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05-02-06 CANCELLED�r'li h ![ 'M �t x� ;� ! �..i 1 4, `w��+rs4* ; .III1 200 1 .taking our Neighhortmod a Great Pkce to live, Work and Pky' Chair Horace Feliu CRA General Counsel Eve Boutsis Vice Chair Velma Palmer CRA Acting Executive Director Yvonne Soler- McKinley Member Randy G..Wiscombe CRA Secretary Maria Menendez Member Marie Birts- Cooper Member Jay Beckman Member Adrian Ellis Member Rodney Williams e &d GSMt ! ♦�'t SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY. SPECIAL CRA Meeting Meeting Date: Tuesday May 2, 2006 Time: 6:30 PM Next Meeting Date: Monday May 8, 2006 Time: 6:30 PM 6130 Sunset Drive, South Miami, FL Phone:(305) 668-7236 City of. South Miami Ordinance No. 10 -00 -1712 requires all lobbyists before engaging in any lobbying activities to register with the City Clerk and pay an annual fee of $125.00. This. applies to all persons who are retained (whether paid' or not) to represent a business entity or organization to influence "City" action. "City, action is broadly described to include the .ranking and selection of professional consultants, and virtually all- legislative, quasi - judicial and administrative action. It does not apply to not- for - profit organizations, local chamber and merchant groups, homeowner associations, or trade associations and unions. CALL TO ORDER: A. ROLL 'CALL: COMMUNITY REDEVELOPMENT AGENCY Z AGENDA 7 May 2, 2006 B.. INVOCATION: C. PLEDGE OF ALLEGIANCE: 1. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO THE; TERM OF OPERATION: OF THE AGENCY; AUTHORIZING THE EXECUTIVE DIRECTOR TO SEEK MIAMI - DADE COUNTY COMMISSION APPROVAL OF A SMCRA BONDING PROGRAM FOR $1,465,000 FIRST THROUGH A BRIDGE LOAN WITH SUNTRUST BANK AND THEN THROUGH THE FLORIDA LEAGUE OF CITIES MUNICIPAL LOAN COUNCIL BOND; PLEDGING TIF FUNDING FOR FINANCING OF PROGRAM; AND REQUEST. FOR., AN ADDITIONAL TWO YEARS EXTENSION, THUS PROVIDING THE SMCRA WITH A TOTAL OF FIFTEEN YEARS (THROUGH 2022) SO THAT THE SMCRA MAY BOND; AND PROVIDING AN:EFFECTIVE DATE. 2. A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA) RELATING TO THE PROPOSED SMCRA BONDING PROGRAM' FOR $1,465,000; PLEDGING TIP FUNDING FOR FINANCING OF THE PROGRAM; AND PROVIDING AN EFFECTIVE DATE. ADJOURNMENT mmm TAKE 11OT/CE TNAT mCT/0/I o- sam)(4) or THE CODE of 0RD /ifAlfaE1 . PR017DE1 THAT "A/Ir PER10fi ElAjufi6 PER10/IAI /tDPERT//IE/IT,, OR 'AWDER0111 REORRKl OR MHO lHA1l BE00NE B00=0111 91111E ADDRE1j/AG TAE 00MRf111 10fi lllAll BE FORT NIM ` BARRED MOM lVRTNtFR lgl/D/E/10E BOOM THE 00=011 Br : WE -PRE1101/!6 :0/`i'/CER,' 'l/A1Ej1 PE/Pff/jj /0/I TO 00/IT/ of BE 6RsfftrD Bra a1A!OR /TY VON OPTHECOm f/jl /0/I. PURSUANT TO FLA STATUTES 286.0105, "THE CITY HEREBY ADVISES THE PUBLIC THAT IF A PERSON DECIDES TO APPEAL ANY DECISION MADE BY THIS BOARD, AGENCY OR COMMISSION WITH RESPECT TO ANY MATTER CONSIDERED AT ITS MEETING OR HEARING, HE OR SHE WILL NEED A RECORD OF THE PROCEEDINGS, AND THAT FOR SUCH PURPOSE, AFFECTED PERSON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. " THIS NOTICE ,DOES NOT CONSTITUTES' CONSENT BY THE CITY FOR THE INTRODUCTION OR ADMISSION OR OTHERWISE INADMISSIBLE OR IRRELEVANT EVIDENCE, .NOR DOES IT AUTHORIZE CHALLENGES OR APPEALS NOT OTHERWISE ALLOWED BY LAW., COMMUNITY REDEVELOPMENT AGENCY 2 AGENDA - May 2, 2006 1001 Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and SMCRA Board Members From: Yvonne Soler - McKinley SMCRA Acting Executive erector RESOLUTION Date: May 2, 2006 ITEM No. AUTHORIZATION TO SEEK COUNTY APPROVAL FOR AN SMCRA BONDING PROGRAMAND FIFTEEN YEAR TERM EXTENSION A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO THE TERM OF OPERATION OF THE' AGENCY; AUTHORIZING THE EXECUTIVE DIRECTOR TO SEEK MIAMI -DADE COUNTY COMMISSION APPROVAL OF A SMCRA BONDING PROGRAM FOR 1,465,000 FIRST THROUGH A BRIDGE LOAN WITH SUNTRUST BANK AND THEN THROUGH THE FLORIDA LEAGUE OF CITIES MUNICIPAL LOAN COUNCIL BOND; PLEDGING TIF FUNDING FOR FINANCING OF PROGRAM; AND REQUEST FOR AN ADDDITIONAL TWO YEARS. EXTENSION, THUS PROVIDING THE SMCRA WITH A TOTAL OF FIFTEEN YEARS (THROUGH 2022) SO THAT THE SMCRA MAY BOND; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND On September 9, 1999, the County Commission approved resolution 99 -100 authorizing execution of an interlocal agreement between Miami -Dade County and the City of South Miami Community Redevelopment Agency ( SMCRA) in order to delegate redevelopment powers to the SMCRA for a five year term period. During the February 1, 2005 SMCRA Meeting, the Board authorized seeking County approval for the SMCRA's Redevelopment Plan Supplement including a request for a fifteen year extension of the Agency to provide the necessary time to implement the goals and. objectives identified in the SMCRA Plan. On May 3, 2005, the County Commission approved a fifteen year term extension, contingent upon the SMCRA obtaining a long term financing commitment for one of the economic redevelopment initiatives identified in the SMCRA's Redevelopment Plan Supplement to be secured through a pledge of tax increment financing within two years of the approval (See Attached). Should the SMCRA fail to obtain a long term financing commitment .by June 1, 2007, the Agency would cease to exist, lose all county tax increment financing for the area and be unable to accomplish the economic redevelopment tasks identified in the SMCRA Plan. One of the goals identified in the SMCRA Plan is the development of .the Madison Square Project, a proposed mixed -use redevelopment proposal intended to create an anchor for the north end of Church Street, and to provide a'stimulus for further revitalization efforts in the area. The City currently owns several of the required parcels and is presently assembling the remaining properties. On April 10, 2006, the SMCRA Board authorized executing a short term financing agreement with SunTrust Bank in the amount of 1,465,000 in order to acquire five land parcels required for development of Madison Square: The purpose of obtaining the SunTrust loan is to provide bridge financing to acquire the required land parcels including certain parcels currently pending foreclosure actions. On April 18, 2006, the City Commission approved on first reading, an ordinance authorizing the City' Manager to execute a term loan agreement with' SunTrust Bank on behalf of the City of South Miami-as principal of the loan and SMCRA as the co- signer of the documents. During the next funding cycle of the Florida League of Cities Loan Council the SMCRA would then enter into a long -term financing agreement with Florida League of Cities in June 2006. The SMCRA's comprehensive bonding program therefore involves: • Obtaining a short-term bridge financing loan from SunTrust Bank (for 15 years at 4.83 %) in the amount of $1,465,000 (see attached composite exhibit 1 to resolution); • " Entering ,into a long -term financing agreement in June 2006 with the Florida League of Cities (15 year bond for 4.22 %) in the amount of $1,465,000 (see attached composite exhibit l . to resolution) (please note the interest rate may fluctuate prior to closing); • Retiring the SunTrust Bank bridge financing loan using proceeds from the Florida League of Cities loan; • Retiring the Florida League of Cities loan during the term of the. SMCRA through utilization of TIF generated revenues; • Other than the extension for bond financing, all other programs of the SMCRA shall cease' after 2020; Should the SMCRA fail to obtain County approval for a 15 year extension, the following funding sources would be allocated in order to retire the SunTrust Bank loan: • SMCRA Land Acquisition Account No. 610 - 1110 - 583 -61 -10 (Current balance as of 05 -02 -06 - $221,805) • Community Action Agency Funding For SMCRA Land Acquisition (Current allocated funding amount - $300,000) • FY 06/07 Projected TIF Revenues (Based on the actual FY 05106 TIF generated revenues in the amount of $1,187,124, the FY 06/07 TIF revenues are estimated to range between $1,200,000 and $1,500,000. RECOMMENDATION . Staff recommends approval of the attached resolution authorizing the Executive Director to seek Miami -Dade County approval for an SMCRA long term bonding program and request for a two year extension, thus providing the SMCRA fifteen years to pledge TIF funding to support the bond program. Attachment: Draft Resolution and Exhibits May 3, 2005 County Legislative Item YSM/DOD /SD Ze WCGRUFFIPLANNIN T AISMCRA Bonding Program.doc 1 RESOLUTION NO. 2 3 A RESOLUTION OF THE SOUTH . MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO THE 5 TERM OF OPERATION OF THE AGENCY; AUTHORIZING THE 6 EXECUTIVE DIRECTOR TO SEEK MIAMI -DADE COUNTY 7 COMMISSION APPROVAL OF A SMCRA BONDING PROGRAM 8 FOR 1,465,000 FIRST THROUGH A BRIDGE LOAN WITH 9 SUNTRUST BANK AND THEN THROUGH THE FLORIDA LEAGUE 10 OF CITIES MUNICIPAL LOAN COUNCIL BOND; PLEDGING TIF 11 FUNDING FOR FINANCING OF PROGRAM; AND REQUEST FOR 12 AN ADDDITIONAL TWO YEARS EXTENSION, THUS PROVIDING 13 THE SMCRA WITH A TOTAL OF FIFTEEN YEARS (THROUGH 14 2022) SO THAT THE SMCRA MAY BOND; AND PROVIDING AN 15 EFFECTIVE DATE. '16 17. WHEREAS, on May 3, 2005, the Board of Commissioners of the SMCRA 18 (the " SMCRA Board ") approved Resolution No. 466 -05 amending the plan and 19 extending the life, of the SMCRA for 15 years beyond the June 1, 2005 sunset 20 provision for the SMCRA's interlocal agreement with the County and providing .. 21 for a sunset review .within two years of the extension, if no long term financing 22 agreement supported, by tax increment financing revenues is completed within the 23 two year period; and, 24 25 WHEREAS, the SMCRA's amended plan was adopted on by the County 26 Commission on May 5, 2005 via Resolution No. R- 466 -0.5, and contemplates the 27 construction of a mixed use economic development project known as Madison 28 Square; 29 30 WHEREAS,. during the April 11, 2005 Meeting, the Board authorized the 31 SMCRA to obtain property appraisals and to enter into negotiations` with property 32 owners to purchase properties required for development of the Madison Square 33 Project; and, 34 35 WHEREAS, Staff has subsequently obtained property appraisals for 36 properties required for the. development of Madison Square; and, 37 38 WHEREAS, the following five required properties are under contract to be 39 purchased by the SMCRA: 40 41 6415 SW 60'h Avenue. 42 6442 SW 59h Place 43 6443 SW 60ffi Avenue 1 6429 SW 59h Place 2 6443 SW 59`l' Place; and, 3 4 WHEREAS, the total negotiated sale price required to purchase the above 5 referenced properties is $1,465,000.00; and, 6 7 WHEREAS, in the effort to identify a funding mechanism for the 8 purchase, staff has obtained term long term loan proposals from the Florida 9 League of Cities Municipal Loan Council and SunTrust Bank; and, 10 11 WHEREAS, execution of a term loan agreement would. be based upon the 12 SMCRA reimbursing the loan through the use of future TIF revenues; and, 13 14 WHEREAS, the SMCRA is seeking City Commission and County 15 Commission approval to pledge TIF revenues towards the SunTrust Bank Loan in 16 short term, and ultimately to pledge the TIF revenues for the Florida League of 17 Cities Municipal Loan Council bond program; and 18 19 WHEREAS, the loan with SunTrust Bank is for 15 years, and currently 20 provides for the SMCRA as a co- signer on the loan, with the city of South Miami 21 as the principal to the 15 year loan; and, 22 23 WHEREAS, upon approval by the SMCRA, the City Commission, and 24 County Commission of the SMCRA's long term financing proposal, the SCM 'A 25 shall continue in existence until 2020, which shall be two years short" of the 15 26 years needed to pay back the SunTrust loan from TIF revenues; and 27 28 WHEREAS, the SMCRA seeks approval of the City Commission and 29 County Commission of its proposed long term financing plan and of its request for 30 a 15 year continued life of the SMCRA, through 2022; and - 31 32 WHEREAS, the SMCRA seeks to use the SunTrust loan as a bridge loan 33 until the financing is in place under the Florida League of .Cities Municipal Loan 34 Council, which bonding program. provides more favorable long term rates to the 35 SMCRA; and 36 37 WHEREAS, the SMCRA desires to pledge TIF revenues to support the 38 financing program, first under the SunTrust bridge loan, and thereafter under the 39 Florida League of Cities Municipal Loan Council bonding program. 