Ord. No. 03-09-1995ORDINANCE NO.: 03-09-1995
AN ORDINANCE OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI,
FLORIDA, RELATING TO FINANCE; AUTHORIZING
THE CITY MANAGER TO NEGOTIATE A
PERMANENT LOAN IN AN AMOUNT NOT TO
EXCEED $1,000,000 TO REPAY THE BRIDGE LOAN
OF $1,000,000 WHICH WAS UTILIZED BY THE CITY
FOR THE COMPLETION OF CERTAIN ROAD
IMPROVEMENTS AND CONSTRUCTION OF A
PUBLIC PARKING GARAGE LOCATED AT S.W. 73RD
STREET; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, on October l hh, 2007 the Mayor and City Commission approved
Resolution no. 169 -07 -12554 authorizing the City Manager to pay $300,000
from its Undesignated Fund Contingency Cash Reserve; and
WHEREAS, on March 4th, 2008 the Mayor and City Commission approved
Ordinance no. 07 -08 -1942 authorizing the City Manager to obtain a bridge loan
from Bank of America in the amount of $1,000,000.
WHEREAS, the Mayor and City Commission authorized that $ 300,000 of the
loan proceeds be used to reimburse the undesignated contingency and the
remaining $ 700,000 to be used for completion of the parking garage; and
WHEREAS, on April 7, 2008 the City closed on the bridge loan with Bank of
America for $1,000 „000; and
WHEREAS, the term of the bridge loan is twelve months; and
WHEREAS, it is in the best interest of the City to secure a permanent loan for
purposes of repaying the bridge loan prior to the expiration of the term of the
bridge loan on April 7, 2009.
WHEREAS, Sun Trust Banks, Inc. has quoted an interest rate of 4.23% for a
term of ten years.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
2 of Ord, No, 03 -09 -1995
Section 1. The City Manager is authorized to enter into a permanent loan
agreement with Sun Trust Banks, Inc. in the amount stated in the "Whereas" clauses for
the purpose of repaying the bridge loan. The loan documents shall be reviewed by the
city attorney for legal sufficiency and to confirm that the interest rate and terms are
consistent with the terms and rate approved by the city commission
Section 2. The second reading of this ordinance will take place at a Special
Meeting of the City Commission on April 3, 2009.
Section 3. This ordinance shall take effect immediately upon enactment.
PASSED AND ADOPTED this3 rd day of April , 2009.
A;LTEST:
(A;RC:L
RE4B -A APPR LFORM
Luis igueredo,
Nagin Gallop Figueredo, P.A
Office of City Attorney
APPROVED:
Y�,
AYOR
1 st Reading — 3 / /09
2nd Reading— 4 /3/09
COMMISSION VOTE: 5 -0
Mayor Feliu: Yea
Vice Mayor Beasley: Yea
Commissioner Newman: Yea
Commnissioner Palmer: Yea
Commissioner Beckman: Yea
CITY OF SOUTH MIAMI
INTER - OFFICE MEMORANDUM
To: Mayor Horace Feliu and Date: March 19, 2009
the City Commission
From: Luis R. Figueredo
Office City Attorney Re: Bridge Loan
In March of 2008, the City Commission authorized the City Manager to execute a bridge loan for
One Million Dollars. The purpose of the bridge loan was to repay $300,000 to the City's reserve
account, which funds were utilized for improvements made to the street immediately adjacent to
the parking garage. Seven hundred thousand dollars from the bridge loan was earmarked for the
completion of the construction of the parking garage.
The reason for the bridge loan was that the Florida League of Cities was no longer offering bond
financing for public projects. The Florida League of Cities, however facilitated a bridge loan for
the City through Bank of America. The rationale for the interim financing was based upon the
premise that the decision not to offer bond financing was temporary and the bridge loan could be
replaced by bond financing once the program was re- instituted.
The term of the bridge loan is 12 months and is scheduled to expire on April 7`h, 2009. MRP
Properties is responsible for the principal and interest payments on 83.36 percent all loans which
were utilized to construct the parking garage.
I have conferred with the City's Finance Department and re- confirmed that MRP Properties is
current with respect to making its principal and interest payments.
Paragraph 10.1 of the Lease Agreement, specifically provides that the City shall make its
reasonable, best efforts to borrow the additional funds required to develop the project from the
Florida League of Cities and its underwriters.
In the interim, I have met with MRP Properties for purposes of determining whether they would
secure a loan for One Million Dollars to pay off the bridge loan. MRP advises that in order to
secure the One Million Dollar loan, MRP Properties would have to pledge the commercial lease
revenues as collateral for the loan. Those lease revenues are essentially pledged to the City as
payment for the project borrowings. A commercial lender would require that the City
subordinate its position to the lender. Essentially, the terms under which MRP Properties can
secure a loan (even though not contractually obligated to) are not favorable to the City.
Mayor and City Commission
Bridge Loan Memorandum
March 18, 2009
Page 2 of 2
MRP Properties will continue to be responsible for the repayment of the principal and interest for
$700,000 of the loan. The Three Hundred Thousand that was used for street improvements will
be the City's responsibility.
We therefore recommend that the City secure a permanent loan in the amount of One Million
Dollars to replace the bridge loan. As stated MRP Properties would be responsible for servicing
the debt on the $700,000 of that loan.
3R1➢I11t1I1Lf
CITY OF SOUTH MIAMI, FLORIDA
CAPITAL IMPROVEMENT PROMISSORY NOTE, SERIES 2009
April 7, 2009
IM1799792_2)
April 7, 2009
$1,000,000
CITY OF SOUTH MIAMI, FLORIDA
Capital Improvement Promissory Note, Series 2009
CLOSING INDEX
1) Certified copy of Ordinance No. 03 -09 -1995 authorizing issuance of the Note.
2) Loan Agreement.
3) Copy of letter from SunTrust Bank (the "Bank "), dated April 7, 2009, disclosing the
information required by the provisions of Section 218.385, Florida Statutes, as amended.
4) Copy of notice to the Division of Note Finance of the impending sale of the Note required
by Section 218.38, Florida Statutes, as amended.
5) Incumbency Certificate.
6) Signature and No- Litigation Certificate.
7) Certificate of Purchaser.
8) Tax Certificate.
9) Certificate of City as to Computation of Interest Rate in Compliance with Section 215.84(3),
Florida Statutes.
10) I.RS. Form 8038 -G.
11) Bank's Receipt for the Note.
12) Specimen Note.
13) Opinion of Adorno & Yoss LLP, approving the Note.
14) Opinion of Figueredo Boutsis & Montalvo, P.A., City Attorney.
15) Division of Bond Finance Form 2003/2004.
16) Deposit Account Resolution, Signature Card and Debit Authorization
(M1799792_2)
ORDINANCE NO.:
03 -09 -1995
AN ORDINANCE OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI,
FLORIDA, RELATING TO FINANCE; AUTHORIZING
THE CITY MANAGER TO NEGOTIATE A
PERMANENT LOAN IN AN AMOUNT NOT TO
EXCEED $1,0001000 TO REPAY THE BRIDGE LOAN
OF $1,000,000 WHICH WAS UTILIZED BY THE CITY
FOR THE COMPLETION OF CERTAIN ROAD
IMPROVEMENTS AND CONSTRUCTION OF A
PUBLIC PARKING GARAGE LOCATED AT S.W. 73RD
STREET; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, on October 11t3, 2007 the Mayor and City Commission approved
Resolution no. 169 -07 -12554 authorizing the City Manager to pay $300,000
from its Undesignated Fund Contingency Cash Reserve; and
WHEREAS, on March 4th, 2008 the Mayor and City Commission approved
Ordinance no. 07 -08 -1942 authorizing the City Manager to obtain a bridge loan
from Bank of America in the amount of $1,000,000.
WHEREAS, the Mayor and City Commission authorized that $ 300,000 of the
loan proceeds be used to reimburse the undesignated contingency and the
remaining $ 700,000 to be used for completion of the parking garage; and
WHEREAS, on April 7, 2008 the City closed on the bridge loan with Bank of
America for $1,000„000; and
WHEREAS, the term of the bridge loan is twelve months; and
WHEREAS, it is in the best interest of the City to secure a permanent loan for
purposes of repaying the bridge loan prior to the expiration of the term of the
bridge loan on April 7, 2009.
WHEREAS, Sun Trust Banks, Inc. has quoted an interest rate of 4.23% for a
term of ten years.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
3. 2 of Ord. No, 03 -09 -1995
Section 1. The City Manager is authorized to enter into a permanent loan
agreement with Sun Trust Banks, Inc. in the amount stated in the "Whereas" clauses for
the purpose of repaying the bridge loan. The loan documents shall be reviewed by the
city attorney for legal sufficiency and to confirm that the interest rate and terms are
consistent with the terms and rate approved by the city commission
Section 2. The second reading of this ordinance will take place at a Special
Meeting of the City Commission on April 3, 2009.
Section 3. This ordinance shall take effect immediately upon enactment.
PASSED AND ADOPTED this3rd day of April 2009.
TEST:
CLERK
RE APPR ?D FORM:
Luis . igueredo,
Nagin Gallop Figueredo, P.A.
Office of City Attorney
APPROVED:
J AYOR
l st Reading — 3 / 109
2nd Reading — 4 / 3 / 0 9
COMMISSION VOTE: 5 -0
Mayor Feliu: Yea
Vice Mayor Beasley: Yea
Commissioner Newman: Yea
Commissioner Palmer: Yea
Commissioner Beckman: Yea
20�C.:1" 11
LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement ") is made and entered into as of April 7,
2009, and is by and between the City of South Miami, Florida, a Florida municipal corporation,
and its successors and assigns (the "City"), and SunTrust Bank, a Georgia banking corporation,
and its successors and assigns as holder of the hereinafter defined Note (the "Bank ");
WHEREAS, the City Commission of the City did, on April 3, 2009, adopt an Ordinance
(the "Note Ordinance ") authorizing a loan from the Bank, in the principal amount not to exceed
$1,000,000, for the purpose of refinancing a taxable bridge loan (the "Bridge Loan") from Bank
of America, N.A. ("Bank of America "), which was used for the completion of certain road
improvements and construction of a public parking garage; and
WHEREAS, the City hereby determines that it is desirable and in the best interest of the
City to enter into this Agreement whereby the City will borrow funds (the "Loan") from the
Bank to be used to refinance the Bridge Loan; and
WHEREAS, the obligation of the City to repay such Loan shall be evidenced by the
delivery of a Promissory Note (the "Note") to the Bank in the principal amount of the Loan; and
WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note
Ordinance and this Agreement; and
WHEREAS, the execution and delivery of this Agreement have been duly authorized by
the Note Ordinance.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in
consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.1 Definitions. The words and terms used in this Agreement shall have the
meanings as set forth in the Note Ordinance and in the recitals above, unless otherwise defined
herein. Unless the context shall otherwise require, the following words and terms as used in this
Agreement shall have the following meanings:
"2005A Note" means the $1,425,000 City of South Miami, Florida Promissory Note,
Series 2005A (YMCA Property), issued on November 21, 2005.
"2005B Note" means the $500,000 City of South Miami, Florida Promissory Note, Series
2005B (YMCA Property), issued on November 21, 2005.
"2005C Note" means the $850,000 City of South Miami, Florida Taxable Promissory
Note, Series 2005C (YMCA Property), issued on November 21, 2005.
{M1799716_2)
"Act" means Part II of Chapter 166, Florida Statutes, as amended, the Charter of the City,
and other applicable provisions of law.
"Agreement" means this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Annual Debt Service Requirement" means for a given Fiscal Year the amount required
to pay the principal and interest coming due on the Note during that Fiscal Year.
"Bond Counsel" means counsel experienced in matters relating to the validity of and the
exclusion from gross income for federal income tax purposes of interest on, obligations of states
and their political subdivisions.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday in
Miami, Florida.
"City Manager" means the City Manager of the City.
"Clerk" means the Clerk or any Deputy Clerk of the City.
"Code" means the Internal Revenue Code of 1986, as amended, including the applicable
regulations of the Department of the Treasury (including applicable final regulations, temporary
regulations and proposed regulations), the applicable rulings of the Internal Revenue Service
(including published Revenue Rulings and private letter rulings) and applicable court decisions.
"Dated Date" means the date of issuance of the Note.
"Event of Default" shall mean an event of default specified in Article VIII of this
Agreement.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other consecutive 12 -month period as may be hereafter
designated as the fiscal year of the City pursuant to general law.
"Governing Body" means the City Commission of the City, or its successor in function.
"Holder" means the registered owner (or its authorized representatives) of the Note from
time to time, initially the Bank.
"Land Acquisition Note" means the $573,366.50 City of South Miami, Florida Land
Acquisition Promissory Note, Series 2005, issued on April 20, 2005.
"Loan" means the outstanding principal amount of the Note issued hereunder.
"Loan Documents" means this
Agreement,
the Note, the Note
Ordinance and
all other
documents, agreements, certificates,
schedules,
notes, statements,
and opinions,
however
(M1799716_2)
described, referenced herein or executed or delivered pursuant hereto or in connection with or
arising with the Loan or the transaction contemplated by this Agreement.
"Mayor" means the Mayor of the City and such other person as may be authorized to act
on his or her behalf.
` "`Non -Ad Valorem Revenues" means all revenues of the City derived from any source
other than ad valorem taxation on real or personal property and which are legally available to
make the payments required under this Agreement; but only after provision has been made by
the City for the payment of all essential or legally mandated services.
"Note" means the City's Capital Improvement Promissory Note, Series 2009, authorized
to be issued hereunder in an aggregate principal amount $1,000,000.
"Note Payment Date" means each February 1, May 1, August 1 and November 1,
commencing August 1, 2009, except that the final Note Payment Date shall be the maturity date
of the Note.
"Person" means natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
"State" means the State of Florida.
"Supplemental Ordinance" means any Ordinance of the City amending or supplementing
the Ordinance in accordance with the terms and provisions thereof.
Section 1.2 Interpretation. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Agreement and all the terms and
provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the
validity hereof.
Section 1.3 Titles and Headings. The titles and headings of the articles and sections
of this Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS OF CITY
The City represents and warrants to the Bank that:
Section 2.1 Powers of City. The City is duly organized and validly existing as a
municipal corporation under the laws of the State. The City has the power to borrow the amount
(M 1799716 2)
provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Note
in the manner contemplated hereby, and to perform and observe all the terms and conditions of
the Note and this Agreement on its part to be performed and observed. The City may lawfully
issue the Note in order to obtain funds to finance the Project.
Section 2.2 Authorization of Loan. The City has, had or will have, as the case may
be, full legal right, power, and authority to adopt the Note Ordinance and to execute and deliver
this Agreement, to issue, sell, and deliver the Note to the Bank, and to carry out and consummate
all other transactions contemplated hereby and by the Loan Documents, and the City has
complied and will comply with all provisions of applicable law in all material matters relating to
such transactions. The City, by the Note Ordinance, has duly authorized the borrowing of the
amount provided for in this Agreement, the execution and delivery of this Agreement, and the
making and delivery of the Note to the Bank, and to that end the City warrants that it will take all
action and will do all things which it is authorized by law to take and to do in order to fulfill all
covenants on its part to be performed and to provide for and to assure payment of the Note. The
City has duly adopted the Note Ordinance and authorized the execution, delivery, and
performance of the Note and the Agreement and the taking of any and all other such action as
may be required on the part of the City to cant' out, give effect to and consummate the
transactions contemplated by the Loan Documents. The Note has been duly authorized,
executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation
of the City enforceable in accordance with its terms and the terms of the Note Ordinance, and is
entitled to the benefits and security of the Note Ordinance and this Agreement. All approvals,
consents, and orders of and filings with any governmental authority or agency which would
constitute a condition precedent to the issuance of the Note or the execution and delivery of or
the performance by the City of its obligations under the Loan Documents have been obtained or
made and any consents, approvals, and orders to be received or filings so made are in full force
and effect.
Section 2.3 Agreements. The making and performing by the City of this Agreement
will not violate any provision of the Act, or any ordinance or resolution of the City, or any
regulation, order or decree of any court, and will not result in a breach of any of the terms of any
agreement or instrument to which the City is a party or by which the City is bound. The Loan
Documents constitute legal, valid and binding obligations of the City enforceable in accordance
with their respective terms.
Section 2.4 Litigation, Etc. There are no actions or proceedings pending against the
City or affecting the City or, to the knowledge of the City, threatened, which, either in any case
or in the aggregate, might result in any material adverse change in the financial condition of the
City, or which question the validity of this Agreement, the Note or any of the other Loan
Documents or of any action taken or to be taken in connection with the transactions
contemplated hereby or thereby. The City is not in default in any material respect under any
agreement or other instrument to which it is a party or by which it may be bound.
Section 2.5 Financial Information. The financial information regarding the City
furnished to the Bank by the City in connection with the Loan is complete and accurate, and
there has been no material and adverse change in the financial condition of the City from that
presented in such information.
4
(M 1799716_2)
ARTICLE III
COVENANTS OF THE CITY
Section 3.1 Affirmative Covenants. The City covenants, for so long as any of the
principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of
the City hereunder or under any of the other Loan Documents remains unpaid or unperformed, as
follows:
(a) Use of Proceeds. The City covenants that the proceeds from the Note will
be used only to finance the Project and to pay closing costs. The City represents that, as of the
date of issuance of the Note, there are no other bonds or obligations of the City secured by a
covenant to budget and appropriate from Non -Ad Valorem Revenues, other than the 2005A
Note, the 2005B Note, the 2005C Note and the Land Acquisition Note. This representation does
not apply to any future bonds or obligations issued by the City.
(b) Notice of Defaults. The City shall within ten (10) days after it acquires
knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of
any Event of Default, and any event or condition which with the passage of time or giving of
notice, or both, would constitute an Event of Default, and shall provide the Bank with such
written notice, a detailed statement by a responsible officer of the City of all relevant facts and
the action being taken or proposed to be taken by the City with respect thereto.
(c) Records. The City agrees that any and all records of the City shall be
open to inspection by the Bank or its representatives at all reasonable times at the offices of the
City.
(d) Maintain Existence. The City shall. do all things lawfully within its
power to maintain its existence as a municipal corporation of the State, and shall not voluntarily
dissolve.
(e) Notice of Liabilities. The City shall promptly inform the Bank of any
actual or potential contingent liabilities or pending or threatened litigation of any amount that
could reasonably be expected to have a material and adverse effect upon the financial condition
of the City.
(f) Insurance. The City shall maintain such liability, casualty and other
insurance as is reasonable and prudent for similarly situated municipal corporations of the State
and shall upon the request of the Bank, provide evidence of such coverage to the Bank.
(g) Comply with Laws. The City is in compliance with and shall comply
with all applicable federal, state and local laws and regulatory requirements.
(h) Taxes. In the event the
Document should be subject to the excise tax on
tax, or any similar tax, of the State of Florida,
Bank for any such taxes paid by it.
(M1799716_2)
Note, this Agreement or any other Loan
documents or the intangible personal property
the City shall pay such taxes or reimburse the
(i) Investments. The City shall invest only in obligations permitted by
Section 218.345, Florida Statutes.
Q) Maintenace of Account with Bank; Auto Debit The City agrees that so
long as the Bonds are outstanding, it will maintain a minimum of $250,000 in a depository
account with the Bank. The City also agrees that payments on the Note will be made by
automatic debit of the City's checking account (number 1000090239723) maintained with the
Bank.
Section 3.2 Bank Fees and Expenses. The City hereby agrees to pay the fees and
expenses of counsel to the Bank in connection with the issuance of the Note in the amount of
$5,000.00, plus reasonable out of pocket expenses, said amounts to be due and payable upon the
issuance of the Note.
Section 3.3 Registration and ExchanEe of Notes; Persons Treated as Owners. So
long as the Note shall remain unpaid, the City will keep books for the registration and transfer of
the Note. The Note shall be transferable only upon such registration books. The City will
transfer the registration of a Note upon written request of the Bank specifying the name, address
and taxpayer identification number of the transferee.
The Person in whose name the Note shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of principal and interest on the Note
shall be made only to or upon the written order of such Person. All such payments shall be valid
and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums
so paid.
Section 3.4 Payment of Principal and Interest. The City promises that it will
promptly pay the principal of and interest on the Note at the place, on the dates and in the
manner provided therein according to the true intent and meaning hereof and thereof, provided
that the principal of and interest on the Note is secured solely as provided in Section 3.5 hereof,
and nothing in the Note or in this Ordinance shall be construed as pledging any funds or assets of
the City to such payment or authorizing such payment to be made from any other source. The
Note shall not be or constitute a general obligation or indebtedness of the City within the
meaning of the Constitution of Florida, but shall be payable solely from and secured in the
manner and to the extent provided in Section 3.5. No Holder shall ever have the right to compel
the exercise of the ad valorem taxing power of the City or taxation in any form on any real or
personal property to pay such Note or the interest thereon, nor shall any Holder be entitled to
payment of such principal and interest from any other funds of the City other than the Non -Ad
Valorem Revenues, all in the manner and to the extent herein provided.
Section 3.5 Covenant to Budget and Appropriate. The City hereby covenants and
agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem
Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and
interest due on the Note in accordance with it terms during such Fiscal Year. Such covenant and
agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem
Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad
Valorem Revenues or other legally available funds in amounts sufficient to make all such
6
(M 1799716_2)
required payments shall have been budgeted, appropriated and actually paid. Notwithstanding
the foregoing covenant of the City, the City does not covenant to maintain any services or
programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the City. Such covenant to appropriate
Non -Ad Valorem Revenue is subject in all respects to the payment of obligations secured by a
pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the
payment of debt service on bonds and other debt instruments). However, the covenant to budget
and appropriate in its general annual budget for the purposes and in the manner stated herein
shall have the effect of making available in the manner described herein Non -Ad Valorem
Revenues and placing on the City a positive duty to appropriate and budget, by amendment, if
necessary, amounts sufficient to meet its obligations under this Agreement, subject, however, in
all respects to the terms of this Agreement and the restrictions of Section 166.241(3), Florida
Statutes, which provides, in part, that the governing body of each municipality make
appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be
received from taxation or other revenue sources; and subject, further, to the payment of services
and programs which are for essential public purposes affecting the health, welfare and safety of
the inhabitants of the City or which are legally mandated by applicable law.
Section 3.6 Prepayment The City shall be entitled to prepay the Note prior to
maturity in whole or in part at any time at a price of par plus accrued interest to the date of
prepayment, upon written notice to the Holder given by the City at least five (5) days prior to the
date fixed for prepayment.
Section 3.7 Business Days. In any case where the due date of interest on or principal
of the Note is not a Business Day, then payment of such principal or interest need not be made
on such date but may be made on the next succeeding Business Day, provided that credit for
payments made shall not be given until the payment is actually received by the Bank.
Section 3.8 Officers and Employees of the City Exempt from Personal Liability.
