1a1 ORDINANCE NO. __
2 An Ordinance of the Mayor and City Commission of the City of South
3 Miami, Florida authorizing a loan in a principal amount not to exceed
4 $7,900,000.00 to refund certain of the City's outstauding indebtedness, to pay
5 the Internal Revenue Service amounts owed pursuant to certain settlement
6 agreements and related costs thereof and to pay the costs of issuance of such
7 loan; approving the form of a taxable Revenue Note, Series 2011 and loan
8 agreement; authorizing certain officials of the City to take any actions
9 required and to enter into any documents necessary for the prepayment of its
10 loans with SunTrust Bank and the Florida Municipal Loan Council
11 iucluding, if necessary, executing on behalf of the City one or more escrow
12 deposit agreements.
13 WHEREAS, the City of South Miami, Florida (the "Issuer"), jointly with the Florida
14 Municipal Loan Council ("FMLC") made a submission to the Internal Revenue Service ("IRS")
15 under the Voluntary Closing Agreement Program ("VCAP") to resolve issues arising in
16 connection with the financing of a parking garage in the City of South Miami from a portion of
17 the proceeds of (i) the FMLC's Revenue Bonds, Series 2002A (the "2002 FMLC Bonds"), which
18 proceeds were loaned to the Issuer pursuant to a Loan Agreement dated as of May 1, 2002
19 between the Issuer and the FMLC (the "First FMLC Loan"), and (ii) the FMLC's Revenue
20 Bonds, Series 2006 ("2006 FMLC Bonds"), which proceeds were loaned to the Issuer pursuant to
21 a Loan Agreement dated as of December 1, 2006 between the Issuer and the FMLC (together
22 with the First FMLC Loan, the "FMLC Loans"), and the Issuer, separately but as part of the
23 same submission to the IRS, requested resolution of the same issues as to a portion of a Loan
24 Agreement between the City and SunTrust Bank (the "Bank"), dated as of April 7, 2009 (the
25 "2009 Loan"), which submission was accepted by the IRS under VCAP; and
26 WHEREAS, theIRS made a proposal (i) to the Issuer and the FMLC jointly to enter into
27 a closing agreement to resolve all issues for the 2002 FMLC Bonds and the 2006 FMLC Bonds
28 and (ii) to the Issuer to enter into a closing agreement to resolve all issues for the 2009 Loan
29 (such closing agreements referred to herein collectively as the "Closing Agreements"); and
30 WHEREAS, the Issuer, pursuant to Resolution No. 83-11-13397 adopted on May 26,
31 2011, accepted the IRS offer and agreed to enter into the Closing Agreements in substantially the
32 form negotiated with the IRS, contingent only on the Issuer's payment of the agreed upon
33 settlement amount and the Issuer's prepayment of the 2009 Loan and the FMLC's defeasance and
34 redemption, as applicable, of a portion of the 2002 FMLC Bonds and the 2006 FMLC Bonds
35 from funds provided by the Issuer, in the amounts prescribed by the IRS in the Closing
36 Agreements; and
37 WHEREAS, in furtherance of the Closing Agreements with the IRS, the Issuer desires to
38 issue its Taxable Revenue Note, Series 2011 (the "Note") to provide funds to finance on a
39 taxable basis (i) the refinancing of the hereinafter defined Refinanced Loans, (ii) the payment of
40 the settlement amount owed to the IRS pursuant to the Closing Agreements and costs related
41 thereto and (iii) the payment of costs of issuance of the loan and Note; and
1 WHEREAS, after review of proposals submitted by a number of banks in response to a
2 request for proposals issued by the Issuer, the Issuer's financial advisor, First Southwest
3 Company (the "Financial Advisor") has recommended that the Issuer award the purchase and
4 sale of the Note to SunTrust Bank (the "Bank") with the interest rate, maturities, redemption
5 provisions and other terms established herein or in the Loan Agreement (defined below) or the
6 Note;
7 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
8 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT:
9 Section 1. Authority for this Ordinance. This Ordinance is enacted pursuant to Article
10 VIII, Section 2 of the Constitution of the State of Florida, Part II, Chapter 166, Florida Statutes,
11 and other applicable provisions oflaw (collectively, the "Act").
12 Section 2. Definitions. Words and phrases used herein in capitalized form and not
13 otherwise defined herein (including, without limitation, in the preamble hereto) shall have the
14 meanings ascribed thereto in the Loan Agreement (hereinafter defined) and, in addition, the
15 following words and phrases shall have the following meanings:
16 "Authorized Signatories" means the Mayor or Vice Mayor of the Issuer, or in their
17 absence or unavailability, the City Manager of the Issuer, and the Clerk.
18 "Clerk" shall mean the Clerk of the Issuer, or such other person as may be duly
19 authorized to act on her behalf, including, without limitation, the Deputy Clerk.
20 "Loan Amount" means not to exceed $7,900,000.00
21 . Section 3. Authorization of Transaction. In order to obtain funds to (i) refinance the
22 2009 Note Loan in whole and portions of the FMLC Loans required to be refinanced in order to
23 comply with the Closing Agreement relating to the 2002 FMLC Bonds and the 2006 FMLC
24 Bonds (collectively, the "Refinanced Loans"), (ii) the payment of the settlement amount owed to
25 the IRS pursuant to the Closing Agreements and costs related thereto, and (iii) pay the costs of
26 issuance of the Note, the Issuer is authorized to obtain a taxable loan (the "Loan") and to borrow
27 an amount not to exceed the Loan Amount from the Bank.
28 Because of prevailing and anticipated market conditions and the nature of the Loan, and
29 taking into account the advice of the Finance Financial Advisor, it is not feasible, cost-effective
30 or advantageous for the Issuer to enter into the Loan through a competitive sale, and it is in the
31 best interest of the Issuer to accept the Loan from the Bank in a principal amount not to exceed
32 the Loan Amount, at a negotiated sale upon the terms and conditions outlined herein and in the
33 Loan Agreement and the Note and as determined by the Authorized Signatories executing the
34 Loan Agreement and the Note in accordance with the terms hereof.
35 Prior to its execution and delivery of the Loan Agreement and the Note, the Issuer shall
36 have received from the Bank a disclosure statement containing the information required by
37 Section 218.385(6), Florida Statutes, and a Truth-in-Bonding Statement pursuant to Section
38 218.385(2) and (3), Florida Statutes, and no further disclosure is or shall be required by the
39 Issuer.
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1 Section 4. Loan Agreement and Note. The Issuer is authorized to execute a Loan
2 Agreement with the Bank in substantially the form attached hereto as Exhibit "A" (the "Loan
3 Agreement") and to make and deliver to the Bank the Note in substantially the form attached to
4 the Loan Agreement. The forms and terms of the Loan Agreement attached hereto and the Note
5 attached to the Loan Agreement are hereby approved, and the Authorized Signatories are
6 authorized to execute and deliver the same, with such changes, insertions, omissions and filling
7 of blanks as may be approved by the Authorized Signatories, such approval to be conclusively
8 evidenced by the execution thereof by the Authorized Signatories.
9 Section 5. Loan Agreement and Note Not to be General Obligation or
10 Indebtedness of the Issuer. The Loan Agreement and Note and the obligations of the Issuer
11 thereunder shall not be deemed to constitute general obligations or a pledge of the faith and
12 credit of the Issuer, the State of Florida or any political subdivision thereof within the meaning of
13 any constitutional, legislative or charter provision or limitation, but shall be payable solely from
14 and secured by a lien upon and a pledge of (i) the Non-Ad Valorem Revenues actually budgeted
15 and appropriated and deposited into the Revenue Note, Series 2011 Debt Service Account, which
16 is hereby created (the "Debt Service Account"), to pay debt service payments and any other
17 amounts due and payable on or under the Loan Agreement and the Note and (ii) all funds on
18 deposit in the Debt Service Account (including any investment securities on deposit therein) and
19 all investment eamings on any such funds (collectively, the "Pledged Funds"), in the marmer and
20 to the extent herein and in the Loan Agreement provided. No holder or owner of the Note shall
21 ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem
22 taxing power of the Issuer or any other political subdivision of the State of Florida or taxation in
23 any form on any real or personal property for any purpose, including, without limitation, for the
24 payment of debt service with respect thereto, or to maintain or continue any activities of the
25 Issuer which generate user service charges, regulatory fees or other non-ad valorem revenues,
26 nor shall any holder or owner of the Note be entitled to payment of such principal and interest
27 from any other funds of the Issuer other than the Pledged Funds, all in the manner and to the
28 extent herein and in the Loan Agreement provided. The Loan Agreement and the Note and the
29 indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of
30 the Issuer, or any part thereof, or any other tangible personal property of or in the Issuer, but
31 shall constitute_a lien only on the Pledged Funds,.all in the marmer and to the extent provided
32 herein and in the Loan Agreement.