40 41 42 NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY 43 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH MIAMI, 44 FLORIDA THAT 1 2 3 4 5 6 7 8 9 10 1.1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42' 43 44 Section 1. The above whereas clauses are incorporated by reference. Section 2. The - South Miami Community Redevelopment Agency ( SMCRA) authorizes the 'executive director to seek Miami -Dade County Commission approval of the SMCRA long term financing program for Madison Square; approve the SunTrust bridge loan in the, amount of $1,465,000.00; authorize the SMCRA to merge 'the SunTrust loan (15 years at 4.88%) Into the Florida League of Cities Municipal Loan Council (15 years at 4.22 %) bonding program in order to bond the $1,465,000; authorize the SMCRA to pledge TIF funding for its long term financing proposal; and request an additional two years extension, thus providing the SMCRA with a total, of fifteen years (through 2022).' The SunTrust Bank loan document and the Florida League of Cities Municipal Loan Council term sheet are attached to this resolution as composite exhibit 1. Other than the extension for bond financing, all other programs of the SMCRA shall cease after 2020. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this day of May, 2006. ATTEST: City of South Miami Community Redevelopment Agency Clerk READ AND APPROVED AS TO FORM: Eve A. Boutsis, General Counsel APPROVED: Chairperson Horace Feliu Board Vote: Chairperson Feliu: Vice Chairperson Wiscombe: Board Member: Palmer Board Member.Birts: Board Member Beckman: Board Member Ellis Board Member: Williams EXHIBIT 1 LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement ") is made, and entered into as of May 2006, andis by and between the City of South Miami, Florida, a Florida municipal corporation, and its successors and assigns (the "City "), the City of South Miami Community Redevelopment Agency, a public 'body. corporate and politic of the State of Florida, and its successors and assigns (the "SMCRA "), and SunTrust Bank, a Georgia banking corporation,. and its successors and assigns as holder of the hereinafter defined Note (the "Bank "); WHEREAS, the SMCRA is a legally separate agency from the City established by Ordinance No. 12 -97 -1633 adopted by the City Commission of the City (the "Commission ") on April 15, 1997 (the " SMCRA Enabling Ordinance "); WHEREAS, the County Commission (the "County Commission ") of Miami -Dade County (the "County ") approved the SMCRA plan on May 19, 1998 via County Ordinance Nos. 98 -79 and 98 -80; WHEREAS, on May 3, 2005, the Board of Commissioners of the SMCRA (the " SMCRA Board ") approved Resolution No. 466 -05 amending the plan and extending the life of the SMCRA for 15 -years beyond the June. 1, 2005 sunset provision for the SMCRA's interlocal agreement with the County and providing for a sunset review within two years of the extension, if no long term financing agreement supported by tax increment financing revenues is completed within the two year period; WHEREAS, the SMCRA's amended plan was adopted on by the County Commission on May 5, 2005 via Resolution No. R- 466 -05, and contemplates the construction of a mixed.use economic development project known as Madison Square; WHEREAS, to develop the Madison Square mixed use project, the SMCRA needs to purchase several essential parcels (the "Project "); WHEREAS, the SMCRA accepted the proposal of the Bank to provide financing for the purchase; , WHEREAS, execution of a long term Than agreement would be based uponthe SMCRA reimbursing the loan through the use of future TIF revenues; WHEREAS, the SMCRA would have to obtain County Commission approval for such long term financing (such approval is hereinafter referred to as the "County Approval"), and as the properties to be purchased may be lost at foreclosure auction,. the SMCRA requires the assistance of the City of South Miami with the financing; WHEREAS, the SMCRA Board at its April 10, 2006 meeting,approved a resolution (the " SMCRA Loan Resolution ") authorizing the Executive Director to execute,, ..a loan agreement with SunTrust Bank to purchase five properties required for the development of the Madison Square Project; {M 1490904_1 } WHEREAS, the City Commission did, on April 18, 2006, adopt an Ordinance (the "Note Ordinance ") authorizing a loan from the Bank, in.the principal amountnot to exceed $1,465,000 for the purpose- of assisting the SMCRA in obtaining the financing by issuing its promissory note, which will be guaranteed by the SMCRA effective upon receipt of the County Approval; WHEREAS, the City hereby determines that it is desirable..and in the best interest of the City to enter into this Agreement whereby the City will borrow funds on behalf of the SMCRA (the "Loan ") from the Bank to be used for the Project; and . , WHEREAS, the obligation of the City to repay such Loan shall be evidenced by the delivery of a Community Redevelopment Note (the "Note ") to the Bank in the principal amount of the Loan, which Note will be guaranteed hereunder by the SMCRA effective upon receipt of the County Approval; and WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note Ordinance and this Agreement; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Note Ordinance and the SMCRA Resolution. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: DEFINITION OF TERMS Section 1.1 Definitions. The words and terms used in this Agreement shall have the meanings .as set forth in the Note Ordinance and in the recitals above, unless otherwise defined herein. Unless the context shall otherwise require, the following words and terms as used in this Agreement shall have the following meanings: "Act" means Part II of Chapter 166, Florida Statutes, as amended, Part III of Chapter 163, Florida Statutes; as amended,'the Charter of the City, the SMCRA Enabling Ordinance and other applicable provisions of law. "Agreement" :means this Loan Agreement and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Debt Service Requirement" means for a given Fiscal Year the amount required to pay the principal and interest coming due on the Note during that Fiscal Year. "Bond Counsel" means counsel experienced in matters relating to the validity of, and the exclusion from gross income for federal income tax purposes of interest on; obligations of states and their political subdivisions. "Business Day" means any day which is` not a Saturday, Sunday or legal holiday in .Miami, Florida. (M14909041) "City Manager means the City Manager of the City. "Clerk" means the Clerk or any Deputy Clerk' of the City. "Code" means the Internal Revenue Code of 1986, as amended, including the applicable regulations of the Department of the Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of-the Internal Revenue Service (including published Revenue Rulings and private letter rulings) and applicable court decisions. "Dated Date" means the date of issuance of the Note. "Event of Default" shall mean an event of default specified in Article VIII of this Agreement. "Executive Director" means the Executive Director of the SMCRA. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12 -month period as may be hereafter designated as the fiscal year of the City or the SMCRA, as applicable, pursuant to general law. "Governing Body" means, as to the City, the City Commission of the City, or its successor in-function, and, as to the SMCRA, the SMCRA Board, or its successor in function_ "Holder" means the registered owner (or its authorized representatives) of the Note from time to time, initially the Bank. "Loan" means the outstanding principal amount of the Note issued hereunder. "Loan Documents" means this Agreement, the Note, the Note Ordinance and all other documents, agreements, certificates, schedules, notes, statements, and opinions, however described, referenced herein or, executed or delivered pursuant hereto or in connection with or arising with the Loan or the transaction contemplated by this Agreement. "Mayor" means the Mayor of the City and such other person as may be authorized to act on his or her behalf. "Non -Ad Valorem Revenues" means all revenues of the City or the SMCRA, as applicable, derived from any source other than ad valorem taxation on real or personal property and which are legally, available to make the payments required under this Agreement; but.only after provision has been made by the City or the SMCRA, as applicable, for the payment of all essential or legally mandated services.. With respect to the SMCRA, Non -Ad Valorem Revenues shall be deemed to include tax increment revenues, including revenues deposited into' a redevelopment trust fund pursuant to Section 163.387, Florida Statutes. "Note" means the City's Community Redevelopment Note, Series 2006, authorized to be issued hereunder in an aggregate principal. amount $1,465,000., {M 1490904 1 } "Note Payment Date" means each February 1, May 1, August 1 and November 1, commencing August 1, 2006. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "State" means the State of Florida. "Supplemental Ordinance" means any Ordinance of the City amending or supplementing the Ordinance in accordance with the terms and provisions thereof. Section 1.2 Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and. vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and, all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. Section 1.3 Titles and Headings. The titles and headings of the articles and sections of this Agreement have been inserted' for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE II REPRESENTATIONS OF CITY The City represents and warrants to the Bank that: Section 2.1 Powers of City. The City is duly organized and validly, existing, as a municipal corporation under the laws of the State. The City has the power to borrow the amount provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Note in the manner contemplated hereby, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The City may, lawfully issue the Note in order to obtain funds to finance the Project. Section 2.2 Authorization of Loan. The City has, had., or will have, as the case may' be, full legal right, power, and authority to adopt the Note Ordinance and to execute and deliver this Agreement, to issue, sell, and deliver the Note to the Bank, and to carry out and consummate all other transactions contemplated hereby and by the Loan Documents, and the City has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The City, by. the Note Ordinance, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Note to the Bank, and to that end the City warrants that it will take all 4 {M 1490904 1 } action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The City has duly adopted the Note Ordinance, and authorized the execution, delivery, and performance of the Note and the Agreement and the taking of any and all other such action as may be required on the part of the City to carry out, give effect to ,and consummate the transactions contemplated by the Loan Documents. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of,the City enforceable in accordance with its terms and the terms of the Note Ordinance, and is entitled to the benefits and security of the Note Ordinance and this Agreement. All approvals, consents, and orders of and .filings with, any governmental authority ,or agency which would constitute a condition precedent to the issuance of the Note or the execution and delivery of or the performance by the City of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.3 Agreements. The making and performing by the City of this Agreement will not violate any provision of the Act, or 'any. ordinance or resolution of the City, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the City'is a party or by which the City is bound. The Loan Documents constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. Section 2.4 Litigation,_ Etc. There are no actions or proceedings pending against the City or affecting the City or, to the knowledge of the City, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the City, or which question the validity of this Agreement, the Note or any of the other Loan Documents or of any action taken or to be taken in connection with the 'transactions contemplated hereby or thereby. The City is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 2.5 Financial Information. The financial information regarding -the City furnished to .the' Bank by the City in connection with the Loan is complete and accurate, and there has been no material and adverse change in the financial condition of the City from that presented in such information. ARTICLE III REPRESENTATIONS OF SMCRA The SMCRA represents and warrants to the Bank that: Section 3.1 Powers of SMCRA. The SMCRA is a public body corporate and politic duly organized and validly existing under the laws of the State. Subject to Section 3.6 hereof, the SMCRA has the power to guarantee the amount provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Note in the manner contemplated hereby, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be . 