No recourse under or upon any obligation, covenant or agreement of this Agreement or the Note
or for any claim based thereon or otherwise in respect thereof, shall be had against any
Commissioner of the City, or any officer, agent or employee, as such, of the City past, present or
future, it being expressly understood (a) that the obligation of the City under this Agreement and
the Note is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is or
shall be incurred by, the City Commission, or the officers, agents, or employees, as such, of the
City, or any of them, under or by reason of the obligations, covenants or agreements contained in
this Loan Agreement or implied therefrom, and (c) that any and all such personal liability of, and
any and all such rights and claims against, every such Commissioner of the City, and every
officer, agent, or employee, as such, of the City under or by reason of the obligations, covenants
or agreements contained in this Loan Agreement, or implied therefrom, are waived and released
as a condition of, and as a consideration for, the execution of this Loan Agreement and the
issuance of the Note on the part of the City.
7
{M1799716 2)
Section 3.9 Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall
become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Note of
like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for
such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and
upon the Holder furnishing the City proof of ownership thereof and indemnity reasonably
satisfactory to the City and complying with such other reasonable regulations and conditions as
the City may prescribe and paying such expenses as the City may incur. The Note so
surrendered shall be canceled.
Section 3.10 Section 265 Designation of Note. The reasonably anticipated amount of
tax- exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of
the Code) which have been or will be issued by the City during 2009 does not exceed
$30,000,000. There are no entities which are subordinate to or which issue obligations on behalf
of the City. The City hereby designates the Note as a "qualified tax- exempt obligation" for
purposes of Section 265(b)(3)(B)(i) of the Code. The City hereby covenants and agrees not to
take any action or to fail to take any action if such action or failure would cause the Note to no
longer be a "qualified tax - exempt obligation."
Section 3.11 Tax Warranties and Covenants of the City.
Notwithstanding anything herein to the contrary, the City hereby covenants and represents that it
has taken and caused to be taken and shall make and take and cause to be made and taken all
actions that may be required of it for the interest on the Note to be and remain excluded from the
gross income of the Holder for federal income tax purposes, and that to the best of its knowledge
it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability
and within its control, it shall not make or take, or permit to be made or taken on its behalf, any
action which, if made or taken, would adversely affect such exclusion under the provisions of the
Code.
The City acknowledges that the continued exclusion of interest on the Note from gross
income for federal income tax purposes depends, in part, upon compliance with the arbitrage
limitations imposed by Sections 103(b)(2) and 148 of the Code. The City hereby acknowledges
responsibility to take all reasonable actions necessary to comply with these requirements. The
City hereby agrees and covenants that it shall not permit at any time or times any of the proceeds
of the Note or other funds of the City to be intentionally used, directly or indirectly, to acquire or
to replace funds which were used directly or indirectly to acquire any higher yielding
investments (as defined in Section 148 of the Code), the acquisition of which would cause the
Note to be an arbitrage bond for purposes of Sections 103(b)(2) and 148 of the Code. The City
further agrees and covenants that it shall do and perform all acts and things necessary in order, to
assure that the requirements of Sections 103(b)(2) and 148 of the Code are met.
Specifically, without intending to limit in any way the generality of the foregoing, the
City covenants and agrees:
(a) to pay to the United States of America at the times required pursuant to
Section 148(f) of the Code, the excess of the amount earned on all non - purpose investments (as
defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess
described in this sentence) over the amount which would have been earned if such non - purpose
IM1799716_21
investments were invested at a rate equal to the yield on the Note, plus any income attributable to
such excess (the "Rebate Amount');
(b) to maintain and retain all records pertaining to and to be responsible for
making or causing to be made all determinations and calculations of the Rebate Amount and
required payments of the Rebate Amount as shall be necessary to comply with the Code; and
(c) to comply with all representations and restrictions contained in any Tax
Certificate executed by the City in connection with the Note.
The City understands that the foregoing covenants impose continuing obligations on it to
comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the
Code so long as such requirements are applicable.
Section 3.12 Additional Tax Covenants of the City. For so long as the Note remains
outstanding, the City hereby covenants as follows:
(a) It will comply with, and timely make or cause to be made all filings
required by, all effective rules, rulings or regulations promulgated by the Department of the
Treasury or the Internal Revenue Service;
(b) It will not use, invest, direct or permit the investment of the proceeds of
the Note or any investment earnings thereon in a manner that will result in such Note becoming a
"private activity bond" within the meaning of Sections 141 and 145 of the Code;
(c) It will not use or permit to be used more than ten percent (10 %) of the
proceeds of the Note (including any amounts used to pay costs associated with issuing such
Note), including all investment income earned on such proceeds directly or indirectly, in any
trade or business carried on by any person who is not the City or a state or political subdivision
or instrumentality thereof as those terms are used in Section 103 of the Code (an "Exempt
Person");
(d) It will not use or permit the use of any portion of the proceeds of the Note,
including all investment income earned on such proceeds, directly or indirectly, to make or
finance loans to persons who are not Exempt Persons;
(e) It has not entered into, and will not enter into, any arrangement with any
person or organization (other than an Exempt Person) which provides for such person or
organization to manage, operate, or provide services with respect to more than 10% of the
property financed with the proceeds of the Note (a "Service Contract "), unless the guidelines set
forth in Revenue Procedure 97 -13 (or the guidelines set forth in Revenue Procedure 93 -19, to the
extent applicable, or any new, revised or additional guidelines applicable to Service Contracts)
(the "Guidelines "), are satisfied, except to the extent it obtains a private letter ruling from the
Internal Revenue Service or an opinion of nationally recognized Bond Counsel which allows for
a variation from the Guidelines;
(f) It will not cause the Note to be treated as "federally guaranteed" for
purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings,
I)
(M 1799716_2)
policies, procedures, regulations or other official statements promulgated or proposed by the
Department of the Treasury or the Internal Revenue Service with respect to "federally
guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph,
the Note shall be treated as "federally guaranteed" if (i) all or any portion of the principal or
interest is or will be guaranteed directly or indirectly by the United States of America or any
agency or instrumentality thereof, or (ii) 5% or more of the proceeds of the Note will be (A) used
in making loans the payment of principal or interest with respect to which is to be guaranteed in
whole or in part by the United States of America or any agency or instrumentality thereof, or (B)
invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee
is not described in Section 149(b)(3) of the Code; and
(g) It will
comply with
the information reporting
requirements of Section
149(e)(2) of the Code.
The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have
the meanings assigned to them for purposes of Section 148 of the Code.
O_ _O ►1
CONDITIONS OF LENDING
Section 4.1 Conditions of Lending. The obligations of the Bank to lend hereunder
are subject to the following conditions precedent:
(a) Representations and Warranties. The representations and warranties set
forth in the Loan Documents are and shall be true and correct to the best of the City's knowledge
on and as of the date hereof.
(b) No Default. On the date hereof the City shall be in compliance with all
the terms and provisions set forth in the Loan Documents on its part to be observed or
performed, and no Event of Default nor any event that, upon notice or lapse of time or both,
would constitute such an Event of Default, shall have occurred and be continuing at such time.
(c) Supporting Documents. On or prior to the date hereof, the Bank shall
have received the following supporting documents, all of which shall be satisfactory in form and
substance to the Bank (such satisfaction to be evidenced by the purchase of the Note by the
Bank):
(i) The opinion of the City Attorney regarding the due authorization,
execution, delivery, validity and enforceability of this Agreement and the Note, the City's
power to incur the debt evidenced by the Note and the due adoption of the Ordinance;
(ii) The opinion of Bond Counsel to the effect that, (A) the interest on
the Note is excluded from gross income for federal income tax purposes, (B) the Note is
not an item of tax preference under Section 57 of the Code, (C) the Note is a qualified
tax - exempt obligation under Section 265(b)(3) of the Code and (D) the Note and the
income thereon is exempt from the State excise tax on documents; and
10
(M 1799716_2)
request.
(iii) Such additional supporting documents as the Bank may reasonably
ARTICLE V
THE LOAN; CITY'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS
Section 5.1 The Loan. The Bank hereby agrees to loan to the City the amount of
$1,000,000 to be evidenced by the Note, to provide funds to refinance the Bridge Loan upon the
terms and conditions set forth in the Note Ordinance and in this Agreement. The City agrees to
repay the principal amount borrowed plus interest thereon, upon the terms and conditions set
forth in the Loan Documents.
Section
5.2
Description and Payment Terms of the
Note. To evidence the
Loan, the
City shall issue
and
deliver to the Bank the Note in the form attached hereto as Exhibit
"A ".
ARTICLE VI
CREATION AND USE OF FUNDS AND ACCOUNTS
Section 6.1 Note Fund. There is hereby created a fund, entitled "City of South
Miami, Florida, Capital Improvement Promissory Note, Series 2009 Note Fund" (the "Note
Fund" ). There shall be deposited into the Note Fund on each Note Payment Date sufficient
amounts of Non -Ad Valorem Revenues as specified in Section 3.5 hereof which, together with
the amounts already on deposit therein, will enable the City to pay the principal of and interest
on the Note on each Note Payment Date. Moneys in the Note Fund shall be applied on each
Note Payment Date to the payment of principal of and interest on the Note coming due on each
such date.
Section 6.2 Funds. Each of the funds and accounts herein established and created
shall constitute trust funds for the purposes provided herein for such funds and accounts
respectively. The money in such funds and accounts shall be continuously secured in the same
manner as deposits of City funds are authorized to be secured by the laws of the State of Florida.
The designation and establishment of the funds and accounts in and by this Agreement
shall not be construed to require the establishment of any completely independent, self - balancing
funds, as such term is commonly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues and assets of the City for the
purposes herein provided and to establish certain priorities for application of such revenues and
assets.
Section 6.3 Rebate Fund and Rebate Covenants. There is hereby created and
established a fund to be held by the City, designated the "City of South Miami Capital
Improvement Promissory Note, Series 2009 Rebate Fund" (the "Rebate Fund "). The Rebate
Fund shall be held by the City separate and apart from all other funds and accounts held by the
City under this Agreement and from all other moneys of the City.
11
(M1799716_2)
Notwithstanding anything in this Agreement to the contrary, the City shall transfer to the
Rebate Fund the amounts required to be transferred in order to comply with the Tax Certificate
or the Rebate Covenants, if any, attached as an Exhibit to the Tax Certificate to be delivered by
the City on the date of delivery of the Note (the "Rebate Covenants "), when such amounts are so
required to be transferred. The City Manager shall make or cause to be made payments from the
Rebate Fund of amounts required to be deposited therein to the United States of America in the
amounts and at the times required by the Rebate Covenants. The City covenants for the benefit
of the Holder that it will comply with the Rebate Covenants. The Rebate Fund, together with all
moneys and securities from time to time held therein and all investment earnings derived
therefrom, shall be excluded from the pledge and lien of this Agreement. The City shall not be
required to comply with the requirements of this Section 6.3 in the event that the City obtains
and opinion of nationally recognized bond counsel that (i) such compliance is not required in
order to maintain the federal income tax exemption of interest on the Note and/or (ii) compliance
with some other requirement is necessary to maintain the federal income tax exemption of
interest on the Note.
ARTICLE VII
SPECIAL COVENANTS
Section 7.1 Financial Statements, The City shall, upon receipt by the City or within
one hundred twenty (120) days of each Fiscal Year end, whichever is sooner, provide the Holder
with a printed copy of its Comprehensive Annual Financial Report, its current year operating
budget and its capital improvement plan, and a certificate of its City Manager in form and
substance satisfactory to the Holder evidencing compliance with the covenant set forth in Section
7.2 below. The City shall also provide to the Holder any other financial information reasonably
requested by such Holder.
Section 7.2 Coveraee Requirement. The City covenants and agrees that it will at all
times maintain a coverage ratio such that the average of Non -Ad Valorem Revenues (excluding
enterprise fund revenues) of the City during the prior two Fiscal Years is equal to at least 200%
of Maximum Annual Debt Service. For purposes of this paragraph,
(a) "Maximum Annual Debt Service" shall mean the maximum amount of
principal and interest required in the then current or any future fiscal year to pay all Debt
Obligations; and
(b) "Debt Obligations" shall mean debt service on debt obligations of the
City, including the Note, the 2005A Note, the 2005B Note, the 2005C Note and the Land
Acquisition Note, which are secured by or payable from general or specific Non -Ad Valorem
Revenues.
Calculations of Non -Ad Valorem Revenues will be based on information derived from
the most recently audited Fiscal Year end financial statements. For purposes of calculating
Maximum Annual Debt Service, the interest rate to be assumed for indebtedness bearing interest
at a variable rate shall be equal the average rate of interest paid by the City with respect to such
indebtedness during the twelve (12) months preceding the date of calculation.
12
{M1799716 21
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.1 General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
(a) The City shall fail to make any payment of the principal of or interest on
the Note after the same shall become due and payable, whether by maturity, by acceleration at
the discretion of the Bank as provided for in Section 8.2, or otherwise; or
(b) The City shall default in the performance of or compliance with any term
or covenant contained in the Loan Documents, other than a term or covenant a default in the
performance of which or noncompliance with which is dealt with in Section 8.1(a) or (c) through
(h) hereof, which default or non - compliance shall continue and not be cured within thirty (30)
days after (i) notice thereof to the City by the Bank; or (ii) the Bank is notified of such
noncompliance or should have been so notified pursuant to the provisions of Section 3.1(b) of
this Agreement, whichever is earlier; or
(c) Any representation or warranty made in writing by or on behalf of the City
in any Loan Document shall prove to have been false or incorrect in any material respect on the
date made or reaffirmed; or
(d) The City admits in writing its inability to pay its debts generally as they
become due or files a petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver or trustee for itself; or
(e) The City is adjudged insolvent by a court of competent jurisdiction, or it is
adjudged a bankrupt on a petition in bankruptcy filed by or against the City, or an order,
judgment or decree is entered by any court of competent jurisdiction appointing, without the
consent of the City, a receiver or trustee of the City or of the whole or any part of its property,
and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside
or stayed within ninety (90) days from the date of entry thereof; or
(f) The City shall file a petition or answer seeking reorganization or any
arrangement under the federal bankruptcy laws or any other applicable law or statute of the
United States of America or the State of Florida; or
(g) The City shall default in the due and punctual payment or performance of
covenants under any obligation for the payment of money to the Bank or any other subsidiary or
affiliate of the Bank; or
(h) A judgment or order shall be rendered against the City for the payment of
money in excess of $100,000 which is not covered by insurance and such judgment or order shall
continue unsatisfied or unstayed for a period of more than 30 days.
Section 8.2
Effect
of Event
of
Default.
Except as
otherwise provided in the Note,
immediately and without notice, upon
the occurrence of any
Event of Default, the
Bank may
13
{M1799716 2j
declare all obligations of the City under the Loan Documents to be immediately due and payable
without further action of any kind and upon such declaration the Note and the interest accrued
thereon shall become immediately due and payable. In addition, and regardless whether such
declaration is or is not made, the Bank may also seek enforcement of and exercise all remedies
available to it under the Note Ordinance, the Act and any other applicable law.
Should the City default in any obligation created by this Agreement or the Note, the Bank
may, in addition to any other remedies set forth in this Agreement or the Note, either at law or in
equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction,
protect and enforce any and all rights under the laws of the State of Florida, or granted or
contained in this Agreement, and may enforce and compel the performance of all duties required
by this Agreement or by any applicable statutes to be performed by the City or by any officer
thereof.
ARTICLE IX
MISCELLANEOUS
Section 9.1 No Waiver; Cumulative Remedies. No failure or delay on the part of the
Bank in exercising any right, power, remedy hereunder, or under the Note or other Loan
Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor
shall any single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof, or the exercise of any other right, power or remedy hereunder or
thereunder. The remedies herein and therein provided are cumulative and not exclusive of any
remedies provided by law or in equity.
Section 9.2 Amendments. Chances or Modifications to the Agreement. This
Agreement shall not be amended, changed or modified except by written instrument between the
Bank and the City. The City agrees to pay all of the Bank's costs and reasonable attorneys' fees
incurred in modifying and/or amending this Agreement at the City's request or behest.
Section 9.3
Counterparts. This
Agreement may be executed
in any number of
counterparts, each
of 7hich, when so executed and delivered, shall be an
original; but such
counterparts shall together constitute but one
and the same Agreement, and,
in making proof of
this Agreement, it
shall not be necessary
to produce or account for more than one such
counterpart.
Section 9.4 Severability. If any clause, provision or section of this Agreement shall
be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not
affect any other provisions or sections hereof, and this Agreement shall be construed and
enforced to the end that the transactions contemplated hereby be effected and the obligations
contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not
been contained herein.
Section
9.5
Term of
Agreement. Except as otherwise
specified in
this Agreement,
this Agreement
and
all representations, warranties, covenants and
agreements
contained herein
14
fM1799716_2)
or made in writing by the City in connection herewith shall be in full force and effect from the
date hereof and shall continue in effect until as long as the Note is outstanding.
Section 9.6 Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when received if personally delivered; when transmitted if transmitted by
telecopy, electronic telephone line facsimile transmission or other similar electronic or digital
transmission method (provided customary evidence of receipt is obtained); the day after it is
sent, if sent by overnight common carrier service; and five days after it is sent, if mailed,
certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to:
If to the City: City Manager
City of South Miami
6130 Sunset Drive
South Miami, Florida 33143
Fax Number: 305- 663 -6345
If to the Bank: SunTrust Bank
777 Brickell Avenue, 4a' Floor
Miami, Florida 33131
Attention: Institutional and Government Banking
Fax Number: 305 -579 -7133
or to such other address as either party
may have
specified
in writing to the other using the
procedures specified above in this Section
9.6.
Section 9.7 Applicable Law. This Agreement, and each of the Loan Documents and
transactions contemplated herein, shall be construed pursuant to and governed by the substantive
laws of the State.
Section 9.8 Binding Effect; Assignment This Agreement shall be binding upon and
inure to the benefit of the successors in interest and permitted assigns of the parties. The City
shall have no rights to assign any of their rights or obligations hereunder without the prior
written consent of the Bank.
Section 9.9 Conflict. In the event any conflict arises between the terms of this
Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern
in all instances of such conflict.
Section 9.10 No Third Party Beneficiaries. It is the intent and agreement of the
parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not
a party hereto shall have any rights or privileges hereunder.
Section 9.11 Attorneys Fees. To the extent legally permissible, the City and the Bank
agree that in any suit, action or proceeding brought in connection with this Agreement, the Note,
or the Note Ordinance (including any appeal(s)), the prevailing party shall be entitled to recover
costs and attorneys' fees from the other party.
15
IM1799716_2)
Section 9.12 Entire Agreement. Except as otherwise expressly provided, this
Agreement and the other Loan Documents embody the entire agreement and understanding
between the parties hereto and supersede all prior agreements and understandings relating to the
subject matter hereof.
Section 9.13 Further Assurances. The parties to this Agreement will execute and
deliver, or cause to be executed and delivered, such additional or further documents, agreements
or instruments and shall cooperate with one another in all respects for the purpose of carrying out
the transactions contemplated by this Agreement.
Section 9.14 Waiver of Jury Trial. THE CITY AND THE BANK IRREVOCABLY
AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING
IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS
AGREEMENT, THE NOTE OR THE NOTE ORDINANCE. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective
between them as of the date of first set forth above.
CITY OF SOUTH MIAMI, FLORIDA
By: a�-
Title: City Mana
E J
By:
(M 1799716_2)
Title: First Vice President
12
Section 9.12 Entire Agreement. Except as otherwise expressly provided, this
Agreement and the other Loan Documents embody the entire agreement and understanding
between the parties hereto and supersede all prior agreements and understandings relating to the
subject matter hereof.
Section 9.13 Further Assurances. The parties to this Agreement will execute and
deliver, or cause to be executed and delivered, such additional or further documents, agreements
or instruments and shall cooperate with one another in all respects for the purpose of carrying out
the transactions contemplated by this Agreement.
Section 9.14 Waiver of Jury Trial. THE CITY AND THE BANK IRREVOCABLY
AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING
IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS
AGREEMENT, THE NOTE OR THE NOTE ORDINANCE. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective
between them as of the date of first set forth above.
CITY OF SOUTH MIAMI, FLORIDA
By:
Title: City Manager
16
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April 7, 2009
$1,000,000
CITY OF SOUTH MIAMI, FLORIDA
CAPITAL IMPROVEMENT PROMISSORY NOTE, SERIES 2009
KNOW ALL MEN BY THESE PRESENTS that the City of South Miami, Florida (the
"City"), a municipal corporation created and existing pursuant to the Constitution and the laws
of the State of Florida, for value received, promises to pay from the sources hereinafter provided,
to the order of SunTrust Bank, or registered assigns (hereinafter, the "Bank" or the "Holder "),
the principal sum of $1,000,000, together with interest on the principal balance outstanding at the
rate of 4.23% per annum (subject to adjustment as hereinafter provided), based upon a year of
360 days for the actual number of days elapsed.
Principal of and interest on this Note are payable in lawful money of the United States of
America at such place as the Bank may designate to the City.
For purposes of this Note, the following definitions shall apply:
(1) "Code" means the Internal Revenue Code of 1986, as amended;
(2) "Cost of Funds" means 100 multiplied by a fraction, the numerator of
which is equal to the total interest expense of SunTrust Bank for its immediately
preceding tax year and the denominator of which is equal to the average total assets of
SunTrust Bank for such tax year, but not to exceed the cost of Fed Funds.
(3)
"Fully
Taxable Equivalent"
means the rate of interest on the Note
multiplied by
1.5036,
expressed as a number
and not as a percentage.
(4) "Maximum Corporate Tax Rate" means the maximum Federal income tax
rate applicable to corporations, presently 35 %.
(5) "Preference Reduction Rate" means the percentage reduction to be applied
to the amount allowable as a deduction under Chapter I of the Code with respect to any
financial institution preference item (as such term is defined in Section 291(e) of the
Code), presently 20 %. If this Note is not or ceases to be a "qualified tax- exempt
obligation" as defined in Section 265(b) of the Code, the Preference Reduction Rate shall
be deemed to increase from twenty percent (20 %) to one hundred percent (100 %).
(6) "TEFR.A Adjustment" means an adjustment equal to the product of the
Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by
the applicable Preference Reduction Rate.
If for any reason the interest on this Note becomes includable in the gross income of the
holder of this Note for Federal income tax purposes (an "Event of Taxability"), this Note shall
/61
(M1799716_2)
bear interest from the earliest effective date of such Event of Taxability at a rate per annum equal
to the interest rate otherwise borne by this Note multiplied by 1.5036. In addition to the
foregoing, the City shall pay any additions to tax, penalties and interest, and any arrears in
interest imposed upon the holder of this Note on account of an Event of Taxability. All such
additional interest, additions to tax and penalties shall be paid on the next succeeding Payment
Date following the date the holder was advised of such Event of Taxability.
No Event of Taxability shall be deemed to occur unless the City has been given timely
written notice of such occurrence by the Holder of this Note and, to the extent permitted by law,
an opportunity to participate in and seek, at the City's own expense, a final administrative
determination by the Internal Revenue Service or determination by a court of competent
jurisdiction (from which no further right of appeal exists) as to the occurrence of such Event of
Taxability; provided that the City, at its own expense, delivers to the holder of this Note an
opinion of bond counsel acceptable to such holder to the effect that such appeal or action for
judicial or administrative review is not without merit and there is a reasonable possibility that the
judgment, order, ruling or decision from which such appeal or action for judicial or
administrative review is taken will be reversed, vacated or otherwise set aside.