33 Funds in the Debt Service Account, until applied to the payment of debt service on the
34 Note, may be invested in investments authorized by law and meeting the Issuer's written
35 investment policy and as permitted hereby, which investments shall mature no later than the date
36 on which moneys therein shall be needed to pay debt service on the Note.
37 Section 6. Pledge. The payment of the principal of and interest under the Loan
38 Agreement and the Note shall be secured forthwith equally and ratably by an irrevocable lien on
39 the Pledged Funds, all in the marmer and to the extent provided herein and in the Loan
40 Agreement. The Issuer does hereby irrevocably pledge such Pledged Funds to the payment of
41 the principal of, premium, if any, and interest under the Loan Agreement and the Note.
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1 Section 7. Approval of Refunding and Payments under Closing Agreements.
2 The refinancing of the Refinanced Loans is hereby approved and authorized, subject to the
3 issuance of the Note for such purpose in accordance with the terms hereof.
4 There is hereby authorized the giving of notice by the Issuer, to the extent required by the
5 terms of the documents related to the Refinanced Loans, with respect to the Refinanced Loans.
6 The Authorized Signatories are each hereby authorized to take the necessary actions and to
7 execute the necessary documents to provide for the giving of such notice in accordance with the
8 terms of the applicable documents for the Refinanced Loans. Further, if after consultation with
9 the Financial Advisor and the City Attorney, it is determined to be necessary to enter into one or
1 0 more Escrow Deposit Agreements with FMLC and an escrow agent selected by FMLC to
11 defease either or both of the 2002 FMLC Bonds or the 2006 FMLC Bonds, the Authorized
12 Signatories are each authorized to enter into such agreements and the Issuer is authorized to pay
13 any fees and expenses related thereto.
14 The Issuer, pursuant to Resolution No. 83-11-13397 adopted on May 26, 2011, has
15 previously authorized the City Manager to enter into the Closing Agreements with the IRS.
16 Subject to the issuance of the Note, the Issuer hereby authorizes the payment of the amounts due
17 under the Closing Agreements and related costs thereto, including, without limitation, the
18 counsel fees of the FMLC, as may be appropriate, from proceeds of the Loan.
19 Section 8. Authorizations. The Authorized Signatories are hereby authorized to
20 execute and deliver on behalf of the Issuer the Loan Agreement and the Note as provided hereby.
21 All officials and employees of the Issuer, including, without limitation, the Authorized
22 Signatories, are authorized and empowered, collectively or individually, to take all other actions
23 and steps, and to execute all instruments, documents, and contracts on behalf of the Issuer, as
24 they shall deem necessary or desirable in connection with the completion of the Loan and the
25 carrying out of the intention of this Ordinance and the refinancing of the Refinanced Loans. The
26 City Attorney is hereby authorized to approve the form and sufficiency of the Loan Agreement,
27 Note and Escrow Deposit Agreement(s) and to take all other actions and steps necessary or
28 desirable in connection with the completion of the Loan and the carrying out of the intention of
29 this Ordinance and therefinancing of the Refinanced Loans.
30 Section 9. Separate Accounts. The moneys required to be accounted for in the Debt
31 Service Account may be deposited in a single bank or other account, and funds allocated to such
32 accounts may be invested, together with other funds of the Issuer, in a common investment pool,
33 provided that adequate accounting records are maintained to reflect and control the restricted
34 allocation of moneys on deposit therein and such investments for the various purposes of such
35 accounts. The designation and establishment of the Debt Service Account shall not be construed
36 to require the establishment of any completely independent, self-balancing funds or accounts, but
37 rather is intended solely to constitute an earmarking of certain revenues for certain purposes.
38 Section 10: Codification. The provisions of this Ordinance shall become and be made
39 part of the Code of Ordinances of the City of South Miami as amended; that the sections of this
40 Ordinance may be renumbered or re-Iettered to accomplish such intention; and that the word
41 "ordinance" may be changed to "section" or other appropriate word.
42
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1 Section 11. Severability. If any section, clause, sentence, or phrase ofthis Ordinance is
2 for any reason held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in
3 any context by a court of competent jurisdiction, this holding or finding shall not affect any other
4 provision herein or render any other provision (or such provision in any other context) invalid,
5 inoperative or unenforceable to any extent whatever.
6 Section 12. Ordinances in Conflict. All ordinances or parts of ordinances and all
7 section and parts of sections of ordinances in direct conflict herewith are hereby repealed.
8 However, it is not the intent of this section to repeal entire ordinances, or parts of ordinances,
9 that give the appearance of being in conflict when the two ordinances can be harmonized or
10 when only a portion of the ordinance in conflict needs to be repealed to harmonize the
11 ordinances. If the ordinance in conflict can be harmonized by amending its tenns, it is hereby
12 amended to harmonize the two ordinances. Therefore, only that portion that needs to be repealed
13 to harmonize the two ordinances shall be repealed.
14
15 Section 13. Applicable Provisions of Law. This Ordinance shall be governed by and
16 construed in accordance with the laws of the State of Florida.
17 Section 14. Effective Date. This Ordinance shall become effective ten days after
18 enacted.
19 PASSED AND ENACTED this __ day of _____ , 2011.
20 ATTEST:
21
22 CITY CLERK
23 1st Reading-
24 2nd Reading -
25
26 READ AND APPROVED AS TO FORM:
27
28
29 Thomas F. Pepe, Esq.
30 Office of City Attorney
31
32
33
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APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Newman:
Commissioner Beasley:
Commissioner Palmer:
Commissioner Harris:
EXHIBIT "AI! TO ORDINANCE
FORM OF LOAN AGREEMENT
LOAN AGREEMENT
This LOAN AGREEMENT (the "Agreement") is made and entered into as of_-:-__
1,2011, and is by and between the City of South Miami, Florida, a municipal corporation of
the State of Florida, and its successors and assigns (the "Issuer"), and SunTrust Bank, a Georgia
banking corporation, and its successors and assigns, as holder(s) 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 HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01 Definitions. The words and terms used in capitalized form in this
Agreement shall have the meanings as set forth in the recitals above and the following words and
terms as used in this Agreement shall have the following meanings:
"Act" means Part II, Chapter 166, Florida Statutes, Article VIII, Section 2, Constitution
ofthe State of Florida, and other applicable provisions oflaw.
"Agreement" means this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Annual Budget" means the budget or budgets, as amended and supplemented from time
to time, prepared by the Issuer for each Fiscal Year in accordance with the laws of the State of
Florida.
"Annual Debt Service" means, as of any particular date of calculation, the annual debt
service requirement for all Debt in each such Bond Year except that with respect to any Debt for
which amortization installments have been established, the amount of principal coming .. due. on
the final maturity date with respect to such Debt shall be reduced by the aggregate principal
amount of such Debt that is to be redeemed or paid from amortization installments to be made in
prior Bond Years.
"Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Bank is lawfully closed.
"Commission" means the City Commission of the Issuer.
"Consistent Basis" means, in reference to the application of GAAP, that the accounting
principles observed in the period referred to are comparable in all material respects to those
applied in the preceding period, except as to any changes consented to by the BanJe
"Debt" means as of any date and without duplication, all of the following to the extent
that they are payable in whole or in part from any Non-Ad Valorem Revenues: (i) all obligations
of the Issuer for borrowed money or evidenced by bonds, debentures, notes or other similar
instruments; (ii) all obligations of the Issuer to pay the deferred purchase price of property or
services, except trade accounts payable under normal trade terms and which arise in the ordinary
course of business; (iii) all obligations of the Issuer as lessee under capitalized leases; and (iv) all
indebtedness of other persons to the extent guaranteed by, or secured by Non-Ad Valorem
Revenues of, the Issuer.
"Debt Service Account" means the Taxable Revenue Note, Series 2011 Debt Service
Account established by the Ordinance from which the Issuer shall make payments of the
principal of, interest on and any redemption or prepayment premiums with respect to the Loan
under the Note.
"Event of Default" means an event of default specified in Article VI 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 period of twelve consecutive months as may hereafter be
designated .. asthe .. fiscal year of the Issuer by general law.
"Loan" means the loan by the Bank to the Issuer contemplated hereby.
"Loan Amount" means $7,900,000.00.
"Loan Documents" means this Agreement and the Note.
"Maximum Annual Debt Service" means, as of any particular date of calculation, the
largest Annual Debt Service in any Bond Year.
