute the issuance of said bonds. Section 4. The Board of Directors of the CRA hereby request that the City of Miami refinance Community Redevelopment Revenue Bonds, Series 1990, where the CPA offers to become a guarantor of the bonds in the new financing transaction. Section 5. The resolution shall be effective upon its adoption. PASSED AND ADOPTED on this 30th day of July 2001. Arthur E. Teele, Jr., Chairman ATTEST: Walter J. Foeman, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello City Attorney SEOPW/CRA 02- 150 _ - 11 —1_7V p Yy-- =` �4 871 - `•" RESOLUTION 140. A RESOLUTION, INCLUDING E33iIBITS A RND B, SUPPI;EHENTING RESOLUTION NO., 90-0196 OF THE CITY OF MIAKI, FWRI-DA,, AUTHORIZING ISSUANCE _ OF COiXUNJTY REDEVEZOPKP7. REVENUE BONDS, SERIFS-1990 IN FiGGREGATE PRINCIPAL AMOUNT OF = I, 5; ;V - 000 TO FINANCE COST_ -OF AC¢UISITION AND IHPRQVEtiE?�'P 'FOR REDEVEIAPME27Ti PURPOSES OF C$RTAIN.PROPtRTIES IN THE:SOUTkEAST OVERTOWN%PARK WEST RED£VELOPHENT AREA AND TO FINANCE REPAYMENT OF A LOAN MADE TO CITY BY THE 'UNITEb�STATES DEPARTMENT OF -MOUSING AND URBAN--DEVEjbPALiXT; PROVIDING FOR PAYMENT OF : SDCH.. St?NDS' .FROM ,CERTAIN RE�TSNUEs.; MAKING CERTAIN 'COVENANTS AND AGREE?tENTS IN CONNECTION TfiEREWITH; DELEGATING TO- CITY. MANAGER ,CERTAIN MATTERS --IN CONNECTION WITH THE ISSUANCE'OF BANDS i?NC7,T7DTNG, AUTHORITY TO APPOINT A TRUSTEE* -BOND REGISTPAR-, PAYING 'AGENT. AND AL1THEtiTIC4.k3*G :AG16Rt ANp TO `AqM' Z1?- AND-'DEPIVER SAID'QNDS ; PROVIi?ZtiG - $OND$- - Nt?'..COVEHANTS.. AND:AGREEHETS FOR: BENEFIT OF -'PROVIDER 'OF-SIICH CREDIT SppROR'T, IF _ ` NECESSARY:. 'PRUVIQiNG FOR SIIt Z FUND ` DtSDRaNDE <tPOI;ICiI Aid, COV_ EN3+NT '=hND _'AGREE�3ENT$ `- FOR BENEFIT OF PRROVIUER OF::SiIt ;,TNSiTRANCE POLCY7: APP#?OVING . fORH,-OF:' I'tE4NI►12Y : OFAZ k'ICI= ST TEKENT--'AN_ ;11UTAOF 2_ NG= THE;: J EGUT ON:.AiiU f=r ?` .._ _... D�VERX:'•OF'"F.NAi�"=. t+�_-.., *` - -�:3, r. cS ' DE"CEDJG'N$PD''ORiEGOT33ATED :$AI;E:=OP" •A�?�RbVIHG.-�'OiiII`-�=;EJCEGt?T.�.Qi:•:7►ND;��IiLt%FRY OFFft R I'�S-:'-' E AGM: 'Ti .._. _ 'OTHER`��=O,.VFt�TV•_AI'ia..iiGR.E�_b`.-•-:A_3'ij�?:�.t?���?�tiG:`.• •. .. •CERT ATfiPR:DEIiS`; F` ��}1}1�� ^,}��j ':CITY:.'FPIC�'.��Q-i3'b?T�I__,•A+: `'' ACT-ro" :: t ^co�#tiEc�r�to Ain n- _ -•aEI,i�YEpR�.Y}�'-'(JF.BO ..:.=A�tD :•PROVIDI�iG:`.$E�tE[[�t?iBZI:I"rY-_ _ _ _�.:._`s�u�'- }! 027,-nF_:TIiE; - }�`h.4s''._ h+=�-'',:` '•n.• .Z.,. �t"„i-itrd�i?S�_'_ :.y,� i?. `�,.'-"• -.^tom'":.+.. s• aiY f' .'-ass•.:.-l'-' - �i.] _ f ••IY _ . t.` ••rt S! '1 � .Li•- - f i ,}$Up K - n •ice `' i1V�1'RDt-�T�asf_.,'- tia+ •u . _ ,,Y�•:� .-A4+i+:•F:. - „+E .i,�,..y-j a-, i;`�.S..A - :'1��50�.'�:OYi`:r,��"`S. •�IY$�atll �0=' ��- ��.'1�., '_ W� •r - .. �... •t _ ; )g:� ►-�:• � rya �` • e-��?! `C032te2; Cti81Si'f Efe' '1e;.: ,- - li:. - +T"i•..Y-C;.:.-vrr.'-'P''t�-•.'jf,• ,.,. ti:: ri_ +�: 0 , . PX. Flo=ida'-CbtmMl :ty,- edevQlop�a nC-;Rev -'I93p;tA�Nisit�'aiinni��'X'i�prove�aiit`-;Y�i»s�:cr�ated sou'at;;tfl�&eisYo�=;1:;iie3`i3=::;�::: �L'' •?' ,! � ;•':.Y.=.!Yr !' :�1�:.. ;'i `r7a•�.+..�`rh :.�, .iv✓ r�;...='�'<`':�-.•1 �:;>'•:i•:::.�,�_-.y.�s. =A'�ri'e ' e: �t ak e7r= ::;? t ►: O.W2 ./� 0 C.-,,w,ditional Bonds' means additions ligations - jy;z' issued in .compliance with the terms, conditions and limitations..- ',; contained -herein which shall have a lien, equal with the 1990 -- Binds, on the Pledged Revenues. D.•"Amortization Installment" means the funds to be ' deposited in the Redemption Account in a given Bond Year for pa}assent at maturity or redemption of a portion of Term Bonds of :a - designated series, as established by the -Issuer at or before.the delivery of that series of Term -Bonds. - .- E. "Authenticating Agent!' means the banK -or trust y cnmpanj appip.in---d by. the City Manager or Mayor.in-accordance with J _ tbe.terms of Section 7 hereof as Authenticating Agent, or its 1= 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 - 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 officers of -the • Issuer as. shAll be• -.designated -•by';the; : Mayor vr, the_ _ City-:-AAnager:. -.. - '_,• _ H. Bonds !' « meixris. the: 3894 Bonds and.:at�}*=:Ad3iticaiai -` Bonds. �. .: -: . • ans�:�he .Issuer: s�_Com�iarjity ;, _�•-:: - -,�.=, �-- I.. N-199.0 Bonds" -iae Redeve. opment- Bohds; SeXi.es:-1990y _.herebi. authorized > o _ be. as$iie "F' _ .. n::itin��.oi±i 3.na1:=.e; ate::. rind. a3:. _• :. . �;���`. ve - _ Qt�n e3 m.eains•: Bisizsesf• :Ah�iiy:�' iicCrh�e xiAsl;:'��„�:, .;_.. '4x: �;� Uri�� • <<: - r,,.,... Ho11•4sd• t _ Knight—. or . 1'do other nti ona11 reco riS':` 'rs' Y. ter'' = _:.' BojiOZd@I'S :Xie�AS•=1D::L' �xEi�'iCiWh'.� 4 ' . '.i% autliared�:ze esentntfof � Pr. �il!P,$� -- - - .-�Bnnds,;:. ,.. :, _ _��'-t:;t-(+� :k.r_•::��,;;:�+�' cif ;; -:, *H4nd Xtetirer", .aeat :+the; ' rbv der Of . ici; 3'i,•= - - '%': is: �l .:�tK:'.s�:�� s,!.v--13�}i�a �. LK..t,_.._�'•�';ie-*Yy,- _ :~q .- -�j_. .. -'.. . - ..5 _ •� .�^.IL� i� �.a`_--rim Y y•w��� ���y �iS .•�. .i.-; V,iC• -i _y! yy..{{'.. {.� y. �,y: '_ tti•. 'r}+:����4'h '`^Y;i�.:,���+%r,�K.=-�4Li �;i/.C�`�`�'1.1:1iP..i=J.'B�.�2�Qir'r_.e�(] Mi rrr >.••. ..t,. _�'"-7'• •e .may. j. ��?r"!Z ...��M �*"• :t':'• n-��y, 9,r.A�q�4'- ryf n'-•i.. a tPOM3- i*s TTS:•1as��yy`S'•S' :.?7.h.• A'f '.�iY'h'' -' 4. :.�:. - is e%%t. r:�' ;.Lr.:. _ti3.�•i... ftr _. .F- • -' - __ -_ t1:� .:)•-.i'- c �y'y3' r ':21c:j!B012[�-�R9Q�StY�3'���irte8�'{�-•:s�icil':•i�iiic •�3:r'"- . _ - _" - _..-- - - -. -.�t3't+_�:#'_dtif'�f��:•�.�'►e,�'i'-r►tr, 0 2 — 1 .� O cc 1g due. on Bonds during that Bond �"Noar, -'' (2) The amount required to pay the principal of Serial Bonds and the principal of Term Bonds maturing in that Bond Year that are not included in _he Amortization `= Installments for such Term Bonds, and (3) The Amortization Install;icnt for all series of Tern, Bonds for that Bond Year, Q."Bond Year" means that annual period beginning on and inciudinq tl^4 secondday: of October of each year and ending on -- } a 3 in-2�li.,y -he first day of October of the following year. R.