2jSours South Miami
F< 3
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INCO A2,AiED
O Rtp P 2001
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER - OFFICE MEMORANDUM
To: The Honorable Mayor Stoddard and Memb of t ity Commission
From: Roger M Carlton, Acting City Manager
Date: May 3, 2010 61 6
Subject: IRS Tax Exempt Status for Municipal Garage Bonds and Ad Valorem Property Tax
Status
Included in the Manager's Report for the March 16, 2010 City Commission Meeting was an item related
to the potential for the Municipal Parking Garage to lose its Ad Valorem Tax exemption for the portion of
the garage that is used for public parking. The recommendation of the City Manager and the City
Attorney was to retain expert legal counsel to assist us in completing a condominium regime that would
ensure that the public parking portion would not be declared subject to Ad Valorem taxation. The
discussion was truncated before the need could be explained and became the subject of a Committee of
the Whole meeting on March 23, 2010. The outcome of that meeting is Resolution No. 69 -10- 131032
which provided specific direction to the Acting City Manager and the City Attorney.
A key element of the direction was to keep lines of communication open with the County Attorney and
Property Appraisers. That direction has been implemented. It should be clear to the City Commission
that the lack of "splitting" the retail and parking portions of the garage as discussed during the COW
meeting has a high probability of a determination that the entire garage will be subject to property taxes.
Further, the structure of this agreement with Mr. Richman wherein be keeps the profit for the parking and
pays the City a base rent plus a percentage over a certain revenue level further exacerbates this problem
and enhance the risk of taxability.
This is not the only problem. That same payment structure puts the tax exempt bonds which were used to
finance the project at risk of losing that status from the IRS. See Attachment 2 and 3 which explain a
similar situation for the bonds which were issued to finance the Kravis Center in Palm beach County. A
portion of those bonds used to build the ballroom and kitchen which was operated by a for - profit entity
were declare taxable as the result of an IRS random audit. The outcome was that Palm Beach County
had to call a portion of the bonds ($2.88 Million) that related to the ballroom and kitchen and a settlement
in the amount of $320,000 was required.
Attachment 4 is a series of e -mails between the League of Cities, the bond issuer, the former South Miami
City Attorney, City staff and the Bond Counsel Bryant Miller Olive reflecting an understanding that the
Municipal Garage documents would be revised to clarify ambiguities and ensure that the bonds did not
became taxable. This did not happen. Members of the City Commission, it is critical that you authorize
the City Attorney and Acting City Manager to retain appropriate counsel to resolve this matter before this
financial risk becomes reality. I have placed this matter before you, because it is my responsibility in
conjunction with the City Attorney to protect this Commission and the community from the risks
resulting from inaction on amending the documents.
Attachments:
68 -10 -13102
10. A resolution of the Mayor and City Commission of the
City of South Miami, Florida directing the Planning and
Zoning Department and the Planning Board to consider an
ordinance revising Land Development Code Section 20 -8.9
entitled "Special exceptions" in order to set a time
limit for commencing a development project which has
been granted a special exception in a Transit Oriented
Development District (TODD); and providing for an
effective date. (Deferred 3115110) 3/5
(Acting City Manager)
Moved by Commissioner Beasley, seconded by Mayor Stoddard,
the motion to approve this item passed by a 5 -0 vote.
Commissioner Beasley: Yea; Vice Mayor Newman: Yea; Commissioner
Harris: Yea; Commissioner Palmer: Yea; Mayor Stoddard: Yea.
69 -10 -13103
11. A resolution of the Mayor and City Commission of the
City of South Miami, Florida instructing the City
Manager and the City Attorney on proceeding with the
outstanding issues concerning the Municipal Garage and
the Lease Agreement with Mark Richman Properties; and
providing an effective date. 3/5
(vice Mayor Newman)
Moved by Commissioner Beasley, seconded by Vice Mayor
Newman, the motion to approve this item as amended passed by a 5-
0 vote. Commissioner Beasley: Yea; Vice Mayor Newman: Yea;
Commissioner Harris: Yea; Commissioner Palmer: Yea; Mayor
Stoddard: Yea.