The interest rate borne by this Note shall also be adjusted automatically as of the
effective date of any change in the Maximum Corporate Tax Rate or in the Preference
Reduction Rate, to the product obtained by multiplying the rate of interest on the Note by a
fraction, the numerator of which is equal to the sum of (i) the product of the Fully Taxable
Equivalent times 1 minus the Maximum Corporate Tax Rate in effect as of the date of
adjustment, plus (ii) the TEFRA Adjustment in effect as of the date of adjustment, and the
denominator of which is equal to the sum of (i) the product of the Fully Taxable Equivalent
times 0.65, plus (ii) the TEFRA Adjustment in effect on the date of closing of the Note.
A certificate of the Holder as to any such additional amount or amounts, in the absence of
manifest error, shall be final and conclusive. In determining such amount, the Holder may use
any reasonable averaging and attribution methods.
The principal on this Note shall be due and payable on February 1, May 1, August 1 and
November 1 of each year (each, a "Note Payment Date "), beginning August 1, 2009, through and
including April 7, 2019 (the "Maturity Date") (except that the last payment will be made on the
Maturity Date), in the amounts set forth on the payment schedule attached hereto.
Interest on this Note shall be due and payable on each Note Payment Date beginning on
August 1, 2009 until the Maturity Date (except that the last payment will be made on the
Maturity Date). The entire unpaid principal balance, together with all accrued and unpaid interest
hereon, shall be due and payable in full on the Maturity Date. All payments by the City pursuant
to this Note shall apply first to accrued interest, then to other charges due the Bank, and the
balance thereof shall apply to the principal sum due.
The principal of and interest on this Note may be prepaid at the option of the City in
whole or in part at any time at a price of par plus accrued interest to the date of prepayment,
upon written notice to the Bank given by the City at least five (5) days prior to the date fixed for
prepayment.
A -2
(M 1799716 2)
Partial prepayments shall be applied to Note Payment Dates in the inverse order of their
maturity and shall not lower the amounts, or postpone the due dates, of any installments of
principal and interest due hereunder.
Interest at the lesser of 12% per annum or the maximum lawful rate per annum shall be
payable on the entire principal balance owing hereunder from and after the occurrence of and
during the continuation of an Event of Default under the Loan Agreement, irrespective of a
declaration of maturity.
The City to the extent permitted by law hereby waives presentment, demand, protest and
notice of dishonor.
This Note is issued pursuant to an Ordinance duly adopted by the City on April 3, 2009,
as from time to time amended and supplemented (herein referred to as the "Ordinance'), and a
Loan Agreement, dated of even date herewith, between the City and the Bank (the "Loan
Agreement ") and is subject to all the terms and conditions of the Loan Agreement. All terms,
conditions and provisions of the Loan Agreement are by this reference thereto incorporated
herein as a part of this Note. Terms used herein in capitalized form and not otherwise defined
herein shall have the meanings ascribed thereto in the Loan Agreement.
The City has covenanted and agreed in the Loan Agreement to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each
Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance
with its terms during such Fiscal Year. "Non -Ad Valorem Revenues" means all revenues of the
City derived from any source other than ad valorem taxation on real or personal property which
the City derived from any source other than ad valorem taxation on real or personal property
which are legally available to make the payments required under the Loan Agreement; but only
after provision has been made by the City for the payment of all essential or legally mandated
services. Such covenant and agreement on the part of the City to budget and appropriate such
amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall
continue until such Non -Ad Valorem Revenues or other legally available funds in amounts
sufficient to make all such required payments shall have been budgeted, appropriated and
actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to
maintain any services or programs, now provided or maintained by the City, which generate
Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the City. Such covenant to appropriate
Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a
pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the
payment of debt service on bonds and other debt instruments). However, the covenant to budget
and appropriate in its general annual budget for the purposes and in the manner stated in the
Loan Agreement shall have the effect of making available in the manner described herein Non -
Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by
amendment, if necessary, amounts sufficient to meet its obligations under the Loan Agreement,
A -3
{M1799716_2)
subject, however, in all respects to the terms of the Loan Agreement and the restrictions of
Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each
municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed
the amount to be received from taxation or other revenue sources; and subject, further, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the City or which are legally mandated by applicable law.
Reference is hereby made to the Loan Agreement for the provisions, among others,
relating to the terms, lien and security of the Note, the custody and application of the proceeds of
the Note, the rights and remedies of the Holder of the Note, and the extent of and limitations on
the City's rights, duties and obligations, to all of which provisions the Holder hereof for himself
and his successors in interest assents by acceptance of this Note.
THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR
A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF
THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL
SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL,
LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY
AGREED BY THE HOLDER OF THIS NOTE THAT SUCH HOLDER SHALL NEVER
HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE
EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY 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, PREMIUM, IF ANY, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF
ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT.
It is further agreed between the City and the Holder of this Note that neither the members
of the Governing Body of the City nor any person executing the Note shall be liable personally
on the Note by reason of its issuance.
This Note may be exchanged or transferred by the Bank hereof but only upon the
registration books maintained by the City and in the manner provided in the Loan Agreement.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in the execution, delivery and the
issuance of this Note do exist, have happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Note is in full compliance with and does
not exceed or violate any constitutional or statutory limitation.
A -4
(MI799716_2)
IN WITNESS WHEREOF, the City of South Miami, Florida has caused this Note to be
executed in its name by the manual signature of its City Manager, and attested by the manual
signature of its Clerk and its corporate seal or a facsimile thereof affixed hereto, all as of this 7th
day of April, 2009.
[SEAL]
CITY OF SOUTH MIAMI, FLORIDA
By:
Title: City Manager
ATTEST:
By:
Clerk
A -5
(M1799716_2)
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note in the
books kept by the City for the registration thereof, with full power of substitution in the
premises.
Date:
SOCIAL SECURITY NUMBER OR
FEDERAL IDENTIFICATION
NUMBER OF ASSIGNEE
NOTICE: The signature of this
assignment must correspond with the
name as it appears upon the within Note
in every particulate, or any change
whatever.
[Form of Abbreviations]
The following abbreviations, when used in the inscription on the face of the within Note,
shall be construed as though they were written out in full according to the applicable laws or
regulations..
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
7T TEN - as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANS MIN ACT - Custodian for (Cust.) (Minor) under
Uniform Transfers to Minors Act of (State).
Additional abbreviations may also be used
though not in the above list.
Name and address of assignee for payment and notice purposes
Notice:
Date:
Assignee:
By:
Title:
Payment:
A -6
{M1799716_2)
PRINCIPAL PAYMENT SCHEDULE
#
pate
Payment
Interest
Principal
Balance
Loan
04/07/2009
1,000,000.00
1
08/01/2009
30,966.63
13,630.00
17,336.63
9829663.37
2
11/01/2009
30,966.63
10,622.59
20,344.04
962,319.33
2009 Totals
61,933.26
24,252.59
37,680.67
3
02/01/2010
30,966.63
10,402.67
20,563.96
941,755.37
4
05/01/2010
30,966.63
97848.41
21,118.22
920,637.15
5
08/01/2010
30,966.63
91952.09
211014.54
899,622.61
6
11/0112010
30,966.63
91724.92
21,241.71
878,380.90
2010 Totals
123,866.52
39,928.09
83,938.43
7
02/01/2011
30,966.63
9,495.30
21,471.33
856,909.57
8
05/01/2011
30,966.63
8,961.13
22,005.50
834,904.07
9
08/01/2011
30,966.63
99025.31
21,941.32
812,962.75
10
11/01/2011
30,966.63
81788.13
22,178.50
790,784.25
2011 Totals
1233866.52
36,269.87
87,596.65
It
02/01/2012
30,966.63
81548.38
229418.25
768,366.00
12
05/01/2012
30,966.63
81125.47
22,841.16
7457524.84
13
08/01/2012
30,966.63
8,059.12
223907.51
722,617.33
14
11/01/2012
30,966.63
7,811.49
23,155.14
699,462.19
2012 Totals
123,866.52
32,544.46
91,322.06
15
02/01/2013
30,966.63
7,561.19
23,405.44
676,056.75
16
05/01/2013
30,966.63
7,069.86
23,896.77
652,159.98
17
08/0112013
30,966.63
7,049.85
23,916.78
628,243.20
18
11/01/2013
30,966.63
6,791.31
240175.32
604,067.88
2013 Totals
123,866.52
28,472.21
959394.31
19
02/01/2014
30,966.63
6,529.97
24,436.66
579,631.22
20
05101/2014
30,966.63
6,061.49
24,905.14
554,726.08
A -7
(M1799716_21
m
{M1799716_2J.
21
08/01/2014
30,966.63
5,996.59
24,970.04
529,756.04
22
11/01/2014
30,966.63
51726.66
25,239.97
504,516.07
2014 Totals
123,866.52
24,314.71
999551.81
23
02/01/2015
30,966.63
51453.82
25,512.81
479,003.26
24
05/01/2015
30,966.63
50009.18
25,957.45
453,045.81
25
08/01/2015
309966.63
47897.43
26,069.20
426,976.61
26
11/01/2015
309966.63
41615.62
26,351.01
400,625.60
2015 Totals
123,866.52
19,976.05
103,890.47
27
02/01/2016
30,966.63
4,330.76
26,635.87
373,989.73
28
05/01/2016
30,966.63
33954.94
27,011.69
346,978.04
29
08/01/2016
30,966.63
31750.83
27,215.80
319,762.24
30
11/01/2016
309966.63
3,456.63
27,510.00
292,252.24
2016 Totals
123,866.52
15,493.16
108,373.36
31
02/01/2017
30,966.63
3,159.25
27,807.38
264,444.86
32
05/0112017
30,966.63
21765.43
28,201.20
236,243.66
33
08/01/2017
30,966.63
2,553.79
28,412.84
207,830.82
34
11/01/2017
30,966.63
21246.65
28,719.98
179,110.84
2017 Totals
123,866.52
10,725.12
113,141.40
35
02/01/2018
30,966.63
11936.19
29,030.44
150,080.40
36
05/01/2018
30,966.63
1,569.47
29,397.16
120,683.24
37
08/01/2018
30,966.63
11304.59
29,662.04
91,021.20
38
11/01/2018
30,966.63
983.94
29,982.69
61,038.51
2018 Totals
123,866.52
51794.19
118,072.33
39
02/01/2019
30,966.63
659.83
30,306.80
30,731.71
40
04/07/2019
30,966.63
234.92
30,731.71
2019 Totals
61,933.26
894.75
61,038.51
Grand Totals
1,238,665.20
2385665.20
11000,000.00
m
{M1799716_2J.
April 7, 2009
TO: City of South Miami, Florida
RE: $1,000,000 City of South Miami, Florida Capital Improvement Promissory Note, Series 2009
Ladies and Gentlemen:
The undersigned (the "Purchaser") has agreed to purchase from the City of South Miami,
Florida (the "City "), the Note referenced above (the "Note "). The Note is being sold directly to the
Purchaser.
The purpose of this letter is to furnish, pursuant to the provisions of Subsections (2), (3) and
(6) of Section 218.385, Florida Statutes, as amended, certain information with respect to the
purchase and sale of Note, as follows:
(a) There is no managing underwriter for the Note.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, with respect to the Note.
(c) There is no underwriting spread with respect to the Note.
(d) No management fee will be charged by the Purchaser.
(e) No fee, bonus or other compensation will be paid by the Purchaser in
connection with the Note to any person not regularly employed or retained
by it, other than a fee of $4,900 to Adomo & Yoss LLP, as Counsel to the
Bank.
(f) The name and address of the Purchaser is SunTrust Bank, 777 Brickell
Avenue, 4th Floor; Miami, Florida 33131.
(g) The City is proposing to issue a $1,000,000 Note for the purpose of providing
funds to refinance a taxable bridge loan, which was used for the completion
of certain road improvements and construction of a public parking garage.
The Note is expected to be repaid over ten (10) years. At an interest rate of
4.23 %, total interest paid over the life of Note will be $238,665. The source
of repayment or security for the Note is expected to be a covenant to budget
and appropriate from legally available Non -Ad Valorem Revenues of the
City. Authorizing the Note will result in approximately $30,967 of general
fund moneys not being available to finance the other services of the City each
year for ten (10) years.
{M]799794 2 }
(h) The Purchaser understands that you require no other disclosures with respect
to the Note.
SUNTRUST BANK
By:
{M1799794 21
Joseph, Prst Vice
Bond Finance - Local Bond Monitoring: Notice of Sale Confirmation
STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND
MONITORING
NOTICE OF SALE STATUS
Notice of Sale submission successful.
SUBMIT DATE: 04/03/2009
BOND IssuE NAME: $11000,000 City of South Miami, Florida Capital
Improvement Promissory Note, Series 2009
SALE DATE: 47/2009
CLOSING DATE: 4/7/2009
Print this page
Page 1 of 1
ittps: //bondissue. sbafla. com/ nosprocess. aspx ?redirectPage=nosprocess.aspx 4/3/2009
INCUMBENCY CERTIFICATE
Maria M. Menendez, City Clerk of the City of South Miami, Florida (the "City "), DOES
HEREBY CERTIFY as follows:
The following are now, and have been continuously since the dates of beginning of their
respective terms shown below, the duly elected, qualified and acting members of the City
Commission of the City (the "Commission'), and the dates of the beginning and ending of their
respective terms are hereunder correctly designated opposite their names:
Member
Brian D. Beasley
Jay Beckman
Horace G. Feliu
Valerie Newman
Velma Palmer
Beginning Date
of Term
2/12/08
2/14/06
2/08/08
2/13/09
2/12/08
Ending Date
of Current Term
2/14/12
2/09/10
2/09/10
2/09/10
2/14/12
The following are now, and have been continuously since the dates of beginning of their
respective current terms of office shown below, the duly elected or appointed, qualified and
acting officers of the City and the dates of the beginning and ending of their respective current
terms of office are hereunder correctly designated opposite their names:
Beginning Date
Title Name of Current Term
Mayor Horace G. Feliu 2/12/08
City Manager W. Ajibola Balogun 3/24/08
City Clerk Maria M. Menendez 9/16/03
City Attorney Luis Figueredo 7/12/04
Finance Director Matilde Menendez 3/10/08
Ending Date
of Current Term
2/09/10
Discretion of
Commission
Discretion of
Commission
Discretion of
Commission
Discretion of City
Manager
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the City this 7th day of April, 2009.
i Clerk
(M1799940 11
SIGNATURE AND NO LITIGATION CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY as follows:
1. We did heretofore cause to be officially documented the $1,000,000 Capital
Improvement Promissory Note, Series 2009 of the City of South Miami, Florida (the "City") dated
April 7, 2009, issued as one Note in the principal amount of $1,000,000 (the "Note ").
2. W. Ajibola Balogun, City Manager of the City, has executed the Note by his manual
signature, and the City Manager was on the date his signature was placed on the Note and is now the
duly appointed, qualified and acting City Manager of the City.
3. We have caused the official seal of the City to be imprinted on the Note, and Maria
M. Menendez, City Clerk of the City, caused such seal to be attested by her signature, and said Maria
M. Menendez was on the date her signature was placed on the Note and is now the duly appointed,
qualified and acting City Clerk of the City.
4. The seal which has been impressed on the Note and upon this certificate is the legally
adopted, proper and only seal of the City.
5. The City Commission, by Ordinance No. 03 -09 -1995 adopted on April 3, 2009 (the
"Ordinance "), has authorized the issuance of the Note and the execution and delivery of the Loan
Agreement, dated as of April 7, 2009 (the "Loan Agreement") between the City and SunTrust Bank,
and said Ordinance has not been modified or amended since the date of such adoption.
6. The City has complied with all of the agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to delivery of the Note and the Loan Agreement.
7. No approval, authorization, consent or other order of any public board or body which
has not heretofore been obtained is required for the issuance and delivery of the Note or the
execution and delivery of the Loan Agreement.
8. No litigation or other proceedings to which the City is a party are pending, or, to our
knowledge, threatened, in any court or other tribunal of competent jurisdiction, state or federal, in
any way (a) restraining or enjoining the issuance, sale or delivery of the Note or the execution and
delivery of the Loan Agreement, (b) questioning or affecting the validity of the Note or the Loan
Agreement or the covenant of the City to budget and appropriate from legally available Non -Ad
Valorem Revenues of the City amounts sufficient to pay the principal of and interest on the Note, as
provided under the aforesaid documents, (c) questioning or affecting the validity of any proceedings
for the authorization, sale, execution, issuance or delivery of the Note or the execution and delivery
of the Loan Agreement, (d) questioning or affecting the organization or existence of the City or the
title to office of the officers thereof, or (e) questioning or affecting the power and authority of the
City to issue the Note or to execute and deliver the Loan Agreement, nor do the undersigned have
any knowledge that there is any basis therefore.
(M1799792_2)
9. The execution, delivery, receipt and due performance of the Note and the execution
and delivery of the Loan Agreement under the circumstances contemplated thereby and compliance
with the provisions thereof do not conflict with or constitute a breach of or a default under any
existing law, court or administrative regulation, decree or order or any agreement, indenture, lease or
other instrument to which the City is subject or by which the City is or may be bound.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of
the City this 7th day of April, 2009.
(SEAL)
�SIGN�A.TTURE TITLE OF OFFICE TERM OF OFFICE EXPIRES
W` d 1 t`J0. lbC City Manager Discretion of City Commission
- City Clerk Discretion of City Commission
JM1799792 2) 2
CERTIFICATE OF PURCHASER
The undersigned, on behalf of the Purchaser, SUNTRUST BANK (the "Purchaser "), hereby
certifies and acknowledges in connection with the purchase by it of $1,000,000 City of South Miami,
Florida Capital Improvement Promissory Note, Series 2009 (the "Note ") that:
1. The Purchaser has received executed copies of Ordinance No. 03 -09 -1995 adopted by
the City Commission of the City of South Miami, Florida (the "City ") on April 3, 2009, and the Loan
Agreement, dated as of April 7, 2009 (the "Loan Agreement'), between the City and the Purchaser
and said Ordinance and Loan Agreement are in form and substance satisfactory to the Purchaser.
2. The Purchaser has conducted its own investigations, to the extent it deems satisfactory
or sufficient, into matters relating to the business, properties, management, and financial position
and results of operations of the City in connection with the issuance by the City of the Note and the
execution and delivery of the Loan Agreement; it has received such information concerning the City
as it deems to be necessary in connection with investment in the Note; and during the course of this
transaction and prior to the purchase of the Note it has been provided with the opportunity to ask
questions of and receive answers from the City concerning the terms and conditions of the offering
of the Note, and to obtain any additional information needed in order to verify the accuracy of the
information obtained.
3. The Purchaser has sufficient knowledge and experience in financial and business
matters, including purchase and ownership of municipal and other tax- exempt obligations, to be able
to evaluate the risks and merits of the investment represented by the purchase of the above - stated
principal amount of the Note.
4. The Purchaser is aware that certain economic variables could affect the security of
its investment in the Note and the Purchaser is able to bear the economic risks of such investment.
5. The Purchaser understands that no offering statement, prospectus, offering circular or
other comprehensive offering statement containing material information with respect to the City and
the Note is being issued in connection with the Note and that it has made its own inquiry and
analysis with respect to the Note and the security therefor, and other material factors affecting the
security for and payment of the Note.
6. The Purchaser acknowledges and represents that it has not sought from Bond Counsel
or received from Bond Counsel or looked or relied upon Bond Counsel for any information with
respect to the City or its financial condition, other than reliance upon the Bond Counsel opinion.
7. The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended.
{M1799792_21
8. The Purchaser hereby certifies that it is purchasing the Note for its own account for
the purpose of investment and not for resale at a profit, and it has no present intention of reselling or
otherwise redistributing the Note. The Purchaser will not sell the Note except to another institutional
or accredited investor who will execute a Certificate of Purchaser in form and substance identical to
this Certificate which certifies that it is purchasing the Note for its own account and not for resale,
and will not sell, convey, pledge or otherwise transfer the Note without prior compliance with
applicable registration and disclosure requirements of state and federal securities laws.
9. Execution of this Certificate is not a waiver of any cause of action that the Purchaser
may at any time have against the City as a result of fraud by the City in connection with the purchase
of the Note by the Purchaser
Dated this 7th day of April, 2009.
SUNTRUST BANK
By:
2
(M)799792_2)
TAX CERTIFICATE
The undersigned is the City Manager of the City of South Miami, Florida (the "City "), and
hereby certifies the following with respect to the City's $1,000,000 Capital Improvement Promissory
Note, Series 2009, being issued on the date hereof (the "Note "). The undersigned is the official
charged with others with responsibility for issuing the Note.
General
(a) The Note is being issued pursuant to Ordinance No. 03 -09 -1995 adopted by
the City Commission on April 3, 2009 (the "Ordinance") and other applicable provisions of law.
Capitalized terms used herein but not otherwise specifically defined have the same meanings as
when used in the Ordinance and the Loan Agreement, dated as of April 7, 2009 (the "Loan
Agreement "), between the City and SunTrust Bank.
(b) This certification is made, in part, under 26 CFR § 1.148- 2(b)(2) relating to
"arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as amended (the
"Code "). Terms used herein which are not capitalized or specifically defined have the same
meanings as when used in 26 CFR §§ 1.148 -1 - 1.148 -11. The undersigned has investigated the facts,
estimates, and circumstances in existence on the date hereof. Such facts estimates, and
circumstances, together with the expectations of the City as to future events, are set forth in summary
form in this certificate. On the basis of such facts, estimates, and circumstances, it is not expected
that the proceeds of the Note will be used in any manner that would cause the Note to be "arbitrage
bonds" within the meaning of the Code and regulations. To the best of my knowledge and belief,
such expectations are reasonable and there are no facts, estimates, or circumstances that would
materially change them.
(c) The Note is being issued for the purpose of providing funds to refinance a
taxable bridge loan (the `Bridge Loan"), which was used for the completion of certain road
improvements and construction of a public parking garage (the "Project ").
2. Source and Use of Proceeds
(a) The proceeds received from the sale of the Note will be $1,000,000 (the "Sale
Proceeds ") representing $1,000,000 principal amount plus accrued interest of $0.
(b) None of the Sale Proceeds will be used to pay costs of issuing the Note.
(c) All of the Sale Proceeds will be used on the date hereof to retire the Bridge
Loan. The City reasonably expects that all such amounts will be fully spent on the date hereof.
(d) The Sale Proceeds, together with all amounts derived from the investment
thereof, will not exceed by any amount the amount necessary for the governmental purposes of the
Note.
(M1799792_2)
(e) The City reasonably expects that the Proj ect will continue throughout the term
of the Note to be owned and operated by the City.
Flow of Funds
(a) The City has covenanted in the Loan Agreement to budget and appropriate
sufficient Non -Ad Valorem Revenues to pay the principal of and interest on the Note, as they
become due and payable. Such revenues are required to be deposited in the Note Fund.
(b) The Note Fund has been established to achieve a proper matching of revenues
and debt service within each Note year and will be depleted at least once each year (except for a
reasonable carryover amount that will not exceed the greater of one year's earnings on the Note Fund
and 1/12 of annual debt service on the Note). All amounts in the Note Fund will be expended to pay
debt service on the Note within 13 months of the date of receipt thereof (12 months if the amounts
are interest or income from the investment of such amounts). Amounts in the Note Fund will be
invested without yield restrictions. Interest earnings and gains resulting from investment ofthe Note
Fund will be retained in that Fund and used for payment of debt service on the Note.