1 (M1490904 1 ) performed and observed. Subject to Section 3.6 hereof, the SMCRA may lawfully guarantee the Note in order to obtain funds to finance the Project. Section 3.2 Authorization of Loan. Subject to Section 3.6 hereof, the SMCRA has, had or will have, as the case may be, full legal right, power, and authority to, adopt.the SMCRA Loan Resolution and to execute and deliver this Agreement, to guarantee the Note to the Bank, and to carry out and consummate all other transactions contemplated hereby and by. the Loan Documents, and the SMCRA has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The SMCRA, by the SMCRA Loan Resolution, has duly authorized the guarantee of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the guarantee of the Note to the Bank, and to that end the SMCRA warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The SMCRA has duly adopted the SMCRA Loan Resolution and authorized the execution, delivery, and performance of the Agreement and the guarantee of the Note and the taking of any and all other such action as may be required on the part of the SMCRA to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The guarantee of the Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the SMCRA enforceable in accordance with its terms and the terms of the SMCRA Loan Resolution, and is entitled to the benefits and security. of the SMCRA Loan Resolution and this Agreement. Subject to Section 3.6 hereof, all approvals, consents, and orders of and filings with any governmental . authority or agency which would constitute a condition precedent to the guarantee of the Note or the execution and delivery of or the. performance by the SMCRA of its obligations under the Loan Documents. have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 3.3 Aereements. Subject to Section 3.6 hereof, the making and performing by the SMCRA of this Agreement will not violate any provision of the Act, or any ordinance or resolution of the SMCRA, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the SMCRA is a party or by which the SMCRA is bound. Subject to Section 3.6 hereof, the Loan Documents constitute legal, valid and binding obligations of the SMCRA enforceable in accordance with their respective terms. Section 3.4 Litigation, Etc. There are no actions or proceedings pending against the SMCRA or affecting the SMCRA or, to the knowledge of the SMCRA, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the SMCRA, or which question the validity of this Agreement, the guarantee of the Note or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. The SMCRA is not in" default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 3.5 Financial Information. -The financial information regarding the SMCRA furnished to the Bank by the SMCRA in connection with the Loan is complete and accurate, and {M1490904_1 } there has been no material and adverse change in the financial condition of the SMCRA from that presented in such information. Section 3.6 County Approval. It is understood by the parties hereto that the obligations of the SMCRA hereunder and under the Note are subject to the County Approval, and that notwithstanding the execution of this Agreement and the Note by the SMCRA on the date.hereof, the obligations of the SMCRA are not effective until the County Approval has been received. All of the representations, warranties and covenants of the SMCRA hereunder are subject to such County Approval. The SMCRA covenants that it will take all steps necessary to obtain the County Approval. If such approval is obtained, the SMCRA's covenant to budget and appropriate its Non -Ad Valorem Revenues as specified in Section 5.3 hereof shall attach automatically, without the need for any further approval by the SMCRA or the City or any amendment to this Agreement. 'ARTICLE IV COVENANTS OF THE CITY 1. Section 4.1 Affirmative Covenants. The City covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the City hereunder or under, any of the other Loan Documents remains unpaid or unperformed, as follows: (a) Use of Proceeds. The City covenants that the proceeds from the Note will be used only to finance the Project and to pay closing costs. The City represents that, as of the date of issuance of the Note, there are no other bonds or ' obligations of the City secured by a covenant to budget and appropriate from its Non -Ad Valorem Revenues, other, than (i) the $573,366.50 City of South Miami, Florida Land Acquisition Promissory Note, Series 2005 (the "Land Acquisition Note "), (ii) the $1,425,000 City of South Miami, Florida Promissory Note, Series 2005A (YMCA Property) (the "2005 A YMCA Note "), (iii) the $500,000 City of South Miami, Florida Promissory Note, Series 2005B (YMCA Property) (the "2005 B YMCA Note "), (iv) the $850,000 City of South Miami, Florida Taxable Promissory Note, Series 2005C (YMCA Property) (the "20.05 .0 YMCA Note "), (v) the $2,200,000: Florida Municipal Loan, Series 2001A (the "2001A Loan") and (vi) the $6,500,000 Florida Municipal Loan, Series 2002A (the "2001A Loan"). This representation does not apply to any future bonds or obligations issued by the City. (b) Notice of Defaults. The City shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken or proposed to be taken by the City with respect thereto. (M1490904_1) (c) Records. The City agrees that any and all records of the City shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the City. (d) Maintain Existence. The City shall do all things lawfully within its power to maintain its existence as a municipal ,corporation of the State, and shall not voluntarily dissolve. (e) Notice of Liabilities. The City shall promptly inform the Bank of any actual or potential. contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the City. (f) Insurance. The City shall maintain. such liability, casualty and other insurance as is reasonable and prudent for similarly situated municipal corporations of the State and shall upon the request of the Bank, provide evidence of such coverage to the'Bank. (g) Comply with Laws. The City is in compliance with and shall comply with all applicable federal, state and local laws and regulatory requirements. (h) Taxes. In the event the -Note, this Agreement or any other Loan Document should be subject to the excise tax on documents or the intangible personal property tax, or any similar tax, of the State of Florida, the City shall pay such taxes or reimburse the Bank for any such taxes paid by it. (i) Investments. The City shall invest only in obligations permitted by Section 218.345, Florida Statutes. Section 4.2 Bank Fees and Expenses. The City hereby agrees to pay the Bank a commitment fee of $1;500.00 and the fees and expenses of counsel to the Bank in, connection with the issuance of the Note in the amount of $7,500.00, plus reasonable out of pocket expenses, said amounts to be due and payable upon the issuance of the Note. Section 4.3 Registration and Exchanize of Notes; Persons Treated as Owners. So long as the Note shall remain unpaid, the City will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. The City will transfer the registration of a Note upon written request of the Bank specifying the name, address and taxpayer identification number of the transferee. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall be made only to or upon the written order of such Person. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. Section 4.4 Payment of Principal and Interest. The' City promises, jointly and severally with the SMCRA (but subject to Section 3.6 with respect to the obligations of the SMCRA), that it will promptly pay the principal of and interest on the Note at the place, on the {M1490904 1) dates and in the manner provided therein according to the true intent and. meaning ' hereof and thereof, provided that the principal of. and interest on the Note is secured solely as provided in Section 4.5 hereof, and nothing in the Note or in the Note Ordinance shall be construed as pledging any funds or assets of the City to such payment or authorizing such payment to be made from any other source. The obligation of the City set forth in the preceding sentence shall be deemed satisfied to the extent the SMCRA has made such payment. The Note shall not be or constitute a general obligation or indebtedness of the City within the meaning of the Constitution of Florida, but shall be payable solely from and secured in the manner and to the extent provided in Section 4.5. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or.personal property to pay such Note or the interest thereon, nor shall any Holder be entitled to payment of such principal and interest from any other. funds of the City other than the Non -Ad Valorem Revenues, all in the manner and to the extent herein provided. Section 4.5 Covenant to Budget and Appropriate. The City hereby covenants and agrees to' appropriate in its annual budget, by amendment, if,necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay. the principal and interest due on the Note in accordance with it terms during such Fiscal Year. Such 'covenant, and agreement on the part of the City to budget and appropriate. such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect; any . particular Non -Ad Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such; covenant to appropriate Non -Ad Valorem Revenue is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the. payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Agreement, subject, however, in all respects to the terms of this Agreement and the restrictions of Section 166.241(3), Florida Statutes, which .provides, in part,. that the governing body of each municipality make appropriations for each Fiscal Year which, in any one.year, shall not exceed the amount to be received from taxation or other revenue sources; and,subject, further, to 'the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 4.6 Prepayment. The City shall be entitled to prepay the Note prior to maturity in whole or in part at any time at a. price of par plus accrued interest to the date of (M1490904 1} prepayment, upon written notice to the Holder. given by the City at least five (5) days prior to the date fixed for prepayment. Section 4.7 Business Days. In any'case where the due date of interest on or principal of the Note is not a Business Day, then payment of such principal or interest need not be made on ,such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given.until the payment is actually received by the Bank. Section 4.8 Officers and Employees of the City Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement or the Note or for. any claim based thereon or otherwise in respect thereof, shall be had against any Commissioner of the City, or any officer, agent or employee, as such, of the City past, present or future, it being expressly understood (a) that the obligation of the City under this Agreement and the Note is solely a corporate one, (b) that no.personal liability whatsoever shall attach to, or is or shall be incurred by, the City Commission, or the officers, agents, or employees, as such, of the City, or any of them, under or by reason of the obligations, covenants or agreements contained in this Loan Agreement or implied therefrom, and.