(Alternate) This item was withdrawn
11. A resolution of the Mayor and City Commission of the
City of South Miami, Florida instructing the City
Manager and the City Attorney on proceeding with the
outstanding issues concerning the Municipal Garage and
the Lease Agreement with Mark Richman Properties; and
providing an effective date. 3/5
(Mayor Stoddard)
70 -10 -13104
12. A resolution of the Mayor and City Commission of the
City of South Miami, Florida instructing the City
Manager to proceed with certain limited phases of the
Murray Park pool project; and providing an effective
date. 3/5
(Mayor Stoddard)
Moved by Commissioner Beasley, seconded by Commissioner
Palmer, the motion to approve this item passed by a 5 -0 vote.
REGULAR CITY COMMISSION 3
AFTER ACTION SUMMARY - April 6, 2010
Performing Arts Center Pays IRS - Bond Buyer Article
ins
THE DAILY NEWSPAPER OF PUBLIC FINANCE
Performing Arts Center Pays IRS
Fla, Nonprofit Settles Over Bond- Backed Ballroom's Use
Monday, April 26, 2010
By Shelly Sigo
Page 1 of 2
BRADENTON, Fla. — The nonprofit Raymond F. Kravis Center for the Performing Arts Inc. in Palm Beach County,
Fla., has paid $320,000 to the Internal Revenue Service to settle a violation of the Internal Revenue Code's 5%
limit on private use in a bond - financed facility.
The violation concerned a private vendor's use of a ballroom built with a portion of the proceeds of $41.5
million of tax - exempt variable -rate demand revenue bonds that were sold on behalf of Kravis in 2002, Palm
Beach County was the conduit issuer.
Palm Beach County commissioners last week approved a resolution accepting receipt of settlement closing
documents between the Kravis Center and the IRS, county records show.
As part of the settlement, the Kravis Center has already called $2.8B million of the outstanding variable -rate
bonds, which will be redeemed by May 3, according to a redemption notice published on the Municipal
Securities Rulemaking Board's Electronic Municipal Market Access system.
In a random audit, the IRS examined a contract between Kravis and a for - profit company operating in a food
service area of a facility financed with tax - exempt bonds and determined that non - qualifying use had occurred,
said John Theberge, a partner and public finance tax expert at Holland It Knight hired to represent Kravis in
the matter.
"We didn't necessarily agree with the IRS," Theberge said, adding that negotiations were unsuccessful in
convincing the IRS that the contract did not violate safe harbor provisions. "They were pretty adamant so we
just decided to compromise."
Theberge said that there was no deliberate intent on the part of the Kravis Center to violate bond regulations
and that performing arts center officials believed the contract they entered was proper.
"We didn't think it was a violation but we wanted to just resolve the issue and protect the bondholders,"
Theberge said. "Kravis tried to do the right thing. It's a done deal."
Robert Henn, manager of tax - exempt bond field operations for the IRS, said the agency had no comment on the
settlement with Kravis.
Generally, however, Henn said all private nonprofit organizations that benefit from the use of tax - exempt
financing need to be careful with the contracts they enter to ensure they don't violate the IRS code.
"The rules are pretty clear and many people follow them well," Henn said.
Travis Gibbs, a partner at Nixon Peabody who is a bond and tax attorney familiar with nonprofit issues, said
service contracts such as this one represent an area where there are helpful and definitive guidelines on
arranging the contracts to avoid problems with the 5% rule.
The IRS has recently required nonprofits to file an additional form annually regarding each tax- exempt bond
issue with an outstanding principal balance of more than $100,000 where the tax - exempt organization is the
http: / /www.bondbuyer.com/ issues / 119_ 327 /raymond_kravispalm— beach - 101127$- l.html... 4/27/2010
Performing Arts Center Pays IRS - Bond Buyer Article
Page 2 of 2
beneficiary. The form requires substantial information about bonds issued since 2003, including non - quatified
use of the bond - financed assets, Gibbs said.
Theberge said the settlement protects the tax- exempt status of the remaining outstanding variable -rate bonds.
The tong -term rating on the bonds is Aa3 from Moody's Investors Service, the only agency that rates them.
The Kravis Center operates three venues — a 2,193 -seat concert hall, a 300 -seat playhouse, and an outdoor
amphitheater with a capacity for 1,400.
In addition to purchasing a parking garage and doing renovations, the bonds issued in 2002 were used to
replace an existing catering and meeting facility with a Larger building that also contained a rehearsal hall,
education center, recording studio, offices, and a board room.