(c) The Rebate Fund is not pledged to pay debt service on the Note and will not
be available if needed to pay such debt service.
4. Yield Restrictions
(a) The restrictions set forth in this Section 4 apply to taxable investments. For
this purpose, taxable investments include all investments other than obligations the interest on which
is (i) excluded from gross income for federal income tax purposes; and (ii) not an item of tax
preference for federal alternative minimum tax purposes.
(b) Sale Proceeds and interest or income derived from the investment thereof will
not be invested in taxable investments that produce a yield over the term of the Note that is
materially higher than the yield on the Note (within the meaning of 26 CFR § 1.1482(d)(2)) except as
follows:
(i) Such amounts may be invested without regard to yield until the date
that is 3 years after the date hereof,
(ii) Such amounts that represent investment earnings may be invested
without regard to yield for a 1 -year period beginning on the date of receipt thereof; and
(iii) An additional amount not in excess of $50,000 may be invested
without regard to yield.
(c) Amounts in the Note Fund that are not to be used within 13 months of the date
2
(M1799792_21
of receipt thereof (12 months if the amounts are interest or income from the investment of such
amounts) to pay debt service on the Note will not be invested in taxable investments that produce a
yield over the term of the Note that is materially higher than the yield on the Note (within the
meaning of 26 CFR § 1.148- 2(d)(2)) except to the extent that the aggregate amount so invested does
not exceed the difference between $50,000 and any amount invested pursuant to the $50,000
exception under Section 4(b)(iii) hereof.
(d) There are no funds or accounts in existence or that are expected to be
established in addition to the funds referred to herein that are reasonably expected to be used
(directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the Note.
There are not any amounts that have been reserved or otherwise set aside such that there is a
reasonable assurance that such amounts will be available to pay principal or interest on the Note. In
addition, the City has not entered into, and does not reasonably expect to enter into within the next
thirty days, a hedge contract primarily for the purpose of reducing the City's risk of interest rate
changes with respect to the Note. If any such fund or account is established after the date hereof,
amounts in the fund or account will not be invested at a yield higher than the yield on the Note to the
extent necessary to preserve the federal income tax exemption of interest on the Note.
(e) There are no amounts held under any agreement requiring the maintenance of
amounts at a particular level for the direct or indirect benefit of the owners of the Note or any
guarantor of the Note, excluding for this purpose amounts in which the City may grant rights that are
superior to the rights of the owners of the Note or any guarantor of the Note and amounts that do not
exceed reasonable needs for which they are maintained and as to which the required level is tested no
more frequently than every six (6) months and that may be spent without any substantial restriction
other than a requirement to replenish the amount by the next testing date.
(f) There are no amounts that have a sufficiently direct nexus to the Note to
conclude that the amounts would have been used for debt service on the Note if the proceeds of the
Note were not being used for those purposes.
(g) The yield on the Note for purposes of this Section is 4.23 %, computed on the
basis of a 360 day year for the actual number of days elapsed and with interest compounded
semiannually. For purposes of computing the yield, the issue price of the Note is $1,000,000 (the
principal amount plus $0 accrued interest). See Exhibit "A" attached hereto.
(h) If any taxable investments are subject to yield restriction under this Section 4,
the yield produced by the taxable investments shall be computed over the term of the Note on the
basis of a 360 day year for the actual number of days elapsed and with interest compounded
semiannually. For purposes of computing yield, the purchase price shall be determined as provided
in 26 CFR § 1.148 -5, and yield reduction payments to the Internal Revenue Service and brokerage
and selling commissions may be taken into account to extent permitted thereunder.
5. Reimbursement
3
{M 1999792_2 1
The proceeds of the Note that will be used for reimbursement of expenditures paid
by the City prior to the date of issuance of the Note will be applied only to reimburse capital
expenditures that (A) were paid no earlier than sixty (60) days before the date of the adoption by the
City of a declaration of intent to reimburse such expenditures from the proceeds of obligations, and
(B) are reimbursed no later than eighteen (18) months after the later of the date the expenditure was
paid or the date the Project is placed in service (but no later than three (3) years after the expenditure
is paid). Proceeds used for reimbursement of expenditures will be deposited in the general fund of
the City and will not be used to replace funds of the City to be used to refund debt of the City to
create a sinking or pledged fund for such debt or the Note or otherwise to create replacement
proceeds for such debt or for the Note.
6. Qualified Tax - Exempt Obligations
(a) The City reasonably expects that the aggregate face amount of all tax- exempt
obligations issued by the City during calendar year 2009 will not exceed $30 million.
For purposes of this paragraph (a):
(i) The City and all entities that issue obligations on behalf of the City are
treated as the City, and all obligations issued by any entity subordinate to another entity are treated as
issued by such other entity.
(ii) The term "obligation" includes any bond or note (whether or not
recourse), any warrant, any lease purchase agreement, and any other instrument that is treated as an
obligation for purposes of section 103 of the Code, except that such term shall not include: any
private activity bond (as defined in section 141 of the Code) or any current refunding obligation;
(iii) An obligation is "tax- exempt" if: (a) interest on the obligation is
excluded from gross income for federal income tax purposes; (b) at the time of issuance of the
obligation it was represented to the purchaser that interest on the obligation is or may be excluded
from such gross income; or (c) the proceeds of the obligation were derived (directly or indirectly)
from proceeds of a tax- exempt obligation.
(iv) An obligation that is part of an issue is a refunding obligation to the
extent that: (a) proceeds of the issue are used to pay principal or interest on an obligation that is part
of another issue; and (b) the amount of the refunding obligation does not exceed the amount of the
refunded obligation (determined at the time of issuance of the refunding obligation). For this
purpose, the amount of an obligation is the stated principal amount plus accrued unpaid interest (or,
if the original issue premium or discount exceeds 2 percent, the present value of the obligation).
(v) A refunding obligation is a current refunding obligation if no portion
of the proceeds of the issue of which the refunding obligation is a part is used (directly or indirectly)
to pay principal, interest, or call premium on any obligation that is part of another issue more than
90 days after the date of issue of the refunding obligation.
(M17997922)
(b) The Note have been designated by the City as qualified tax- exempt obligations
(as defined in section 265(b)(3)(B) of the Code) in Section 3.10 of the Loan Agreement.
7. Arbitrage Rebate.
The aggregate face amount of all tax- exempt obligations (other than private activity
bonds) issued by the City during calendar year 2009 is not expected to exceed $5,000,000.
Therefore, the City qualifies for the exception to arbitrage rebate contained in Section 148(f)(4)(D)
of the Code. In the event such exception or another exception from rebate is not available, the City
has covenanted to satisfy the arbitrage requirements of Section 148 of the Code including making the
necessary calculations and payments, if any, with respect to the rebate requirement. For purposes of
this Section 7, "proceeds" includes the amount of investment proceeds on the Note reasonably
expected by the City on the date of issuance of the Note.
8. Miscellaneous
(a) No more than 50 percent of the proceeds of the Note will be invested in
nonpurpose investments having a substantially guaranteed yield for four years or more (within the
meaning of section 149(g)(3)(A)(ii) of the Code). More than 85 percent of the spendable proceeds of
the Note (within the meaning of section 149(g)(3)(A)(ii) of the Code) will be expended for
governmental purposes within three years of the date hereof.
(b) Amounts that are subject to yield restriction under section 4 hereof
(determined without regard to the $ 50,000 exception) will not be invested (directly or indirectly) in
federally insured deposits or accounts (within the meaning of section 149(b)(4)(B) of the Code) if
such investment would exceed the limit of 5 percent of the proceeds of the Note contained in section
149(b)(2)(B) of the Code.
(c) No
portion of the
proceeds of the Note will be used as
a substitute for other
funds that were otherwise
to be used as
a source of financing for any portion
of the Project.
(d) There are no other obligations of the City: (i) that are or will be sold within 15
days of the date hereof; and (ii) that are to be paid out of substantially the same source of funds (or
that will have substantially the same claim to be paid out of substantially the same source of funds)
as will be used to pay the Note.
(e) The City has covenanted that the City will not make any investment or use of
the proceeds of the Note that would cause the Note to be "arbitrage bonds" within the meaning of
section 148 of the Code. No portion of the proceeds of the Note will be intentionally used in the
manner described in section 148(a)(1) or (a)(2) of the Code.
(f) The City has covenanted to comply with the arbitrage rebate requirements
{M 1799792_2 )
under section 148(f) of the Code to the extent they apply to the Note. See Section 3.10 of the Loan
Agreement.
(g) All investments of amounts deposited in any fund or account created by or
pursuant to the Loan Agreement, or otherwise containing gross proceeds of the Note, within the
meaning of section 148 of the Code shall be acquired, disposed of and valued (as of the date that
valuation is required by the Loan Agreement or the Code) at Fair Market Value. For this purpose,
Fair Market Value means the price at which a willing buyer would purchase the investment from a
willing seller in a bona fide arm's length transaction (determined as of the date the contract to
purchase or sell the investment becomes binding) if the investment is traded on an established
securities market (within the meaning of section 1273 of the Code) and, otherwise the term Fair
Market Value means the acquisition price in a bona fide arm's length transaction (as referenced
above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable
regulations under the Code, (ii) the investment is an agreement with specifically negotiated
withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a
guaranteed investment contract, a forward supply contract or other investment agreement) that is
acquired in accordance with applicable regulations under the Code, (iii) the investment is a United
States Treasury Security -State and Local Government Series that is acquired in accordance with
applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled
investment fund in which the City and related parties do not own more than a ten percent (10 %)
beneficial interest therein the return paid by the fund is without regard to the source of investment.
(h) The City will use a consistently applied accounting method to account for
investments and expenditures of proceeds of the Note. Allocations of Note proceeds to expenditures
will be made only with respect to a current outlay of cash of the expenditures. The City will not
invest proceeds of the Note in a commingled fund in which the City owns more than 10 percent of
the beneficial interest thereof. The City will maintain books and records until six years after the date
of retirement or redemption of the Note sufficient to (i) establish the accounting method used, (ii)
account for all investment of proceeds of the Note, and (iii) substantiate the allocation ofproceeds of
the Note to expenditures. In the event such allocations of Note proceeds to expenditures are not made
within 60 days after the date of five years after the date hereof, the City will use a specific tracing
accounting method to account for investment and expenditures of proceeds of the Note.
[Remainder of this page intentionally left blank]
6
{M1799792_2}
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7th day ofApril,
2009.
CITY OF SOUTH MIAMI, FLORIDA
-
By; of �' —
W. Ajibola B ogun
City Manager
7
{M1799792_2}
EXHIBIT °A"
ISSUE PRICE CERTIFICATE
This certificate is delivered in connection with the issuance of $1,000,000 City of South
Miami, Florida, Capital Improvement Promissory Note, Series 2009, being issued on the date hereof
(the "Note ").
SunTrust Bank (the "Bank ") does hereby certify as follows:
The Bank is purchasing the Note for its own account and without any intent
to reoffer the Note to the public.
2. The total amount paid as the purchase price of the Note is $1,000,000,
representing $1,000,000 principal amount and $0 accrued interest.
IN WITNESS WHEREOF, the Bank has caused this certificate to be executed in its name
on this 7th day of April, 2009 by one of its officers duly authorized as of such date.
SUNTRUST BANK
By:
{M179979221
A -1
CERTIFICATE OF CITY AS TO COMPUTATION
OF INTEREST RATE IN COMPLIANCE WITH
SECTION 215.84(3) FLORIDA STATUTES
The undersigned, City Manager of the City of South Miami, Florida hereby certifies that (i)
the City's Capital Improvement Promissory Note, Series 2009 (the "Note') is being issued and sold
as a single registered Note maturing on April 7, 2019 in the aggregate principal amount of
$1,000,000 on this date, (ii) such single Note bears interest at the rate of 4.23% per annum, (iii) as
evidenced by the attached copy of a page of The Bond Bu ver published on March 31, 2009, the
average net interest cost rate, computed in accordance with Section 215.84(3), Florida Statutes, by
adding 300 basis points to 5.00% ( "The Bond Buyer 20 Bond Index" published immediately
preceding the first day ofthe calendar month in which the Note is sold) is 8.00 %, and (iv) the interest
rate on the Note does not exceed the average net interest cost rate.
Dated as of the 7th day of April, 2009.
CNI11wo Was a 8 GuiI:ii51Na1oil] 7I \
By: V'5--
W. Ajibola Balogun
City Manager
{M1799792_2)
"
Current Previous 2009 2009
N/BeWy. -• 326/093t19Y09 Nigh Date Low Date
BoOdBuyerRevenue ,Bondlndex..;.,,,:... 5.78% 5.81% 5.90% (1/6). 5.67% (2112)
Bond Buyer208ond.lndez >. S.CO °/, 498% 5.18% (1/29) 4.80% (1115)
Bo d Buyer 11 Bond hldeY ............. .. 4.75 °k 4.750% 4.94% (10) .4.59%
00ndBuyer
Ane _Yeer[4otelndex, .... .:.. 0.79% 0673% 1.09% (118) 0673% (115)
. _ .. ..._ kI wk°f�Nag Wk°I3�N4B,: Mcfau"
aEwSm iiEYIEEe
NnWasue6aks(Smnln) ..
Long4 ertnBoInd s ::......r ..:............. $4,589.4 $120046.4 $9,827.5 $10,863.6
Negolated8opds 3,759.0 11,235.7. 8,295.4 9,376.6
CompeGliveBond� .;....... 830.3 610:71
$ hurt• TorRNotes ....................:.... 346t 322.3 2756 392.6
unaTm,swasdm ... nm=M Thn3rM Thmam rnm.srw�oa
MonBlto. Dal) .............: ....:.:....... $40,751.6, $36,618.8 $24,52.4_ $41,386.6.
Year to Date .......:.........:..r..:....., 67,223.0 83,090.2 71,0436 82,961.0,
Thlsweal2swdana•4icludessales ezpectadto.dose cn, r.K NeAweeKs estimated volume exdudes bond offerings on atey to
dWstha&le. ..
ADORNO & YOSS
A LIMITED LIABILITY PARTNERSHIP
2525 PONCE DE LEON BOULEVARD, SUITE 400
MIAMI, FLORIDA 33 1 34 -60 1 2
PHONE: (305) 460-1000, FAX: (305) 460 -1422
W .ADORNO.COM
JEFFREY D. DECARLO
April 8, 2009
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service Center
Ogden, UT 84201
Re: $1,000,000 City of South Miami, Florida Capital
Improvement Promissory Note, Series 2009
Gentlemen:
DIREci LINE: (305)460-1276
EMAIL: JOCQAOORNO,COM
Enclosed herewith please find Form 8038 -G, Information Return for Tax - Exempt
Governmental Obligations, for the above - referenced bond issue. Please stamp this letter
"received" and return same in the enclosed self - addressed, stamped envelope.
Thank you in advance for your consideration.
Very truly yours,
A O O & YOSS, LLP
14� Jeffrey D. DeCarlo
JDC /gr
Enclosure
(M1411008_1)
in *N::1UWkJ
6002 � � ddd
ATLANTA BOCA RATON DELRAY BEACH FORT LAUDERDALE WEST PALM BEACH
Form 8038 -G Information Return for Tax - Exempt Governmental
(Rev. November 2000) ► Under Internal Revenue Code section 149(x)
► See separate Instructions.
Obligations
OMB No. 1645 -0720
Dernal Retalheervics Caut ion: If the issuepnce is under $100,000, use Form 8038 -GC,
Departl Revenue Senors
rfl Reporting Authority If Amended Return, check here► ❑
1 Issuer's name
2 Issuer's employer identification number
City of South Miami Florida
59- 6000431
3 Number and street (or P.O. box if mail is not delivered to street address)
6130 Sunset Drive
Room /suite
4 Report number
3 2009 -1
5 City, town, or post office, state, and ZIP code
South Miami FL 33143
6 Date of issue
04/07/2009
7 Name of issue
Capital Im rovement Promissory Note Series 2009
37a 0
8 CUSIP number
N.A.
9 Name and title of officer or legal representative whom the IRS may call for more Information
W. Ajibola Balo n Ci Manager
(?artslh Type of Issue (check applicable box(es) and enter the issue price)
10 Telephone number of officer or legal representative
305- 663 -6338
See instructions and attach schedule
11
12
13
14
15
16
17
18
19
20
❑ Education ................................... ...............................
❑ Health and hospital ............................ ...............................
® Transportation ............................... ...............................
❑ Public safety ................................. ...............................
❑ Environment (including sewage bonds) ............. ...............................
❑ Housing .................................... ...............................
❑ Utilities ..................................... ...............................
❑ Other. Describe 111
If obligations are TANS or RANs, check box► [:]If obligations are BANS, check box ......
if obligations are in the form of a lease or installment sale, check box .................
► ❑
► ❑
11
38 I
12
check box ............ ►
13
1,000,000
14
0,11
15
16
17
18
rrN
n. ` k
Partjjj_j Description of Obligations. (Complete for the entire issue for which this form is being filed.)
(a) Final maturity date (b) Issue price (c) stated redemption
price at maturity I
(tl) Weighted (e) Yield
average maturity
21
04/07/2019
1 $ u00.000 000
$ 1 000 000
1
7.25 years
4.23%
R-WW':._: ', Uses of Proceeds of Bond issue (including underwriters' discount)
22 Proceeds used for accrued interest ................... ...............................
23 Issue price of entire issue (enter amount from line 21, column (b)) ..........................
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement ........................... 26
26 Proceeds allocated to reasonably required reserve or replacement fund .. 26
22
0
23
1,000,000.00
27 Proceeds used to currently refund prior issues ..................... 27 0
28 Proceeds used to advance refund prior issues ..................... 28 0
29 Total (add lines 24 through 28) ...................... ...............................
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) ........
29
0.00
30
1 000 000.00
Party;
Description of Refunded Bonds
(Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently retundeo ........... ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ........... ► years
33 Enter the last date on which the refunded bonds will be called ............................ ►
34 Enter the date(s) the refunded bonds were issued ► _
35 E
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ......... _
_3' 0
0
36a E
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) .
.... 36a 0
0
b E
Enter the final maturity date of the guaranteed investment contract ►
37 P
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units ........... 3
37a 0
0
b I
If this issue Is a loan made from the proceeds of another tax- exempt issue, check box ► ❑ and e
enter the name of the
issuer ► and the date of the issue ►
38 I
If the issuer has designated the issue under section 265(b)(3)(B)(()(iil) (small issuer exception), c
check box ............ ►
►
39 I
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ... ............................... 0
0,11
Sign they are true, correct, and c mplate'.
Here .. fChL 6 rK 04/07/2
Signature of Issuers isluthsadzelil representative Date
For Paperwork Reduction Act Notice, see page 2 of the Instructions. SA
STF FED6403F
W. Ajibola Balogun
City Manager
Tviee or orint name and title
Form 8038 -G (Rev. 11.2000)
RECEIPT FOR NOTE
SUNTRUST BANK hereby acknowledges receipt of $1,000,000 aggregate principal amount
of City of South Miami, Florida Capital Improvement Promissory Note, Series 2009.
IN WITNESS WHEREOF, I hereunto set my hand this 7th day of April, 2009,
SUNTRUST BANK
By: f - �La , JL
Delle Josef, First Vice President
IM1799792_2)
April T, 2009
$1,000,000
CITY OF SOUTH MIAMI, FLORIDA
CAPITAL IMPROVEMENT PROMISSORY NOTE, SERIES 2009
KNOW ALL MEN BY THESE PRESENTS that the City of South Mi Florida (the
"City"), a municipal corporation created and existing pursuant to the Constiu, ' and the laws
of the State of Florida, for value received, promises to pay from the sources herein r provided,
to the order of SunTrust Bank, or registered assigns (hereinafter, the "31 . " r the older"),
the principal sum of $1,000,000; together with interest on the principal t the
rate of 4.23% per annum (subject to adjustment as hereinafter pded), b d upon a year of
360 days for the actual number of days elapsed.
Principal of and interest on this Note are payable ' aw
'yo m United States of
America at such place as the Bank may designate to the
For purposes of this Note, the following definitions ly:
(1) "Code" means the Intern Co e of 6, as amended;
(2) "Cost of Funds" 100 tiplie `y a fraction, the numerator of
which is equal to the total J se o anTrust Bank for its immediately
preceding tax year and th enator hich equal to the average total assets of
SunTrust Bank for such tyear, but not to the cost of Fed Funds.
(3) "Ful T e Equivalent" means the rate of interest on the Note
multiplied by 1. 6, expr as a n her and not as a percentage.
(4) i o . orate Tax Rate" means the maximum Federal income tax
rate appll ' e to rationsresently 35 %.
r Owe cductiou Rate" means the percentage reduction to be applied
aliowabl a deducti on under Chapter I of the Code with respect to any
tion preference item (as such term is defined in Section 291(e) of the
0 %. If this Note is not or ceases to be a "qualified tax. exempt
ed in Section 265(b) of the Code, the Preference Reduction Rate shall
increase from twenty percent (20 %) to one hundred percent (100 %).
"TEFRA Adjustment" means an adjustment equal to the product of the
Cost o Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by
the applicable Preference Reduction Rate.
If for any reason the interest on this Note becomes includable in the gross income of the
holder of this Note for Federal income tax purposes (an "Event of Taxability"), this Note shall
bear interest from the earliest effective date of such Event of Taxability at a rate per amwm equal
to the interest rate otherwise borne by this Note multiplied by 1.5036. In addition to the
(M1800010_1)
foregoing, the City shall pay any additions to tax, penalties and interest, and any arrears in
interest imposed upon the holder of this Note on account of an Event of Taxability. All such
additional interest, additions to tax and penalties shall be paid on the next succeeding Payment
Date following the date the holder was advised of such Event of Taxability.
No Event of Taxability shall be deemed to occur unless the City has been given timely
written notice of such occurrence by the Holder of this Note and, to the extent permitted by law,
an opportunity to participate in and seek, at the City's own expense, a final administrative
determination by the Internal Revenue Service or determination by a court of competent
jurisdiction (from which no further right of appeal exists) as to the occurrence of such Event of
Taxability; provided that the City, at its own expense, delivers to the holder of this Note an
opinion of bond counsel acceptable to such holder to the effect that such appeal or action for
judicial or administrative review is not without merit and there is a reasonable possibility that the
judgment, order, ruling or decision from which such appeal or action for judicial or
administrative review is taken will be reversed, vacated or otherwise set aside.
The interest rate home by this Note shall also be adjusted automatically as of the
effective date of any change in the Maximum Corporate Tax Rate or in the Preference
Reduction Rate, to the product obtained by multiplying the rate of interest on the Note by a
fraction, the numerator of which is equal to the sum of (i) the product of the Fully Taxable
Equivalent times 1 minus the Maximum Corporate Tax Rate in effect as of the date of
adjustment, plus (ii) the TEFRA Adjustment in effect as of the date of adjustment, and the
denominator of which is equal to the sum of (i) the product of the Fully Taxable Equivalent
times 0.65, plus (ii) the TEFRA Adjustment in effect on the date of closing of the Note.