•"Chief Financial Officer" means the chief financial officer -of.-the Issuer as defined by Section 218.403, Florida - statutes. , S. "City Attorney" means the city attorney of the Issuer. L T. "City Commission" means the City Commission of the Issuer. U.:"City Manager" means the City Manager or.,a-ny Assistant .City Manager -of the Issuer. _ V. "Clerk" means the. City Clerk..or any.Deputy or >` Assistant City Clerk. --of the Issuer: W. "CRA" or *Community Redevelopment•Agency" - means the city Commission _of the: :Issuer. •acting in such oapacity w�##i=suc2i :;� =y posters delegated -_ thereto .-pursuant - to sect -o463:A10:"•;F S'�atutes under the Interlocal Cooperation 'Agreement.. =" ]{: -"Code" means the Internal- .Revenue -Cod- of 3L985 As:. arwhdeci or corre5 din rovisions of Asi 'tut a :1aws':-of �Y Pam► 9 ' P Y ux' . t3ie-united:Sta#.es�.of:Asnericare�akisig:toy-f,edera=3.#�cc�e;�ta�c�t�:iiti." andie�C t-•as:;othersriss roYided=iei`etn=firqu ?`'P -cone:-.fihest�o�,:ina2tf�i�$: 3nterpr��'�ia�is�tte�snf:��or►.�.p�t�,-:+�r;..'.�_ ��:��:�.::.>rr;. set fth .in the t plicable regulations of the DiaX#a�et;=off =i::.: ' :<:•�� P Treastznalud ,aicabi 3at�Coiis'''tem z_T=` ba PP Tip 3a ons' andpro re n1 on the Zniial Revenue Service(includ�tsig:pub]isii-d:Iieveriii �rte_ 1e u1 cgs) :=z►sPg3?tti6�t�e �_— -- _ _ �i`i{re. _:�5.:::'•r'tCi,= - .i�i:• ..y, •;x:- _ c�C::7.'^:r_y�.? �J. - - = `.1'` '!count M_.-si8.ans: _ _•Cciunt- 3ori.@it- --=�:�'��� - iJ �r •.C.Vt1:1t:' 'ism •,,=sne�Un4:,�1#�=�,'•..,�ti. ',. -�� ��� ,' ' ' •zr, s., c err COmmis$iO�68'of:.D?#CIe?S�`eu*•- yZA _ ° t. T.;�.w: :. �_'J.i�^ <i3 YY1 ••.,' t':_•. y�•}%�.a.��.a r t.S' 3! "i: . ry :ct i .:. . i_... -.. _• _ - T�,a�. '? is '�-•t - - .gi•i7Jl`(�� `!Witii �p��':1vn::rLile `t LiV>t,i[+P_-i: i:._ 4<-a:.'a�i�iSrs••'�•i.;s'>'�Y:-:j..v.si�� i^%•-.la 't r"bai -.en i :O1ii2i~ tionsuaaaaris df c. lliii - - •Q}r1.i•��E"iD s•- f';.,o g. �4elyrp-e1�p!e�i�;,ot;;�3ea�_;�'ytc_;t�-'."t� �.>: - _ •:pr�i�n��i�f� <a�-��4,:_ zrie �� o -.�r 'i ;e u coii� foni��l- a'�, , r •�' _ ;L +�..x. ,emu .= _ -:b` �haa.`�rr�te2J;�?►tes;,•�_�-rlihex��i~:;�o�i.-aail�abl�'•�"h�:3:�ia���p�� p. 5 ••t�q7 rr1: •^• �� �. � _ S% .✓�'••:tirr,',.�.-;!j„ ' • • 3� 't.7�. ' •1 `+'t�'^'. SEOpw/CRA 02- 150 Loan Agreement dated February 7, 1986 wherein the Issuer borrowed $5,958,400 from HUD which sum was used to acquire certain lands in connection with the Project. EE. "Interest Account" means the Interest Account Within the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund created pursuant to erection 17C of this Resolution. FF. "Interest Payment Date" means each April 1 and OctoDer 1, cimmencing on April 1, 1991, when interest is due and payabl:: rh ram,<stered owners of the Bonds. GG. "Interlocal Agreement" means the interlocal agreement between the Community Redevelopment Agency and the Issuer dated'March 8, 1990. L -- HH. "Interlocal Cooperation Agreement" means the interlocal cooperation agreement between the Issuer and County, dated as of March 31, 1983, as ar-.nded. II. "Issuer" means The City of Miami, Florida. ii. "Maximum Bond Service Requirement" means, as of any particular date of calculation, the largest Bond Service Requirement for any remaining Bond Year. For purposes of this resolution, the Maximum Bond Service Requirement shall be calculated at least annually as of the first day of each Bond Year and as of the date of issuance of any -series of Additional �= Bonds hereunder. .,s KK: "Mayor" means the Mayor of the 'Issuer or in his absence or inability -to perform, the Vice Mayor of the Issuer. LL. "Hoody's" means Moody's Investors Service, Inc, and %+ its successors. EX. "Municipal Bond Insurance Policy" mea_ris any municipal bond in$urance policy* which -ma be rocured P P Y . P by the :city_ Manager or the Ma or g y pursuant t4 Section B.ii 1ier�in: _may KH. "outstanding" or "Bonds Outstanding" means all Bonds' which have been issued pursuant to this rnesolutiom excepts (a). --:Bonds cancelled' gftPayiaer-:puxchathe;:SigeriJ:y'--_`; markert..::or bar-ause 'of= ent- '.'or re eiapti prior to maturity.; is onils fpr--#lie payment.,or retie ipt on '_' pursuant . Cd =• Section-O of tta Reatili "fit`' ' =a.`::-°': GoVerniaentat' ubligatians .off •a ij :;coo r iia on - ..shall.: have' been theretofore IlVevpcably special account. with the_ Pa. Y:: li Depo hy acting.:as :ari_ e�iriv agppy�.:t elh prior :to-: the..kAturity- -or reilemptioh::iia a `;fly:eio2i:•:.:.::<.. ; , Bends i an amount which toe );. n together such Gayernmental Obligationsy Fill . be. out c :a , _• :.. ,- ,�,y ttia r nci . ..p..i al:"oi and interest onesuch= Sonde; ';ma ur {+" - ' - - - Qr��u n•'ttieir: earlier i�esiei► ti�o�i:. ' roXtleii�� a�'�:<: � ` �'-.�2"� �':* }�:; - :Bo :fa�4:t:0'•ire-`.'X4dQ�8fl:.�be�O�'R':.t;h$-:inat?�i`:�,i+.•�xjj. '[��.:`�j •h'>;�S• .7 , . G' -`ti- .z - - r 1' =di1�_j�j�(�'%e htb. -vtsi- �7E1(• tis' : �Ey�_�p���•+ ,� . a i�l+rr 5 �• '�, '' - - _ .S. "�•-_ _.'.:i.�'��•�..�- �'r�Cer�E1 ��y�;$�I.y�!/y�� _ L�,+ `111Y 1"•'Yr`. :,1 t$2'88. a ;�e��?�:#ott=:a�lti+stial-'1"� `hit :��bneh',-. '3:ven-:_•to;,._ �,: -a.. �+'4•��,: •i_ v C a i- f" \ b J tt's _•!tea - � - � - .,� k ' _ +r 4:G $e` • 3 1 .y Yia •yt '1 F � .S . J_w ice!•.• :-1- 7 y+�r �S�'_F' -i`1,- •:.i:., -:{,: `.•J..�_.ri::;•:'._ '�a'S-.'r`:x�:-`:^4-+^.�:Y: + "4+�T"✓nr .i�+�•• • a•e' �•- r cfii 'a'^,�?i`•. �'r-� '^;T ;`� - - - .,f;- .L•. .E} �`r.�`•i• �'l'�• ar•`.'+w'::i i i.:v1,. ��� - ':'f'3'ei.E;� a h�ti�'~'�:1.`�.ti`e+i�?5:/>�~` �.