"Non-Ad Valorem Revenues" means all revenues of the Issuer derived from any source
whatsoever other than ad valorem taxation on real and personal property, including, without
limitation, investment income, which are legally available for the payment by the Issuer of debt
service on the Note or Non-Self-Supporting Revenue Debt, including, without limitation, legally
available non-ad valorem revenues derived from sources subject to a prior pledge thereof for the
payment of other obligations of the Issuer and available after payment of principal and interest
2
on such other obligations, but excluding revenues derived from the revenues of any enterprise
fund of the Issuer, except to the extent that revenues derived from such sources have been
deposited into the Issuer's General Fund.
"Non-Self-Supporting Revenue Debt" means obligations evidencing indebtedness for
borrowed money, including the Note, (i) the primary security for which is provided by a
covenant of the Issuer to budget and appropriate Non-Ad Valorem Revenues of the Issuer for the
payment of debt service on such obligations, or (ii) primarily secured or payable from another
source of funds, but with respect to which the Issuer has also covenanted to budget and
appropriate Non-Ad Valorem Revenues of the Issuer for the payment of debt service on such
obligations, provided that obligations described in this clause (ii) shall only be considered Non-
Self-Supporting Revenue Debt to the extent the Issuer has included in its budget (by amendment
or otherwise) the payment of such Non-Ad Valorem Revenues pursuant to such covenant to pay
debt service on such obligations. "Non-Self-Supporting Revenue Debt" shall expressly not
include indebtedness payable from the revenues of a utility system, or any other enterprise fund
of the Issuer, which are pledged to the payment of such indebtedness.
"Note" means the Issuer's Revenue Note, Series 2010B in the form attached hereto as
Exhibit "B."
"Notice Address" means,
As to the Issuer:
As to the Bank:
City of South Miami
Attn: City Manager
6130 Sunset Drive
South Miami, Florida 33143
Email address:
SunTrust Bank
Attn: Steve T. Leth
8699 NW 36 Street
Miami, Florida 33131
Email address:steve.leth@suntrust.com
or to such other address (or e-mail address for electronic communications) as either party may
have specified in writing to the other using the procedures specified in Section 7.06.
"Ordinance" means an Ordinance related to this Agreement and the Note enacted by the
Commission on , 2011.
"Person" means an individual, corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or other judicial entity.
"Pledged Funds" means (i) the Non-Ad Valorem Revenues budgeted and appropriated
and deposited into the Debt Service Account to pay debt service and other amounts due and
payable on the Note and (ii) all funds on deposit in the Debt Service Account (including all
investment securities on deposit therein) and all investment earnings on any such funds.
3
"Principal Office" means, with respect to the Ballie, the office located at 8699 NW 36
Street, Miami, Florida 33131, or such other office as the Ballie may designate to the Issuer in
writing.
"Refunded Loans" means, collectively, the Issuer's Capital Improvement Promissory
Note, Series 2009, a portion of the Issuer's obligations under the Loan Agreement dated as of
December 1,2006, between the Florida Municipal Loan Council and the Issuer and a portion of
the Issuer's obligations under the Loan Agreement dated as of May 17, 2002, between the Florida
Municipal Loan Council and the Issuer.
"State" means the State of Florida.
"Total General Fund Revenues" means all revenues of the Issuer, including all Non-Ad
Valorem Re~enues (including, without limitation, those derived fr~m enterp,~i~,~g~~1:'7J,~g
revellUes denved from ad valorem taxes (other than such taxes Imposed Rlli';'J!imYlliJ~\!0IDSl
[~f~£t1f~lMtl and allocable solely to debt service incurred on Debt approved by such referendum).
Section 1.02 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 ISSUER
The Issuer represents and warrants to the Ballie that:
Section 2.01 Powers of Issuer. The Issuer is a municipal corporation, duly organized
and validly existing under the laws of the State. The Issuer has the power under the Act to enact
the Ordinance, to borrow pursuant to the Loan Documents the Loan Amount provided for in this
Agreement, to execute ... and. deliver the Loan Documents, to secure the Loan Documents in the
manner contemplated hereby and to perform and observe all the terms and conditions of the
Loan Documents on its part to be performed and observed. The Issuer may lawfully borrow
funds hereunder in order to provide funds to refund the Refunded Loans, to pay amounts owed to
the Internal Revenue Service pursuant to settlement agreements entered into by the Issuer under
its Voluntary Closing Agreement Program and costs related thereto and to pay the costs of
issuance of the Note.
Section 2.02 Authorization of Loan. The Issuer had, has, or will have on the date of the
Note and at all relevant times, full legal right, power and authority to execute and deliver the
Loan Documents, to malce the Note, and to carry out and consununate all other transactions
contemplated hereby, and the Issuer has complied and will comply with all provisions of
applicable law in all material matters relating to such transactions. The Issuer has duly
authorized the borrowing of the Loan Amount provided for in this Agreement, the execution and
delivery of this Agreement, and the malcing and delivery of the Note to the Ballie, and to that end
the Issuer warrants that it will, subject to the terms hereof and of the Note, talce all action and do
4
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 Note has been
duly authorized, executed, issued and delivered to the Bank, along with this Agreement, and
constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with
the terms thereof and the terms hereof, and is entitled to the benefits and security of this
Agreement, subject to the provisions of the bankruptcy laws of the United States of America and
to other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating
to or affecting creditors' rights, heretofore or hereinafter enacted, to the extent constitutionally
applicable, and provided that its enforcement may also be subject to equitable principles that
may affect remedies or other equitable relief, or to the exercise of judicial discretion in
appropriate cases. 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 Issuer of its obligations under this
Agreement and the Note have been obtained or made and any consents, approvals, and orders to
be received or filings so made are in full force am:! effect. NOTWITHSTANDING THE
FOREGOING, HOWEVER, OR ANYTHING ELSE HEREIN OR IN THE NOTE TO THE
CONTRARY, NEITHER THIS AGREEMENT NOR THE NOTE SHALL CONSTITUTE A
GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER,
THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE
MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR
LIMITATION, BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS IN
THE MANNER AND TO THE EXTENT PROVIDED HEREIN AND IN THE ORDINANCE.
No holder or owner of the Note shall ever have the right, directly or indirectly, to require or
compel the exercise of the ad valorem taxing power of the Issuer or any other political
subdivision of the State of Florida or taxation in any form on any real or personal property for
any purpose, including, without limitation, for the payment of debt service with respect thereto,
or to maintain or continue any activities of the Issuer which generate user service charges,
regulatory fees or other non-ad valorem revenues, nor shall any holder or owner of the Note be
entitled to payment of such principal and interest from any other funds of the Issuer other than
the Pledged Funds, all in the manner and to the extent herein and in the Ordinance provided.
Section 2.03 No Violation of Law or Contract. The Issuer 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, the breach of which could result in a material and adverse impact on the financial
condition of the Issuer or the ability of the Issuer to perform its obligations hereunder and under
the Note. The making and performing by the Issuer of this Agreement and, the Note will not
violate any applicable provision of law, and will not result in a material breach of any of the
terms of any agreement or instrument to which the Issuer is a party or by which the Issuer is
bound, the breach of which could result in a material and adverse impact on the financial
condition of the Issuer or the ability of the Issuer to perform its obligations hereunder and under
the Note.
Section 2.04 Pending or Threatened Litigation. Except as has been disclosed to the
Bank in writing, there are no actions or proceedings pending against the Issuer or affecting the
Issuer or, to the knowledge of the Issuer, threatened, which, either in any case or in the
aggregate, might result in any material adverse change in the financial condition of the Issuer, or
5
which questions the validity of this Agreement or the Note or of any action taken or to be taken
in connection with the transactions contemplated hereby or thereby.
Section 2.05 Ordinance. The Ordinance has been duly enacted by the Issuer, is in fulJ
force and effect and has not been amended, altered, repealed or revoked in any way since its date
of enactment.
Section 2.06 Financial Information. The financial information regarding the Issuer
furnished to the Bank by the Issuer in connection with the Loan is complete and accurate, and
there has been no material and adverse change in the financial condition of the Issuer from that
presented in such information.
Section 2.07 Financial Condition. The Financial statements (which include combined
and combining statements of financial position, activities and cash flows with all supporting
schedules) of the Issuer for the Fiscal Year ended as of the dates of such financial statements,
copies of which have been furnished to the Bank, are correct, complete and fairly present the
financial condition of the Issuer as of the date thereof, and the results of its operations for such
periods. The Issuer has no material direct or contingent liabilities as of the date of this
Agreement which are not provided for or reflected in such financial statements, or referred to in
notes thereto. All such financial statements have been prepared in accordance with GAAP
applied on a Consistent Basis maintained throughout the periods involved. There has been no
material adverse change in the business, properties or conditions, financial or otherwise, of the
Issuer since the dates of such financial statements.