A certificate of the Folder as to any such additional amount or amounts, in the absence of
manifest error, shall be final and conclusive. In determining such amount, the Holder may use
any reasonable averaging and attribution methods.
The principal on this Note shall be due and payable on February I, May I. August I and
November 1 of each year (each, a "Note Payment Date'), beginning August 1, 2009, through and
including April 7, 2019 (the "Maturity Date ") (except that the last payment will be made on the
Maturity Date), in the amounts set forth on the payment schedule attached hereto.
Interest on this Note shall be due and payable on each Note Payment Date beginning on
August-1, 2009 until the Maturity Date (except that the last payment will be made on the
Maturity Date). The entire unpaid principal balance, together with all accrued and unpaid interest
hereon, shall be due and payable in full on the Maturity Date. All payments by the City pursuant
to this Note shall apply first to accrued interest, then to other charges due the Bank and the
balance thereof shall apply to the principal sum due.
The principal of and interest on this Note may be prepaid at the option of the City in
whole or in part at anytime at a price of par plus accrued interest to the date of prepayment,
upon written notice to the Bank given by the City at least five (5) days prior to the date fixed for
prepayment.
(Mr8000(0_1)
Partial prepayments shall be applied to Note Payment Dates in the inverse order of their
maturity and shall not lower the amounts, or postpone the due dates, of any installments of
principal and interest due hereunder.
Interest at the lesser of 12% per annum or the maximum lawful rate per annum shall be
payable on the entire principal balance owing hereunder from and after the occurrence of and
during the continuation of an Event of Default under the Loan Agreement, irrespective of a
declaration of maturity.
The City to the extent permitted by law hereby waives presentment„ demand, protest and
notice of dishonor.
This Note is issued pursuant to an Ordinance duly adopted by the City on April 3, 2009,
as from time to time amended and supplemented (herein referred to as the "Ordinance'), and a
Loan Agreement, dated of even date herewith, between the City and the Bank (the "Loan
Agreement ") and is subject to all the terms and conditions of the Loan Agreement. All terms,
conditions and provisions of the Loan Agreement are by this reference thereto incorporated
herein as a part of this Note. Terms used herein in capitalized form and not otherwise defined
herein shall have the meanings ascribed thereto in the Loan Agreement.
The City has covenanted and agreed in the Loan Agreement to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each
Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance
with its terms during such Fiscal Year. "Non -Ad Valorem Revenues" means all revenues of the
City derived from any source other than ad valorem taxation on real or personal property which
the City derived from any source other than ad valorem taxation on real or personal property
which are legally available to make the payments required under the Loan Agreement; but only
after provision has been made by the City for the payment of all essential or legally mandated
services. Such covenant and agreement on the part of the City to budget and appropriate such
amounts of Non -Ad Valorem Revenues shall be cumulative to the oxtent not paid, and shall
continue until such Non-Ad Valorem Revenues or other legally available funds in amounts
sufficient to make all such required payments shall have been budgeted, appropriated and
actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to
maintain any services or programs, now provided or maintained by the City, which generate
Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad
Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the City. Such covenant to appropriate
Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a
pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the
payment of debt service on bonds and other debt instruments). However, the covenant to budget
and appropriate in its general annual budget for the purposes and in the manner stated in the
Loan Agreement shall have the effect of making available in the manner described herein Non -
Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by
amendment, if necessary, amounts sufficient to meet its obligations under the Loan Agreement,
(n1800010 _1)
subject, however, in all respects to the terms of the Loan Agreement and the restrictions of
Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each
municipality make appropriations for each Fiscal Year which, in anyone year, shall not exceed
the amount to be received from taxation or other revenue sources; and subject, further, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the City or which are legally mandated by applicable law.
Reference is hereby made to the Loan Agreement for the provisions; among others,
relating to the terms, lien and security of the Note, the custody and application of the proceeds of
the Note, the rights and remedies of the Holder of the Note, and the extent of and limitations on
the City's rights, duties and obligations, to all of which provisions the Holder hereof for himself
and his successors in interest assents by acceptance of this Note.
THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR
A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF
THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL
SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL,
LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY
AGREED BY THE HOLDER OF THIS NOTE THAT SUCH HOLDER SHALL, NEVER
HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE
EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY 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, PREMI K IF ANY, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF
ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT.
It is further agreed between the. City and the Holder of this Note that neither the members
of the Governing Body of the City nor any person executing the Note shall be liable personally
on the Note by reason of its issuance.
This Note may be exchanged or transferred by the Bank hereof but only upon the
registration books maintained by the City and in the manner provided in the Loan Agreement,
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and he performed precedent to and in the execution, delivery and the
issuance of this Note do exist, have happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Note is in full compliance with and does
not exceed or violate any constitutional or statutory limitation.
4
{M1800010_1}
IN WITNESS WHEREOF, the City of South Miami, Florida has caused this Nate to be
executed in its name by the manual signature of its City Manager, and attested by the manual
signature of its Clerk and its corporate seal or a facsimile thereof affixed hereto, all as of this 7th
day of April, 2009.
CITY OF SOUTH MIAMI, FLORIDA
(SEAL)
;
5
(M1800010_1
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Note and all rights
thereunder, an d hereby irrevocably constitutes and appoints
attorney to transfer the within Note in the
books kept by the City for the registration thereof, with full power of substitution in the
premises.
Date:
SOCIAL SECURITY NUMBER OR
FEDERAL IDENTIFICATION
NUMBER OF ASSIGNEE
NOTICE: The signature of this
assignment must correspond with the
name as it appears upon the within Note
in every particulate, or any change
whatever.
[Form of Abbreviations)
The following abbreviations, when used in the inscription on the face of the within Note,
shall be construed as though they were written out in full according to the applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANS MIN ACT - Custodian for (Cust.) (Minor) under
Uniform Transfers to Minors Act of (State).
Additional abbreviations may also be used
though not in the above list.
Name and address of assignee for payment and notice purposes
Notice: Payment:
Date:
Assignee:
By:
Title:
6
(MI800010_I)
Loan
2009 Totals
2010 Totals
2011 Totals
PRINCIPAL PAYMENT SCHEDULE
Date Payment Interest
04/07/2009
1 08/0112009
2 11/01/2009
3
02/01/2010
4
05/01/2010
5
08101/2010
6
11/01/2010
7
02/01/2011
8
05/0112011
9
08/01/2011
10
11/01/2011
11
02/01/2012
12
05/01/2012
13
08/01/2012
14
11/01/2012
2012 Totals
15
02/01/2013
16
05/01/2013
17
08/01/2013
18
11/01/2013
2013 Totals
19 02/01/2014
20 05/01/2014
(M1800010_1 )
30,966.63
30,966.63
61,933.26
30,966.63
$0,966.63
30,966.63
30,966.63
123,866.52
30,966.63
30,966.63
30,966.63
30,966.63
123,866.52
30,966.63
30,966.63
30,966.63
30,966.63
123,866.52
30,966.63
30,966.63
30,966.63
30,966.63
123,866.52
30,966.63
30,966.63
13,630.00
10,622.59
24,252.59
10,402.67
9,848.41
9,952.09
9,724.92
39,928.09
9,495.30
8,961.13
9,025.31
8,788.13
36,269.87
8,548.38
8,125.47
8,059.12
7,811.49
32,544.46
7,561.19
7,069.86
7,049.85
6,791.31
28,472.21
6,529.97
6,061.49
7
Principal
17,336.63
20,344.04
37,680.67
20,563.96
21,118.22
21,014.54
21,241.71
83,938.43
21,471.33
22,005.50
21,941.32
22,178.50
87,596.65
22,418.25
22,841.16
22,907.51
23,155.14
91,322.06
23,405.44
23,896.77
23,916.78
24,175.32
95,394.31
24,436.66
24,905.14
Balance
1,000,000.00
982,663.37
962,319.33
941,755.37
920,637.15
899,622.61
878,380.90
856,909.57
834,904.07
812,962.75
790,784.25
768,366.00
745,524.84
722,617.33
699,462.19
676,056.75
652,159.98
628,243.20
604,067.88
579,631.22
554,726.08
A
tM1800010_1 }
21
08/01/2014
30,966.63
5,996.59
24,970.04
529,756.04
22
11/01/2014
30,966.63
5,726.66
25,239.97
504,516.07
2014 Totals
123,866.52
24,314.71
99,551.81
23
02/01/2015
30,966.63
51453.82
25,512.81
479,003.26
24
05/01/2015
30,966.63
5,009.18
257957.45
453,045.81
25
08101/2015
30,966.63
4,897.43
26,069.20
426,976.61
26
11/01/2015
30,966.63
4,615.62
269351.01
400,625.60
2015 Totals
123,866.52
19,976.05
103,890.47
27
02/01/2016
30,966.63
4,330.76
26,635.87
373,989.73
28
05/01/2016
30,986.83
3,954.94
27,011.69
346,978.04
29
08/01/2016
30,966.63
31750.83
27,215.80
319,762.24
30
11/01/2016
X966.63
3,456.63
27,510.00
292,252.24
2016 Totals
123,866.52
15,493.16
108737336
31
02/01/2017
30,966.63
3,159.25
27,807.38
264,444.86
32
05/01/2017
30,966.63
2,765.43
28,201.20
236,243.66
33
08/01/2017
309966.63
29553.79
281412.84
207,830.82
34
11/01/2017
307966.63
27246.65
28,719.98
179,110.84
2017 Totals
123,868.52
10,725.12
113,141.40
35
02/01/2018
30,968.63
1,936.19
29,030.44
150;080.40
36
05/01/2018
30,966.63
1,569.47
29,397.16
120,683.24
37
08/01/2018
30,966.63
1,304.59
291662.04
91,021.20
38
11/01/2018
30,966.63
983.94
29,982.69
61,038.51
2018 Totals
123,866.52
53794.19
118,072.33
39
02/01/2019
30,966.63
659.83
30,306.80
309731.71
40
04/07/2019
30,966.63
234.92
30,731.71
2019 Totals
61,933.26
894.75
61,038.51
Grand Totals
1,238,865.20
238,665.20
110009000.00
A
tM1800010_1 }
ADORNO & YOSS
A LIMITED LIABILITY PARTNERSHIP
2525 PONCE DE LEON BOUt-EVARD, SUITE 400
MIAMI, FLORIDA 33 1 34 -601 2
PHONE: (305) 460 -1000, FAX: (305) 460-1422
K .ADORNO.COM
April 7, 2009
The City Commission of the
City of South Miami, Florida
SunTrust Bank
Miami, Florida
Re: $1,000,000 City of South Miami, Florida
Capital Improvement Promissory Note Series 2009
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance by the City of South
Miami, Florida (the "City ") of its $1,000,000 Capital Improvement Promissory Note, Series
2009, initially issued and delivered on this date (the "Note ") pursuant to the Constitution and
laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as
amended, the Charter of the City and other applicable provisions of law (collectively, the "Act")
and Ordinance No. 03 -09 -1995 adopted on April 3, 2009 (the "Ordinance ").
We have examined the Act, the Ordinance, and such certified copies of the proceedings
of the City and of such other documents as we have deemed necessary to render this opinion. As
to the questions of fact material to our opinion, we have relied upon representations of the City
contained in the Ordinance and in the Loan Agreement, dated as of April 7, 2009 (the "Loan
Agreement "), between the City and SunTrust Bank, and in the certified proceedings and other
certifications of public officials furnished to us without undertaking to verify such
representations by independent investigation.
Based on the foregoing, we are of the opinion that, under existing law:
1. The City is duly created and validly existing as a municipality under the
Constitution and laws of the State of Florida, with the power to adopt the Ordinance, to perform
its obligations thereunder and to issue the Note.
2. The Ordinance has been duly adopted by the City and constitutes a valid
and binding obligation of the City, enforceable in accordance with its terms.
3. The issuance and sale of the Note has been duly authorized by the City.
The Note constitutes a valid and binding limited obligation of the City, payable in accordance
with, and as limited by, the terms of the Ordinance and the Loan Agreement, solely from
legally available Non -Ad Valorem Revenues (as defined in the Loan Agreement and the Note) of
(M 1800436_1 )
The City Commission of the City of South Miami, Florida
SunTrust Bank
April 7, 2009
Page 2
the City budgeted and appropriated annually by the City for such purpose. The Note does not
constitute a debt of the City within the meaning of any constitutional or statutory provision, or a
pledge of the faith and credit of the City. The issuance of the Note shall not directly or indirectly
or contingently obligate the City to levy or to pledge any form of taxation whatsoever therefor
nor shall the Note constitute a charge, lien or encumbrance, legal or equitable, upon the property
of the City, and the owner of the Note shall have no recourse to the taxing power of the City.
4. Under existing statutes, regulations, rulings and judicial decisions, interest
on the Note is excluded from gross income for federal income tax purposes. Interest on the Note
is not an item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations; however, such interest is taken into account in determining
adjusted current earnings for purposes of computing the alternative minimum tax imposed on
corporations under the Internal Revenue Code of 1986, as amended (the "Code "). Ownership of
the Note may result in collateral federal tax consequences to certain taxpayers. We express no
opinion regarding other federal tax consequences resulting from the ownership, receipt or accrual
of interest on, or disposition of, the Note.
The opinion set forth in the preceding paragraph assumes continuing compliance by the
City with certain requirements of the Code that must be met after the date of the issuance of the
Note in order for interest on the Note to be excluded from gross income for federal income tax
purposes. The failure to meet these requirements may cause interest on the Note to be included in
gross income for federal income tax purposes retroactively to the date of issuance of the Note.
The City has covenanted in the Loan Agreement to take the actions necessary to comply with
such requirements.
We are further of the opinion that the Note is a "qualified tax exempt obligation" within
the meaning of Section 265(b)(3) of the Code. Accordingly, a financial institution's interest
expense allocable to interest on the Note will be reduced by 20% under Section 291(a)(3) of the
Code (rather than disallowed under Section 265(b) of the Code).
5. The Note is exempt from the excise tax on documents imposed pursuant to
Chapter 201, Florida Statutes.
This opinion is qualified to the extent that the rights of the holders of the Note and the
enforceability of the Note and the Ordinance may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally, now or
hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance
with equitable principles.
Respectfully submitted,
ADORNO & YOSS LLP
L
(M18004361) 2
FIGUEREDO BOUTSIS & MONTALVO, P.A.
Attorneys eh'Counsefors
18001 Old Cutler Road -Suite # 556, Miami, Fl 33157
Telephone -(305) 854 -5353 Facsimile -(305) 854 -5351
April 7, 2009
The City Commission of the
City of South Miami, Florida
South Miami, Florida
SunTrust Bank
Miami, Florida
Adorno & Yoss LLP
Miami, Florida
Re: $1,000,000 City of South Miami, Florida
Capital Improvement Promissory Note Series 2009
Ladies and Gentlemen:
We have acted as City Attorney for the City of South Miami, Florida (the "City") in
connection with the issuance of the City's $1,000,000 Capital Improvement Promissory Note,
Series 2009 (the "Note "). In such capacity, we have examined the following:
a. Ordinance No. 03 -09 -1995 adopted by the City Commission on April 3,
2009, authorizing the issuance of the Note (the "Ordinance ");
b. The City Charter, as amended (the "Charter "), and Chapter 166, Florida
Statutes, as amended;
C. The Loan Agreement, dated as of April 7, 2009 (the "Loan Agreement"),
between the City and SunTrust Bank; and
d. Such other documents, certificates, records and proceedings as we have
considered necessary to enable us to render this opinion.
Based on such examinations, we are of the opinion that:
1. The Ordinance has been duly adopted and no further action of the City is required
to authorize the issuance, sale and delivery of the Note or the execution and delivery of the Loan
Agreement. The Ordinance and the Loan Agreement constitute the legal, valid and binding
{M1801001_1 }
obligations of the City, enforceable in accordance with their terms, except as enforcement may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting creditor's rights generally or by general principles of equity.
2. The issuance, sale and delivery of the Note, the execution and delivery of the
Loan Agreement and the adoption of the Ordinance, and compliance with the provisions thereof,
under the circumstances contemplated thereby, are permitted under the provisions of the Charter
and, to the best of our knowledge without undertaking any independent research, do not and will
not in any way constitute a breach or default under any agreement or other instrument to which
the City is a party or any existing law, regulation, court order or consent decree to which the City
is subject.
3. The City is lawfully empowered to covenant and has covenanted in the Loan
Agreement to annually budget and appropriate legally available Non -Ad Valorem Revenues of
the City to pay the principal of and interest on the Note, as described in the Loan Agreement.
4. To the best of our knowledge, there is no action, suit, proceeding or investigation
at law or in equity before or by any court, public board or body, pending or threatened against or
affecting the City, wherein an unfavorable decision, ruling or finding would materially adversely
affect the City's obligations under the Ordinance, the Note or the Loan Agreement, or adversely
affect the validity of the Note or the Loan Agreement or the security there for.
ery truly yours,
FIGU O BOUTSIS ONTALVO, P.A.
{MI801001 11
Bond Finance - Local Bond Monitoring: Submission Complete
Page 1 of 1
777777
77
Form submitted successfully. To print the entire form, please click the 'Print' link
below.
Print
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bona l finance - Local .bona Nlonitonng: runt Porn
IN AME OF GOVERNMENTAL UNIT
City of South Miami, Florida
MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER
Address(') 6130 Sunset Drive
Address(2)
city South Miami
State FL
zip 33143
COUNTIES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION
Miami -Dade
TYPE OF ISSUER
City FF—�
IS THE ISSUER A COMMUNITY DEVELOPMENT DISTRICT?
rage I ox
ISSUE NAME
AMOUNT
INTEREST
CALCULATION
YIELD
$1,000,000 City of South
Miami, Florida Capital
$1,000,000.00
Net Interest
4.23%
Improvement Promissory Note,
Cost Rate
Series 2009
AMOUNT AUTHORIZED
$1,000,000.00
DATED DATE (MM /DD /YYYY)
4/7/2009
SALE DATE (MM /DD /YYYY)
4/7/2009
DELIVERY DATE (MM/DD /YYYY)
4/7/2009
LEGAL AUTHORITY FOR ISSUANCE
Ch. 166, F.S.
TYPE OF ISSUE
Bank Loan /Line of Credit
Is THIS A PRIVATE ACTIVITY BOND (PAB)?
Did This Issue Receive a PAB Allocation?
Amount of Allocation
$0.00
SPECIFIC REVENUES(S) PLEDGED
Primary
Other
Secondary
Other
Non -Ad Valorem Revenue
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Bond Finance - Local Bond Monitoring: Fnnt corm
?URPOSE(S) OF THE ISSUE
Primary
Other
Secondary
Other
Road Improvements and Public Parking
[S THIS A REFUNDING ISSUE?
REFUNDED DEBT HAS BEEN
DID THE REFUNDING ISSUE CONTAIN NEW MONEY?
APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
TYPE OF SALE
Negotiated
No Credit Enhancement
Moody's
NR
S &P
NR
Fitch
NR
Other
DEBT SERVICE SCHEDULE PROVIDED BY
E -mail
OPTIONAL REDEMPTION PROVISIONS PROVIDED BY
E -mail
PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER
Underwriter
Sun Trust Bank
Address(1)
777 Brickell Avenue
Address(2)
4th Floor
City
Miami
State
FL
zip
33131
CO- Underwriter
None
Address(l)
Address(2)
City
State
-
zip
PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED
rage z of �
https:/ /bondissue.sbafla.com/print.aspx 5/21/2009
Bond Finance - Local Bond Monitonng: Pnnt Form
THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
Bond Counsel Adorno & Zeder /Adorno & Yoss
Address(1) 2525 Ponce de Leon Blvd.
Address(2) Suite 400
City Miami
State FL
Zip 33134
CO -Bond Counsel None
Address(1)
Address(2)
City.
State -
Zip
Financial Advisor /Consultant None
Address(1)
Address(2)
City
State -
Zip
CO- Financial Advisor /Consultant
Address(1)
Address(2)
City
State
Zip
Other Professionals
Address(1)
Address(2)
City
State -
Zip
PAYING AGENT
City of South Miami
REGISTRAR
City of South Miami
BF2004 -A AND BF2004 -B
None
Page S of S
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant
to Section 154 Part III, Sections 159 Parts H, III, or V; or Section 243 Part I, Florida Statutes.
HAS ANY FEE, BONUS, OR GRATUITY BEEN PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE. TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH
UNDERWRITER OR CONSULTANT? IF YES, PLEASE PROVIDE THE FOLLOWING INFORMATION WITH RESPECT
'TO EACH SUCH UNDERWRITER OR CONSULTANT.
HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE
THE TOTAL FEES PAID TO APPLICABLE PARTICIPANTS.
Total Bond Counsel Fees Paid
$4,900.00
Total Financial Advisor Fees Paid
$0.00
Other Fees Paid
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Bond Finance - Local Bond Monitoring: Print Form
FILING OF THIS FORM HAS BEEN AUTHORIZED BY THE OFFICIAL OF THE ISSUER IDENTIFIED BELOW
Name
W. Ajibola Balogun
Title
Governmental Officer primarily responsible for coordinating
issuance of the bonds
FEES CHARGED BY UNDERWRITER
Management Fee (Per Thousand Par Value)
0
Private Placement Fee
0
EXPECTED GROSS SPREAD (PER THOUSAND PAR VALUE)
Page 4 of 5
0
FOR ADDITIONAL INFORMATIONS THE DIVISION OF BOND FINANCE SHOULD CONTACT:
Name
.Jeffrey D. DeCarlo
Title
Esq.
Phone
305 - 460 -1276
Company
Adorno & Yoss LLP
Address(I)
2525 Ponce de Leon Blvd.
Address(2)
Suite 400
City
Miami
State
FL
Zip
33134
INFORMATION
RELATING TO PARTY COMPLETING THIS FORM (IF DIFFERENT FROM ABOVE)
Name
Title
Phone
- -
Company
Address(1)
Address(2)
City
State
-
Zip
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for filing continuing disclosure information required by SEC Rule 15c2 -12, based on the following
information:
IF THE ISSUER IS REQUIRED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC
RULE 150-12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR FILING
DEADLINE?
ON WHAT DATE IS THE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED? (MM /DD)
THE FOLLOWING INFORMATION REGARDING THE PERSONS) RESPONSIBLE FOR FILING CONTINUING
IRE INFORMATION REQUIREDBY SEC RULE 15G2 -12 AND THE CONTINUING DISCLOSURE
FNT (INCLUDING OTHER OBLIGATED PARTIES, IF APPROPRIATE).
Name
Title
Phone - -
Company
https: //bondissue.sbafla.com/print.aspx 5/21/2009
Bond Finance - Local Bond Monitoring: Print Form
Address(l)
Address(2)
city
State -
Zip
Fax - -
Email
Page 5 ot'5
littps:/ fbondissue.sbafla.com/print.aspx 5/21/2009
lilt ANNE SUNTRUST
I. Business Entity Account Information
Name City of Sot
Taxpayer Identificat
Account Number(s)
Deposit Account Resolution And
Authorization For Business Entities
Business Type PF State/Local
4 Date Resolution and Authorization Adopted
The undersigned in Section IX or X hereby certify to SunTrust Bank ( "Bank ") that the above named Business Entity is organized and existing under
the laws of the State of Florida and has been registered in the manner prescribed by law and is currently in full compliance with all requirements
relating to its organization and continued existence under applicable law.