} t.i�'.z. �5.4 '++YLy •ti �M'+ s .. �JyT'a: ''•t`�:-iaY: :2� _ - - _ �,i •i..__•.'}. -� �._ - - - 'lam rjt•i_mF'�i•� : •=.._..T4 'i�!`��r�.�.::�•... :. >-.._ a .. .. -. -. � ..., a- ... -.--.= i:,Y 1�:.r_7:':e:. - �;t::i, : "-; ,L i.r;..i _ ^ti'� r ;�r.�a s 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. Oct. "Paying Agent" means the bank or trust company appointed by the City Manager or Mayor in accordance with the t-- ms of Section 7 hereof as Paying Agent, or any successors dc__gnated pursuant to this Resolution. PP. "'Pledged Revenues" means the Talc 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 facilitiee 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 on all. non -purpose investments (as defined in Section 148(f)(6) of 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 VIC of this Resolution. WW. "Redevelopment Act" means the Community F Redevelopment Act of 1969, codified as Part III, Chapter 163. Florida Statutes. XX. "Redevelopment Trust Fund" means the redevelopment trust fund authorized by the Interlocal Cooperation s. t Agreement and created by Ordinance No. 82-115, enacted by the �.'. County Commission on December 21, 1982, ordinance No. 9590, enacted by the City Commission on April 6, 1983 and ordinsncei:::N6: : 10018 enacted by the City Commission on July IS, 3.985,.. into-."ic?z is deposited Tax Increment Revenues for repayment of debt_. - seYarice •- -;,_° on the Bonds. 41 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 _::�arance, 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 P.eserve 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 i ' 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 power to exercise corporate trust powers, within or without the Stage 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, jl 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. .V jj. Words imparting singular number shall include the - �1 plural number in each case and vice versa, and words importing kpersons shall include firms, corporations or other entities including governments or governmental bodies. x SECTION 3. FINDINGS AND DETERMINATIONS. It is hereby WSEOPW/CRA - 150 ascertained, determined 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, (ii) d-.sic_nat-- 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 HT -JD 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 19�90 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 comments 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. 7 :)0- i "s l �SEOP.W X.ORA 02-- 150 e., 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 l., on August 23, 1990. K. The Issuer wishes to have the or.+,ion 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- agrpeme.,%ts for the benefit of the Bond Insurer, as may be describe+ ht-ein 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 Underwriter(s) 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, underwriters' and underwriters' counsel and financial advisors' fees and expenses, printing costs, rating agency fees, initial acceptance f fees and counsel fees of Trustee, Paying Agent, Bond Registrar, i Authenticating Agents, Authorized Depositories and financial ' institutions providing special credit facilities, if any, with a 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 SEOPWXRA . rw t 020s interest or u redemption of any Bonds or otht vidences of indebtedness ued to finance a portion of the st of the Project; (xiii) interest on 1990 Bonds prior to and 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. no km in 05 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 98t 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-t (the "maximum TIC"), provided, however, that in no event shall the 2.990 Boners 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 dacte of issuance thereof) set forth or incorporated by reference in J 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 ' SEOPW/CRA- 02- I� Of Y ,q APPROVAL_ PRELIMINARY 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 nade in such Bond Purchase Agreement by the officers of the Issuer executing the same, in a manner consistent "ith 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 princi.nal of $11,500,000, at a TIC not to exceed the Maximum TIC, 3-nd - t z pur=phase 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, PAYING 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 ins-t.ruments in writing and to negotiate a fee or fees to be paid for such services_ SECTION 8_ 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 a changes to the Bond Purchase Agreement as he may deem advisable:. y The signature of the Mayor or the City Manager and the Clerk on =' the Bond Purchase Agreement shall be conclusive evidence of the !,1 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 Manage-r 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 v directed on behalf of the Issuer to execute the 1990 Bonds :s (including any temporary bond of 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 SE®PW / CRA ' 02- 150 issued hereur -, to the Authenticating Aqent f authentication and delivery ems, or upon the order of, the Undelw.r_'iter(s) pursuant to the Bond Purchase Agreement, upon payment 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 i5y 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 £ 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. Suchofficers 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 19!50 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 Offiicer(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 Find 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 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 f 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 s Bonds to evidence his approval of their -form. All such obligations shall be validly executed when signed by tine persoms f who shall respectively hold such offices at the time of `i 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 signatures: 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 IA 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 21 .. 