Copy of Brief
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http: / /www.bondbtiyer.com/issues /119 - 327 /raymond_kravis palm— beach - 1011278- 11tml... 4/27/2010
Agenda Item OP. b i
PALM BEACH COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 4/2012010
Department
Submitted By: COUNTY ATTORNEY
Submitted For:
[X] Consent [] Regular
[ ] Public Hearing
1. EXECUTIVE BRIEF
Motion and Title: Staff recommends motion to receive and file the executed
Closing Agreement on Final Determination Covering Specific Matters dated Mareh.11,
2010 (the "Closing Agreement "), by and among The Raymond F. Kravis Center for the
Performing Arts (the "Borrower"), Palm Beach County, Florida (the "Issuer") and the
Internal Revenue Service (the "Service").
Summary: Resolution No. 2002 -0681 authorized issuance of industrial development
bonds for The Raymond F. Kravis Center for the Performing Arta Project, Series 2002
(the "Bonds "). A review of the Bonds by the Service concluded that the Borrower failed
to meet certain requirements of Section 103 of the Internal Revenue Code, The
Closing Agreement settled certain matters covered under the Service's examination,
resulting in the Borrower paying $320,000 and redeeming a portion of the outstanding
Bonds. The parties have executed the Closing Agreement and it should now be
received and filed in the Minutes Department. Countywide (PFK)
Background and Justification: Section 13 of Resolution No. 2002 -0681 authorized
the Chair's execution of the Closing Agreement on behalf of the Issuer. The Minutes
Department has requested that the Closing Agreement be presented as "receive and
file" for acceptance Into the official records of the Board of County Commissioners of
Palm Beach County.
Attachments:
1. Closing Agreement on Final
March 11, 2010
Recommended by:
Approved by:
Covering Specific Matters dated
Date
10
CLOSING AGREEMENT ON FINAL DETERMINATION
COVERING SPECIFIC MATTERS
Under section 7121 of the internal Revenue Code of 1986, as amended (the "Code'),
Palm Beach County, EIN 69. 6000785, (the "Issuer"), The Raymond F. Kravis Center for
the Performing Arts, EIN 59- 2245054, (the "Borrower7, and the Commissioner.0f
Internal Revenue (the "Service "), make this closing agreement (the "Agreement").
WHEREAS, the parties have determined the following facts and made the following
legal conclusions and representations:
A. This Agreement la in settlement of Issues raised In an examination of the
$41,500,000 Variable Rate Demand Revenue Bonds (The Raymond R Kravis
Center for the Performing Arta Project) Series 2002, dated June 3, 2002, and
Issued June 4, 2002 (the °Bondsj,
B. The Service has conducted an examination of the Bonds and concluded that the
Bonds fail to meet the requirements of section 103 of the Code as a result of
private business use of Ballroom Level 1 of the Cohen Pavillon. Consequently,
95% of net proceeds were not used for the qualified purpose as required under
Section 145(a) (2) (B) of the Code.
C. The Service has not formally asserted any claims against the Issuer, or the
Borrower, or sought to tax any holders of the Bonds on Interest Income on the
Bonds.
D. The Issuer, the Borrower, and the Service desire to settle the issues raised
during the examination of the Bonds.
E. The terms of this Agreement were arrived at by negotiation between the Issuer,
the Borrower, and the Service, and may differ from the terms of settlement of
other bond issues examined or to be examined by the Service.
F. This Agreement Is for the benefit of the past, present and future registered and
beneficial owners of the Bonds (collectively, "the Bondholders ").'
NOW, IT IS HEREBY DETERMINED AND AGREED PURSUANT TO THIS CLOSING
AGREEMENT EXECUTED BY THE PARTIES HERETO UNDER CODE SECTION 7121
THAT FOR FEDERAL INCOME TAX PURPOSES:
I. Prior to the execution and delivery of this Agreement, sum of $320,000 (Three
Hundred Twenty Thousand Dollars) (the `Settlement Amount") will be paid to the
Service As the Electronic Federal Tax Payment System and In accordance with
the directions contained in Exhibit of this Agreement. Payment of the
Settlement Amount shall not be made from proceeds of bonds described In
section 103(a) of the Code.
Page I of
CLOSING AGREBMBNT between Palm Beach County, Florida (BIN 596000785), Pot Issuer; The
Raymond F. Kravis Center for the Performing Arta (BIN 59- 2245054), the Borrower, and thu ittarnat
Revenue service
b) it is subject to sections of the Code that expres* provide that effect be
given to theft provisions (including any stated exceptions for section
7122) notwithstanding any other law or rule of law; and
c) if it relates to a tax period ending after the effective date of this
agreement, It is subject to any law enacted after the Agreement date that
applies to that tax period.