These resolutions and authorizations apply to the above referenced deposit account(s) (hereinafter "Account ") currently open with the Bank and any
additional Accounts opened in the future in the name of the Business Entity. For purposes of this resolution and authorization, Accounts will include
any certificates of deposit in the name of the Business Entity. These resolutions and authorizations shall remain in full force and effect until written
notice in a form acceptable to the Bank of their rescission or modification certified by the appropriate authorized individual(s) applicable to the
Business Entity has been received by Bank and the Bank has had a reasonable time to act on said change. Receipt of such notice shall not affect any
action taken by Bank prior thereto and Bank shall be held harmless from any claims, demands, expenses, loss, or damage resulting from, or growing
out of, honoring the acts or instructions of any individual so certified or authorized in these resolutions to sign by delegation of authority in
accordance herewith or refusing to honor any signature not so certified or authorized.
II. Authority to sign, act, give instructions, access information, use Bank's services, perform transactions, enter into agreements and delegate
authority on behalf of Business Entity
Resolved, that Bank be and is hereby designated a depository for the Business Entity; that any one of the individuals or entities named in Section III
below is an "Authorized Signer" and is authorized to act, give instructions, access information, use Bank's services, and perform transactions on
behalf of Business Entity with respect to any Accounts of Business Entity with Bank or services provided to Business Entity by the Bank, to enter
into on behalf of the Business Entity any of Bank's agreements including checking, savings, certificates of deposit, wire or electronic funds transfer,
night deposit, cash management, or other treasury management services agreements and to delegate to any other individual or entity his or her
authority to act, give instructions, access information, use Bank's services, perform transactions, and enter into agreements on behalf of the Business
Entity, including agreements that delegate his or her authority to other individuals or entities with respect to the Business Entity's Accounts or
Bank's services; that the Business Entity shall be bound by the terms and conditions of all such agreements and Bank's Rules and Regulations for
Deposit Accounts related thereto, all as now existing or as amended from time to time; and that any Authorized Signer named in Section III, is
authorized on behalf of this Business Entity to sign and to endorse for deposit, negotiation or collection, any and all checks, drafts, certificates of
deposit, savings certificates, items or other instruments or written orders for the payment of money payable by or to the order of this Business Entity.
Signatures and endorsements, if any, may be in writing, by stamp, or otherwise affixed, with or without designation or signature of the person so
endorsing, it being understood that all prior endorsements on such items are guaranteed by this Business Entity, regardless of the lack of an express
guarantee in the endorsement of this Business Entity.
Further Resolved, Bank is hereby directed to honor, pay and charge to the Accounts of this Business Entity, without inquiry as to the circumstances
of the issuance or application of the proceeds of, any checks, drafts, items or other written orders on any of this Business Entity's Accounts with
Bank, whether payable to, endorsed or negotiated by or for the credit of any person signing the same or any other of the Authorized Signers named in
Section III when signed by any of the Authorized Signers named, in Section III.
III.Officers/Owner /General Partners /Members/Managers/Governors authorized to act, give instructions, access information, use Bank's
services, perform transactions, enter into agreements, and delegate authority on behalf of the Business Entity
The full name, title, and signature of each person authorized to act, give instructions, access information, use Bank's services, perform transactions,
enter into agreements, and delegate his or her authority on behalf of the Business Entity as described in the resolutions set forth in this document is
immediately below. (Instruction: If the General Partner, Member or Manager is also an entity (e.g., a corporation, LLC, or partnership), the name of
the entity is entered in the column headed "Name ", applicable title of General Partner, Member or Manager is entered in the column headed "Title ",
and the name of the individual signing on behalf of that entity and individual's title or position are entered in the column headed "Signature" and the
individual signs directly underneath his/her name and title. The individual must provide a resolution on that entity reflecting the individual's
authority.)
Name Title Signs or ,
W. Aiibola Balogun City Manager
User ID UFMVI
Account Number
316617 (1107) Page 1 0( 3
sunTNst corporate Forms
IV. Facsimile Signatures ( Comolete this section only if machine or facsimile stamped signatures are to be used on items.I
Further Resolved, that Bank is hereby requested, authorized and directed to honor any check, draft, item or other written order on any of this
Business Entity's Accounts with Bank when bearing or purporting to bear the following authorized machine or facsimile signature of any of the
above named individuals whose signatures are reproduced below, regardless of by whom or by what means the actual or purported machine or
facsimile signatures may have been affixed. The Business Entity shall indemnify and hold the Bank harmless from any and all claims, expenses,
losses, damages and costs, including attorneys' fees, resulting from, or growing out of the Bank's honoring the facsimile signature of any of the
following individuals, its refusal to honor any facsimile signature of an individual not named below, or resulting from the unauthorized use of the
instrument used to provide the facsimile signatures by persons other than authorized individuals.
Name of Authorized Signer Listed in Section III Machine or Facsimile Stamped Signature of Authorized Signer
V. Additional Signatories on Business Entity's Accounts
Further resolved, the following individual(s) are authorized as additional signatories only to sign and to endorse for deposit or collection any checks,
drafts, or other instruments or written orders for the payment of money payable to the order of the Business Entity and to sign checks, drafts, items
or other written orders, and initiate wire or funds transfers and execute Bank's Funds Transfer Authorization wire request and disclosure form on any
of the Business Entity's Accounts with Bank. [Instruction: If an additional signatory is not authorized to sign on all Accounts, specify the Account
Number applicable to the signatory as indicated below.] Refer to the Signature Card(s) on the Account(s) for signatures of the Additional
Signatories.
Additional Signatory's Name Position with Entity Specific Deposit Account Number(s) Applicable to Signatory
(Complete only if signatory is not authorized on all accounts)
Matilde Menendez Finance Director
Maria M. Menendez City Clerk
VI. Qualification Certification for Public Fund, Organization, Political Organization, Homeowners and Condominium Owners Association
or Corporation Not Operated for Profit to earn interest on a checking account (NOW Account)
Mark this section with an "X" only if Business Entity is eligible to earn interest on a checking account.
® I/We further certify that the above named Business Entity is eligible to earn interest on a checking account (referred to as a Negotiable
Order of Withdrawal or NOW Account) in compliance with Regulation D of the Federal Reserve Act (12CFR 204) as a Public Fund or a
Non -Profit Organization that is operated primarily for Religious, Philanthropic, Charitable, Educational, Political or other similar purposes
under one of the following sections: Organization — Section 501 (C) (3) through (13), and (19) of the Internal Revenue Code (26 USC
(IRC 1954) 501 (C) (3) — (13) and (19). Political Organization — Section 527 of the Internal Revenue Code (26 USC (IRC 1954) 527).
Homeowners and Condominium Owners Associations — Section 528 of the internal Revenue Code (26 USC (IRC 1954) 528).
VII. Power to Act
The undersigned certifies that there are no limits to the undersigned's powers to adopt this Authorization and to attest that the resolutions stated
herein are accurate and that this Deposit Account Resolution and Authorization is in conformity with the provisions of the organizational
instruments, which include the Business Entity's charter, bylaws, operating agreement, partnership agreement, shareholders' agreement or similar
agreements by which the Business Entity or the undersigned party may be bound and does not violate the provisions thereof.
VII. Prior Acts
All previous acts of or on behalf of the Business Entity as provided for above are hereby approved and ratified.
IX. Certification - Corporation or Professional Corporation
I, the undersigned, hereby certify to Bank that the above is a true copy of resolutions and authorizations of said Business Entity and that such
resolutions and authorizations are in full force and effect and have not been amended or rescinded.
In witness whereof, I have hereunto subscribed my time and affixed the seal of the Corporation this 7th day of Anril, 2009.
(Affix Seal here, if available)
or Other Officer as designated in the Corp6fation's Bylaws
User ID UFMV1 Account Number 1000090239723
316617 (2107) Page 2 of 3
SunTruat Corporate forms
X. Certification - Limited Liability Company, Partnership, Public Fund, Sole Proprietorship, Unincorporated Organization or Association,
or Other Entity
[/We, the undersigned, hereby certify to Bank that the above is a true copy of resolutions and authorizations of said Business Entity and that such
resolutions are in full force and effect and have not been amended or rescinded. [Instruction: If the General Partner, Member or Manager is also an
entity (e.g., a corporation, LLC, or partnership), the name of the entity and the word 'By" are entered in the column headed "Signature "; the
individual signing on behalf of that entity signs directly below the name of the entity; and the name of the individual and individual's title or position
are entered in the column headed "Title". The individual must provide a resolution on that entity reflecting the individual's authority.]
Signature
a2n
Name and Title
Datet�
W. Aiibola Balogun,
City
Manager
Signature Requirement instructions:
The following signatures are required to complete and certify the Deposit Account Resolution and Authorization to be correct:
- Corporations: Corporate Officers authorized to act on behalf of the corporation named in Section III should include the President and Secretary
and any other applicable corporate officers, such as Vice President or Treasurer. The President, Secretary, Assistant Secretary, or other corporate
officer as designated in the bylaws of the corporation is required to certify the Deposit Account Resolution and Authorization under Section IX.
- Limited Liability Companies: Section III and X require the signatures of all members /managers(board members, unless the Operating
Agreement authorizes one or more members/managersibowd members to conduct banking business, in which one the signatures of all such
authorized members/managers/board members are sufficient.
- Public Fund Entities: Section III requires the signatures of individuals authorized to sign on behalf of the Public Fund Entity as designated by the
governing unit, e.g., Board of County Commissioners, Mayor, Secretary of State, etc. The individual(s) authorized to represent the governing unit
is required to certify the Deposit Account Resolution and Authorization under Section X.
- Partnerships: Section III and X require the signatures of all General Partners, unless the Partnership Agreement designates one or more partners to
conduct banking business and perform banking transactions. In such cases, the designated general partner(s) are named in Section III as the General
Partners authorized to act on behalf of the entity and these same General Partners will certify the Deposit Account Resolution and Authorization
under Section X.
-Sole Proprietorships: Section III and X require the signature of the proprietor (owner) or in the case of a spousal proprietorship, the signatures of the
husband and wife who own the Business Entity.
- Unincorporated Organizations or Associations: Section III requires the signatures of the Officers or Positions designated in the Organization or
Association's bylaws or charter as authorized to act on behalf of the organization or association. The President or Secretary of the organization or
association (or other individual designated to do so) is required to certify the Deposit Account Resolution and Authorization under Section X.
Bank Use Only ''........
Prepared By Mercedes Villaverde Phone Number 305 - 597 -6617
Center Name Institutional & Government Banking Center Number 7025216
Account Number(s) 1000090239723 Verification Method
User ID UFMV1 Account Number
316617 (2107) Page 3 of
SunTmst Con Fours
uJofOP SUNTRUST
Account Title City of South Miami
Type of organization Public Fund
Authorized;
Signature 1
Signature 2
Signature 3
Signature 4
Signature 5
Signature 6
Date opened 4/07109
Center 7025216
❑ New
Date Revised
officer Number 015120
wear Phone 305 - 597 -6617
❑ Replacement
Business Account Signature Card
Region 034
Account Number 1000090239723
VerificaboMrax Identification No. 59-6000431
Narnerrdle W Aiibola Balogun, City Manager
NamxRide Maria M. Menendez, City Clerk
Namemtle Matilda Menendez, Finance Director
❑ Change
SunTrust Bank ( "Bank"
It is agreed that all transactions between the Bank and the entity listed in the above Account Title ("Depositor ") shall be governed by the rules and
regulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and
regulations and the funds availability policy. The Depositor also acknowledges the funds availability policy has been explained.
Check Appropriate Box:
❑ Individual /Sole Proprietor ❑ Corporation ❑ Partnership
❑ Limited. Liability Company
Enter the tax classification (D= disregarded entity, C= corporation, P= partnership) _
❑ Other (See Instructions.) _
❑ Exempt payee
Certification —Under penalties of perjury, 1, as authorized agent of the Depositor certify that:
1) 59- 6000431 is the correct taxpayer identification number for the Depositor (or the Depositor is
waiting for a number to be issued), and
2) The Depositor is not subject to backup withholding because: (a) the Depositor is exempt from backup withholding, or (b) the Depositor has not
been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified the Depositor that it Is no.longer subject to backup withholding, and
3) The depositor is a U.S. citizen or other U.S. person (defined in the instructions),
Certification Instructions. You must cross out item 2 above if the depositor has been notified by the IRS that the depositor is currently subject to
backup withholding because the depositor has failed to report all Interest and dividends on the depositor's tax return.
Signature of
W Date
Date
U.S. Person _
630306 (1/06) Page 1 of 1
sunTrust corporate Fams
NamPJTitle
_
Nsmemtie
_
Name ride
Reason
ID
By
Mercedes Vlliaverde
❑ Change
SunTrust Bank ( "Bank"
It is agreed that all transactions between the Bank and the entity listed in the above Account Title ("Depositor ") shall be governed by the rules and
regulations for this account and the above signed as the authorized agent(s) of the Depositor hereby acknowledge(s) receipt of such rules and
regulations and the funds availability policy. The Depositor also acknowledges the funds availability policy has been explained.
Check Appropriate Box:
❑ Individual /Sole Proprietor ❑ Corporation ❑ Partnership
❑ Limited. Liability Company
Enter the tax classification (D= disregarded entity, C= corporation, P= partnership) _
❑ Other (See Instructions.) _
❑ Exempt payee
Certification —Under penalties of perjury, 1, as authorized agent of the Depositor certify that:
1) 59- 6000431 is the correct taxpayer identification number for the Depositor (or the Depositor is
waiting for a number to be issued), and
2) The Depositor is not subject to backup withholding because: (a) the Depositor is exempt from backup withholding, or (b) the Depositor has not
been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified the Depositor that it Is no.longer subject to backup withholding, and
3) The depositor is a U.S. citizen or other U.S. person (defined in the instructions),
Certification Instructions. You must cross out item 2 above if the depositor has been notified by the IRS that the depositor is currently subject to
backup withholding because the depositor has failed to report all Interest and dividends on the depositor's tax return.
Signature of
W Date
Date
U.S. Person _
630306 (1/06) Page 1 of 1
sunTrust corporate Fams
)d� � SUNTRUST
Authorization To Debit Account
For Pre - Arranged Payments
CustomerName(s)
City of South Miami
Street Address City State Zap Code
6130 Sunset Drive South Miami FI 33143
Authorization
I authorize SunTrust Bank to initiate charges for all payments, excluding the final payment, due on note or agreement of
City of South Miami, Florida dated April 7, 2009 in the amount of
Capital Improvement Note, Series 2009
$ 30.966.63 until such time as the obligation is paid in full and closed, or until I provide the Bank with a written notice of
cancellation of authorization as provided below. Payments will be deducted from the deposit account designated below on the dates
payments are due according to the note or agreement evidencing the obligation. If the payment date falls on a date that the Bank
does not process payments, the payment will be deducted on the next day that the Bank does process payments.
Overdrafts and Insufficient Funds I agree that if the account does not have sufficient funds available on the day the Bank tries to
deduct the payment amount, the Bank, in it sole discretion shall determine whether or not a deduction will be made. If sufficient funds
are not available, the Bank may attempt to continue to deduct the payment from the account, but is under no obligation to do so.
Payment Schedule
Bank
Quarterly - Principal and Interset per amortization schedule commencing June 30, 2009.
Final Payment due vAll.be billed.
Signature
Account Type to he Charged -
Account Number
® checking account E] savings account ❑ money market account
1000090239723
Bank
RoutingrTransit Number
Obligation to Credit
SunTrust
061000104
0
I agree to maintain sufficient collected funds in my deposit account to permit the automatic transfer described above. The Bank may
cancel this automatic payment agreement if funds are not available to permit the transfer and my payment is rejected.
❑ The obligation is a consumer obligation and I understand that this authorization is not a condition for granting credit and is being
granted solely at my option.
Date
Individual Signatures
Non - individual Signatures
(Seal) City of South Miami
By I Em �__
(Seal)
W. Ajibola Balogun, City Manager
Name and title printed or typed
Attach a voided check or deposit slip. Changes to an existing authorization require discontinuing the existing authorization
and establishing a new authorization.
Cancellation Authorization
I request that automatic charges deducted from my ❑ checking account ❑ savings account ❑ money market account
be discontinued.
Bank
Routingrrransit Number
For Credit to SunTrust Account Number
Signature
Date
Signature
Date
For Bank Use Only
Branch /Department Name Cost Cenier Prepared By Telephone Number
Institutional &Gov. Banking 7025216 Mercedes Villaverde 305 - 579 - 6617
Copies: o ?age t or 1 *122*
Copse ENstibUtion: Original Collateral Fle; Copy— Customer
630122(3/07)
Page i of 2
Menendez, Maria M.
From: Menendez, Matilde
Sent: Thursday, March 19, 2009 5:58 PM
To: Menendez, Maria M.
Subject: FW: Request for Loan Rates
As requested.
From: Joseph.Delleperche [mailto:Delleperche .Joseph @SunTrust.com]
Sent: Wednesday, March 18, 2009 3:53 PM
To: Menendez, Matilde
Subject: RE: Request for Loan Rates
Matilde:
SunTrust's indicative rates based on today's market rates for this requested loan are:
5 -Year: 3.42%
10 -Year: 4.23%
15 -Year: 4.62%
Bank will also require that the City maintain some level of depository relationship with the Bank of no less than
$250,000 in a governmental interest bearing,account or Certificate of Deposit. The abovementioned quotes assume
that the rate on this Loan will be a Tax Exempt Bank Qualified rate.
Let me know if you have any questions.
Thanks
Delle Joseph
Relationship Manager, Commercial Banking
SunTrust Banks, Inc.
Mail Code FL- MIA -1042
777 Brickell Avenue, Suite 400
Miami, FL 33131
Tel: 305 - 579 -7014
Fax: 305 -579 -7133
Live Solid. Bank Solid.
From: Menendez, Matilde [ mailto: mgmenendez @cityofsouthmiami.net]
Sent: Friday, March 13, 2009 10:48 AM
To: Byron Merino; dorothy.donahue @regions.com; Joseph.Delleperche; jperlmutter @fnbsm.com
Subject: Request for Loan Rates
We are requesting quotes on loan rates. The details are as follows:
Amount: $1,0003000
Possible Terms: 5years, 10years, 15years
Please if you are interested respond by Wednesday, March 18th before noon.
3/19/2009
Page 2 of 2
Thank you,
Matilde G. Menendez, CPA
Finance Director
City of South Miami
6130 Sunset Drive, FI 33143
Office (305) 663 -6343
Fax (305) 663 -6346
LEGAL DISCLAIMER
The information transmitted is intended solely for the individual or entity to which it is addressed and
may contain confidential and/or privileged material. Any review, retransmission, dissemination or other
use of or taking action in reliance upon this information by persons or entities other than the intended
recipient is prohibited. If you have received this email in error please contact the sender and delete the
material from any computer.
SunTrust is a federally registered service mark of SunTrust Banks, Inc. Live solid. Bank solid. is a
service mark of SunTrust Banks, Inc.
[ST:XCL]
3/19/2009
Page 1 of 2
Menendez, Maria M.
From: Menendez, Matilde
Sent: Thursday, March 19, 2009 6:20 PM
To: Menendez, Maria M.
Subject: FW: Request for Loan Rates
As requested.
From: Jody Perlmutter [mailto:JPerlmutter @fnbsm.com]
Sent: Thursday, March 19, 2009 11 :16 AM
To: Menendez, Matilde
Subject: RE: Request for Loan Rates
Mattie:
Here are our rates;
5 year fixed 4.95%
10 year fixed 6.5%
15 year -WSJP Rate floating with a floor of 4.50 %.
Mattie I don't have all your details for this loan so if we could discuss it further I might be able to
sharpen my pencil a bit more.
Best regards,
Jody
Thank You!
Jordan (Jody) Perlmutter
Senior Vice President
First National Bank of South Miami
Commercial Lending
5750 Sunset Drive
South Miami, Fl. 33143
Phone: 305.662.5402
Fax: 305.662.5404
Superior Service since 19521
From: Menendez, Matilde [ mailto: mgmenendez @cityofsouthmiami.net
Sent: Friday, March 13, 2009 10:48 AM
To: Byron Merino; dorothy.donahue @regions.com; delle.joseph @suntrust.com; Jody Perlmutter
Subject: Request for Loan Rates
We are requesting quotes on loan rates. The details are as follows:
Amount: $1,000,000
Possible Terms: 5years, 10years, 15years
Please if you are interested respond by Wednesday, March 18th before noon.
3/19/2009
Page 2 of 2
Thank you,
Matilde G. Menendez, CPA
Finance Director
City of South Miami
6130 Sunset Drive, FI 33143
Office (305) 663 -6343
Fax (305) 663 -6346
-- - - - - - - - - - - - - - - - - - - -- - - - - - ---- - - - - - - - -
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This email message, and any attachments are intended only for the addressee(s) and contains
information that may be confidential and/or copyrighted. If you are not the intended
recipient please notify the sender by reply email and immediately delete this email and its
attachments. Use, disclosure or reproduction of this email or its attachments by anyone
other than the intended recipient(s) is strictly prohibited. No representation is made that
this email or any attachments are free of virus. Virus scanning is recommended and is the
responsibility of the recipient.
3/19/2009
ORDWANCE No, 97-08: -1942
AN ORDINANCE 0F .THE MAYOR AND CTTX COMMISSION
OF THE, CITY OF SOMM kMI, FLORIDA, OLATING TO
FINAiICE;
AM, O=1NG A TERM LOAN,- ApPROMG
THE FORM OF AND AUTHORIZING THE EXECUTION OF A
PItOTrSISSORY NOTE AWD .A LOAN AGREEMENT WITa
BANK. OF AMERICA, NA. AND PROVIDINGx FOIt
3EYER,4EWrIx. ORDINANCRS IN CONFLICT AND AN
BE IT O1ZDF.REA BY THE CITY COMMISS1q 4 OF THE CITY OF SOUTH MIAMI,
FLORIDA (the 'Borrower"} that;
Section), A11 1. Ott tI for this Ordinance This Ordinance is adopted
pursuant to the Constitution and laws of the State of Florida:
Section 2, Defuiitions Words and 'phrases used herein capitalized form
and not otherwise defined herein shall have the meanings asetibal hereto in,the Loan
Agreement (hereinafter defined) and, in addition, the following words and phrases shall have
th'e following meanings when used herein:
" Authorized Signatory means Mayor of the Borrower,
"Lean Amount" means s1,00o,000.00.
Scetian:3. AutTroriza6on of Transaction In Dreier fo obtain funds to pay
the costs of construction of a new municipal:parking gauge, the $ortorver is authtirized to
obtain aone -year term loan (the: "Loan ") from and borrow from Bank of America N.A (the
'Bank ") rite, amount of'the Loaa Amount Because of the characteristics of the transacfiori
and the need for immediate funding, it is in ,the best interest of rite Borrower to obtain the
loan through negotiation With the Bank.