Section 2.08. No Immunity from Jurisdiction. The Issuer has no immunity from
jurisdiction of any court of competent jurisdiction or from process or suit therein which could be
asserted in any action to enforce the obligations of the Issuer under this Agreement or any of the
other Loan Documents, or from the rendition, execution or enforcement of any judgment therein.
Section 2.09 No Untrue Statements. Neither this Agreement nor any reports, schedules,
certificates, agreements or instruments hereto or simultaneously with the execution of this
Agreement delivered to the Bank by the Issuer in connection with the Loan contains any material
misrepresentation or .untrue statement of fact or omits to .state .. any material fact necessary to
make this Agreement or any such reports, schedules, certificates or instruments not misleading.
The representations and warranties of the Issuer in each of the Loan Documents are true and
correct in all material respects on the date hereof and are true and correct as of the date made, if
earlier.
Section 2.10 Changes in Law. Etc. To the Issuer's knowledge, there are no proposed or
pending changes in any laws of the State or the United States of America which would have a
material adverse affect on the ability of the Issuer to perform any of its obligations under any of
the Loan Documents.
Section 2.11 Regulation U. No part of the proceeds of the Loan made available to the
Issuer will be or has been used to purchase or carry, or to reduce or retire any loan incurred to
purchase or carry, any margin stocks (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the purpose of
purchasing or carrying any such margin stocks. The Issuer is not engaged as one of their
6
important activities in extending credit for the purpose of purchasing or carrying such margin
stocks. In addition, no part of the proceeds of such loan will be used for the purchase of
commodity future contracts (or margins therefor for short sales), or for any commodity
transaction.
Section 2.12 Solvency. The Issuer is now, and after giving effect to any of the other
Loan Documents will be, solvent.
ARTICLE III
COVENANTS OF THE ISSUER
Section 3.01 Affirmative Covenants. For so long as any of the principal amount of or
interest or any redemption or prepayment premium on the Note is outstanding or any duty or
obligation of the Issner hereunder or under the Note remains unpaid or unperformed, the Issuer
covenants to the Bank as follows:
(a) Payment. The Issuer shall pay the principal of and the interest or any redemption
or prepayment premium on the Note and any other amounts due and payable under this
Agreement at the times and place and in the marmer provided herein and in the Note.
(b) Use of Proceeds. Proceeds from the Note will be used only to refund the
Refunded Loans (as defined in the Ordinance), to pay amounts owed to the Internal Revenue
Service pursuant to settlement agreements entered into by the Issuer under the Voluntary Closing
Agreement Program and costs related thereto and to pay costs of issuance of the Loan, except as
otherwise expressly provided hereby.
(c) Notice of Defaults. The Issuer shall within three (3) days after it acquires
knowledge thereof, notify the Bank in writing at its Notice Address (a) of any change in any
material fact or circumstance represented or warranted by the Issuer in this Agreement or in
connection with the issuance of the Note; (b) of the happening, occurrence, or existence of any
Event of Default, (c) of any event or condition which with the passage of time or giving of
notice, or both, would. constitute an Event of Default, and (d) of any litigation or governmental
proceeding pending against the Issuer in excess of $100,000, and in addition shall provide the
Bank, with such written notice, a detailed statement by a responsible officer of the Issuer of all
relevant facts and the action being taken or proposed to be taken by the Issuer with respect
thereto. Regardless of the date of receipt of such notice by the Bank, such date shall not in any
way modify the date of occurrence of the actual Event of Default.
(d) Maintenance of Existence. The Issuer will take all reasonable legal action within
its control in order to maintain its existence until all amounts due and owing from the Issuer to
the Bank under this Agreement and the Note have been paid in full.
( e) Records. The Issuer agrees that any and all records of the Issuer with respect to
the Loan shall be open to inspection by the Bank or its representatives at all reasonable times and
after receipt by the Issuer of reasonable notice from the Bank at the offices the Issuer.
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(1) Financial Statements and Budget. The Issuer will cause an audit to be completed
of its books and accounts and shall furnish electronically to the Bank audited year-end financial
statements of the Issuer, including a balance sheet as of the end of such Fiscal Year and related
statements of revenues, expenses and changes in net assets, certified by an independent certified
public accountant to the effect that such audit has been conducted in accordance with generally
accepted auditing standards and stating whether such financial statements present fairly in all
material respects the financial position of the Issuer and the results of its operations and cash
flows for the periods covered by the audit report, all in conformity with generally accepted
accounting principles applied on a consistent basis. The Issuer shall send to the Bank the Issuer's
audited financial statements for each Fiscal Year ending on or after September 30, 2011, within
270 days after the end thereof, and shall provide the Bank with a copy of its annual budget
within thirty (30) days after approval thereof by the Board, together with any other information
the Bank may reasonably request. (The documents required by the preceding sentence may be
delivered electronically.)
(g) Insurance. The Issuer shall maintain such liability, casualty and other insurance
as, or shall self-insure in a manner as is reasonable and prudent for similarly situated
govermnental entities of the State of Florida.
(h) Compliance with Laws. The Issuer shall comply with all applicable federal, state
and local laws and regulatory requirements, the violation of which could reasonably be expected
to have a material and adverse effect upon the financial condition of the Issuer or upon the ability
of the Issuer to perform its obligation hereunder and under the Note.
(i) Payment of Document Taxes. In the event the Note or this Agreement should be
subject to the excise tax on documents of the State, the Issuer shall promptly upon receipt of the
Bank's written demand for same, pay such taxes or reimburse the Bank for any such taxes paid
by it.
G) Payment of Obligations. The Issuer will pay when due all of its obligations and
liabilities, except where the same (other than judgments) are being contested in good faith by
appropriate proceedings diligently prosecuted and appropriate reserves for the accrual of same
satisfactory to the Bank are maintained.
(k) Observe all Laws. The Issuer will conform to and duly observe all laws,
regulations and other valid requirements of any govermnental or regulatory authority with
respect to this Agreement and the Notes.
(I) Payment of Expenses. The Issuer shall pay the following: (a) upon demand for all
reasonable out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and legal
expenses) incurred by the Bank in connection with the negotiation of any amendment or
restructuring, whether or not consummated, of any of the Loan Documents made at the request
of the Issuer, and (b) in the event of the occurrence of any Event of Default, the Bank shall be
entitled to recover from the Issuer, whether suit be brought or not, all reasonable costs, expenses
and reasonable attorneys' fees and paralegals' fees incurred by the Bank in connection therewith,
including those on appeal or in administrative or bankruptcy proceedings.
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(m) Accounting. The Issuer will keep proper books of record and account in which
full, true and correct entries shall be made of its transactions in accordance with the GAAP
applied on a Consistence Basis with those applied in the preparation of the financial statements
described above.
(n) Auditors. The Issuer shall immediately notify the Bank npon any 'change of the
Issuer's independent public accountants, and such further information as the Bank may
reasonably request concerning the resignation, refusal to stand for reappointment after
completion of the current audit of dismissal of such accountants.
(0) Direct Debt. The interest payments on the Loan shall be collected via ACH
Direct Debit from an account with the Bank.
(P) Additional Information, Instruments and Assurances. The Issuer shall provide the
Bank with such other information respecting the. business, properties, condition or operations,
financial or otherwise, of the Issuer or as the Bank may from time to time reasonably request.
The Issuer shall execute and deliver to the Bank all such documents and instruments, and do all
such acts and things, as may be necessary or required by the Bank to enable the Bank to exercise
and enforce its rights under this Agreement, and to realize thereof, and record and file and re-
record and re-file all such documents and instruments, at such time or times, in such manner and
at such place or places, all as may be necessary or required by the Bank to validate; preserve and
protect the position of the Bank under this Agreement and the Note.
Section 3.02 Negative Covenants. For so long as any of the principal amount of or
interest on the Note is outstanding or any duty or obligation of the Issuer hereunder or under the
Note remains unpaid or unperformed, the Issuer covenants to the Bank as follows:
(a) No Adverse Borrowings. The Issuer shall not issue or incur any indebtedness or
obligation if such would materially and adversely affect the ability of the Issuer to timely pay
debt service on the Note or any other amounts owing by the Issuer under this Agreement.