By signing, the above parties certify that they have read and agreed to the terms of this
Agreement.
Palm Beach County, Florida
59.6080786
SIGNATURe'
i?,,tr" AAA -4-9 OrJ
NAME (PLEASE PRINT)
C1lAtPA j ACC.
APPROVED AS TO FORM TITLE l
AN LEQAL S FFICIENCY 3 + ti / 1 o
o,,^ 1�} DATE
COUNTY~ RNEV-
CONDUIT BORROWER: The Raymond F v7 "enta for the Performing Arts
MN: 59- 2245054
BY:
SIGNATURE
NAME (PLEASE PRINT)
C i1a'i,c.N r1'ni
TITLE
DATE
Pago 3 of5
CLOSING AGREEMENT between Palm Beach County, Florida (BIN 59- 6000785), the Issuer; The
Raymood F. Kravis Centet for the Performing Arft (RIN 59. 2245054), the Borrower, and the internal
Revenue Sorvice
Exhibit A
Taxpayer Information Worksheet for
Electronic Federal Tax Payment System Deposit
This Agreement requires the electronic deposit of an amount to the U.S. Treasury
through the Electronic Federal Tax Payment System (EFTPS) as a term for resolution of
certain identified matters related to the tax - exempt treatment of Interest Income paid on
a municipal obligation. This payment must be deposited in accordance with the
directions contained in this Exhibit.
Please carefully review the taxpayer information listed below and immediately report any
errors to the IRS Tax Exempt Bonds employee assigned to your case. If, to the best of
your knowledge, the information is correct, then please deposit all required payments
through the EFTPS (either EFTPS — Direct or EFTPS — through a Financial Institution)
accurately and in accordance with this information and the terms of this Agreement
1. Total Amount of Tax Deposit $320,00
2. Taxpayer's Employee Identification Number (EIN): 68.8000788
3. Taxpayer Name Control (4 characters): PALM
4. Taxpayer Name (up to 36 characters): PAf.M 13EACH COUNTY, FLORIDA
5. Tax Type (5 characters): 80384
6. Tax Year (2 digits): 02
7. Tax Month (2 digits): 106
Your financial Institution may cast the EFTPS Financial Institution Welpline for questions
or assistance at 1- 800.605.9876 (Monday— Friday, 8:00 a.m. — 8:00 p.m., Easterh
Standard Time),
NOTE: If you are lint enrolled in EFTPS — Direct or EFTPS — through a Fine noial
Institution, or otherwise wish to use the Same Day Payment option, then please provide
your financial Institution with the information listed above and direct them to accurately
deposit your payments utilizing the following routing and account numbers;
Routing Number (RTN): 061030164 FRB MPLS ETA
Account Number: 20092900
It the financial institution has difficulty transmitting the EFTPS same -day payment,
Please Cali i- 800- 382 -0046 (Monday — Friday, 7:45 a.m. —4:30 p.m. Central Standard
Time) to receive assistance from a Customer Service Representative at the Minneapolis
Federal Reserve Bank.
Page 5 of 5
Page 1 of 1
Carlton, Roger
From: Zamira Ramirez [zramirez @bmolaw.com] on behalf of Jolinda Herring gherring @bmolaw.com]
Sent: Wednesday, April 21, 2010 9:07 AM
To: Carlton, Roger
Subject: City of South Miami
Hi Roger:
Thank you for meeting with me and Dick Montalbano on yesterday. As promised, attached
is the communication related to the issue on the parking garage. Please feel free to call me if
you have questions.
JoLinda Herring
Bryant Miller Olive
One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374 -0895
iolinda @bmolaw.com
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S. federal tax advice contained in this
communication (including any attachments), unless otherwise specifically stated, was not
intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to another
party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to which it is
addressed and may contain confidential information and /or attachments that are legally privileged. If you are not
the intended recipient, any review, use, dissemination, distribution or copying of this e -mail is strictly prohibited.
If you have received this e -mail in error, please notify us immediately by return e -mail or by telephone and delete
this message. Please note that if this e -mail contains a forwarded message, an attachment, or is in reply to a prior
message, some or all of the contents of this message may not have been produced by Bryant Miller Olive P.A.