Seetion4, Loan._Aereeitrent and Pmmissory Note The Borrower is
ezed to execute a.Loan Agreement with the Bank . in substantially the fdrni attache
o as Exhibit A (the "Loan 4g eemeutr) and to make the Promissory Note in the,, fonr
red to the Loan Agreement provided that the principal amount of the Promissory Note
not.ekceed the Loan Amount Tlie foirns and terms of the Loan, Agieeateat and
issory Nate are hereby approved by the Borrower. and the Authorized Signatory is 11 rued to execute `the same, with such. ehanges� as may be approved lit' the Autiiprized
tort', such approval to be conaIusively evideneed by the execution thereof by the
fri7tyl:.Civnatnni�.
Section 5 Severabilily if any provision of this Ordinance shall be held
or deemed to be or shall, in faef be illegal, inoperative or unenforceable in any'contezt; the
erne' strap riot affect. any other provision heron or render any other provision {oY such
provision iri any other context) invalid inoperative or unenforceable to any extent whatever.
✓. 4 lr tlCt4i
Pg, 2 of, prd, No, 07- 08_1942
Section b: Anol]cable PmyiSiQM of the Law This Ordinance shall be
governed by and construed, ]n accordance with the laws of the State of Florida
Section 7. Antliorizatrons. All officials and employees of the
Borrower are authorized. and empowered, colle0f]vely or individually; to take all
action and steps and to. execute all :instrmoents, documents, and contracts on
behalf of the Borrower that are necessary or desirable in comrecfion with the
completion of the loan,,
*00 8- ftgdeL All Ordinances of parts thereof in conflict
herewith are beteby repealed.
Section 91 EtTective Date This Okdinance shall take effect
inunediate]yppon its enacm e
PASSED AND ADOPTED this ^7 G
y of.,40 112008.
16' Reading - 2/21/08
2ndkeading- 3/9/48
ATTEST:.
APPROVED:
MAYOR
0
Comm]ssron Vote:
Mayor Feliu:.
Vice- MayorEeasley:
Commissioner Wiscombe:
Commissioner Fallow,
Commissioner Beckman:
4 -0
yea
Yea
yea
absent
Yea
iYjfl:Y�
t
1
To: The Honorable Mayor Feliu and Members of the City Commission
From: Eliza Rassi .
Finance Director
Data: Februaiy2i „2008
Subject- Ordinance to authorize the'Ciiy Manager to enter into a short term
Icart agreement, (bridge ,loan) with the Bank of America through Florida
League of Was Mun(cipal Loan Council to pay for the final constractibn
of to "e municipal parking garage project up until a load f�orn the FMLC 's
neXt bond issue Can be secured.
Bacitgrounr! OU09 the November 271h2
DDT Commission meeting a resolution
was approved to allow the City Manager to negotiate a bridge, loan for the
completion of the? Parking Garage Project,, and; es a result through the
Florida MuhIcipal Loan Council Bank of America has provided us the
}A14Y1Q 1n rnw...L. uLiL ♦L!_ _ t.
f?cct;iianca
AN OR CE
OF THE I4AYC3R
0
n
AND PROVIDING FOR
IN CONFLICT AND
Backup Documentetl9h,
❑ RESOLUTION 190-07 -12575
Q 3 QRD)NANCE
0 LOAN AGREEMENT
Exhibit A to Ordinance,
LOAN AGREEMENT
This LOAN AGREEMENT (tire "Agreement,'),ismnde and entered into as o£ the Closing
Date identified on Attacbment B. and is by and between the a political subdivision of the.State of
Florida identified on Attachment B hereto, and its .snccessors and assigns (the "Borrower"), and
Bank of America, N.A.; a national banking association and its successors and assigns; as
holders) of the 'hereinafter defined Note (the "Bank°);
The parties hereto,: 'intending to be legally bound hereby and in consideration of the mutual
covenants hereinafter contained, DO BERE$y AGREE as follows:
AttnCLE I
DEFINITION OF TERMS
Section 1.01 Defn'tio c The words and terms used in this Agreement shall have the
meanings as set forth in the recitals above and the fallowing words, and terms as used in this
Agreement shall have the following meanings:
"Agreement" shaff mean this Loan Agreement and any and all modifications; alterations;
amendments and supplements hereto made.in accordance with the provisions hereof.
"Bend Counsel" means
legal as ail akromey -at -law or firm of such attorneys having expertise in the
pects of the,Witance. :of indebtedness by states and political subdivisions thereof
"Borrower is defined on Attachment B hereto.
"Business Day" means any day except any Saturday or Smpday or day on which the
Principal Office of the Bank is, lawfully closed.
"Closing Date" means the date so indicated irk the Note.
"Costs" means, with respect to the Project;. any lawful expenditure of the Borrower which
meets the further "requirements of this Agreement..
"Event of Default" snail me
Agreement:. alt an event of default sgeaified in Article VI of this
"Loan" shall mean the loan by the Bank to the Borrower contemplated hereby.
"Loan Amount", is identified on Attachment $.
"Note "means the Borrowers Promissory Note in the form aftached hereto as Attachment
,A a
"Notice Address" bieans,
As to the Borrower: Asset forth on Attachment B
As to the Bank: Bank of America, N A.
9000 Southside Boulevard
Building 100
Jacksonville, FL 32256
Of to such other„ address as either party may have specified in writing to the other using the
Procedures specified in Se0don7.66.
"Principal Office" means, with respect to the Bank, the office located at 9oo0 Southside
Boulevard, Building'106, Jacksonville, Florida, 32256, or such ocher office as the Bank may
designate to the Borrower in 'writing.
"Project" means expenditures incurred;by the Borrower not more than 60 days prior to the
date of this Agreement with respect to the constriietion of a new municipal parking garage.
" State" means the State of Florida
Section 1.02 Titles and Hdkilkzc The titiesrand headings of the aiticles and sections of
this Agreement have beta inserted for convenience ofreterence only and are not to be considered
a of
part here, shall not in any way modify or restrict any of the terms and provisions hereoB and
shall not be ! 4 consid. eyed or given any effect in construing this Agreement vr: any provision hereof
Or in ascertaining intent if any question of intent should arise.
ARTICLE 11
REPRESENTATIONS or BORROWEI;..
The Borrower'represents and warrants to the Bank that
Section 2 01 Powers of Bon�wer The Borrower is apolitical subdivision of the type
iilentified oa AttaehinentB hereto „duty organised and validly,existing under the laws ofthe State.
the BOzOww6i has the power to borrow the amountprvvided for in this Agreement to execute and
deliver the Notc and this Agreement, to secure the Notc in the mannci contemplated hereby and
to Perform 'and observe all the terms and conditions of the Note and this Agreement on its part
to be performed and observed. Tlie BOTrower may lawfully borrow funds, hereunder in order to
pay Costs of the Project
Section 2 02 Authorization o Loan The Borrower had bas; or will have, as ttie case
maybe, at all relevant times, fnIh legal riglit, power, and authority to execute thus Agreement, to
Peke the Note; and to carry outand Win; i®ate.all other transactions contemplated hereby, and
the BorrOW4 has complied and will comply with all provisions of applicable, law in all material
matters relating to such transactions. The Borrower has duly authorized the borrowing of the
amount provided for in this Agreement, the execution and delivery of this Agreement, and the
-2-
making and delivery of the Note,to the Bank and, to that end the Borrower warrants that it will
take all action and will do all things which it: is , authorized by taw to take and to do in order to 11 fulfill all covenants on its part to be performed and to pioyide for and to assure irayment oer to
Note. The Note has been duty authorized, .executed, issued and delivered to the Hank and
constitutes Segal,. valid and binding obligation of the Borrower enforceable in accordance with the
terms thereofand the terms tiezeof, and is entitled to the, benefits acid security of this Agee went
All approvals, consents, and orders':of and filings with any govemrnentai. authority ar agency'
which would constiWte a condition precedent to the issuance of t}ie Note or the execution and
delivery of or the performauce.by the Borrower of its 0, bligatons under this Agreement and the
Note };ave bean obtained or tirade and any consents, approvals, and orders to be received or filings 1. so made are in full force and effnrr.
..V� 1 1 f IIIanon s r 9 , or Contract. The Borrower is not in default in any
mater al respect under any agreement or other instrument to which it is a
be p� or by which it may
hound, the breach of which could result in a material' and adverse impact on tfia financial
eondit a ofthe,Borrower or theability bf the Houower to perform its obligations hereuirdei and
under the Note: The making and performing by the Borrower of this Agreertrent and the Note will
oat violate any applicable provision, of.law, and w ll not resulC in a mafcrial breach of any of the
terms of any agreement or instrument to which the Borrower is a party or: by which thq Borrower
U
bound, the breach of which cnukl result in a material and. adverse impact on the,financia!
condition of the Borrower oc the ability of the Borrower ioperfarm its obligations hereunder and
ender the Note.
Soction 2.Q4 Prndi o oz T}kr rrned r iti �tion Iirere are no actions or proceedings
pending against the Borrower. ox affecting the Bouower or, to the knowledge of the Borrower,
threatened which either in any case or in the aggregate; might result in any rot e B adverse
change in
the fe Note l condition of the Borrower; or which questions the vaiidity of this
Agreement or the Note or o£ any action taken of to be taken in oonnecti'on with the. transactions
contemplated hereby or, thereby,
Section los Financial ra on i r '
- -- -� —�� Tire financialinformationre gardingthe8orrower
furnished to the Sank by the Harrower is connection with the Loan is complete and accurate, and
there has beenno niaterral and adverse change in thefinanciaf condition of fhe Borrower from that
presented in such information
ARTICLE III.
COVENANTS OFTI E BORROWER
Section 3,01 Affirmafiv__ eZaar,ts, poi $o long as any of the principal amount of or
intezestontheNoteis outstandingof any duty orobl igationoftheHorrowerhereunderorunderthe
Nato retnauis unpaid aruaperfotrueil, the Bauower covenants to the Bank as follows:
(a) a„ .. The BOnawer shall pay the principal of and the interest on the Note at the
time and place and in the.manner provided herein and in the Note.
-3-
N f —MI ads'. Proceeds fromtheNotewillbe used onlytopay costs oftheProject
and to pay closing costs Of Loan:
lcf rvot1ce of Defaults. The Borrower shall within ten (10) days after it acquires
kmowledge thereof, notifytheBapk in writing at its NotioeAddress upon the happening; occurrence,
or existence of any Evemt of Default and any event or condition which with the passage ofiime or
givingofnotico,orbotii would constitute an EventofDefaii1 k.and shall Provide the Mirk W4such
written notice, a detailed statement by a resporicible offacet of the Borrower ofall relevant facts slid
the action: being taken or proposed to be taken by the Borrower with respect thereto,
(d)' MWWItenanccofExistenCe, The Borrower will take all reasonable. legal actionyvithin.
its control order to maintain its existence until all amounts due and owing from the Borrower to
the Bank under this Agreement and the Note. have been.paid in full.
{e) Record's. TheBorroweragmesthatanyandallrecordsof the ,Borrower*ithrespect
to the, i uan and the Project shall be open to inspection by the .Bank or • its representatives at all
reasonable times at the offices the Borrower,
{ Financial Siatemen c The Borrower Will cause an audit to be compleied' of its
books and; accounts and 's' ll fpm sh to the'Bank audiited year - end foancial statements. of the.
Harrower Cerfi fled by an irtde orient certi &ed public accountant to the effeot'that such audit has
been oondactedin acCdrdante with generally, accepted auditing standards and stating whether such
financial statements present fairly in all material respects the faariew position of fhcBoiiower
and the results of its. olrerations and easir flows for the periods covered by the audit report, all in % conformity with generally accepted a000unting principles applied on a consistent basis, and on a
Consolidated basis if aplrlicable. The Borrower nhallprovide rho Bank with the Borrowee s audited
financial'rlatements for each fiscal .year ending on or after September 30, 2007 within 270 days
after the end thereo£ Tha Borrower shalt also provide the.Bank with a copy of any management
letter.reeeived by the. Borrower from its auditors within 3tl days after receipt by the Borrower.
(g) Notice of UtLbUjfie<, The Borrower shall promptly, inform the Bank in: writing of
any actual, or potential contingent liabilities or pending or threatened litigation of any amount that
Could'reasohably be expocted to have a material and adverse effect upon the financial Condition
of the Borrower orupou the ability of the Borrower to perform its obligation hereunder and under
the Note,
ih) )msnrance. The Borrower shall maintain such liability, casualty and other insurance
as is reasonable and prudent for similarly situated governmental, entities of the State of Florida,
(t) Comylianee with_74wg. The Borrower shall couaply with all applicable federal,
state and local laws and regulatory requhrements, the violation of which could. reasonably be 11, expected'to have a Material and. adverse effect upon'the financial condition of the Borrower or
upon the ability of the Borrower to perform its obligation hereunder and under the Note.
es
L. .�..v, a. .. �. '.q. .•P .c 4Y
(i) Pavment of Do mentTaxec. In the event the Note or this Agreemen! should be
subject to the excise tax on documents or the intangible personal property'tax of the State, the
Borrower shall pay such taXes or reimburse the,Bauk for any such taxes paid by, it.
Section3.02 Nesgti'y6 vanants' For solongasanyoftheprincipaIamourtoforintsrest
on tke'Note is oisisfanding or any duty or obligation of the Borrower hereunder or wilder the Note
remains tmpaid or unperformed, the Borrower covenant to the Bank as follows:
The Borrower shall not issue or incur any indebtedness
ornbligatign if suck would matsrially,aud adversely affect the ability of the Borrower to pay debt
serviceon the Nate or any other. antovntg owing by the Borrower under this Agreement:
Section 3603. Bank Pe Aad Bznen . The Borrower agrees to pay the fee of counsel to
the Bank is connection witk the issuance of the.Note is the amount of $ ?,SOQ.00, said amounts to
be etas and'payalle uppn tbe'issuance ofthe.Note.
I'll
u AutomatiepaymentProcedure; Z"heBorrowerherebyauthorizesthe
to autom .t 5 deduct from a bank account of the $orr4wer designated to the Bank the
P 6, f any payment of principal or interest due from tbe: Borrower to the Bank under this
ment or the Note: If the ftmds in the account are insufficient to cover any Payment the Bank
tot be obligated tq advance finuds'to cover the. payment; The Bank covenants that it shall not
heBonrowe s accotmt for anyamount in excess of tbm Pnncipa! and interest due from the
wet to the Bartle as the same becomes due.
section'3.05. Itecictzat on d F gc of Note. The Note is owned. by Bank of
America N.A 'he 4wnershtp of the. Note may only be. transferred, and the Borrower will
transfer the ownership of the Note, aeon written request of the Bank specifying the ttamq addiess
and Taxpayer identificatioanumber 6i `the nansferee, and the Borrower will keep a record setting
forth the identification of the owner of the Note..
Section 366. rsgs ed Dec Xe� Stolen of st Zn cagp the Note shalt become
mutilated oz ba destro l and in substitution oatdestroyed stolen orip and indemnity reasonay to @ie Borrower and paying such expenses as the Bonxowez
may incur
Section 3.07. Pavmtsnt of MAPIPA and Interest I ithited Obligation_
Promises that it will promptlypay the principal of and mterest on the pIaoBeon the
dates An in the.manner provided therein according to th
thereof. e kue. intent and meaning Ile. reof and
Section 3.0$ Officers and Emolovaee Of the Borrower Exempt frgiu Personal I +ahtltity.
No rocourss under or upon anyobltgauon, covenant or agreement of this Loan Agreement or the
Note or for any claim based kereon or (hereon or otherwise in respect thereof; shalt ba had against
any, officer (which includes electod and appointed o$ncials), agent or employee, as such, of the
.S.
Bogawtr• past present or future, it being expressly understood (a) that the obligation of the
Borrower under this Agreement and tinder. the Note is solely a,borporate one, that no personal I i' liability'whatsoever shall 'attach to, or, is or shall be' incurred by, the officers, agents, or
employees, as such;' of the Borrower, or any of them under or by zeasoh of the 1 1, ear ene 1.
w+!w V uu uy ana as a carnsweration for; the wXecution of this Agreementand the
:issuance of tine 2�"ote'on the part. of the Borrower.
I w r 3.09. Business DAVS. In' auy case where the due;. date of interest on or principal
of the;Note is not a Business Day theapayment a£suph principal or interest need nat.tie made I'll
on such date but Wray' be made on the next 'succeeding - isiness Day, provided tbat credit for
Payments made shall not'be given the payment is:aotually received by the Battle
ARTICLE.IV
CONDITIONS OF LENDING
The; obligation; of the Bank to lend hereunder are sAject to the following; :condiggm
precedento'
Section 4.01 Rcnresentat ons and Srratr2nties The representations, and warranties set
forth in this Agreement and the Note are and shall be true and correc
hereof ton and as of the date:
Section 4,02 ; N-0,116fault. On the date hereof the Borrower. shall be in compliance with.
all the terms and 06vi5ious set forth in this Agreement and the iQotc on its Part 'to be observed,
or performed, and ao Event of Default nor' any event that, upon notice or lapse of lime: or both,
would constitute such an event of'Default, shall have occurred and be continuing at such time:
Sect on 4.03 $voport ng D umer is On or prior to the dateherog the Bank shall, have
received the following `sugpbiting documents, all of which shall tie satisfactory in form and
substance to We Bank (sack satisfiaQtion to boevideueed bythe purchase of t6 Note by the Bank):
(s) The opinion of the auomey for the Borrower, regarding the due authorization,
execution delivery„ validity and enforteability of this Agreement and the Note;
{b }: Sue&:additionai supporting documents as the Bank may, reasonably request,
ARTICLE v
FUNDING THE LOAN.
Secfloii 5,01 The an. The Bank hereby agrees to Loan to the Borrower on the date
her eof ttiea ount of the Loan Amount, to be evidenced by the Note, t0 provide fluids to finance
the Costs of the Project upon the temps: and conditions set forth in this Agreement The Borrower 1. agrees to repay the principal amount borrowed plus interest thereon, upon the terms. and
coaditims:'set forth in this :agreement and the Note.
Section 5,02 pesciiotion and Payment Terms of the No To evidence the LOen, the
Borrower 'shall issue and r' t'
to the Bank the Note in the form attached hereto as Exhibit A.
ARTICLE VI
.EVENTS OF DEFAULT
Section 6.Oi general. An "]3ventof
this Agreement it Default" shall be deemed to Have occurred under
(a) The Borrower shall fail to make any paymeat of the principaj of or interest on the
Loar, when the,same shall bebanxe dub and payable, whether by maturity, by acceleration at the
discretion of the Bank as provided for in Section 6.02, of otherwise; or
(b) The Borrower shall default in the performance of or compliance with any term or
covenant contained in this Agreement and
the Note, other than a term, or covenant a default in the
performance of which or noncompliance with which is elsewhere
pecifically dealt,with, which
ult Or Ann- compliance shalt continue and not be cured within thirty (30) days atier (i) notice
tltareof Yo the Borrower by the Bank, or (H) the Bank is notified of such noncompliance or should
have been so notified pursuant to the provisions of Section 3.01(c) of thi
is earlier; or s Agreement whichever
(c) Any representation or, warranty made in writing by or on behalf of the Borrower
an this Agremid or the NO It shall prove:to )lave bean, faire or' incorrect in any mateiial respect
on the date made or reaffirmed;, or
(d) The Borrower admits in writing its inability to pay its debts generally as they
become! due o filesaperitioi inUaokruptcyor,n z anassigument for thebenefit o fits creditors
or consents ra the appointrpen{ of a receiver or trustee for itself; or
(e) The Borrower is adjudged insolvent by a court of competent jurisdiction . or it is
adjudged a bankrupt on a petition in bankruptcy tied by or against the Borrower, or an order,
judgment or decree is entered by any court of competent jursdiction appointing, without'the
consenx.. the Borrower, a receiver or trustee Of the Borrower or of the whole or any part of its
_7-
property; and if iheaforesaid. U cations, orders; judgments or decrees shad not be vacated or
set aside or stayed within ninety (90) days from the date of entry thereof~ or
(fl The. Borrower ,shall file a petition or answer seeking reorganization or any 11 arrangement under, fhe federal bankruptcy laws or any other applicablelaw or statute of the United 11 States of America or the State; or
(g) The Borrower shall default in the due and punctual payment or performance of
covenants related to any indebtedness of the Borrower or under any obligation tot the payment
P6 Mon,yto the Bank or any other subsidiary or affiliate of Rack of Ame .-' Corporation.
Section 6.02 Effect ofEVentof l)et it
as otherwise provided in tjie Note; immediately and witho ut eerier; upon the
my Event of Default the Banlcmay'.declaie all obligations of the Borrower under
and the Not4 to be, immediately due aadpayable wiihout fin thet.action Of any kind
teciaratinn the Note and the interest accrued thereon shall become immediatelydue
addition, and regardless whether such declaration is or is not made, 'the Bank may
ement of and exercise all remedies available to it under any applicable law.
ARTICLE VT
MISCELLANEous
Section 7.01 :No Waiver Cumulative Remedies. No failure or delay on the part of the
Bank in excreisiag any, right, power, remedy hereunder or under the Note shall operate as a
waivei of the Banks rights; powers and remedies hereunder; nor shall any single or partial
exercise of any such right, pouter cr remedy preclude any other or.furthet exercise thereof or the 11.1 'il
exercise of any other tight poweror remedy hereunderor thereunder. The remedies herein and
tlierein,piovided are cumulative and not exchrsive, of any remedies
provided by law or in equity,
Secnnn7,0I' Amendment fteridmentL Chig ea or ModificationstatHeA enu This Agreetnerct
shall not be amen
dec, changed' or modified except. in writing signed by the Bank, and the
Borrawei: the Borrower agrees to pay all of the Backs costs and reasonable attorneys' fees
incurred in modifying andlor amending this Agreement at the Borrowee s'request or.behest<
Section 7.93 Dowit6marts This, Agreement may be executed is any number of
wunterparts, each of which, when so' executed and delivered, shall be an otigiaal; but such
counterparts shall together constitute but one and the same Agreement, and, in,maldag proof of
this Agreement, it shall not be necessary to produce or account for more, then one such
counterpart:.
Section 7.04, rev b" 't If any clause, provision or section oftbis Agreement shall be
held illegal or invalid by any court; the invalidity of such clause, provision or'section shall not 11
affectany other piovisions or scctions.hereof, and this Agreement shall be construed and enforced
-8-
hereby end that the trausaotioms contemplated hereby be effected and the obligations contemplated
hereby be eRfaIoed, 'as if sue h;,illegal. or invalid clause, provision or section had not been
contained herein
SeCtion7.05 Term ofAeree Ent Exceptasotherivisespecifiedin this Agrtetritnt this
Agreement and all repzesentations, warranties; covenant's and agreements contained herein or 11 made in writing by the $oxrower in connection Herewith shall be in full force and effect 11 1 the
date hereof aad,shat! Continue in effect until as long as the NQte is outstandi*
requests, demands and other communications which.
�reement shall be im'writm , and shall bo= deemed to
.
c9.mmon carrier service; and five d
requested, postago.prepaid; In eseh
or other similar electronic or
pt, is 0Htaincd); the day after it
s after It is sent; if meiled, c
rst notice shalt be senrtc the
Section 2:07 ApoliBable Lawcnue; this Agreement shall be construed pursnant to
sad governed by the substantive htws of the State, The partics waive any objectuin to venue in any 11 judicial proceeding brought L. co., 1 1 .4 n herewith 1
yrngn Duval county, Florida
Section 7.08 B01d'ng Effect A cg=cnt This Agreement shall be binding upon and
inure, to the Benefit of the. successors in interest, and permitted assigns of the 'patties. The
Borrower shall haveno rights tc assign any Qfits rigbts or obligations hereunder witHouitbe prior
written Consent of. the Bank.