7 1 SEOPW XRA 02- 150 Authentica Agent, but it shall not be necr'"%�iry that the same officer or minatory sign the certificate of z_,,�ientication on all Bonds issued hereunder. SECTION 10. NEGOTIABILITY AND REGISTRATION. The 1990 Bonds shall be and havC 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, tr- issuer shall, unless the Issuer has notice that the Bond has been �cqi-iref 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 rc3eemed, the name and address of the Bond Registrar, the redemption price to 12 S71 SE®PW/C�tA ©2- 150 be paid and, less than all of the Bonds then-.00tstanding shall �1 be called for'redeription, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds to be redeemed F and; in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. kny notice mailed as provided in this section shall be conclusively .,resumed to have been duly given; whether or not the -- owner of such 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 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 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 such publication is no longer published or if the Issuex 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 redemption. (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 j owner thereof shall present and surrender such Bop-1 to the Issuer or its designated Paying Agent for payment of the principal amount thereof so called for redemption, and the Issuer shall a execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the 13 " SEOP'k 02- 150 principal am t of the Bond so surrendered, a id or Bonds fully registered as to principal and interest.'--*' I I Bonds or portions of Bonds that have beer..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 by the Paving Agent with respect to such Bonds in trust for the holders or registered owners thereof, as provided in this Resolution, shall not be depmed to be outstanding under the provisions of this Resolution an,- shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redempt�or, 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 FORA 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, 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 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 1990 Bonds 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 persons in whose names such 1990 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by 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 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. The registration of the Bonds may be transferred upon the registration books upon delivery to the principal office of 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 in the registration books and (unless uncertificated registration shall be requested and the Issuer has a registration system that 14 SEOPW/CRA ���'�-S7102- ..:1-50 will acco to uncertificated registration) .,;mall deliver in ., the name oe new transferee or transferees a new, fully registered Bond or Bonds of the same maturity and of authorized :renomination 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 i 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 sr and the Bond Registrar may charge the registered owner of such Bonds "'Dr the registration of every such transfer .of a Bond suffi,.ieni to -cimburse them for any taxes or any other governmental charge required (other than by the Issuer) to be t 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. MW If the date of payment of the principal of, premium, if MMY any, or interest on this 1990 Bord shall be a 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 j be the next succeeding day which is not Saturday, Sunday, legal j holiday or a day on which -such banking institutions are authorized to close and on which the Paying Agent ie closed, and payment on such day shall have the same force and effect as if i 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 hereof 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 variations 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: 15 - <J o S 7 �EOPWWI 5 02 [Form of 1990 Bond] REGISTERED RE,_:,TERED ido . R- S UNITED STATES OF A14ERICA STATE OF FLORIDA CITY OF MIAMI COMMUNTTY REDEVELOPMENT REVENUE BONDS, SERIES 1990 Irererest Rat-_ 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, K.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, Ly 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 n _ CnOpW / C O 0 1 4 a Th4we and the interest hereon are"0payable solely from and secured solely by (1) a certain portion of the Issuer's share of the Guaranteed Entitlement determined pursuant to Chapter 218, Part II of the Florida Statutes, which amount shall 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 Entitlement Revenue Bonds, Series 1969 and any bonds hereafter issued on a parity therewith, but junior and subordinate to the uer's obligation to set aside $2,000,000 per fiscal year th��ugh the fiscal year ending December 31, 1995 to be used to repay a :oa,: made 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 March 8, 1990 as supplemented pursuant to Resolution No. 90-871 adopted on November 8, 1990 (collectively, the "Resolution") (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 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. Terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Bond shall not be deemed to constitute a general debt, liability or obligation of the Issuer or of the State of 