4/22/2010
South Miami and interiocal question Page I of I
Jolinda Herring
From: Melanie Gillespie [MGillespie @flcities.com]
Sent: Wednesday, July 16, 2008 3:27 PM
To: Jolinda Herring
Subject: South Miami and interiocal question
I spoke with the new FD at South Miami and they are working on a new management contract that they will send
to us. After today, I am out until next Tuesday and will check in with her again until we get something.
Also, the other borrower who has the library does have an interlocal with the county. When I receive it, I will
forward to you.
Thanks.
Melanie ,jillespie
Loan `5clviccs Manager
L[orida League of Cities, kc..
850.'01.364 1 direct
850.3L0.Oi84 mo[�i�e.
850.222. 806 fax iq. -digit code:.5 '+
4/20/2010
Message
Jolinda Herring
From: Jolinda Herring
Sent: Tuesday, June 03, 2008 11:04 AM
To: 'Luis Figueredo'
Subject: FW: City of South Miami
Fli Luis:
Just checking to see if the Management Contract has been approved yet?
- - - -- Original Message---- -
From: Jolinda Herring
Sent: Tuesday, April 29, 2008 3:28 PM
To. 'Luis Figueredo'
Subject: City of South Miami
Hi Luis:
Page 1 of I
Just checking to see how the Management Contract was progressing for the City of South
Miami. Please let me know if there is anything I can do.
JoLinda Herring
Bryant Miller Olive
One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374 -0895
jolinda@bmolaw.com
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S. federal tax advice contained in this
communication (including any attachments), unless otherwise specifically stated, was not
intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to another
party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to which it is
addressed and may contain confidential information and /or attachments that are legally privileged. If you are not
the. intended recipient, any review, use, dissemination, distribution or copying of this e-mail is strictly prohibited.
If you have received this e-mail in error, please notify us immediately by return e-mail or by telephone and delete
this message. Please note that if this e-mail contains a forwarded message, an attachment, or is in reply to a prior
message, some or all of the contents of this message may not have been produced by Bryant Miller Olive P.A.
4/20/2010
Message
Jolinda Herring
From:
Jolinda Herring
Sent:
Tuesday, March 25, 2008 9:53 AM
To:
Len Marcinko
Subject: FW: FMLC conf. call with the City of South Miami
Attachments: FMLC conf. call with the City of South Miami
Tracking: Recipient Delivery
Len Marcinko Delivered: 3/25/2008 9:53 AM
Len,
Page I of 2
Can you participate on this call? Bob Reid has been helping, but will be out after today.
JoLinda Herring
Bryant Miller Olive
'One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374-0895
johnda@bmolaw.com
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S. federal tax advice contained in this
communication (including any attachments), unless otherwise specifically stated, was not
intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to another
party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to which it is
addressed and may contain confidential information and/or attachments that are legally privileged. If you are not
the intended recipient, any review, use, dissemination, distribution or copying of this e-mail is strictly prohibited.
If you have received this e-mail in error, please notify us immediately by return e-mail or by telephone and delete
this message. Please note that if this e-mail contains a forwarded message, an attachment, or is in reply to a prior
message, some or all of the contents of this message may not have been produced by Bryant Miller Olive P.A.
- - -- ;.Original Message---- -
From: Hudgins, Debra [ mailto: debra .hudgins @bankofamerica.com]
Sent: Tuesday, March 25, 2008 9:48 AM
To: Mason, Linda A; Garrett, Patricia A; Gough, Glenn P; mgmenendez @cityofsouthmiami.net; Mark Raymond;
Jeannie Garner; mglllespie @ficities.com; Jolinda Herring
Subject: FMLC conf. call with the City of South Miami
4/20/2010
Message
When: Thursday, March 27, 2008 11:00 AM -11:30 AM (GMT- 05:00) Eastern Time (US & Canada).
Where: Bridgeline: (866) 285 -7712 Passcode: 4625817
4/20/2010
Page 2 of 2
Jolinda Herrin
From:
Bob Reid
Sent:
Monday, March 24, 2008 10:10 AM
To:
Jolinda Herring
Subject:
Re: Sunshine State - City of South Miami
Anything related to this project.