(b) Anti-Dilution. Except with respect to Non-Self-Supporting Revenue Debt issued
to refund .existing Non-Self-Supporting Revenue Debt where the aggregate debt service of the
refunding Non-Self-Supporting Revenue Debt will not be greater than that for the Non-Self-
Supporting Revenue Debt being refunded, the Issuer may incur additional Non-Self-Supporting
Revenue Debt only if, as set forth in a certificate of the Mayor, the Vice Mayor or the City
Manager executed prior to the issuance thereof (x) the amount of Non-Ad Valorem Revenues for
the Fiscal Year most recently concluded prior to the proposed incurrence of the Debt for which
audited fmancial statements are available less the amount resulting from dividing such Non-Ad
Valorem Revenues by Total General Fund Revenues for such Fiscal Year and multiplying that
amount by the (Cost of Essential Services) for such Fiscal Year, equals or exceed 1.25 times the
Annual Debt Service in each future Bond Year on all outstanding Debt and the Debt proposed to
be issued, and (y) the average amount of Non-Ad Valorem Revenues for the two Fiscal Years for
which audited financial statements are available most recently concluded prior to the proposed
incurrence of the Debt equal or exceed 2.00 times the Maximum Annual Debt Service in all
future Bond Years on all outstanding Debt and the Debt proposed to be issued.
9
For purposes of calculating the foregoing, if any Debt bears a rate of interest that is not
fixed for the entire term of the Debt (excluding any provisions that adjust the interest rate upon a
change in tax law or in the tax treatment of interest on the debt or upon a default), then the
interest rate on such Debt shall be assumed to be the higher of (x) the average rate of actual
interest borne by such Debt during the most recent complete month prior to the date of
calculation, (y) (i) for Debt the interest on which is excluded from gross income of the holders
thereof for federal tax purposes, The Bond Buyer Revenue Bond Index last published in the
month preceding the date of calculation plus one percent, or (ii) for Debt the interest on which is
not excluded from the gross income of the holders thereof for federal tax purposes, the yield on a
U.S. Treasury obligation with a constant maturity closest to but not before the maturity date of
such Debt, as reported in Statistical Release H.15 of the Federal Reserve on the last day of the
month preceding the date of issuance of such proposed Debt, plus three percent; provided,
however, that if the Issuer shall have entered into an interest rate swap or interest rate cap or
shall have taken any other action which has the effect of fixing or capping the interest rate on
such Debt for the entire term thereof, then such fixed or capped rate. shaH be used as the
applicable rate for the period of such swap or cap, and provided further that if The Bond Buyer
Revenue Bond Index or Statistical Release H.15 of the Federal Reserve is no longer available or
no longer contains the necessary data, such other comparable source of comparable data as
selected by the Bank shall be utilized in the foregoing calculations. For the purpose of
calculating the foregoing, "balloon indebtedness" (as defined in the immediately succeeding
sentence) shall be assumed to amortize over a period not to exceed 20 years in substantially
equal annual payments at the interest rate set forth in the instrument evidencing such Debt if the
interest rate is fixed and, if the interest rate is not fixed, at the rate calculated pursuant to the
immediately preceding sentence and any put or tender rights of a lender with respect to any Debt
shaH be ignored and such Debt shall be assumed to mature as otherwise provided in the
instrument evidencing such Debt. "Balloon indebtedness" is any Debt twenty percent (20%) or
more of the principal amount of which comes due in any single Fiscal Year.
(c) Additional Debt. In addition to the restrictions set forth in paragraphs (a) and (b)
above, Additional Debt shall only be issued if the Issuer shall not be in default in performing any
of the covenants and obligations assumed under the Loan Documents, and all payments herein
required to have been made into the accounts and funds, .as provided herein, shall have been
made to the full extent required.
Section 3.03 Registration and Exchange of Note. The Note shall initially be owned by
the Bank. The ownership of the Note may only be transferred, other than transfers to assignees
or successors of the Bank, and the Issuer will transfer the ownership of the Note, upon written
request of the Bank to the Issuer specifYing the name, address and taxpayer identification
number of the transferee, and the Issuer will keep and maintain at all times a record setting forth
the identification of the owner of the Note. The Person in whose name the Note shall be
registered shall be deemed and regarded the absolute owner thereof for all purposes, and
payment of principal and interest on such 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 such Note to the extent of the sum or sums so paid. The Issuer shall maintain books of
registration in connection with the Note.
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Section 3.04 Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become
mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note, 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 Bank furnishing the Issuer proof of ownership
thereof, an affidavit of lost or stolen instrument and indemnity reasonably satisfactory to the
Issuer and paying such expenses as the Issuer may reasonably incur in connection therewith.
Section 3.05 Payment of Principal and Interest; Limited Obligation. The Issuer
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 of
the Note, provided that the Issuer may be compelled to pay the principal of and interest on with
respect to the Note solely from the Pledged Funds, and nothing in the Note, this Agreement or
the Ordinance shall be construed as pledging any other funds or assets of the Issuer to such
payment or as authorizing such payment to be made from any other source. The Issuer is not and
shall not be liable for the payment of the principal of and interest on the Note with respect to or
for the performance of any pledge, obligation or agreement for payment undertaken by the Issuer
hereunder, under the Note or under the Ordinance from any property other than the Pledged
Funds. The Bank shall not have' any right to resort to legal or equitable action to require or
compel the Issuer to make any payment required by the Note or this Agreement from any source
other than the Pledged Funds.
Section 3.06 Covenant to Budget and Appropriate. The Issuer hereby covenants and
agrees, to the extent permitted by and in accordance with applicable law and budgetary
processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by
amendment if necessary, and to deposit to the credit of the Debt Service Account in a timely
manner as needed to pay debt service on the Note, Non-Ad Valorem Revenues of the Issuer in an
amount which is eqnal to the debt service with respect to the Note for the appliCable Fiscal Year
and such other amounts payable under this Agreement and the Note. Such covenant and
agreement on the part of the Issuer to budget and appropriate sufficient amounts of Non-Ad
Valorem Revenues shall be cumulative, and shall continue until such Non-Ad Valorem
Revenues in amounts sufficient to make all required payments hereunder and under the Note as
and when due, including any delinquent,payments, shall have been budgeted, appropriated and
actually paid into the Debt Service Account; provided; however, that such covenant shall not
constitute a lien, either legal or equitable, on any of the Issuer's Non-Ad Valorem Revenues or
other revenues, nor shall it preclude the Issuer from pledging in the future any of its Non-Ad
Valorem Revenues or other revenues to other obligations, nor shall it give the holder or owner of
the Note a prior claim on the Non-Ad Valorem Revenues. Anything herein to the contrary
notwithstanding, all obligations of the Issuer hereunder shall be secured only by the Non-Ad
Valorem Revenues actually budgeted and appropriated and deposited into the Debt Service
Account, as provided for herein. The Issuer is prohibited by law from expending moneys not
appropriated or in excess of its current budgeted revenues and surpluses. The obligation of the
Issuer to budget, appropriate and make payments hereunder from its Non-Ad Valorem Revenues
is subject to the availability of Non-Ad Valorem Revenues after satisfying funding requirements
for obligations having an express lien on or pledge of such revenues and after satisfying funding
requirements for essential govermnental services ofthe Issuer. Notwithstanding the foregoing or
anything herein to the contrary, the Issuer has not covenanted to maintain any service or program
now provided or maintained by the Issuer which generates Non-Ad Valorem Revenues.
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If at any point in time during a Fiscal Year of the Issuer, the Issuer determines that the
Non-Ad Valorem Revenues are insufficient to satisfy the Issuer's obligation to budget,
appropriate and make payments under this Section 3.06 and to satisfy the Issuer's obligations to
pay under any Non Self-Supporting Revenue Debt, then the Issuer shall, from such point, budget,
appropriate and make payments from the available Non-Ad Valorem Revenues pro-rata among
the Note and such other Non Self-Supporting Revenue Debt.
Section 3.07 Pledge. The payment of the principal of and interest on the Note and any
other amounts due and payable under this Agreement and the Note shall be secured by an
irrevocable lien on the Pledged Funds, all in the mmmer and to the extent provided herein and in
the Ordinance. The Issuer does hereby pledge such Pledged Funds to the principal of and
interest on the Note and for all other payments provided for herein.
Section 3.08 Debt Service Account. The Issuer shall apply all moneys on deposit in the
Debt Service Account to the timely payment of the principal of and interest on the Note and any
other amounts due and payable under this Agreement and the Note. Funds in the Debt Service
Account may be invested in investments permitted by law and meeting the requirements of the
Issuer's written investment policy and that mature not later than the dates that such funds will be
needed for the purposes of such accounts.
Section 3.09 Officers and Employees of the Issuer 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 hereon or thereon or otherwise in respect thereof, shall be had against mly
officer, agent or employee, as such, of the Issuer, past, present or future, it being expressly
understood (a) that the obligation of the Issuer under this Agreement and under the Note is
solely a corporate one, limited as provided herein, (b) that no personal liability whatsoever shall
attach to, or is or shall be incurred by, the officers, agents, or employees, as such, of the Issuer,
or any of them, under or by reason of the obligations, covenants or agreements contained in this
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 officer, agent, or employee, as such, of the Issuer
under or by reason of the obligations, covenants or agreements contained in this Agreement and
under the Note, or implied therefrom, are waived and released as a condition of, and as a
consideration for, the execution of this Agreement and the issuance of the Note on the part of the
Issuer.