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 constitutional, legislative or charter provision or limitation, 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 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 any real or personal property for the payment of the principal of, redemption premium, if any, and interest on this Bond or for the payment of any other amount provided for in the Resolution. It is further agreed between the Issuer and the Registered Owner of this Bond that this Bond and the indebted-ness evidenced hereby shall not constitute a lien upon the Project (as hereinafter defined), or any part thereof, or any other tangible personal property of or in the Issuer, but shall constitute a lien only on the Pledged Revenues dedcribed above, all in the manner and to the extent provided in the Resolution. Neither the members of the.governing body of the Issuer nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. 17 o - %Ibpw :m 02- 150 RE. 3NCE IS HEREBY MADE TO THE FURTI PROVISIONS OF THIS BOND SE�FORTH IN THE REVERSE HEREOF WHIL"::`FURTHER 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 benefit 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 i�:sued t'-" _s = and and has caused the same to be signed by its Mayor acid attes-led 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 SEOPW 1RA Q 5 IN 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 redeve.l.opment 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 provisions3. 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 " 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, containing written instructions as to the details of transfer of ±! this Bond, along with the social security number or federal 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 s 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 19 Q � §EOI V CRA 02- 150 any Bond dur, 7 the fifteen (15) days next prep.Ving an interest payment datt the Bonds or, in the case of z proposed redemption or 'Bonds, during the five (5) busincjs days preceeding 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 }he date of payment of the principal of, premium, if any, c._' on this Bond s 'all 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. -i 20 871 SF t 02 150 reimbursement obligation and other obligations of the Issuer to such a Resery ''roduct Provider shall be deened quired deposits into the Rese-, Fund, but shall be used by the'=—afsuer to satisfy its obligations to the Reserve Product Provider. H. REBATE FUND. The issuer covenants and agrees that, or 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 az ._nts created hereunder, or from any other legally available funds of the Issuer, the amount necessary to increase the balance in the :create 7,ind to the Rebate Amount. The Issuer shall use such moneys deposited in the Rebate Account only for the payment 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 amour,tc 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 im 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 SE®PW/CRA' 02- 150 Obl. tions so purchased as investmenf moneys in each such Fund'shall be deemed at all times to't4 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 frog investment of funds in the Reserve Fund shall be retained in the Reserve Fund to the extent that the amount therein: is not en—1 to the Reserve Requirement until such time as the amount t,.Crein is equal to the Reserve Requirement and shall thereafter be depnsitec 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 generalitw 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 a 28 �.F,OPw/C � ,rbitrage bonds under Section 14' f the Code. The Issuer understands that the foregoing covenants impose continuing Gr)ligations on the Issuer that will exist as along as the requirements of Section l03 r.nd 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. 7-;H Lerz�of 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 other charge having priority to or bring 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 ex -press statement t; 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. C c M. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional S 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 I Additional Bonds. (2) Each ordinance, resolution, or other enabling i' 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 Guarani=eed ;. Entitlement pledge and there shall have been no curta1ling or any s: attempt to curtail any payment of Tax Increment Revenues that the is CRA or the Issuer is entitled to. (d) The Chief Financial officer of the Issuer shall file with the Trustee a certificate, to the effect: that (i) the Issuer 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 (ii) 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 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 a11 Q"'Y SEOPW/ u 2 - has been dul;e-Authorized and that all condition=.,.precedent to the delivery of h Additional Bonds have been fu lled. (6) An opinion of Bond Counsel shall be delivered to the Clerk to the effect that the issuance of such Additional Bonds 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 the amount of the (a) Guaranteed Entitlement and (b) Tax Increment- Re re..