C1118 ' ,I
Bryant Miller Olive
101 North Monroe Street, Suite 900
Tallahassee, Florida 32301
(850) 222 -8611
(850) 222 -8969 (fax)
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS under
Circular 230, we inform you that any U.S. federal tax advice contained in this communication
(including any attachments), unless otherwise specifically stated, was not intended or written to be
used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code
or (2) promoting, marketing or recommending to another party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to which it
is addressed and may contain confidential information and /or attachments that are legally privileged.
If you are not the intended recipient, any review, use, dissemination, distribution or copying of this e-
mail is strictly prohibited. If. you have received this e -mail in error, please notify us immediately by
return e -mail or by telephone and delete this message. Please note that if this e -mail contains a
forwarded message, an attachment, or is in reply to a prior message, some or all of the contents of this
message may not have been produced by Bryant Miller Olive P.A.
- - -- Original Message - - - --
From: Jolinda Herring
To: Bob Reid
Sent: Mon Mar 24 09:49:012008
Subject: RE: Sunshine State - City of South Miami
Would that make the whole transaction taxable? Even the outstanding loan?
JoLinda Herring
Bryant Miller Olive
One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374 -0895
jolinda@bmolaw.com <mailto:jolinda@bmolaw.com>
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS under
Circular 230, we inform you that any U.S. federal tax advice contained in this communication
(including any attachments), unless otherwise specifically stated, was not intended or written to be
used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code
or (2) promoting, marketing or recommending to another party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to which it
is addressed and may contain confidential information and /or attachments that are legally privileged.
If you are not the intended recipient, any review, use, dissemination, distribution or copying of this e-
mail is strictly prohibited. If you have received this e -mail in error, please notify us immediately by
return e -mail or by telephone and delete this message. Please note that if this e -mail contains a
forwarded message, an attachment, or is in reply to a prior message, some or all of the contents of this
message may not have been produced by Bryant Miller Olive P.A.
- - - -- Original Message---- -
From: Bob Reid
Sent: Sunday, March 23, 200811:45 AM
To: Jolinda Herring
Subject: Sunshine State - City of South Miami
JoLinda, I am troubled by the City lease with MRP. The lease results from a Settlement
agreement between the City and MRP which requires the city to go forward with the development,
and the developer /lessee (MRP) to pay rent plus all bond debt service. The Leae is for a 50 year term
(does not fit any exception for management contracts). The rent is set forth in section 5 (and includes
a cross reference to 9.1.2(c) that does not make sense). This agreement appears to require a lot of
reworking to make it work and keep the Sunshine State loan tax exempt. We can try and chat
Monday, but Tuesday would be better. I will be out of the Country from Wednesday until April 8.
Bob Reid
Bryant Miller Olive
101 North Monroe Street, Suite 900
Tallahassee, Florida 32301
(850) 222 -8611
(850) 222 -8969 (fax)
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S. federal tax advice contained in this communication
(including any attachments), unless otherwise specifically stated, was not intended or written to be
used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code
or (2) promoting, marketing or recommending to another party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to
which it is addressed and may contain confidential information and /or attachments that are legally
privileged. If you are not the intended recipient, any review, use, dissemination, distribution or
copying of this e -mail is strictly prohibited. If you have received this e -mail in error, please notify us
immediately by return e -mail or by telephone and delete this message. Please note that if this e -mail
contains a forwarded message, an attachment, or is in reply to a prior message, some or all of the
contents of this message may not have been produced by Bryant Miller Olive P.A.
Message
Jolinda Herring
From: Jolinda Herring
Sent: Monday, March 03, 2008 2:05 PM
To: 'Luis Figueredo'
Subject: RE: South Miami
Attachments: City of South Miami
See the attached e-mail. Let me know if you need anything else.
JoLinda Herring
Bryant Miller Olive
One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374 -0895
lj inda @bmolaw.com
Page I of 2
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S, federal tax advice contained in this
communication (including any attachments), unless otherwise specifically stated, was not
intended or written to be used, and cant-tot be used, for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to another
party any matters addressed herein.
NOTICE TO RECIPIENT: This e-mail message is intended only for the individual or entity to which it is
addressed and may contain confidential information and /or attachments that are legally privileged. If you are not
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- - - -- Original Message---- -
From: Luis Figueredo [maiito:lfigueredo @ngf- law.comj
Sent: Monday, March 03, 2008 1:58 PM
To: Jolinda Herring
Subject: South Miami
Jolinda,
Please let me know when we can expect the documentation we discussed during our conference call on
Thursday. Thank you.