Section 3.10 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 3.11 Taxable Note. Interest on the Note shall not be excluded from gross
income ofthe holders and owners of the Note for federal income tax purposes.
Section 3.12 Application of Proceeds of the Note. The net proceeds of the Note (after
amounts withheld by the Bank to pay the fees of its counsel ($7,500.00)) shall be applied as
follows:
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(1) $ shall be withheld by the Bank for the repayment of the 2009 Loan
(as defined in the Ordinance).
(2) $ shall be transferred by the Bank to FMLC for the repayment of the
FMLC Loans (as defined in the Ordinance).
(3) The remainder of the proceeds of the Note shall be transferred to the Issuer and
used to pay the amounts due and owing by the Issuer to the Internal Revenue Service pursuant to
the settlement agreements entered into by the Issuer and the costs related thereto and the costs of
issuance of the Loan and the remainder after paying the aforementioned costs shall be deposited
into the Debt Service Account for payment of principal and interest next coming due on the
Note.
ARTICLE IV
CONDITIONS OF LENDING
The obligations of the Bank to lend hereunder are subject to the following conditions
precedent:
Section 4.01 Representations and Warranties. The representations and warranties of the
Issuer set forth in this Agreement and the Note are true and correct on and as of the date hereof.
Section 4.02 No Default On the date hereof, the Issuer shall be in compliance with all
the terms and provisions set forth in this Agreement and the Note on its part to be observed or
performed, and no Event of Default or 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.
Section 4.03 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):
(a) The opinion of the attorney for the Issuer and/or Squire, Sanders & Dempsey
(US) LLP, regarding the due authorization, execution, delivery, validity and enforceability of the
Ordinance authorizing this Agreement and the Note, and such other items as the Bank shall
reasonably request;
(b) A certified copy of the Ordinance; and
(c) Such additional supporting documents as the Bank may reasonably request.
ARTICLE V
FUNDING THE LOAN
Section 5.01 The Loan. The Bank hereby agrees to lend to the Issuer the Loan Amount
to provide funds for the purposes described herein upon the terms and conditions set forth in this
13
Agreement. The Issuer agrees to repay the principal amount borrowed plus interest thereon upon
the terms and conditions set forth in this Agreement and the Note.
Section 5.02 Description and Payment Terms of the Note. To evidence the obligation
of the Issuer to repay the Loan, the Issuer shall make and deliver to the Bank the Note in the
form attached hereto as Exhibit "A." Prepayment of principal may be made only as provided in
the Note and the rate of interest on the Note, including any adjustments thereto, shall be as
provided in the Note.
ARTICLE VI
EVENTS OF DEFAULT
Section 6.01 General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
(a) The Issuer shall fail to make any payment of the principal of, premium, if any, or
interest on the Loan when the same shall become due and payable, whether by maturity, by
acceleration at the discretion of the Bank as provided for in Section 6.02, or otherwise; or
(b) The Issuer shall default in the performance of or compliance with any term or
covenant contained in this Agreement or the Note, other than a term or covenant a default in the
performance of which or noncompliance with which is elsewhere specifically dealt with in this
Section 6.01, which default or non-compliance shall continue and not be cured within thirty (30)
days after (i) written notice thereof to the Issuer by the Bank, or (ii) the Bank is notified of such
noncompliance or should have been so notified pursuant to the provisions of Section 3.01(c) of
this Agreement, whichever is earlier; or
(c) Any representation or warranty made in writing by or on behalf of the Issuer in
this Agreement or the Note shall prove to have been false or incorrect in any material respect on
the date made or reaffirmed; or
(d) The Issuer admits in writing its inability to pay its debts generally as they become
due or files a petition in bankruptcy or makes an assigument for the benefit of its creditors or
consents to the appointment of a receiver or trustee for itself; or
(e) The Issuer is adjudged insolvent by a court of competent jurisdiction, or it is
adjudged a bankrupt on a petition in bankruptcy filed by the Issuer, or an order, judgment or
decree is entered by any court of competent jurisdiction appointing, without the consent of the
Issuer, a receiver or trustee of the Issuer 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 Issuer 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; or
14
(g) The Issuer shall be in default in the payment of principal or interest (giving effect
to any applicable grace periods) of any obligation under any other agreement evidencing or
securing any other indebtedness of the Issuer to the Bank; or
(h) If the validity or enforceability of the Loan Documents shall be contested by the
Issuer; or if the Issuer shall deny that it has any or further liability or obligations hereunder or
thereunder; or .
(i) The Issuer shall declare or submit a resolution to declare a state of financial
urgency under Chapter 447, Florida Statutes; or
G) A judgment or order shall be rendered against the Issuer for the payment of
money in excess of$IOO,OOO 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 6.02 Effect of Event of Default. Immediately and without notice, upon the
occurrence of any Event of Default, the Bank may declare all obligations of the Issuer under this
Agreement and the Note 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. Upon the occurrence of any Event of Default, the Bank may seek enforcement
of and exercise all remedies available to it under any applicable law. All payments made on the
Note, after an Event of Default, shall be first applied to accrued interest then to any reasonable
costs or expenses, including reasonable legal fees and expenses, that the Bank may have incurred
in protecting or exercising its rights under the Loan Documents and the balance thereof shall
apply to the principal sum due.
ARTICLE VII
MISCELLANEOUS
Section 7.01 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 shall operate as a
waiver of the Bank's rights, powers'andremedieLhereunder, 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 7.02 Amendments, Changes or Modifications to the Agreement. This
Agreement shall not be amended, changed or modified except in writing signed by the Bank and
the Issuer. The Issuer agrees to pay all of the Bank's costs and reasonable attorneys' fees incurred
in modifying and/or amending this Agreement at the Issuer's request or behest.
Section 7.03 Countqparts. This Agreement may be executed in any number of
counterparts, each of which, 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.
15
Section 7.04 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 7.05 Term of Agreement. Except as otherwise specified in this Agreement, this
Agreement and all representations, warranties, covenants and agreements contained herein or
made in writing by the Issuer 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 7.06 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, e-mail 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 the
Notice Address.
Section 7.07 Applicable Law; Venue. This Agreement shall be construed pursuant to
and governed by the substantive laws of the State. The Issuer and the Bank waive any objection
either might otherwise have to venue in any judicial proceeding brought in connection herewith
lying in Miami-Dade County, Florida.
Section 7.08 Binding Effect; Assigmnent. This Agreement shall be binding upon and
inure to the benefit of the successors in interest and permitted assigns of the parties. The Issuer
shall have no rights to assign any of its rights or obligations hereunder without the prior written
consent of the Bank.
Section 7.09 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 7.10 Attorneys Fees. To the extent legally pennissible and subject to Section
6.02 hereof, the Issuer and the Bank agree that in any suit, action or proceeding brought in
connection with this Agreement or the Note (including any appeal(s)), the prevailing party shall
be entitled to recover costs and reasonable attorneys' fees from the other party.
Section 7.11 Entire Agreement. Except as otherwise expressly provided, this
Agreement and the Note embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings relating to the subject matter
hereof.
Section 7.12 Further Assurances. The parties to this Agreement will execute and
deliver, or cause to be executed and delivered, such additional or further docmnents, agreements
16
or instruments and shall cooperate with one another in all respects for the purpose of carrying out
the transactions contemplated by this Agreement.
Section 7.13 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
NOTE AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS
AGREEMENT.
Section 7.14 Dodd-Frank Act. The Issuer acknowledges and agrees that (i) the
transaction contemplated by this Agreement is an arm's length, commercial transaction between
the Issuer and the Bank in which the Bank is acting solely as a principal and is not acting as a
municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Bank has not assumed any
advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated
hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether
the Bank has provided other services or is currently providing other services to the Issuer on
other matters); (iii) the only obligations the Bank has to the Issuer with respect to the transaction
contemplated hereby expressly are set forth in this Agreement; and (iv) the Issuer has consulted
its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has
deemed appropriate.
Section 7.15 Patriot Act. The Bank hereby notifies the Issuer that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 signed into law October 26,
2001), the Bank may be required to obtain, verify and record information that identifies the
Issuer, which information includes the name and address of the Issuer and other information that
will allow the Bank to identify the Issuer in accordance with the Act. The Issuer is in
compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and
each of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating
thereto, and (ii) the Uniting And Strengthening America By Providing Appropriate Tools
Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the
proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or
anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain
any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977,
as amended.