�,es 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 Reguirenent 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 ioe 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 =t the Chief Financial officer of the Issuer. O. PAYING AGENTS. The Trustee shall transfer, from the Sinking Fund and accounts established in this Section 17, to the 4 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 j 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 i Bondholders to receive payment for the Bonds. The Issuer shall - be unconditionally and irrevocably obligated, so 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 -7 all of which the Issuer agrees and the respective Bondholders, by :r 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 (� SECPW / CRA 02- 150 other amount en payable by the Issuer hereur. shell have been paid or�um sufficient to pay the same shall have been set 03 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 �J 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 care the Trustee may, and upon the written request of the owners of not 'less than a majority in aggregate •- p i _ipal amount of the Bonds Outstanding shall, by written notice to the Issuer, rescind and annul such declaration and its consequEac,_6s, bc no such rescis=ion or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. SECTION 24. EFFECT OF DISCONT114UING 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 takers by the Trustee hereunder, provided that such direction shall teat be otherwise than in accordance with law or the provisions of Sectican 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, eind unless the holders of not less than twenty-five percent (251) 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 hereinabr,,ve 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 this resolution or for any other remedy hereunder. It is 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 SEOPW / CRA 02 - 150 or their r' 'on to affect, disturb or prejud` ', the security of this resol . on, or to enforce any right her,,. -.der, except in the manner herein provided, and that all proceedings at 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 a:iy -)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 _.,. •i the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his Bond or Bonds at and after -tht r=turity 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 tame 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 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 installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all such Bonds shall have been declared due and payable and if such 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 02- 150 When4-,ter funds are to be applied pursuant to 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 zuc` :unds shall be exercised, the date (which shall be an interest aayme:.t date unless another date more suitable shall be fixed) upon whic~ such application is to be made shall be fixed 1_y the Issuer or the ai,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 accoants 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 Insure* 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 pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, 39 i SEOPW CRA 02- 150 ASSIGNMENT FOR VALUE RECEIVED, the undersigned, (the "Transferor")_, hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL, SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Bond 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 be guaranteed by a member registered and no new Bond firm of the New York will be issued in the name of Stock Exchange or a the Transferee, unless the commercial bank or signature(s) to this assignment company. correspond(s) with the name as it 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 and confirmed by judgment of the Circuit Court of the Eleventh Judicial Circuit Court, in and for Dade County, Florida, rendered on August 23, 1990. Mayor, City of Miami, Florida (End of Bond Form) 21 SEOPW/CRA :" 02- 150 Ffim SEc )N 14. APPLICATION OF PROCEEDS. , A. Proceeds from the sale of the 1990 Bonds, including 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 -.tent of interest next coming due on the 1990 Bonds. (2) An amount of proceeds of the 1990 Bonds equal to the a costs of issuance of the 1990 Bondsshall be deposited in the Acquisition and Improvement Fund hereinafter created i and established and shall be used to pay, when due, the 3 costs of issuance of the 1990 Bonds. (3) If necessary, an amount of proceeds of the 1990 Bonds sufficient to acquire the Municipal Bond Insurance x 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 y; Product Provider. ` (5) An amount of proceeds of the 1990 Bards 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 .p. 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 f executed in connection with the issuance of the 1990 Bonds, in a Yf manner consistent with the terms of this Resolution. -+ SECTION 15. ACQUISITION AND IMPROVEMENT FUND. There is .r. 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 i� received from other sources herein described. a The Acquisition and Improvement Fund shall be held by 22 �Q f {{S�E®PW/ V2i *M the Trustee" trust and kept separate and apa.—�from all other funds and a, ants held by the Trustee, and tl aoneys 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 Protect and purposes incidental thereto and the 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 irpr-vemer"! 