Section 7;09 No Third pa i Beneficiaries
bertto that It is the intent and'agreement of the parties
hereto shall K aye this Agreement is solely for the benefit of the parties hereto and no person any rights cr privileges hereunder. not a party
Section 7:I0
tL Attom_ US pees•, To the patent - legally ptimiSsibl
e, the Borrower and the.
Bank agree that in any suit sedan or proceeding b;ought,iu couneotiork yvith-this AgreeotenT or
the Ides (ieesfarng auy appca](s)), the prevailing party shall be entitled to recover' costs and
attorneys' fees from the ,pther'party;
Stetion7,ll EntirCA' e- ant Exceptas oth erwiseexpressIyprovided ,thisAgreerpeni
and the `Note embody the entire agreement and' understanding between the,pa, this Agree and
snpersrne all prld , agreements and understandings relating' to the subject matter' hereof.
Attachmcnrs A and B 3 are a parthereot.
Section 7:I2 Fu*tHHar_ t ,,, ,e a, The pies to this. Agreement will execute and
deliver, ax cause to be executed'and delivered such additional. or f`iuther documents, it
or instruments and shall 000jrarate with,one another is nit respects for the putpose: of out the
transactions conkempIated by'ths Agreement
-9-
section 7.13 WaOver oflUrvTiiaL (a) This section 1,13 concerns the resolution of any
controversies or claims between the parties, whether arising in contract, tort or by statute, that arise
out o£ orxelate tot {i} this Agreement (including any renewals , extensions or modl]icalions); or (ii)
any loan iiocumenf or other document relatr_d to this Agreement (cotlecfively a " Claim^), ,For tho
purposes o£this arbitrationprovisinn only, the term "parties^ shall
include any parent corporation,
subsidiary or affi I Z'; of the Bank involved in the servicing, management or administration of any,
obligation described or evidenced by this Agreement:
(b) At the request of any party to this Agreement, any Claim shall be resolved by binding
arbitration in accordance 4th tho Federal Arbitration Act (Title % U.S. Code) (the "Axbitratiou
' Act'D. The Arbitration Act will apply even though this, Agreement provides that it is governed by
the law of a specified state. of class action. The,arbitration
any forth will take glade on'sn:individual basis Without resort to
his paragraph shall control.
or (h) eui omz any provisic
;/ttn the: Arbitration Act,. the then-
vices dispute's of the Ametcan
terms of this Section. In the event
kA'A. is unwilling orwrable to (i)
this arbitration clause, any party
with similar procedures to serve
(d) TheazbitrafionsitallbaadministeredbyAAAandconductedinMtami Vlorida A11Cla
shall be dofermined by one ailitiiator, however, ifCiaims exceed Five MillionDolIars ($5;000,0(
Upon the request of any party, the Claims shall be decided by three arbitrators: fill arbitxat
hearings shall commence within ninety (90) .days of the demand for arbitration and dose wlt
ninety (90) days of 6lmueencement and the award of the arbitrators) shall be l'smed within thi
(30) days ofthe dose of the hearing,. llowevice. the arbitrafor(s), upona showing of good cause, n
extend the'eonnuenprment of the hearing for up to an additional sixty (60) days. The arbitratoi
shall provide a concise written statement of reasons for the award The arbitration award may 1.
submitted to any Pond having jurisdiction to be confirmed, judgment entered and enfofced.
(e) The arbttraror(s) will give effect to statutes of limitation in determining any Claim and may
dismiss the arbitration, on the basis that the Claim is barred, For purposes of the application of the
statute of limitations, the service on AAA under applicable AAA rules of notice of Claim is the.
equivalent ofthe filing ofa lawsuit Any dispute coucaming this' arbitration provision or whether
a Claim is arbitrable shall i dot m fined by the arbitrator(s). The Arbitrator(g) shall have thepoWer
to award legal fees pursuant to the terms of this Agreement;
(f) This Section does rot limit the right of any party to: (i) exercise self -help remedies, such as
butnot Hirr"edto, setgff, (ii) initiate judicial or non judicial foreclosure against any real orpersonal
popetty collateral; ( iii)' cxerciseany. 1740alar Power of sale rights, or(iv)art it acowtoflawto
obtain an utterim remedy, such as but not limited to, injunctive retie$ writ of possession or
appointment of a "receiver, or additional or supplementary remedies.
-I0-
(g) ,.11se filing of a court action is not intended to Constitute a waiver of the right of any I?aY
including the suing party, thereafrer to require submittal of the' Claim to arbitration,
(h) By agreeing to binding: arbitrat}on, the parties irrevocably and Voluntarily waive any right
theymay have taattialWiury 'in� ^, * ..n, :_ ., . t
am
ng in Gen »•'..v " "LWW" uic normwerana
tracf tort or by statute, tha£,arise out of or ielaie to this; Agiet
ectivety a " Claim "}. The parties irrevocably and voluntarilywaive any righ
91 by.lur}' in respect of any Claim ,This provision is a material 'L nducem
inw int nit.. 6 __
such: Cilattn.- This
ChS Section7.13
the Bank, whether
went or the Note
;they may Have to
ait fpi• the parties
IN WZiNESS. WHEREOF, theparties have executedt
as b hisAgreement to be effectivebetween
f the, date of fast set forth above.
BANK OFAWMCA, N.A.
$Y.
Name: Linda A. Mason
Title: Senior Vice President
.11_
I
r, m respect, (t any Claim This provision is' am W aeiiic
lis Agreement
w ww V+ rust Nei mrto Move.
CITY OF SOME MTA W FLORIDA
By;. ..
Name; Horace G. Feliu
Title: Mayor
HANK C��•ME'RIC/Ay N:A.
Hy:C� is L
Name: Linda :A• Mason;
Title: Senior Vice President
ll-
PROM80ky NOTE
��. v!+, wns x.cnc an payatxe m tmmeaiately available funds constituting lawful
money of the United' $talcs of Ariiedca at such, place as the Bank may designate rothe Bgrrowe5
The Applicable Rate is the sum I of 1.76 %plus the i.IBOR kale;
Thu Barmwer shalt pay the Bank tha entuc unpaid principal balance, together with all tecmed=4
unpaid interest hereon, in full on April 7, W09 (the "'Meru * Date ");
.gamy ana u}e galanaq thetedfaball apPlY to the pri .c. ipsum due.
As used in this Note;
TheprincipalofamivtI", " s; onthisNotemaytieprepaidattkoptiono fthe8orxoweriuwhalear
in partafangtimewittiovipreEmynientppem o ;penalty.
:. ;.:.,, . .1.1.1.1...
The Borrower to the extent permitted bylawhereby waives presentment, demand, protest and notice
of dishonor
This Note is issued in conjunction with a Loan Agreement dated of even date herewith betWeenthe
Borrower and the Bank (the' Loan Agreement") antiis subject to all the terms and conditions of the Loan
Agreement.
All terms, conditions and provisions of the Ordinance and Loan Agreement are by this reference
thereto incorporated herein as -a part of this Note. Terms used herein in capitalized form and not otherwise
defined herein Shan have the meaning ascribed thereto 'in the Ordinance,
11 This Note may ezcliadged or transferred .bur onlyas provided in the bean Agreement....
It is h6e6ycertifici,reditedand declared thatan acts, conditionsand prerequisites zequiredto exist,
happen and beperformed precedent toand in the execution, del yery and the issuance of this Note do exist,
have happened and have Been performed. in due thn%I form slid manner as requirett by law;. and that tfie
issuance of thisNote is in htllcompliance with anddoes not exceed or violate any constimi oral or SmMory
limitation:
TN WITNESS W HEREOF; the BoridYmr bas caused this Note 16 be executed in its fisme as of the
date hereinafter set forth.
The date of this Promissory Note is April S, 2008.
CITY pF SOUTIi MIAI X IA
By'
Name: o in
Title! Mayor
ATTACILMENT B
to
L OAN AGREEMENT'
between
BANK OF AMERICA, N,A.
and
CITY OF SOUTH MIAMI, FLORIDA
I,Name of Borrower City of South Miami, Florida
2. Type of Foiifical Subdivision: [XXK] Municipality
1Nofice Address of Borrower.
4. Loan Arno L :$1,000,000.00
5 Closing Date:,.AFril 8, 2008
ATTACHMENT CG
REQUEST FOR ADVANCE
Date: April 8, 2008
To; Bank ofArnenca, N.A.
From: City of South Miami, Florida
Bate of Loan Agteemeat;and. Promissory Note: April S. 2008
Amount of Advance: 5130007000,00
,Date of Advance: April 8;.2008
The above- nambdBorrower requests, air Advance under the I oa¢ Agreement and PromissoryNote
identified above in the amount set.forth above; and requests thatsaid $2,$QQ.00 be used:by the Bank
to 'pay the fee pf its attorneys and the balance be wired to the Borrowe?s aocount;set forth below.
Theiepresentations and warranties of the Borrower contained in the Loan Agreement are tree and
6=6d, as of the date hereof.
SOUTH MIAIMI:
I M7AMI FL 33143
SOUTH MIAMI
NAGIN GALLOP FIGUEREI7O
Attorneys e"r counsele'r
18001 Old Cutler Read — Suite 556
Telephone: (305) 8545353 lrlianu Florida 33157 -6416 Facsimile: (305) 854
$351
April.7, 200$
Bank of America; N.A.
Jacicsont rile Florida
Res $11000,000.00 City of South Mim)L Florida.
Promissory Note
Ladies Anil Gentlemen:
I have
onions get forth herein, I have also reviewed the Constitution and taws of
eularly Chapter 166, Florida Statutes (the "Act "), and such other laws,
iceedtigs as 1 have deemed necessary as a basis far the opinions der
herein in capitalized form and not other0ise'deEned herein shad have the
to tilem m the Loan Agreement.
1. The City is a political subdivision of the Stake of Florida duly organized and validly
existing as a rdunicipal ty under the Constitution and laws of the State of Florida:
iette# Yo Bank ofArimeriaa
ApriL 7, 29,08
page 2 of t
PA
RESOLUTION NUMBER: 190-07-12575
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, RELATING TO FINANCE;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE A BRIDGE
LOAN FOR AN AMOUNT NOT TO EXCEED $1,000,000 NET AND A
PERMANENT LOAN FOR AN AMOUNT NOT TO EXCEED $1,000,000
NET FOR THE COMPLETION OF CONSTRUCTION OF A PUBLIC
PARKING GARAGE LOCATED AT S.W. 73so STREET FOR
REFINANCING THE PROPERTY WHICH CONSTITUTES MARK
RICHMAN PROPERTIES CONTRIBUTION TO TEM PROJECT; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on October 11'x, 2007 the Mayor and City Commission approved Resolution no.
169 -07 -12554 authorizing the City Manager to pay $300,000 from its Undesignated Fund
Contingency Cash Reserve; and
WHEREAS, and parking garage project is near completion and the City desires not to
delay it any further; and
WHEREAS, the Mayor an City Commission authorized the City Manger to seek a loan form the
Florida League of Cities in an amount of $1,000,000 and reimburse the undesignated contingency
$300,000 and the remainder to be used for completion of the parking; and
WHEREAS, it is in the best interest of the City to secure a bridge loan as soon as possible.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF SOUTH MIAW FLORIDA:
1. Section 1. The City Manager and the City Attorney are authorized to make application to
the Florida Municipal Loan Council and to negotiate the interest rate and the terms and conditions for
a bridge loan and a permanent loan for the purposes and the amounts stated in the "Whereas" clauses.
The loan documents shall be presented to the Mayor and the City Commission and shall not take
effect until approved ed by the City Commission a required by the city charter
2. Section 3. This resolution shall take effect immediately upon approvaL
PASSED AND ADOPTED this 2yday of e • 2007.
ATTEST:
(az�G'"�
CITY CLERK
WoRg wimp
CITY ORNEY
APPROVED:
MAYOCommission Vote: 5 -0
MayorFeliu: Yea
Vice -Mayor Wiscombe: Yea
Commissioner Birts: Yea
Commissioner Palmer: Yea
Commissioner Beckman: Yea
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, MiamiIDade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
O.V. FERBEYRE, who on oath says that he or she is the
VICE PRESIDENT , Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays ) newspaper, published at Miami in Miami -Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in.fhe matter of
CITY OF SOUTH MIAMI
PUBLIC HEARING FOR 3/4/2008
in the XXXX Court,
was published in said newspaper in the issues of
02/22/2008
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of securing thjs"advertise publication in the said
newspaper,/
Sworn to and subscribed before me this
A.D.
(SEAL) �, "•.'v••> MARIA I. MESA
/ �I s MY CCMMISSIDN II DD
O.V. FERBEYRE personally re N e %Ifl mileNfuck un
NOTICE. OF PUBI 6C'.OkARING
NOTICE IS HEREBY given that the City Commisslon of the Ci4y.of
Miami, Florida will conduct; Pubiid;, Hearings `at its`habulal
meeting eeting scheduled`fdr Tuesday, March 4,' bbS beg
at 7:3D P.m: in the City Commisslon Chambers, 6130 Sunset Dr
consider thefoilowing ifem:.- .
AN ORDINANCE IOF`THE MAYOR'ANEYCITY COMMISSiC
OF THE CITY OF SOUTH MIAMI,' FLORIDA;' RELATING 7
FINANCE; AUTHORIZING A TERM LOAN; APPROVING Tf
FORM:OF'AND 'AUTHORIZING' THE -EXECUTION ?OF
PROMISSOFSY NOTE AND ''A LOAN AGREEMENT W11
BANKDF AMERICA•, N.A.° PROVIDING FOR SEVERABILIT
ORDINANCES IN CONFLICT AND AN EFFECTIVE DATE.?
�,<
If you have. any inquiries on the above iterris'please coiitacYthe,F
DepartmenYsoffice at:3DS- 663- 6343�' =.. ;
ALL interested ' parties are invited to attend and Will bb hearci.
Made M. Meneride;
Cltych
Pursuant to Florida' Statutes 286.01 D5; the Ciy hereby :advis
- public that it a persbri decides to appeal any decision' made
Board, Agency or Commission with respect to any mattercohsid
its meeting or heating, he or she will, need a record of the procei
and that for such purpose; affected person may need tb:ensurs
verbatim record of the proceedings1i made which record inclut
.testimony and evidence upon which. the appeal is to be based.' `-
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C V -;k, COURTESY NOTICE..,� zt--
OFSOUTH MIA I .. ....
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On Tu�sday, March 4, 2608, bagirml ......
at
Com
rfijss!6n Chambers 613 - a
0 Sunset
4041,Publi6 H g(�) to consioer
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VITH BAN ---------- . . . . . .
A RESOLUTION ELATING TO'A RE66EST.PU T SE 10
G .60
20-3.4(B)(4)(b) OF THE LA,ND DEVELOPNE
LISEAPPROVALTO LOW
I . - T I A GENERAL* RES SL OF
THE SOUTH MIAMI' MUNICIPAL PARKING FACILM , . I . E:
PUBLIC bEV�LOOMENT.'LO�ATEE)�At,�5g29-'8W'L!3r,d STREET..
L WrTHIN Tftlt,.:�J'SR PD-Ovy�.SPECJALTY 'RETAIL -�(HbIVItfOWN
DISTRICT OVERLAY):ZONING DItT9fCt'LOW)aROPERTY LEGALLY.'
THEL `LARKINS
DESCRIBED AS tl..OTS�86 361 31�48L;�q._60 "W.'
SUBDMSION'-'ACCDRD*fNG'TO L JL, . A,Tq . f T A.'
q . PLAT-THEREOF RECOR
:PLAT BOOK 3'AT PAGE4198-OF THEPUBU L C1 , DIED IN
-REC6RDS'OFM
DADE COUNTY, IAMI-
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you have any friquirl the a6c I
Clerk's office at
305-663-634
'are invited to'
ALL interested Parties
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MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami -Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI -DADE:
Before the undersigned authority personally appeared
O.V. FERBEYRE, who on oath says that he or she is the
VICE PRESIDENT, Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) n ewspaper, published at Miami in Miami -Dade
County, Flortda; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF SOUTH MIAMI
PUBLIC HEARING FOR APRIL 3, 2009
in the XXXX Court,
was published in said newspaper in the issues of
03/24/2009
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami -Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami -Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami -Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of securing this verfiseringpHMVublication in the said
newspaper. n
Sworn to and subscribed before me this
24 day of MARCH , A.D. 2009
(SEAL)
O.V. FERBEYRE personally known to me
..° w'^. .e'u'i.+= *r'yiw,�`•pa�.�.!e*,a ✓^,.a'd'd "`�
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ua., fn, Ai, r., wa•,✓' a.. ah,. w., 3'^.PryfS- .e'�.�,•y.,.�m"M"^.^..
NOTICE IS HEREBY given that the.Clty Cor imislsion of the City of South,
Miami,. Florida will conduct. of Public Hearing. at. its Special City
Commission meeting scheduled for Friday, April 3;2000 beginning at
7:30.p.m. In the City'Commission .Ch ambers, -6130 Sunset'Drive; to
consider the following item:
Second Readied:
..� �., ..... ........���Y...Y
OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO
FINANCE;' AUTHORIZING' THE CITY :'MANAGER TO.
NEGOTIATE APERMANENT LOAN IN AN AMOUNT NOT TO
EXCEED 51.600.600 TO'REPAY THE BRIDGE' LOAN OF
CONSTRUCTION OF A PUBLIC : PARKING'. GARAGE
LOCATED AT S.W.73RD STREET; AND PROVIDING FOR AN
EFFECTIVE DATE.
If you have any questions, please contact the City,Clerk's Office at (305)
663 -6340.
ALL interested parties are invited to attend and will be heard.
Maria M. Menendez, CMC
City Clerk
Pursuant to Florida Statutes 286.0105, the City hereby advises the
public that if a person decides to .appeal any decision made by this
.Board, Agency or Commission with respect to any matter considered at
its meeting or hearing, he or she will need a record of the proceedings,
and that for such purpose, affected person may need.to ensure that a
verbatim record of the proceed ngs'is made' which record includes the
testimony and evidence upon which the appeal is to be based.
3/24 09- 3- 19311198276M
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Coral Gables Citizens
Political Action Committee
RECOMMENDATIONS ON
PROPOSED CHARTER REVISIONS
On rdmodo ApArl there will bean election of city
wners and various Charter amendments
m With respect to the Charter amendments.
the PAC recommends:
WE ARE IN FAVOR OF TERM LIMITS
-12 YEARS FOR COMMISSIONERS,
8 YEARS FOR THE MAYOR. We would
have preferred 8 years for commissioners, but this is a
compromise which we believe will pass.
WE ARE IN FAVOR OF RETURNING
THE MAYOR TO A 2 -YEAR TERM.
This is necessary so that there is an
important election every two years, in which the majority
of the commission is mooing. Under the present system,
which was recently adopted, with the mayor running only
every 4 years, the interim elections lose importance. For
example, in this upcoming election only two commissioners
are running for reelection.
•WE ARE AGAINST INCREASING THE CITY
MANAGER'S DISCRETION TO ENTER INTO
CONTRACTS BID TO $100,000, WTTHOUT
COMPERTIVE BIDDING. Recent history has shown, rather
than loosening controls over the city manager, we should
be tightening controls. At present, the city manager has the
discretion to enter into contracts up to $25,000. This is more
than enough.
•WE RECOMMEND AVOTE AGAINST
ABOLISHING THE TRIAL ROARD.The Trial
Board provides a grievance hearing for
non -union employees who have been fired or have other
grievances. At present, such employees have the right to
go before the Trial Board, if the Trial Board were abolished,
they would have no other recourse except to sue the city.
it there was some alternative mechanism, such as binding
arbitration, that would satisfy this need. However, the city
has not implemented such ahemate method and therefore,
the Trial Board remains necessary.
The PAC again expresses BE disappointment with the city
and the administration over the lack of morals, character
and transparency at City Hall. The continuing violations of
ethics and honesty and the failure in any way of the city to
react to R remains a tremendous disappointment.
We call upon all voters to join us in insisting upon honesty and
transparency in our government
We need your help in the upcoming election, both with
respect to the candidates and these issues. Please visit our
webshe at www.coraigablescRizenspac.com and volunteer
to assist us in making Coral Gables a better place.
VOLUNTEER: volunteer ®cormigableschizenspac.wm
PudpoessaraaVe2somenl prvd loan approved by 0w
ConalCo es Ram Polamil cmen Commodes,, Y coot E. Causes
Nsee, 8 Board Sure 2550, Moral. Fbdda MI
CITY OF SOUTH MIAMI
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY given that the City Commission of the City of
South Miami, Roddy will conduct a Public Hearing at its spedal Chy,
Commission meeting scheduled for Friday, Aprils, 2009 beginning at
7:30 p.m. in the City Commission Chambers, 61M Sunset Drive, to
consider the following item:
Second INANC v
ANORDINANCEF BOO MAYO MI, FLORIDA, Y RELATING
OF THE CITY OF SOUTH MIAMI, fCO0. RELATING
TO NEGOTIATE FINANCE; PERMANENT THE CITY MANAGER TO
NEGOTIATE A PERMANENT LOAN IN AN AMOUNT NOT
OF IXCEED $1.000.000
WHIG 00AS REPAY THE ME CITY LOAN
OF $CODM000 WHICH WAR R A IMPROVEMENTS
AND FOR
THe COMPLETION OF
OF CERTAIN A PU UCPARKING GAENTS
AND CONSTRUCTION OF A EEI AND GARAGE
LOCATED IV S.W. ]Brie STgEET, ANO PgOVIDING FOR
AN EFFECTIVE DATE.
N you have any questions, please contaM the City Clerk's Office at
(305)e63.6340.
ALL interested parties are Invited to attend and will be head.
Maria M. Menendez, CMC
City Clerk
Pursuant to Fetch Demos 286.0105, Ore City Irewey advises the pave that
n a param deebaz to appeal eery, decision mane by this Board. Aaeecy or
Com essenwM vainest W anymbrair consam ad at Dreamers or hearing, he
orshit will eaeaaaxed Mthe Proaeedingr, anchor mrsam puNaee, elected
Proom my need to Mich eeead Deluderearr mad a smirat6n rased otthe gramemenss 5 made
se Cason y and erNeewa upon wm h ow appmt Ls to
0
CITY OF SOUTH MIAMI
COURTESY NOTICE
NOTICE IS Mai given Nat Nn City Commission of to City of South Miami, Florida earl mnCud Public Heedngs at re rag
City Commission meeting sdleduled for Tuesday, April 7, 2WS beginning at 7:30 p.m. in 1M City Commission Chamb
6130 sunset Drive, to ronsiderthe fapavaing Rem:
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Fa eager lydo MMO, dense Went me CM Oetk's oNCe M (305)663.6340.
All Interested paTies FOR Invited to adend aM will be heard.
Marie M. Mood", CMC
CRY Doe