[Signature page follows]
17
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective
between them as of the date of first set forth above.
ATTEST:
B y:-=--;-~--;:::--:::-:::--:-::-:;---;--=---;-:-__
Clerk of the City of South Miami, Florida
READ AND APPROVED AS TO
FORM AND SUFFICIENCY:
By:
~----------------------------City Attorney
ciTY OF SOUTH MIAMI, FLORIDA
By: Titl-e-: ---------------
SUNTRUST BANK
By: Titl-e·-. ------------------
EXHIBIT "A"
FORM OF NOTE
TAXABLE REVENUE NOTE, SERIES 2011
CITY OF SOUTH MIAMI, FLORIDA (the "Issuer"), a municipal corporation of the
State of Florida created and existing pursuant to the Constitution and the laws of the State of
Florida, for value received, promises to pay, but solely from the sources hereinafter provided, to
the order of SunTrust Bank or registered assigns (together with any other registered owner of this
Note, hereinafter, the "Bank"), the principal sum of ___ -,--:-:-::-___ -:-:_-,:-__ -:--
No/I00 Dollars ($ ) or such lesser amount as shall be outstanding hereunder,
together with interest on the principal balance outstanding at the Interest Rate (defined below)
(subject to adjustment as hereinafter provided), calculated based upon actual days elapsed in a
year of 360 days consisting of twelve 30-day months, such amounts to be payable as provided
herein. This Note is issued pursuant to a Ordinance No. of the Issuer enacted on
____ .,-.' 2011 (the "Ordinance") and in conjunction with a Loan Agreement, dated as of
-,:-___ 1, 2011, between the Issuer and the Bank (the "Loan Agreement") and is subject to all
the terms and conditions of the Loan Agreement. All terms used herein in capitalized form and
not otherwise defined herein shall have the meanings ascribed thereto, or referenced, in the Loan
Agreement. In addition, the following terms shall have the meanings set forth below:
"Change in Law" means the occurrence, after the date of this Note, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Govermnental Authority, or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Govermnental
Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directive
thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives
promulgated by the Bank for. International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or, pursuant to the accord cormnonly referred
to as "Basel III," by the United States or foreign regulatory authorities, shall in each case be
deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.
"Govermnental Authority" shall mean the govermnent of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to govermnent.
"Interest Rate" means a per annum rate equal to 4.55%, and subject to adjustment in
accordance with the terms set forth herein.
Principal of and interest on this Taxable Revenue Note, Series 2011 (the "Note") are
payable in irmnediately available funds constituting lawful money of the United States of
America at the Principal Office or such other place as the Bank may designate in writing to the
Issuer.
The Issuer shall pay the Bank interest on the outstanding principal balance of this Note in
arrears, on each April 1 and October 1, commencing October 1, 2011. The principal amount of
this Note shall be payable in annual instaIlments in the amounts and on the dates set forth on
Schedule A hereto, commencing on October 1, 2012, and with the final principal installment
payable October 1, 2026. If any date for the payment of principal or interest is not a Business
Day, such payment shall be due on the next succeeding Business Day.
All payments by the Issuer pursuant to this Note shaIl apply first to accrued interest, then
to other charges due the Bank, and the baIance thereof shaIl apply to the principal sum due;
provided, however, in an Event of Default, payment shall be applied in accordance with Section
6.02 of the Loan Agreement.
If, after the date of this Note, the Bank shall have reasonably determined that a Change in
Law shall have occurred that has or would have the effect of reducing the rate of retum on the
Bank's capital, on this Note or otherwise, as a consequence of its ownership of this Note to a
level below that which the Bank could have achieved but for such adoption, change or
compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an
amount deemed by the Bank to be material, then from time to time, promptly upon demand by
the Bank, the Issuer shall, and hereby agrees to, pay the Bank such additional amount or amounts
as will compensate the Bank for such reduction, provided that at such time the Bank shall
generally be assessing such amounts on a non-discriminatory basis against borrowers having
-loans similar to the loan hereunder. A certificate of the Bank claiming compensation under this
paragraph and setting forth the additional amount or amounts to be paid to it hereunder shall be
conclusive absent manifest error. In determining any such amount, the Bank may use any
reasonable averaging and attribution methods. The Bank shall notifY the Issuer in writing of any
adjustments pursuant to this paragraph. Payments of principal or interest hereunder not paid
within ten (10) days of the due date shall be subject to a late payment charge of two percent (2%)
of the amount of the late payment and any amount not paid within thirty (30) days of when due
shall bear interest at a rate equal to the Interest Rate otherwise due hereunder plus four percent
(4%) per annum "until paid,but in no event shall the rate of interest payable hereunder exceed the
maximum lawful rate. Notwithstanding any provision of this paragraph or any other provision
hereof to the contrary, in no event shall the Interest Rate on this Note exceed the maximum rate
pennitted by law.
The principaI amount of this Note may be prepaid in whole or in part at any time at the
option of the Issuer upon three (3) Business Days' prior written notice by the Issuer to the Bank
specifying the amount of the prepayment which is to be applied, such prepayment to be in an
amount equal to the principaI amount to be prepaid plus accrued interest thereon to the date of
prepayment and with a redemption premium equal to the present value of the difference between
(I) the amount that would have been realized by the Bank on the prepaid amount for the
remaining term of the loan at the Federal Reserve H.lS Statistical Release rate for fixed-rate
payers in interest rate swaps for a term corresponding to the term of this Note, interpolated to the
nearest month, if necessary, that was in effect three Business Days prior to the origination date of
this Note and (2) the amount that would be realized by the Bank by reinvesting such prepaid
funds for the remaining term of the loan at the Federal Reserve H.1S Statistical Release rate for
B-2
fixed-rate payers in interest rate swaps, interpolated to the nearest month, that was in effect three
Business Days prior to the loan repayment date; both discounted at the same interest rate utilized
in determining the applicable month in clause (2) above. Should the present value have no value
or a negative value, the Issuer may repay with no additional fee. Should the Federal Reserve no
longer release rates for fixed-rate payers in interest rate swaps, the Bank may substitute the
Federal Reserve H.15 Statistical Release with another similar index. The Bank shall provide the
Issuer with a written statement explaining the calculation of the premium due, which statement
shall, in absence of manifest error, be conclusive and binding.
The Issuer to the extent permitted by law hereby waives presentment, demand, protest
and notice of dishonor.
This Note is payable solely from the Pledged Funds to the extent provided in the Loan
Agreement and subject to the pledge of the Pledged Funds as more specifically provided in the
Ordinance and the Loan Agreement. Notwithstanding any other provision of this Note, the
Issuer is not and shall not be liable for the payment of the principal of and interest on this Note or
otherwise monetarily liable in connection herewith from any property other than as provided in
the Loan Agreement and the Ordinance.
NOTWITHSTANDING ANYTHING HEREIN OR IN THE LOAN AGREEMENT OR
THE ORDINANCE TO THE CONTRARY, THIS NOTE AND THE INTEREST HEREON
DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE
ISSUER BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES
DESIGNATED THEREFOR PURSUANT TO THE LOAN AGREEMENT AND THE
ORDINANCE. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING
POWER OF THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR
INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.
All terms, conditions and provisions of the Loan Agreement are by this reference thereto
incorporated herein as a part ofthis Note.
This Note may be exchanged or transferred but only as 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.
[Remainder of page intentionally left blank]
B-3
IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name as
of the date hereinafter set forth.
The date of this Note is ______ " 2011.
CITY OF SOUTH MIAMI, FLORlDA
(SEAL)
By:. __________________________ _
Name:
Title:
ATTEST:
By: _____________________ _
Clerk of the City of South Miami, Florida
READ AND APPROVED AS TO
FORM AND SUFFICIENCY:
By: ________________ _
City Attorney
B-4
Payment Date
(October 1)
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
TOTAL
SCHEDULE A
Principal Amount
$
Florida Municipal Loan Council
South Miami Expenses
Bond Counsel
Verification Report
Escrow Agent Fee
Financial Advisor Fee
Administrator Fee
Trustee Fee
FM LC Legal Fees
billing date 8/12/10 -6/9/11
$15,000.00
$5,000.00
$1,000.00
$5,000.00
$5,332.50
$648.00
$91,119.20
$123,099.70
»)
MIAMI DAILY BUSINESS REVIEW
Published Dally except Saturday, Sunday and
Lega! Holidays
Miami, Miami·Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI·DADE:
Before the undersigned authority personally appeared
MARIA MESA, who on oath says that he or she is the
LEGAL CLERK, 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 the matter of
CITY OF SOUTH MIAMI
NOICE OF PUBLIC HEARING FOR 8/9/2011
in the XXXX Court,
was published in said newspaper in the issues of
07/29/2011
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 advertiseme or publication in the. said
news
,
and subscribed before me this
~p~
(SEAL)
MARIA MESA personally known to me
THE MIAMI HERALD I MiamiHerald,com
--""--------" --"""--"-="-====
• CALENDAR, FROM 14SE
Contemporary News & Views.