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 axe 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 / CRA 02�- �_5U thereof have an paid in full, or provisions payment thereof have been dui -made or provided for, all funds remaining 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 bond counsel issues an opinion to the effect that such use is lawful. - SECTION 16. LIMITED OBLIGATIONS OF THE ISSUER; NEITHER ChzolT 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 tbereof 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 THI > 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 shall be secured, as provided herein, forthwith especially and ratably by an irrevocable lien on the Pledged Revenues. The lien on the Tax Increment Revenues is prior and superior to all other liens or encumbrances on the Tax Increment Revenues. The lien of 1990 Bonds on Guaranteed Entitlement, which Guaranteed Entitlement shall not exceed $300,000 in any fiscal year, is on a parity with the Issuer's $6,500,000 The City of Miami Guaranteed Entitlement Revenue Bonds, Series 1989, (the "Series 1989 Bonds") and any bonds hereafter issued on a parity therewith, but junior and subordinate to the Issuer's obligation to set aside $2,000,000 per fiscal year through the fiscal year ending December 31, 1995 to be used to repay a loan made to the Issuer :$ by the First Municipal Loan Council (the "Council") pursuant to a f Participation Agreement dated June 15, 1989 between the Issuer and the Council. The Issuer does hereby irrevocably pledge the Pledged Revenues for the payment of the principal of and interest - on the 1990 Bonds, and for all other payments provided herein. f SEOPW/CAA 24 02- 150 s C. CREATION OF FU14DS 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 Communitv Redevelopment Revenue Bonds, Series 1990 Sinking Fund" (the "Sinking Fund"), and a Principal Account, Interest Account and n __.Dtion Account within the Sinking Fund, the "City of Miami, Florida, Community Redevelopment Revenue Bonds, Series 1990 Reserve Fund" Ithe "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 Fund 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 officez 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 shall promptly transfer to the Trustee, for deposit to the Revenue Fund, Guaranteed Entitlement in the amount of $30U,000. E. DISPOSITION OF TAX INCREMENT REVENUES. Commencing immediately following the issuance of the 1990 Bonds and continuing thereafter so long as any Bonds shall be outstanding hereunder, all Tax Increment Revenues deposited in the Redevelopment Trust Fund shall be promptly transferred by the CRA 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 Outstanding Bonds, and all prior deficiencies in the Sinking Fund and accounts therein and in the Reserve Fond 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 equal to the Reserve Requirement (or, if applicable, the amount of the Reserve Product has been fully reinstated).- F. DISPOSITION OF MONEYS IN THE REVENUE FUND. Funds om deposit in the Revenue Fund shall be applied by the Trustee as soon as they 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 Requirement in such Bond Year for all Outstanding Bonds. (2) Second, by deposit into the Reserve Fund, the amount, if any, which, together with funds then on 25 02- 150 depols.-i. therein, will be sufficient tonake 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 1 oY any Bond Year if there are any amounts in the Revenue Fund ine;cess 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 'gave 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 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. s Funds in the Sinking Fund shall be used only to g 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 BRI 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 ;j 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 b funds in an other account held y y 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 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 SEOPW/CIA 02- 150 Trustee's du ""•s under this Resolution, and th'"rustee shall not be answerably-�-or 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 ancnverable 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 n- _i.gence, except that this sentence does not extend the duties established 1-y, or limit the exculpatory effect of, any other provision 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 (lot) 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 ON 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. ij .•A 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 SEOPW/CRA 02 - 150 pursuant tot%*����, subsection unless and until a �xcessor Trustee has been appoTl';ted and has accepted such appointment 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 affair.; shall be taken under the control of any state or federal court or administrative body because of insolvency or baa-ruptcy, 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 own_r 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 t in the notice of resignation as of the date when such resignation shall take effect, then the Trustee or the registered owner 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 erection 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 :z 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 trustee under this Resolution, without the execution or filing of .t any paper or any further act on the part of the parties hereto, anything in this Resolution to the contrary notwithstanding. M. Notwithstanding any other provisions of this section, the Trustee shall, provided the Trustee is indemnified 32 SEOPW / CRA 02- 150 (under the c' 'imstances and to the extent pro-"' d in subsection D hereof) to`%4e Trustee's satisfaction, during,,,,, ie 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 same 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_-ir_icul!v 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 notice, request, consent telegram or other paper correct and to have been persons. shall be protected in acting upon any certificate, order, affidavit, letter, or document believed to be genuine and signed or sent by the proper person or 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 posers. 