(c) that any and all such personal liability of, and any, and all such rights and claims against, every such Commissioner of the City, and every officer, agent, or employee, as such, of the City under or by reason of the obligations, covenants or agreements contained in this Loan Agreement, or implied therefrom,! are waived and released as a condition of, and as a consideration for, the execution of this Loan Agreement and the issuance of the Note on the part of the City. Section 4.9 Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become mutilated,. or be destroyed; stolen or lost, the City shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or. in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Holder furnishing the City proof of ownership thereof and indemnity reasonably satisfactory to the City and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur. The Note so surrendered shall be canceled. Section 4.10 Section 265 Designation of Note. The reasonably anticipated amount of tax- exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the City during 2006 does not exceed $10,000,000. There are no entities which are subordinate to or which issue obligations on behalf of the City. The City hereby designates the, Note as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the Code. The City hereby covenants. and agrees not to take any action or to fail to .take any action if such action or failure would cause the Note to no longer be a "qualified tax- exempt obligation." Section 4.11 Tax Representations, Warranties 'and Covenants of the City. Notwithstanding anything herein to the contrary, the City hereby covenants and represents that it has taken and caused to be taken and shall make and take and cause to be made and taken all actions that maybe required of it for the interest on the Note to be and remain excluded from the gross income of the Holder for federal income tax purposes, and that to the best of its knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability 10 (M14909041) and within its control, it shall not make or take, or permit to be made or taken on its behalf, any action which, if made or taken, would adversely affect such exclusion under the provisions of the Code. The City acknowledges that the continued exclusion of interest on the Note from gross income for federal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code. The City hereby acknowledges responsibility to take all reasonable actions necessary to comply with these requirements. The City hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the Note or other funds of the City to be intentionally used, directly or indirectly, to acquire or to replace funds which were used directly or indirectly to acquire any higher yielding investments (as defined in Section 148 of the Code), the acquisition of which would cause the Note to be an arbitrage bond for purposes of Sections 103(b)(2) and 148 of the Code. The City further agrees and covenants that it shall do and perform all acts and things necessary in order to assure that the requirements of Sections 103(b)(2) and 148 of the Code are met. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (a) to pay to the United States of America at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non - purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non - purpose investments were invested at a rate equal to the yield on the Note, plus any income attributable to such excess (the "Rebate Amount "); (b) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; and (c) to comply with all representations and restrictions contained in any Tax Certificate executed by the City in connection with the Note. The City understands that the foregoing covenants impose continuing obligations on it to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 4.12 Additional Tax Covenants of the City. For so long as the Note remains outstanding, the City hereby covenants as follows: (a) It will comply with, and timely make or cause to be made all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service; (b) It will not use, invest, direct or permit the investment of the proceeds of the Note or any investment earnings thereon in a manner that will result in such Note becoming a "private activity bond" within the meaning of Sections 141 and 145 of the Code; (M14909041) (c) It will not use or permit to be used more than ten percent (10 %) of the proceeds of the Note (including any amounts used to pay costs associated with issuing such Note), including all investment income earned on such proceeds directly or indirectly, in any trade or business carried on by any person who is not the City or a state or political subdivision or instrumentality thereof as those terms are used in Section 103 of the Code (an 'Exempt Person "); (d) It will not use or permit the use of any portion of the proceeds of the Note, including all investment income earned on such proceeds, directly or indirectly, to make or finance loans to persons who are not Exempt Persons; (e) It has not entered into, and will not enter into, any arrangement with any person or organization (other than an Exempt Person) which provides for such person or organization to manage, operate, or provide services with respect to more than 10% of the property financed with the proceeds of the Note (a "Service Contract "), unless the guidelines set forth in Revenue Procedure 97 -13 (or the guidelines set forth in Revenue Procedure 93 -19, to the extent applicable, or any new, revised or additional guidelines applicable to Service Contracts) (the "Guidelines "), are satisfied, except to the extent it obtains a private letter ruling from the Internal Revenue Service or an opinion of nationally recognized Bond Counsel which allows for a variation from the Guidelines; (i) It will not cause the Note to be treated as "federally guaranteed" for purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph, the Note shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest is or will be guaranteed directly or indirectly by the United States of America or any agency or instrumentality thereof, or (ii) 5% or more of the proceeds of the Note will be (A) used in making loans the payment of principal or interest with respect to which is to be guaranteed in whole or in part by the United States of America or any agency or instrumentality thereof, or (B) invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee is not described in Section 149(b)(3) of the Code; and (g) It will comply with the information reporting requirements of Section 149(e)(2) of the Code. The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have the meanings assigned to them for purposes of Section 148 of the Code. 12 {M 1490904 1 } ARTICLE V COVENANTS OF THE SMCRA Section 5.1 Affirmative Covenants. The SMCRA covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the SMCRA hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: (a) Use of Proceeds. The SMCRA covenants that the proceeds from the Note will be used only to finance the Project and to pay closing costs. The SMCRA represents that, as of the date of issuance of the Note, there are no other bonds or obligations of the SMCRA secured by a covenant to budget and appropriate from its Non -Ad Valorem Revenues. This representation does not apply to any future bonds or obligations issued by the SMCRA. (b) Notice of Defaults. The SMCRA shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the SMCRA of all relevant facts and the action being taken or proposed to be taken by the SMCRA with respect thereto. (c) Records. The SMCRA agrees that any and all records of the SMCRA shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the SMCRA. (d) Maintain Existence. The SMCRA shall do all things lawfully within its power to maintain its existence as a community redevelopment agency of the State, and shall not voluntarily dissolve. (e) Notice of Liabilities. The SMCRA shall promptly inform the Bank of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the SMCRA. (f) Insurance. The SMCRA shall maintain such liability, casualty and other insurance as is reasonable and prudent for similarly situated community redevelopment agencies of the State and shall upon the request of the Bank, provide evidence of such coverage to the Bank. (g) Comply with Laws. The SMCRA is in compliance with and shall comply with all applicable federal, state and local laws and regulatory requirements. (h) Taxes. In the event the Note, this Agreement or any other Loan Document should be subject to the excise tax on documents or the intangible personal property 13 {M1490904 1} tax, or any similar tax, of the State of Florida, the SMCRA shall pay such taxes or reimburse the Bank for any such taxes paid by it. (i) Investments. The SMCRA shall invest only in obligations permitted by Section 218.345, Florida Statutes. Section 5.2 Pavment of Principal and Interest. Subject to Section 3.6 hereof, the SMCRA promises, jointly and severally with the City, that it will promptly pay the principal of and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the principal of and interest on . the Note is secured solely as provided in Section 5.3 hereof, and nothing in the Note or in the Note Ordinance shall be construed as pledging any funds or assets of the SMCRA to such payment or authorizing such payment to be made from any other source. The obligation of the SMCRA set forth in the preceding sentence shall be deemed satisfied to the extent the City has made such payment. The Note shall not be or constitute a general obligation or indebtedness of the SMCRA within the meaning of the Constitution of Florida, but shall be payable solely from and secured in the manner and to the extent provided in Section 5.3. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the SMCRA or taxation in any form on any real or personal property to pay such Note or the interest thereon, nor shall any Holder be entitled to payment of such principal and interest from any other funds of the SMCRA other than the Non -Ad Valorem Revenues, all in the manner and to the extent herein provided. Section'53 Covenant to Budget and Appropriate. The SMCRA hereby covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance with it terms during such Fiscal Year. Such covenant and agreement on the part of the SMCRA to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non - Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the SMCRA, the SMCRA does not covenant to maintain any services or programs, now provided or maintained by the SMCRA, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the SMCRA from pledging in the future its Non -Ad Valorem Revenues, nor does it require the SMCRA to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the SMCRA. Such covenant to appropriate Non -Ad Valorem Revenue is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the SMCRA a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Agreement, subject, however, in all respects to the terms of this Agreement and the restrictions 14 (M 1490904 1) of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the SMCRA or which are legally mandated by applicable law. Section 5.4 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 5.5 Officers and Employees of the SMCRA Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any Commissioner of the SMCRA, or any officer, agent or employee, as. such, of the SMCRA past, present or future, it being expressly understood (a) that the obligation of the SMCRA under this Agreement and the Note is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the SMCRA Commission, or the officers, agents, or employees, as such, of the SMCRA, or any of them, under or by reason of the obligations, covenants or agreements contained in this Loan Agreement or implied therefrom, and (c) that any and all such personal liability of, and any and all such rights and claims against, every such Commissioner of the SMCRA, and every officer, agent, or employee, as such, of the SMCRA under or by reason of the obligations, covenants or agreements contained in this Loan Agreement, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Loan Agreement and the issuance of the Note on the part of the SMCRA. Section 5.6 Tax Representations, Warranties and Covenants of the SMCRA. Notwithstanding anything herein to the contrary, the SMCRA hereby covenants and represents that it has taken and caused to be taken and shall make and take and cause to be made and taken all actions that may be required of it for the interest on the Note to be and remain excluded from the gross income of the Holder for federal income tax purposes, and that to the best of its knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability and within its control, it shall not make or take, or permit to be made or taken on its behalf, any action which, if made or taken, would adversely affect such exclusion under the provisions of the Code. The SMCRA acknowledges that the continued exclusion of interest on the Note from gross income for federal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code. The SMCRA hereby acknowledges responsibility to take all reasonable actions necessary to comply with these requirements. The SMCRA hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the Note or other funds of the SMCRA to be intentionally used, directly or indirectly, to acquire or to replace funds which were used directly or indirectly to acquire any higher yielding investments (as defined in Section 148 of