Discuss what's going on in the U,S,
and globally, Bring in newspaper and
magazine stories to share with some
lively discussions; 10 a,m, -noon
Mondays, through Aug, 15; Bet Shira
Congregation, 7500 SW 12:Oth St,
Pinecrest free, 305-271-9000, ext
264 or alperjcc.org,
Mah~Jongg: Presented by the New
Neighbors Club of South Florida,
Experienced players only; 11:30 a,m.
Friday; Miami Elks lodge 948, 10301
SW nnd St~ South Miami; free,
reservations required, 305-2:79-6945,
Miami Beach Taxpayer Association;
Group meets to help with city of
Miami Beach Issues. Indudes refresh-
ments; 8:15 a.m, Wednesday; Shine
@ The Shelbome Hote!, 1801 Collins
Ave" Miami Beach; free,
Nurse Assodates: Group of retired
nurses meets monthly, Indudes
educational program; 10 a.m, Tues-
day and every first Tuesday of each
month; Baptist Hospital, 8900 North
Kendall Dr" Miami, Call Gloria at
305-271-9524 or Marge at
305-385..Q571 for more information,
Rotary Club Mlaml-Granada: Dinner
meetings feature speakers, fellow-
ship and business networking every
week; 7:45 p.m. Wednesdays; Big
Five Club, 600 SW 92nd Ave~ Miami;
$17,305-335-1216 or
WW\'I,rotarydubmiamigranada,org,
SOUL (Spiritual Organlzalion for
UncondltJonallove): Presents
guided meditatlon and music every
Sunday morning at 11 am" followed
by free potluck lunch at noon; South
Miami Elks Lodge, 6304 'S'.V 78th St,
South Miami; free, 305-22:1-6516,
South Miami Stamp Club: All stamp
collectors are invited; 7 p.m, Thurs-
days; meets in the cafeteria of South
Miami Senior High School, 6856 SW
53rd St., Coral Terrace; free,
305-2:32-0979 or
miamlstampdub,com,
GETIINGINFORMED
eat the Heat: This summer, Miami-
Dade County Fire Rescue will re-
spond to numerous calls for heat-
related emergencies, People who
show signs or symptoms of heat-
related illnesses need immediate
medical care and are urged to dial
911, The following tips are geared at
minimizing the risk of heat-related
problems: drink plenty of cool fluids
throughout the day, but avoid those
that contain caffeine, alcohol or a
high sugar content; stay indoors in
an air-conditioned place and limit
outdoor activities to the early
morning or evening hours, avoiding
the mid-day sun; if you must exer-
cise, dril\k two to four glasses of
cool, nonalcoholic fluids each hour. A
NEIGHBORS CALENDAR
sports drink can replace the salt and
minerals yOU lose in sweat; wear
!ight.'1eight, Iight-colorBd, loose-
fitting clothing; never leave anyone
in a dosed, parked vehicle; check
frequently on the elderly, young
chlldren and others at higher risk for
heat-related illnesses and keep
animals in an air-conditioned area if
possible and provide plenty of fresh
water, For more information, caU
I'>1DFR's media and public relations
bureau at 786-331-5200,
Christ The KIng Lutheran Church Art
Show: Silent bidding of paintings
from an old Gables estate, followed
by "CTK live," a talent Sll0W with
music, dancing and refreshments,
Theme is ''Young At Heart;" 6 p,m,
Friday, winners announced 8-8:30
p,m, or by call; 11295 SW 57th Ave,
(across from Pinecrest Gardens),
Pinecrest free, 305--665-5063,
Food Trucks at Parks: Includes music
and food choices galore with an
assortment of participating food
vendors each week. Patrons are
invited to bring along a picnic
blanket or folding tables and chairs
to enhance their dining experience,
Glass containers and pets are not
permitted; free admission and
parking, V/\WI,miamidade,gov/parks:
"11 a,m, to sundown Sundays and
Saturdays, Haulover Park, 10800
Collins Ave" Miami Beach,
305-947-3525; 6-10 p,m, Tuesdays;
Tropical Park, 7900 SW 40th St"
Miami, 305-226-8315; 6-11 p,m,
Fridays; Tamlami Park, 10901 SW
24th St., Miami. 786-315-5295.
Kayak fishing EXcursions wIth
MiamI-Dade Parks: In connection
with EcoAdvenrures and Adventure
Sports Miami, parks department
invites all interested 10 a series of
high adventure at locations where
the fishing is extreme, The first kayak
fishing excursion wi!! be 6:30-11 a,m.
Friday off Cape Florida where
participants will be targeting snook,
tarpon, bonefish, permit, snapper
and jacks. Participants wi!! meet at
the Crandon Marina and be trans-
ported by a 26-foot Carolina skiff
DlV wUh their kayaks and equiP'"
ment to the fishing grounds, Cost is
$150 per person and includes a
kayak, paddle, safety equipment,
guides and transportation by boat to
the fishing location. To make you
reservation, cal! 305-365-3018. Space
Is jjmited so reserve early,
Learn to Stretch Your Dollar When
Money Is TIght: The Miami-Dade
Consumer Services Department
offers these Ups on stretching a
dollar in uncertain economic times.
Points to be kept in mind indude
"Budget" (make a monthly budget
for groceries. medicines, essential
utilities and other monthly bills,
which is an important step in deter-
mining financial health and creating
SE SUNDAY. JULY 31. 2011 I 29SE
financ',al stability), Go to www.build-
mybudget.com/?q=budgeting-tools
for budgeting tools.
"Save at the Grocery Stom,n
indudes planning meals ahead of
time, comparing prices at various
stores, buying in bulk from ware-
house stores and taking advantage
of rain checks. "learn how to dip for
Cash,n in which you can go to a
coupon website,
http;f/miamlfLzipZsave.com,collect
the fliers from your mailbox or clip
them from Sunday's newspaper,
"Buy Generic," as generic and
store-brand products are less expen-
sive because they aren't advertised
"Visit Your Local Ubrary," instead
of buying books and renting DVOs,
go to the local library, "Search for
local Gas Prices~ to save a few
dollars, Go to www.gasbuddy.comto
find gas prkes in your area,
wVN{,miamjdade.gov/csd,
Miami-Dade Public Library System
Helps Students Get Ready for Going
Back to School: Programs includes
the Spanish Wrangler, who teaches a
little Spanish through song and
dance, MassMutual's Kids Smart Start
financial literacy program, which
teaches kids about banks, saving
money and making wise financial
decisions and The Food Detectives,
who ate on the case to discover how
• TURN: TO CALENDAR, 325E
~ ....
-: -~
.~~;:.'
CITY OF SOUTH MIAMI
. COURTESY NOTICE
(*) NOTICE IS HEREBY given that the City Commission of the City
of South Miami, Florida will conduct a Public Hearing at a special
City Commission meeting, Tuesday. August 9. 2011 , beginning at
7:30 p.m., in the City Commission Chambers, 6130 Sunset Drive,
to consider the following item(s};
An Ordinance authorizing a loan in a principal amount
not to exceed $7,900,000 to refund certain of the
City's outstanding indebtedness, to pay the Internal
Revenue Service amounts owed pursuant to certain
settlement agreements and related costs thereof and
to pay the costs of issuance of such loan; approving
the form of a taxable revenue note, Series 2011 and
loan agreement; authorizing certain officials of the
City to take any actions required and to enter into any
documents necessary for the prepayment of its loans
with SunTrust Bank and the Aorida Municipal loan
Council including, if necessary, executing on behaH of
the City one or more escrow deposit agreements.
ALL interested parties are invited to attend and wm be heard,
For further Information, please contact the City Finance
Department's Office at: 305~663-6343.
Maria M. Menendez, CMC
CltyClerk
(*) This meeting will be subject to canCtlllation provided that
the abovEI item is adopted on second reading on August 2,
2011. me result will be published on our website on August
3,2011. For further information, please call the City Clerk's
Office at 305..s63~6340.
Pursuant to Florida Statutes 286,0105, the City hereby adVises the public that if a
person decides to appeal any decision made by this Soard,Agency or Commission
with respect to any matter considered at its meefing or hearing, he or she will
need a rerord of the proceedings, and that for such purpose, affected person may
need to ensure that a verbatim record of the proceedings is made WIliet! record
includes the testimony and evidenre upon which the appeal Is to be based,