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 AMENDMENT. This Resolution 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 SEOPW / CRA 02- 150 Modification , 3mendment shall permit a change in the maturity of t;,,,.Bonds or a reduction in the rate ,,f interest thereon or in the 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 -- he],' 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 3 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 t 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 j 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 =1 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 _-A 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 SECPW / CRA 02- 150 the bonds would be materially rsely affected, and such conditions shall ccnti unremedied 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 whs ch 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 No (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 Y: requiring the same to be remedied shall have been given to the Issuer by the registered owners of r not less than ten percent (10% ) inn aggregate principal amount of the Bonds Out:standincl. 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 i Section 21 Bondholders shall cooperate with holders of Series 1989 Bonds and other outstanding Bonds, if any, or } 35 c iou ... representativ nereof so that the interest of .ceders of the z� Series 1989 B0I and other Outstanding Bonds, if any, 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 speci`;_ed 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.---- and the Bond Insurer, shall proceed, subject to the provisions of Sections 18D and 25 hereof, to protect and enforce the rig:its 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, declave 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 reguiTed 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-hstanding; 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 36 SEOPW/CRA 02- 150 iw--Ni vency, reorganization, winding,p!Z or composition or a stment of debts, or shall fail ;onvert in a timely and appropriate manner, or acq 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 corunenced 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 90"- 871 SEUPW/CRA 02- 150 �IION 32. REPEAL OF INCONSISTENT VISOLUTIONS. All resolutions or parts thereof, including, without limitation, Resolution No. 90-0196, in conflict herewi-h are hereby repealed. SECTION 33. ET ECTIVE DATE. This Resolution shall be effective immediately upon its adoption. PASSED A -ND ADOPTED, this Sth dayer, ,o avier i _ S _ez, Mayor (SEAL) ATT T fiat y Hirai, City Clerk Prepared and Approved by: Assistant City Attorney 41 Approved As To Form and Correctness: A- A Jjrge L. ernandez, city At orney s ss�� ,10 871 S.EOPW/CFA' 02— 10-0 r JUL-23-2001 15:22 [-1 1 Y (-Lt--Kll%t- Ur r i k-C -3u-) 0-)0 _ ED e� V 1� M- ak, or 6f A90=1 Of The CitY' J. nalbuity t raspy 0 4 V3.0tida (tbLe "Ageita�'), h&D -e foj Qa- and- *Ovid bled a'md" - looi, e2'�Lu 'The pity of Kj=L Florida' (t4e acitya). ;LUaUdjbff the Boutbb"t 0vartOvU/P=k wen redevelopment areas (lowritaimO)', and 1►S&88A8. the City bia expended oarbalu Cum-da. Imoluding loan from the U.S. Dopartment of 916u aw expeots to ezpand other funds. 1. loan. for I IOOM Etonn City to 'he f6i preVL��j lzvbjj� TA;aGia2:OPmmt =yew* I .;M End p aid® -ka" 'for cosviativthe redeve3A)Pment W6.JsOt4 in 07*rto0i'-tbr0i6 thQ* lZOUgLUOM Of i tl 0 t4X IUMOkelLt CCVM3u& ibd ifetidy debi:,l*!K ito ld 6= e=*tM[*1A Ti4st 210jad -a 16 sit- q QT. phylQn$ Of Che z0b" Wb0Rb-*" T1 is n SEOPW/CRA 02- 150 JUL-23-2 01 15 : 22 k- t i r Ur r 4 k.c yam, �•„ �, c''�4� ... ,;:.> �,s-'G ,r A _., i ti� M1+ >rtint, ••t.y';i: r 4f.. r 3,4;.'{ • I,.: •i'c.: i.,� ''"•;- '�.0;';°p►"w'�,Y::#fie' JA ." , �j�'t.'., � "' . '�O�;i'a�1..P.9iv.:i:f•+;,i$r,.` � ,��--, r_. ::�; � :y;L:;; _ `Y,Fr-t:f':•VT' %�';'ct`�r�r ;:. '_ :•'.•`,•':: r-le�• .z1 ��Sk..C.,---', :.•��'+'��i '#ki$Y�i+d�1S.+: �B::X�pQ��tiQn:�G'��r��t�4�-��. n'. �..,.,� t-,y , �• A `tip Of 8" 'ZQ.Q� f1da���: + _ i} . _ :. 2.i?,' i:•' ',ii rF"vril�' ��i� K' i • 12•' x' j#�iQTt 2Ba, i�oxida 84tsntbg. J_ pivAi rice . TheAgOlPY , "ifoe ,her g. t iai g a�(d �cgns�t plan for Overtost iii7.i, •bB -�xutb,,�,y�- SAS_ :••'-�',.,�+��hr- at the tad` - , aal�revetii4'� vill be t�dvasoed 1f ,1 =9'i the Ted8v+elopsent T=B3t-2uz t' on the ' �8 IiTj nOS�L�i O� l n�i8T98 Q�•�Y. L:� ���'�y�p islrt�ier i3sdo it ie it, tam pabUO in'�arist' azd, : vi#:hin :ha' autihoxlty or. tfii� to Dater into nn iaterl4aa�1 e�greeseat withthe City establ•iehing as obl+ig&tioa by the Ageaaq •, to p3� a1i or 4 Portion of eutsli fats iaore�eat aeveane6 to ` City, . csi ii�ros7. yanr for the P&I Of Pri=*&l •ot �' :�� �Y�,w'�et�. 1 ��3��6n Be�iT�81'V �- AtCBS�� -•�•-�`+,, F. doW heTebY d8g4rA&tO thO MINTO= Of the. ' ?satxWAOb', ,`oi the dgeaai. thifi Wt7 Clexk Oi mow' Wt ': �4 car �Y ar .• 4 't'r1 t�,1� l o &t)'Q of the Agani+i and tba 1pity .4"'IM „•S :• C�-.'^�':;� j,Ct='7:�i T• �'-�4 4i • of the Achim. &sad -ea0h ivab 3 0���<3eZ' `'iia i•`r :^�� • -h -,. her de03$oea to eoL in- hiat or 'hair s6atti•on a. M;Aa. 0D-06 7 A9960nt A rvv r+d •. i'h!Y 1�1d y7 r' y""' . *ror-vwcrv..a the InumlJoosl tigz�tei�6=?t • � . %14 Cl.ty '. ['find 33itatlow:l - dQreeaenti _.-_ _ „- at aaht pd• hereto eo lzk bit 'A". oit! llaSQna and of b1 *uu t,hOZ;aS3i . . tb@ ' cil3j3it p)re .s y nano �sli14. acre; NU4� c�paarizrisiva'bviddaQm of OUOb approval.1. � _ 6ei ti8n 8 . 691bOrtZ r". ;::; ;': • ; ; ,�� )' 1' hire 8eo�retasy tor- dAsl gtieo. f set ovf �•; � ?%y . n,'WttJe`a y♦u,'.,95+ �:,Xt';'::v`•::y,, l_.Iy:c:.?,; -,F'_.. _ + r`�"'S'Vtf''". ir �'31M�,'1�; M�•••"t• ' r =J t�`�. `:�'�1.. ,y j. l i J_.� .}�,� �+�1.�".,:y.�♦ � - t`a•- y � . ,, a '��r=:-�1 t•F •^ :�?7'.:4'�tS�2:�'Qti�.�:' �Rd'r`r`C'�L-T�,r�. ��.. `%ky?:i•.• VA SEOPW XRA 02- 150 i UL-4J-4001 I Z) - G.) i c: rrrZ. Ur- r 1 Ag , vo. Oki ty &A . cc. veloywout A$e=Y the .CitY 93-MiWa.. 49 To PoM( AND OF t, 444 -SEOPW/CRA 02- 15-0 TOTAL P-04