Luis
4/20/2010
Message
Luis R. Figueredo,
Nagin Gallop & Figueredo, P.A.
18001 Old Cutler Road, Suite 556
Palmetto Bay, Florida 33157
Telephone: (305)854-5353
Facsimile: (305)(854 -5351
LFioueredo@nof -law cote
4/20/2010
Page 2 of 2
Message
Jolinda Herring
From: Jolinda Herring
Sent: Friday, February 29, 2008 10:05 AM
To: Patti Garrett; mark.raymond @hkiaw.com
Subject: City of South Miami
Page I of 1
BMO had a call with the City of South Miami and the City Attorney to discuss the parking
garage after review of the Lease Agreement. It was concluded that the Lease Agreement
would cause the Loan/Bonds to be private activity bonds. The City has agreed to amend the
lease to comply with the Qualified Management Contract rules. They expect to have it
completed within the next 60 days.
JoLinda Herring
Bryant Miller Olive
One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374 -0895
iolinda @bmolaw.com
.
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S, federal tax advice contained in this
communication (including any attachments), unless otherwise specifically stated, was not
intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to another
party any matters addressed herein.
NOTICE TO RECIPIENT: This e-mail message is intended only for the individual or entity to which it is
addressed and may contain confidential information and /or attachments that are legally privileged. If you are not
the intended recipient, any review, use, dissemination, distribution or copying of this e-mail is strictly prohibited.
If you have received this e-mail in error, please notify us immediately by return e-mail or by telephone and delete
this message. Please note that if this e-mail contains a forwarded message, an attachment, or is in reply to a prior
message, some or all of the contents of this message may not have been produced by Bryant Miller Olive P.A.
4/20/2010
Message
Jolinda Herring
From:
Jolinda Herring
Sent:
Thursday, February 28, 2008 11:54 AM
To:
'Imares @ngf- law.com'
Cc:
Bob Reid
Subject:
City of South Miami
Attachments: 0028_999900_20080228_114539. pdf
Tracking: Recipient Delivery
lmares @ngf- law.com'
Bob Reid Delivered: 2/28/2008 11:54 AM
Page I of I
Attached is IRS Revenue Procedure 97 -13 and a general explanation of the Revenue
Procedure. Please do not hesitate to call me if you have questions. I will send an example
contract under separate cover within the next day or two.
JoLinda Herring
Bryant Miller Olive
One Biscayne Tower
2 South Biscayne Boulevard, Suite 1480
Miami, Florida 33131
Telephone: (305) 374 -7349
Fax: (305) 374 -0895
jolinda@bmolaw.com
TAX ADVICE DISCLOSURE: To ensure compliance with requirements imposed by the IRS
under Circular 230, we inform you that any U.S. federal tax advice contained in this
communication (including any attachments), unless otherwise specifically stated, was not
intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties
under the Internal Revenue Code or (2) promoting, marketing or recommending to another
party any matters addressed herein.
NOTICE TO RECIPIENT: This e -mail message is intended only for the individual or entity to which it is
addressed and may contain confidential information and /or attachments that are legally privileged. If you are not
the intended recipient, any review, use, dissemination, distribution or copying of this e-mail is strictly prohibited.
If you have received this e-mail in error, please notify us immediately by return e -mail or by telephone and delete
this message. Please note that if this e-mail contains a forwarded message, an attachment, or is in reply to a prior
message, some or all of the contents of this message may not have been produced by Bryant Miller Olive P.A.
4/20/2010
Message Page 1 of 1
1
Jolinda Herring
From: Betty Ramirez
Sent: Wednesday, February 27, 2008 9:31 AM
To: Jolinda Herring
Subject: Luis Figueredo returned your call 305 -854 -5353
Betty Ramirez
Bryant Miller Olive
One Biscayne Tower
2 S. Biscayne Boulevard, Suite 1480
Miami, Florida 33131
(305) 374 -7349
(305) 374 -0895 (fax)
bramirez@bmolaw.com
NOTICE TO RECIPIENT: This e-mail message is intended only for the individual or entity to which it is addressed and may contain confidential
information and /or attachments that are legally privileged. If you are not the intended recipient, any review, use, dissemination, distribution or
copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify us immediately by return e-mail or by telephone
and delete this message. Please note that if this e-mail contains a forwarded message, an attachment, or is in reply to a prior message, some or all of
the contents of this message may not have been produced by Bryant Miller Olive P.A.
4/20/2010