the Code), the acquisition of which would cause the Note to be an arbitrage bond for purposes of Sections 103(b)(2) and is (M14909041) 148 of the Code. The SMCRA further agrees and covenants that it shall do and perform all acts and things necessary in order to assure that the requirements of Sections 103(b)(2) and 148 of the Code are met. Specifically, without intending to limit in any way the generality of the foregoing, the SMCRA covenants and agrees: (a) to pay to the United States of America at the times required pursuant to Section 148(0 of the Code, the excess of the amount earned on all non - purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non - purpose investments were invested at a rate equal to the yield on the Note, plus any income attributable to such excess (the "Rebate Amount "); (b) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; and (c) to comply with all representations and restrictions contained in any Tax Certificate executed by the SMCRA in connection with the Note. The SMCRA understands that the foregoing covenants impose continuing obligations on it to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 5.7 Additional Tax Covenants of the SMCRA. For so long as the Note remains outstanding, the SMCRA hereby covenants as follows: (a) It will comply with, and timely make or cause to be made all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service; (b) It will not use, invest, direct or permit the investment of the proceeds of the Note or any investment earnings thereon in a manner that will result in such Note becoming a "private activity bond" within the meaning of Sections 141 and 145 of the Code; (c) It will not use or permit to be used more than ten percent (10 %) of the proceeds of the Note (including any amounts used to pay costs associated with issuing such Note), including all investment income earned on such proceeds directly or indirectly, in any trade or business carried on by any person who is not the SMCRA or a state or political subdivision or instrumentality thereof as those terms are used in Section 103 of the Code (an "Exempt Person "); (d) It will not use or permit the use of any portion of the proceeds of the Note, including all investment income earned on such proceeds, directly or indirectly, to make or finance loans to persons who are not Exempt Persons; 16 (M14909041) (e) It has not entered into, and will not enter into, any arrangement with any person or organization (other than an Exempt Person) which provides for such person or organization to manage, operate, or provide services with respect to more than 10% of the property financed with the proceeds of the Note (a "Service Contract "), unless the guidelines set forth in Revenue Procedure 97 -13 (or the guidelines set forth in Revenue Procedure 93 -19, to the extent applicable, or any new, revised or additional guidelines applicable to Service Contracts) (the "Guidelines "), are satisfied, except to the extent it obtains a private letter ruling from the Internal Revenue Service or an opinion of nationally recognized Bond Counsel which allows for a variation from the Guidelines; (f) It will not cause the Note to be treated as "federally guaranteed" for purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph, the Note shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest is or will be guaranteed directly or indirectly by the United States of America or any agency or instrumentality thereof, or (ii) 5% or more of the proceeds of the Note will be (A) used in making loans the payment of principal or interest with respect to which is to be guaranteed in whole or in part by the United States of America or any agency or instrumentality thereof, or (B) invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee is not described in Section 149(b)(3) of the Code; and (g) It will comply with the information reporting requirements of Section 149(e)(2) of the Code. The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have the meanings assigned to them for purposes of Section 148 of the Code. ARTICLE VI CONDITIONS OF LENDING Section 6.1 Conditions of Lending. The obligations of the Bank to lend hereunder are subject to the following conditions precedent: (a) Representations and Warranties. The representations and warranties set forth in the Loan Documents are and shall be true and correct to the best of the City's and the SMCRA's knowledge on and as of the date hereof. (b) 'No Default. On the date hereof the City and the SMCRA shall be in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time. 17 (M14909041) (c) Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank (such satisfaction to be evidenced by the purchase of the Note by the Bank): (i) The opinion of the City Attorney regarding the due authorization, execution, delivery, validity and enforceability of this Agreement and the Note, the City's and the SMCRA's power to incur the debt evidenced by the Note and the due adoption of the Ordinance and the SMCRA Loan Resolution; (ii) The opinion of Bond Counsel to the effect that, (A) the interest on the Note is excluded from gross income for federal income tax purposes, (B) the Note is not an item of tax preference under Section 57 of the Code, (C) the Note is a qualified tax- exempt obligation under Section 265(b)(3) of the Code and (D) the Note and the income thereon is exempt from the State excise tax on documents and intangible personal property tax; and request. (iii) Such additional supporting documents as the Bank may reasonably ARTICLE VII THE LOAN; CITY'S AND SMCRA'S OBLIGATIONS; DESCRIPTION AND PAYMENT TERMS Section 7.1 The Loan. The Bank hereby agrees to loan to the City and the SMCRA the amount of $1,465,000 to be evidenced by the Note, to provide funds to finance the Project and to pay closing costs upon the terms and conditions set forth in the Note Ordinance, the SMCRA Loan Resolution and this Agreement. Subject to Section 3.6 hereof, the City and the SMCRA each agree, jointly and severally, to repay the principal amount borrowed plus interest thereon, upon the terms and conditions set forth in the Loan Documents. Section 7.2 Description and Payment Terms of the Note. To evidence the Loan, the City shall issue and deliver to the Bank, and the SMCRA shall guarantee, the Note in the form attached hereto as Exhibit "A ". ARTICLE VIII CREATION AND USE OF FUNDS AND ACCOUNTS Section 8.1 Note Fund. There is hereby created a fund, entitled "City of South Miami, Florida, Community Redevelopment Note, Series 2006 Note Fund" (the "Note Fund "). There shall be deposited into the Note Fund on each Note Payment Date sufficient amounts of Non -Ad Valorem Revenues of either the City or the SMCRA as specified in Sections 4.5 and 5.3 18 {M1490904_1 } hereof which, together with the amounts already on deposit therein, will enable the City to pay the principal of and interest on the Note on each Note Payment Date. Moneys in the Note Fund shall be applied on each Note Payment Date to the payment of principal of and interest on the Note coming due on each such date. Section 8.2 Funds. Each of the funds and accounts herein established and created shall constitute trust funds for the purposes provided herein for such funds and accounts respectively. The money in such funds and accounts shall be continuously secured in the same manner as deposits of City funds are authorized to be secured by the laws of the State of Florida. The designation and establishment of the funds and accounts in and by this Agreement shall not be construed to require the establishment of any completely independent, self - balancing funds, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the City for the purposes herein provided and to establish certain priorities for application of such revenues and assets. Section 8.3 Rebate Fund and Rebate Covenants. There is hereby created and established a fund to be held by the City, designated the "City of South Miami, Florida Community Redevelopment Note, Series 2006 Rebate Fund" (the "Rebate Fund"). The Rebate Fund shall be held by the City separate and apart from all other funds and accounts held by the City under this Agreement and from all other moneys of the City. Notwithstanding anything in this Agreement to the contrary, the City or the SMCRA shall transfer to the Rebate Fund the amounts required to be transferred in order to comply with the Tax Certificate or the Rebate Covenants, if any, attached as an Exhibit to the Tax Certificate to be delivered by the City and the SMCRA on the date of delivery of the Note (the "Rebate Covenants "), when such amounts are so required to be transferred. The City Manager or the Executive Director shall make or cause to be made payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by the Rebate Covenants. The City and the SMCRA covenant for the benefit of the Holder that it will comply with the Rebate Covenants. The Rebate Fund, together with all moneys and securities from time to time held therein and all investment earnings derived therefrom, shall be excluded from the pledge and lien of this Agreement. The City and the SMCRA shall not be required to comply with the requirements of this Section 8.3 in the event that the City or the SMCRA obtains and opinion of nationally recognized bond counsel that (i) such compliance is not required in order to maintain the federal income tax exemption of interest on the Note and/or (ii) compliance with some other requirement is necessary to maintain the federal income tax exemption of interest on the Note. 19 ( M 1490904_1) ARTICLE IX SPECIAL COVENANTS Section 9.1 Financial Statements. Each of the City and the SMCRA shall, upon receipt by the City and the SMCRA, as applicable, or within two hundred ten (210) days of each Fiscal Year end, whichever is sooner, provide the Holder with a printed copy of its respective Comprehensive Annual Financial Report, its respective current year operating budget and its respective capital improvement plan, and a certificate of its City Manager and Executive Director, as applicable, in form and substance satisfactory to the Holder, evidencing compliance with the covenant set forth in Section 9.2 below. The City shall also provide to the Holder any other financial information reasonably requested by such Holder. Section 9.2 Coverage Requirement. The City covenants and agrees that it will at all times maintain a coverage ratio such that the average of Non -Ad Valorem Revenues (excluding enterprise fund revenues) of the City during the prior two Fiscal Years is equal to at least 200% of Maximum Annual Debt Service. For purposes of this paragraph, (a) "Maximum Annual Debt Service" shall mean the maximum amount of principal and interest required in the then current or any future fiscal year to pay all Debt Obligations; and (b) "Debt Obligations" shall mean debt service on debt obligations of the City, including the Note, which are secured by or payable from general or specific Non -Ad Valorem Revenues. Calculations of Non -Ad Valorem Revenues will be based on information derived from the most recently audited Fiscal Year end financial statements. For purposes of calculating Maximum Annual Debt Service, the interest rate to be assumed for indebtedness bearing interest at a variable rate shall be equal the average rate of interest paid by the City with respect to such indebtedness during the twelve (12) months preceding the date of calculation. ARTICLE X EVENTS OF DEFAULT Section 10.1 General. An "Event of Default" shall be deemed to have occurred under this Agreement if. (a) The City or the SMCRA shall fail to make any payment of the principal of or interest on the Note after the same shall become due and payable, whether by maturity, by acceleration at the discretion of the Bank as provided for in Section 10.2, or otherwise; or 20 (M14909041) (b) The City or the SMCRA shall default in the performance of or compliance with any term or covenant contained in the Loan Documents, other than a term or covenant a default in the performance of which or noncompliance with which is dealt with in Section 10.1(a) or (c) through (h) hereof, which default or non - compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the City and the SMCRA by the Bank; or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Sections 4.1(b) or 5.1(b) of this Agreement, whichever is earlier; or (c) Any representation or warranty made in writing by or on behalf of the City in any Loan Document shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (d) The City or the SMCRA admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself; or (e) The City or the SMCRA is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the City or the SMCRA, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the City or the SMCRA, as applicable, a receiver or trustee of the City or the SMCRA or of the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (f) The City or the SMCRA shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida; or (g) The City or the SMCRA shall default in the due and punctual payment or performance of covenants under any obligation for the payment of money to the Bank or any other subsidiary or affiliate of the Bank; or (h) A judgment or order shall be rendered against the City or the SMCRA for the payment of money in excess of $100,000 which is not covered by insurance and such judgment or order shall continue unsatisfied or unstayed for a period of more than 30 days. Section 10.2 Effect of Event of Default. Except as otherwise provided in the Note, immediately and without notice, upon the occurrence of any Event of Default, the Bank may declare all obligations of the City and the SMCRA under the Loan Documents to be immediately due and payable without further action of any kind and upon such declaration the Note and the interest accrued thereon shall become immediately due and payable. In addition, and regardless whether such declaration is or is not made, the Bank may also seek enforcement of and exercise all remedies available to it under this Agreement, the Note Ordinance, the SMCRA Loan Resolution, the Act and any other applicable law. Should the City or the SMCRA default in any obligation created by this Agreement or the Note, the Bank may, in addition to any other remedies set forth in this Agreement or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of `ii (M1490904_1) competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be performed by the City or by any officer thereof. ARTICLE XI MISCELLANEOUS Section 11.1 No Waiver; Cumulative Remedies. No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder, or under the Note or other Loan Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity. Section 11.2 Amendments, Changes or -Modifications to the Agreement. This Agreement shall not be amended, changed or modified except by written instrument between the Bank, the City and the SMCRA. The City and the SMCRA, jointly and severally, agree to pay all of the Bank's costs and reasonable attorneys' fees incurred in modifying and/or amending this Agreement at the City's or the SMCRA's request or behest. Section 11.3 Counterparts. 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. Section 11.4 Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 11.5 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 City and the SMCRA 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 11.6 Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital 22 {M 1490904_1) transmission method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: If to the City: City Manager City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Fax Number: 305- 663 -6345 If to the SMCRA: Executive Director City of South Miami Community Redevelopment Agency 6130 Sunset Drive South Miami, Florida 33143 Fax Number: 305- 663 -6345 If to the Bank: SunTrust Bank 777 Brickell Avenue, 4`h Floor Miami, Florida 33131 Attention: Institutional and Governmental Banking Fax Number: 305 -579 -7133 or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 11.6. Section 11.7 Applicable Law. This Agreement, and each of the Loan Documents and transactions contemplated herein, shall be construed pursuant to and governed by the substantive laws of the State. Section 11.8 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The City and the SMCRA shall have no rights to assign any of their rights or obligations hereunder without the prior written consent of the Bank. Section 11.9 Conflict. In the event any conflict arises between the terms of this Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern in all instances of such conflict. Section 11.10 No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder. Section 11.11 Attorneys Fees. To the extent legally permissible, the City and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Note Ordinance (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party. 23 {M 1490904_1 } Section 11.12 Entire Agreement. Except as otherwise expressly provided, this Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. Section 11.13 Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement. Section 11.14 Waiver of Jury Trial. THE CITY, THE SMCRA AND THE BANK IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, THE NOTE OR THE NOTE ORDINANCE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS AGREEMENT. [Remainder of page intentionally left blank] 24 {M 1490904_1 } IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the date of first set forth above. CITY OF SOUTH MIAMI, FLORIDA IN Title: City Manager CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY Title: Executive Director SUNTRUST BANK { M 1490904_1 } Title: Vice President 25 EXHIBIT A May _, 2006 $1,465,000 CITY OF SOUTH MIAMI, FLORIDA COMMUNITY REDEVELOPMENT NOTE, SERIES 2006 KNOW ALL MEN BY THESE PRESENTS that the City of South Miami, Florida (the "City "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of SunTrust Bank, or registered assigns (hereinafter, the 'Bank" or the "Holder "), the principal sum of $1,465,000, together with interest on the principal balance outstanding at the rate of 4.83% per annum (subject to adjustment as hereinafter provided), based upon a year of 360 days for the actual number of days elapsed. Principal of and interest on this Note are payable in lawful money of the United States of America at such place as the Bank may designate to the City. For purposes of this Note, the following definitions shall apply: (1) "Code" means the Internal Revenue Code of 1986, as amended; (2) "Cost of Funds" means 100 multiplied by a fraction, the numerator of which is equal to the total interest expense of SunTrust Bank for its immediately preceding tax year and the denominator of which is equal to the average total assets of SunTrust Bank for such tax year, but not to exceed the cost of Fed Funds. (3) "Fully Taxable Equivalent" means the rate of interest on the Note multiplied by 1.5084, expressed as a number and not as a percentage. (4) "Maximum Corporate Tax Rate" means the maximum Federal income tax rate applicable to corporations, presently 35 %. (5) "Preference Reduction Rate" means the percentage reduction to be applied to the amount allowable as a deduction under Chapter I of the Code with respect to any financial institution preference item (as such term is defined in Section 291(e) of the Code), presently 20 %. If this Note is not or ceases to be a "qualified tax - exempt obligation" as defined in Section 265(b) of the Code, the Preference Reduction Rate shall be deemed to increase from twenty percent (20 %) to one hundred percent (100 %). (6) "TEFRA Adjustment" means an adjustment equal to the product of the Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by the applicable Preference Reduction Rate. A -1 IM 1490904_1 } If for any reason the interest on this Note becomes includable in the gross income of the holder of this Note for Federal income tax purposes (an "Event of Taxability "), this Note shall bear interest from the earliest effective date of such Event of Taxability at a rate per annum equal to the interest rate otherwise borne by this Note multiplied by 1.5084. In addition to the foregoing, the City shall pay any additions to tax, penalties and interest, and any arrears in interest imposed upon the holder of this Note on account of an Event of Taxability. All such additional interest, additions to tax and penalties shall be paid on the next succeeding Payment Date following the date the holder was advised of such Event of Taxability. No Event of Taxability shall be deemed to occur unless the City has been given timely written notice of such occurrence by the Holder of this Note and, to the extent permitted by law, an opportunity to participate in and seek, at the City's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Event of Taxability; provided that the City, at its own expense, delivers to the holder of this Note an opinion of bond counsel acceptable to such holder to the effect that such appeal or action for judicial or administrative review is not without merit and there is a reasonable possibility that the judgment, order, ruling or decision from which such appeal or action for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. The interest rate borne by this Note shall also be adjusted automatically as of the effective date of any change in the Maximum Corporate Tax Rate or in the Preference Reduction Rate, to the product obtained by multiplying the rate of interest on the Note by a fraction, the numerator of which is equal to the sum of (i) the product of the Fully Taxable Equivalent times 1 minus the Maximum Corporate Tax Rate in effect as of the date of adjustment, plus (ii) the TEFRA Adjustment in effect as of the date of adjustment, and the denominator of which is equal to the sum of (i) the product of the Fully Taxable Equivalent times 0.65, plus (ii) the TEFRA Adjustment in effect on the date of closing of the Note. A certificate of the Holder as to any such additional amount or amounts, in the absence of manifest error, shall be final and conclusive. In determining such amount, the Holder may use any reasonable averaging and attribution methods. The principal on this Note shall be due and payable on February 1, May 1, August 1 and November 1 of each year (each, a "Note Payment Date "), beginning August 1, 2006, through and including May 1, 2021 (the "Maturity Date "), in the amounts set forth on the payment schedule attached hereto. Interest on this Note shall be due and payable on each Note Payment Date beginning on August 1, 2006 until the Maturity Date. The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. All payments by the City pursuant to this Note shall apply first to accrued interest, then to other charges due the Bank, and the balance thereof shall, apply to the principal sum due. The principal of and interest on this Note may be prepaid at the option of the City in whole or in part at any time at a price of par plus accrued interest to the date of prepayment, A -z. (M14909041) upon written notice to the Bank given by the City at least five (5) days prior to the date fixed for prepayment. Partial prepayments shall be applied to Note Payment Dates in the inverse order of their maturity and shall not lower the amounts, or postpone the due dates, of any installments of principal and interest due hereunder. Interest at the lesser of 12% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of an Event of Default under the Loan Agreement, irrespective of a declaration of maturity. The City to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. This Note is issued pursuant to an Ordinance duly adopted by the City on April 18, 2006, as from time to time amended and supplemented (herein referred to as the "Ordinance "), and a Loan Agreement, dated of even date herewith, between the City, the City of South Miami Community Redevelopment Agency and the Bank (the "Loan Agreement ") and is subject to all the terms and conditions of the Loan Agreement. All terms, conditions and provisions of the Loan Agreement are by this reference thereto incorporated herein as a part of this Note. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. The City has covenanted and agreed in the Loan Agreement to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance with its terms during such Fiscal Year. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source other than ad valorem taxation on real or personal property which the City derived from any source other than ad valorem taxation on real or personal property which are legally available to make the payments required under the Loan Agreement; but only after provision has been made by the City for the payment of all essential or legally mandated services. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated- and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the A -3 {M 1490904_11 payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Loan Agreement shall have the effect of making available in the manner described herein Non - Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Loan Agreement, subject, however, in all respects to the terms of the Loan Agreement and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Reference is hereby made to the Loan Agreement for the provisions, among others, relating to the terms, lien and security of the Note, the custody and application of the proceeds of the Note, the rights and remedies of the Holder of the Note, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the Holder hereof for himself and his successors in interest assents by acceptance of this Note. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT. It is further agreed between the City and the Holder of this Note that neither the members of the Governing Body of the City nor any person executing the Note shall be liable personally on the Note by reason of its issuance. This Note may be exchanged or transferred by the Bank hereof but only upon the registration books maintained by the City and in the manner provided in the Loan Agreement. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of South Miami, Florida has caused this Note to be executed in its name by the manual signature of its City Manager, and attested by the manual Film! (M]4909041) signature of its Clerk and its corporate seal or a facsimile thereof affixed hereto, all as of this 20th day of April, 2006. CITY OF SOUTH MIAMI, FLORIDA By: Title: City Manager [SEAL] ATTEST: By: Clerk Pursuant to Resolution No. adopted by the Board of Commissioners of the South Miami Community Redevelopment Agency (the " SMCRA') on April 10, 2006, the SMCRA has executed the Loan Agreement and hereby guarantees all payments due under this Note, effective from and after the date on which the Board of County Commissioners of Miami -Dade County gives, the approval required by Section 3.6 of the Loan Agreement. CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY By: Title: Executive Director [SEAL] ATTEST: By: Secretary A -5 {M1490904_1) FORM OF ASSIGNMENT FOR VALUE RECEIVED, thereunder, and hereby the undersigned hereby sells, assigns and transfers unto the within Note and all rights irrevocably constitutes and appoints attorney to transfer the within Note in the books kept by the City for the registration thereof, with full power of substitution in the premises. Date: SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION NUMBER OF ASSIGNEE NOTICE: The signature of this assignment must correspond with the name as it appears upon the within Note in every particulate, or any change whatever. [Form of Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT - Custodian for (Cust.) (Minor) under Uniform Transfers to Minors Act of (State). Additional abbreviations may also be used though not in the above list. Name and address of assignee for payment and notice purposes Notice: Date: Assignee: By: Title: Payment: A -6 {M 1490904_1 } PAYMENT SCHEDULE [to be attached] A -7 {M1490904_1 } FLORIDA LEAGUE OF CITIES PROPOSAL Apr 3, 2006 1 1:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) TABLE OF CONTENTS South Miami S1.5 million for 15 years Florida Municipal Loan Council Rates as of 3-31-06 PRELIMINARY NUMBERS Report Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 BondPricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 1 SOURCES AND USES OF FUNDS South Miami 51.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Dated Date 05/15/2006 Delivery Date 05/15/2006 Sources: Bond Proceeds: Par Amount 1,545,000.00 1,545,000.00 Uses: Project Fund Deposits: Project 1,500,000.00 Delivery Date Expenses: Cost of Issuance 6,380.85 Underwriter's Discount 9,254.55 Bond Insurance 9,591.31 Surety Bond Fee 15,000.00 40,226.71 Other Uses of Funds: Additional Proceeds 4,773.29 1,545,000.00 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 2 BOND SUMMARY STATISTICS South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Dated Date 05/15/2006 Delivery Date 05/15/2006 Last Maturity 10/01/2021 Arbitrage Yield 4.358922% True Interest Cost (TIC) 4.220976% Net Interest Cost (NIC) 4.218936% All -In TIC 4.668553% Average Coupon 4.153388% Average Life (years) 9.138 Duration of Issue (years) 7.445 Par Amount 1,545,000.00 Bond Proceeds 1,545,000.00 Total Interest 586,402.96 Net Interest 595,657.51 Total Debt Service 2,131,402.96 Maximum Annual Debt Service 142,065.00 Average Annual Debt Service 138,602.79 Underwriter's Fees (per $1000) 1,520,408.69 Average Takedown 05/1512006 Other Fee 5.990000 Total Underwriter's Discount 5.990000 Bid Price 99.401000 Par Average Average Bond Component Value Price Coupon Life Serial Bonds 1,545,000.00 100.000 4.153% 9.138 1,545,000.00 9.138 All -In Arbitrage TIC TIC Yield Par Value 1,545,000.00 1,545,000.00 1,545,000.00 • Accrued Interest • Premium (Discount) - Underwriter's Discount (9,254.55) (9,254.55) - Cost of Issuance Expense (6,380.85) -Other Amounts (24,591.31) (24,591.31) Target Value 1,535,745.45 1,504,773.29 1,520,408.69 Target Date 05/1512006 05/15/2006 05/15/2006 Yield 4.220976% 4.668553% 4.358922% Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 3 BOND PRICING South Miami S1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Maturity Bond Component Date Amount Rate Yield Price Serial Bonds: 10/01/2007 75,000 3.590% 3.590% 100.000 10/01/2008 80,000 3.640% 3.640% 100.000 10/01/2009 85,000 3.670% 3.670% 100.000 10/01/2010 85,000 3.700% 3.700% 100.000 10 /01 /2011 90,000 3.730% 3.730% 100.000 10/01/2012 95,000 3.820% 3.820% 100.000 10/01/2013 95,000 3.910% 3.910% 100.000 10/01/2014 100,000 3.990% 3.990% 100.000 10/01 /2015 105,000 4.040% 4.040% 100.000 10/01/2016 110,000 4.090% 4.090% 100.000 10/01/2017 115,000 4.240% 4.240% 100.000 10 /01 /2018 120,000 4.280% 4.280% 100.000 10/01/2019 125,000 4.310% 4.310% 100.000 10/01/2020 130,000 4.340% 4.340% 100.000 10/01/2021 135,000 4.370% 4.370% 100.000 1,545,000 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds 05/15/2006 05/15/2006 10/01 /2006 1,545,000.00 1,545,000.00 100.000000% (9,254.55) (0.599000) 1,535,745.45 99.401000% 1,535,745.45 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 4 BOND DEBT SERVICE South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Period Ending Principal Coupon Interest Debt Service Bond Balance Total Bond Value 10/01/2006 23,513.46 23,513.46 1,545,000 1,545,000 10101/2007 75,000 3.590% 62,241.50 137,241.50 1,470,000 1,470,000 10/01/2008 80,000 3.640% 59,549.00 139,549.00 1,390,000 1,390,000 10/01/2009 85,000 3.670% 56,637.00 141,637.00 1,305,000 1,305,000 10/01/2010 85,000 3.700% 53,517.50 138,517.50 1,220,000 1,220,000 10/01/2011 90,000 3.730% 50,372.50 140,372.50 1,130,000 1,130,000 10/01 /2012 95,000 3.820% 47,015.50 142,015.50 1,035,000 1,035,000 10/01/2013 95,000 3.910% 43,386.50 138,386.50 940,000 940,000 10/01/2014 100,000 3.990% 39,672.00 139,672.00 840,000 840,000 10/01 /2015 105,000 4.040% 35,682.00 140,682.00 735,000 735,000 10/01/2016 110,000 4.090% 31,440.00 141,440.00 625,000 625,000 10/01/2017 115,000 4.240% 26,941.00 141,941.00 510,000 510,000 10/01/2018 120,000 4.280% 22,065.00 142,065.00 390,000 390,000 10/01/2019 125,000 4.310% 16,929.00 141,929.00 265,000 265,000 10/01/2020 130,000 4.340% 11,541.50 141,541.50 135,000 135,000 10/01/2021 135,000 4.370% 5,899.50 140,899.50 1,545,000 586,402.96 2,131,402.96 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 5 BOND DEBT SERVICE South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 10/01/2006 23,513.46 23,513.46 23,513.46 1,545,000 1,545,000 04/01/2007 31,120.75 31,120.75 1,545,000 1,545,000 10/01/2007 75,000 3.590% 31,120.75 106,120.75 137,241.50 1,470,000 1,470,000 04101/2008 29,774.50 29,774.50 1,470,000 1,470,000 10/01/2008 80,000 3.640% 29,774.50 109,774.50 139,549.00 1,390,000 1,390,000 04/01/2009 28,318.50 28,318.50 1,390,000 1,390,000 10/01/2009 85,000 3.670% 28,318.50 113,318.50 141,637.00 1,305,000 1,305,000 04/01/2010 26,758.75 26,758.75 1,305,000 1,305,000 10/01/2010 85,000 3.700% 26,758.75 111,758.75 138,517.50 1,220,000 1,220,000 04/01/2011 25,186.25 25,186.25 1,220,000 1,220,000 10 /01 /2011 90,000 3.730% 25,186.25 115,186.25 140,372.50 1,130,000 1,130,000 04/01/2012 23,507.75 23,507.75 1,130,000 1,130,000 10/01/2012 95,000 3.820% 23,507.75 118,507.75 142,015.50 1,035,000 1,035,000 04/01/2013 21,693.25 21,693.25 1,035,000 1,035,000 10/01/2013 95,000 3.910% 21,693.25 116,693.25 138,386.50 940,000 940,000 04/01/2014 19,836.00 19,836.00 940,000 940,000 10/01/2014 100,000 3.990% 19,836.00 119,836.00 139,672.00 840,000 840,000 04/01/2015 17,841.00 17,841.00 840,000 840,000 10/01/2015 105,000 4.040% 17,841.00 122,841.00 140,682.00 735,000 735,000 04/01/2016 15,720.00 15,720.00 735,000 735,000 10/01/2016 110,000 4.090% 15,720.00 125,720.00 141,440.00 625,000 625,000 04/01/2017 13,470.50 13,470.50 625,000 625,000 10/01/2017 115,000 4.240% 13,470.50 128,470.50 141,941.00 510,000 510,000 04/01/2018 11,032.50 11,032.50 510,000 510,000 10/01/2018 120,000 4.280% 11,032.50 131,032.50 142,065.00 390,000 390,000 04/01/2019 8,464.50 8,464.50 390,000 390,000 10/01/2019 125,000 4.310% 8,464.50 133,464.50 141,929.00 265,000 265,000 04/01/2020 5,770.75 5,770.75 265,000 265,000 10/01/2020 130,000 4.340% 5,770.75 135,770.75 141,541.50 135,000 135,000 04/01/2021 2,949.75 2,949.75 135,000 135,000 10/01/2021 135,000 4.370% 2,949.75 137,949.75 140,899.50 1,545,000 586,402.96 2,131,402.96 2,131,402.96 Apr 3, 2006 11:27 am Prepared by Bane of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 6 NET DEBT SERVICE South Miami 51.5 million for 15 years Florida Municipal Loan Council Rates as of 3-31-06 PRELIMINARY NUMBERS Period Ending Principal Interest Total Debt Service Trustee Fee Admin Fee Net Debt Service 1010112006 23,513.46 23,513.46 324 583.67 24,421.13 10/01/2007 75,000 62,241.50 137,241.50 648 1,545.00 139,434.50 10/01/2008 80,000 59,549.00 139,549.00 648 1,470.00 141,667.00 10/01/2009 85,000 56,637.00 141,637.00 648 1,390.00 143,675.00 10 /01/2010 85,000 53,517.50 138,517.50 648 1,305.00 140,470.50 10 /01 /2011 90,000 50,372.50 140,372.50 648 1,220.00 142,240.50 10/01/2012 95,000 47,015.50 142,015.50 648 1,130.00 143,793.50 10/01/2013 95,000 43,386.50 138,386.50 648 1,035.00 140,069.50 10/01/2014 100,000 39,672.00 139,672.00 648 940.00 141,260.00 10 /01 /2015 105,000 35,682.00 140,682.00 648 840.00 142,170.00 10/01/2016 110,000 31,440.00 141,440.00 648 735.00 142,823.00 10/01/2017 115,000 26,941.00 141,941.00 648 625.00 143,214.00 10/01/2018 120,000 22,065.00 142,065.00 648 510.00 143,223.00 10/01/2019 125,000 16,929.00 141,929.00 648 390.00 142,967.00 10 /01 12020 130,000 11,541.50 141,541.50 648 265.00 142,454.50 10/01/2021 135,000 5,899.50 140,899.50 648 135.00 141,682.50 1,545,000 586,402.96 2,131,402.96 10,044 14,118.67 2,155,565.63 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 7 NET DEBT SERVICE South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Date Principal Interest Total Debt Service Trustee Fee Admin Fee Net Debt Service 10/01/2006 23,513.46 23,513.46 324 583.67 24,421.13 04/01/2007 31,120.75 31,120.75 772.50 31,893.25 10/01/2007 75,000 31,120.75 106,120.75 648 772.50 107,541.25 04/01/2008 29,774.50 29,774.50 735.00 30,509.50 10/01/2008 80,000 29,774.50 109,774.50 648 735.00 111,157.50 04/01/2009 28,318.50 28,318.50 695.00 29,013.50 10/01/2009 85,000 28,318.50 113,318.50 648 695.00 114,661.50 04/01/2010 26,758.75 26,758.75 652.50 27,41.1.25 10/01 /2010 85,000 26,758.75 111,758.75 648 652.50 113,059.25 04/01/2011 25,186.25 25,186.25 610.00 25,796.25 10/01/2011 90,000 25,186.25 115,186.25 648 610.00 116,444.25 04/01/2012 23,507.75 23,507.75 565.00 24,072.75 10 /01/2012 95,000 23,507.75 118,507.75 648 565.00 119,720.75 04/01/2013 21,693.25 21,693.25 517.50 22,210.75 10/01/2013 95,000 21,693.25 116,693.25 648 517.50 117,858.75 04/01/2014 19,836.00 19,836.00 470.00 20,306.00 10/01/2014 100,000 19,836.00 119,836.00 648 470.00 120,954.00 04/01/2015 17,841.00 17,841.00 420.00 18,261.00 10/01/2015 105,000 17,841.00 122,841.00 648 420.00 123,909.00 04/01 /2016 15,720.00 15,720.00 367.50 16,087.50 10/01/2016 110,000 15,720.00 125,720.00 648 367.50 126,735.50 04 /01/2017 13,470.50 13,470.50 312.50 13,783.00 10/01/2017 115,000 13,470.50 128,470.50 648 312.50 129,431.00 04/01/2018 11,032.50 11,032.50 255.00 11,287.50 10/01/2018 120,000 11,032.50 131,032.50 648 255.00 131,935.50 04/01/2019 8,464.50 8,464.50 195.00 8,659.50 10/01/2019 125,000 8,464.50 133,464.50 648 195.00 134,307.50 04/01/2020 5,770.75 5,770.75 132.50 5,903.25 10/01/2020 130,000 5,770.75 135,770.75 648 132.50 136,551.25 04/01/2021 2,949.75 2,949.75 67.50 3,017.25 10/01/2021 135,000 2,949.75 137,949.75 648 67.50 138,665.25 1,545,000 586,402.96 2,131,402.96 10,044 14,118.67 2,155,565.63 Legislative Matter File Number: 052419 Version: 0 Page 1 of 5 Miami -Dade Legislative Item File Number: 052419 File Type: Resolution Status: Adopted as amended Reference: R- 466 -05 Control: County Commission File Name: CITY OF SOUTH MIAMI CRA REDEVELOPMENT PLAN Introduced: 8/23/2005 Requester: Office of Community and Cost: Final Action: 5/3/2005 Economic Development Agenda Date: 5/3/2005 Agenda Item Number: 5L Notes: THIS IS FINAL Title: RESOLUTION APPROVING AMENDMENT TO VERSION AS REDEVELOPMENT PLAN OF SOUTH MIAMI COMMUNITY ADOPTED. REDEVELOPMENT AGENCY TO EXTEND THE LIFE OF THE ALSO SEE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY LEG. #051035. ( SMCRA) FOR 15 YEARS BEYOND THE JUNE 1, 2005 SUNSET PROVISION.OF THE INTERLOCAL COOPERATION AGREEMENT, SUBJECT TO A NEW SUNSET PROVISION OF TWO YEARS, IF THE SMCRA FAILS TO OBTAIN A LONG -TERM FINANCING COMMITMENT SECURED THROUGH THE AGENCY'S TAX INCREMENT FINANCING (TIF) REVENUES; PROVIDING SEVERABILITY [SEE ORIGINAL ITEM UNDER FILE NO. 051035] Indexes: COMMUNITY REDEVELOPMENT PLAN Sponsors: NONE Sunset Provision: No Effective Date: Expiration Date: Registered Lobbyist: None Listed Legislative History Acting Body Date Agenda Item Action Sent To Due Returned Pass /Fail Date County Attorney 8/23/2005 Assigned Shannon D. Summerset Board of County 5/3/2005 5L Adopted as P Commissioners AMENDED amended REPORT: The Board adopted the foregoing proposed resolution as amended to require that the City of file:HC:\ Documents %20and %20Settings \Dstephen\ Desktop \CRA \Legislative %20Matter.htm 4/24/2006 Legislative Matter Page 2 of 5 South Miami come back before the Board in two years to present a long -term financing commitment plan secured through the Community Redevelopment Agency's tax increment financing revenues for approval. Legislative Text TITLE RESOLUTION APPROVING AMENDMENT TO REDEVELOPMENT PLAN OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY TO EXTEND THE LIFE OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) FOR 15 YEARS BEYOND THE JUNE 1, 2005 SUNSET PROVISION OF THE INTERLOCAL COOPERATION AGREEMENT, SUBJECT TO A NEW SUNSET PROVISION OF TWO YEARS, IF THE SMCRA FAILS TO OBTAIN A LONG -TERM FINANCING COMMITMENT SECURED THROUGH THE AGENCY'S TAX INCREMENT FINANCING (TIF) REVENUES; PROVIDING SEVERABILITY BODY WHEREAS, the Legislature of the State of Florida enacted the Community Redevelopment Act of 1969 during its 1969 Legislative Session, which enactment is presently codified in the Florida Statutes as Part III of Chapter 163 as amended; and WHEREAS, the Act confers all redevelopment powers upon counties with home rule charters and authorizes such counties to delegate the exercise of such powers within the boundaries of a municipality to the governing body of such municipality; and WHEREAS, the City of South Miami (the "City) Commission, pursuant to County Ordinance No. 12- 97-16' )3 enacted on April 15, 1997, accepted a delegation of powers from the Board, found a need for and created the South Miami Community Redevelopment Agency (the "Agency "), declared the members of the City Commission to be the members of the Agency, granted the Agency the power to exercise all powers permitted by the Act which were delegated by the Board to the Agency and directed the initiation, preparation and adoption of a community redevelopment plan by the Agency; and WHEREAS, pursuant to Ordinance 98 -79 enacted by the Board on May 19, 1998, the County has among other things, approved and adopted the South Miami Community Redevelopment Plan (the "Plan "); and WHEREAS, on September 9, 1999, the Board adopted Ordinance No. 99 -100, which approved the Interlocal Cooperation Agreement (the "Interlocal "), between the City of South Miami and Miami - Dade County; and WHEREAS, on January 10, 2005 the adopted Resolution CRA -02 -05 -149 which approved the modification of the Redevelopment Plan; and WHEREAS, the Mayor and City Commission of the City of South Miami on February 1, 2005 approved an Ordinance No. 01 -05 -1823 adopting a Phase 11 Plan supplement as updating and modifying the South Miami Community Redevelopment Plan; and WHEREAS, the City and Agency desire, and have requested the County to approve an extension of the life of the SMCRA by 15 years beyond the June 1, 2005 sunset provision of the Agency's Interlocal Cooperation Agreement; and WHEREAS, the County must grant authority to the Agency to continue its activities beyond the June 1, 2005 sunset period; and WHEREAS, this Board desires to approve this plan amendment and to accomplish the purposes outlined in the memorandum from the County Manager, a copy of which is incorporated in this resolution by reference; and WHEREAS, the Board desires to ensure that the Agency will secure within five years, the necessary file://C:\ Documents %20and %20Settings \Dstephen\ Desktop \CRA \Legislative %20Matter.htm 4/24/2006 Legislative Matter Page 3 of 5 financial resources to fund the projects identified in the updated Redevelopment Plan; and WHEREAS, the Board desires to sunset the SMCRA if long term funding commitments pledging Tax Increment Financing revenues are not made within a 2 year period from June 1, 2005, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI -DADE COUNTY, FLORIDA. that: Section 1. The matters contained in the foregoing recitals are incorporated in this resolution by reference. Section 2. The Board approves the plan amendment adopted by Agency and the City and extends the life of the Agency for a period of fifteen (15) years to June 1, 2020, subject to the Agency securing long term funding commitments pledging Tax Increment Financing revenues by June 1, 2007 in order to implement said plan amendment. HEADER Date: 9999 To: Honorable Chairperson Joe A. Martinez, and Members, Board of County Commissioners From: George M. Burgess County Manager Subject: Amendment to City of South Miami Community Redevelopment Agency Redevelopment Plan MANAGER'S BACKGROUND RECOMMENDATION as amended on May 3, 2005 It is recommended that the Board of County Commissioners (the "Board ") approve an amendment to Community Redevelopment Plan of the City of South Miami Community Redevelopment Agency ( SMCRA), extending the life of the SMCRA for 15 years beyond the June 1, 2005 sunset provision of the agency's Interlocal Agreement and providing for a sunset review within two (2) years of this extension, if no long-term financing agreement supported by Tax Increment Financing revenues is completed within the 2 -year period. STAFF RECOMMENDATION BACKGROUND The Board approved the Tax Increment Financing Project for the City of South Miami by ordinance No. 12-97-1633. An Interlocal Agreement was approved by the Board on September 9, 1999 (Resolution No. 99 -100), and was executed on June 1, 2000. An amendment to the Interlocal Agreement, raising the administrative cap to 20 %, was approved by the Board on March 16, 2004 (Resolution R- 327 -04). The agreement provided for an expiration date of 5 years from the date of execution unless the Board approves an extension after reviewing an update to the Community Redevelopment Plan. Board approval of this extension is requested prior to the expiration date of June 1, 2005. file://C:\ Documents %20and %20Settings \Dstephen\ Desktop \CRA \Legislative %20Matter.htm 4/24/2006 Legislative Matter Page 4 of 5 In a letter dated December 22, 2004, (attached) the Mayor of the City of South Miami requested that the County extend the due date of December 1, 2004 for submission of the SMCRA redevelopment plan update, initially due six (6) months prior to the agreed upon termination date of June 1, 2005 - as established by the interlocal agreement between the County and City. It is within the power of the Board to accept the plan after the December 1, 2004 due date for receipt by County staff. A draft plan was received by County staff in December 2004. On January 10, 2005, the SMCRA Board adopted resolution 02 -05 -149 that among other things approved the modification of the Plan and authorized submission of the modified plan to the County for approval. On February 1, 2005 the Mayor and City Commission of the City of South Miami passed, upon second reading, an ordinance modifying the South Miami Community Redevelopment Plan and providing for its transmission to the County for approval. Honorable Chairperson Joe A. Martinez and Members, Board of County Commissioners Page 2 The SMCRA redevelopment plan as updated, provides a progress report on community redevelopment goals established in the initial 5 -year plan. Additionally, the updated redevelopment plan identified several major projects that were either initiated or planned that would require significant investment by the SMCRA. The Mobley Building - a potential business incubator; SW 59th Place /Church Street Streetscape project and Madison Square — a mixed use redevelopment project are examples of the signature activities that would require the SMCRA to identify financing resources for completion of these projects, and which were used as examples of future projects that justify extending the life of the SMCRA. Economic Impact Analysis The Agency's fiscal year 2004 -05 Tax Increment Revenues were $780,000. The Agency has been approved to receive only 50% of the Tax Increment Revenues available. This funding level applies equally to both the County and the City. After the effect of two major projects, the Valencia building an the Hometown Station, which would add approximately $200,000 annually to the Agency's revenues, an annual revenue growth rate of between 3% and 4.5% is anticipated over the next 15 years. The estimated contributions over 5 years are $3.0 million from the County and $3.7 million from the City. The estimated contributions over 15 years are $12.9 million from the County and $16.1 million from the City. The Tax Increment Financing Coordinating Committee at its March 10, 2005, met with the City of South Miami, and members of the SMCRA Board, to review the plan update and request for a 15 -year extension of the Community Redevelopment Agency. The TIFC Committee voted to recommend approval of the SMCRA Redevelopment Plan update that extends the life of the CRA for 15 years, with a five (5) year sunset provision if the SMCRA does not complete a significant financing transaction involving TIF revenue pledge within the five (5) year period. file://C:1 Documents %20and %20SettingslDstephen\ Desktop lCRAlLegislative %20Matter.htm 4/24/2006 Legislative Matter Tony E. Crapp, Sr. Assistant County Manager Amended Agenda Item No. 5(L) Page No. 3 Page 5 of 5 Amended Approved Mayor Agenda Item No. 5(L) Veto 5 -3 -05 Override Home I Agendas I Minutes I Legislative Search I Lobbyist Registration I Legislative Reports 2006 BCC Meeting Calendar I Miami -Dade County Code of Ordinances! Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer E -mail your comments, questions and suggestions to Webmaster Web Site © 2006 Miami -Dade County. All rights reserved. file://C:1 Documents %20and %20Settings\Dstephenl Desktop \CRA\Legislative %20Matter.htm 4/24/2006 � � � S 2001 "Making our Neighborhood a Great Place to Live, Work and Play" To: Honorable Chair and SMCRA Board Members From: Yvonne Soler- McKinley SMCRA Acting Executive Dir for RESOLUTION Date: May 2, 2006 ITEM No. PLEDGING TIF FUNDING TO SUPPORT SMCRA BONDING PROGRAM A RESOLUTION OF THE SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY ( SMCRA) RELATING TO THE PROPOSED SMCRA BONDING PROGRAM FOR $1,465,000; PLEDGING TIF FUNDING FOR FINANCING OF PROGRAM; AND PROVIDING AN EFFECTIVE DATE. BACKGROUND On May 3, 2005, the County Commission approved a fifteen year term extension contingent upon the SMCRA obtaining a long term financing commitment for one of the economic redevelopment initiatives identified in the SMCRA's Redevelopment Plan Supplement to be secured through a pledge of tax increment financing within two years of the approval (See Attached). Should the SMCRA fail to obtain a long term financing commitment by June 1, 2007, the Agency would cease to exist, lose all county tax increment financing for the area and be unable to accomplish the economic redevelopment tasks identified in the SMCRA Plan. One of the goals identified in the SMCRA Plan is the development of the Madison Square Project, a proposed mixed -use redevelopment proposal intended to create an anchor for the north end of Church Street, and to provide a stimulus for further revitalization efforts in the area. The City currently owns several of the required parcels and is presently assembling the remaining properties. On April 10, 2006, the SMCRA Board authorized executing a short term financing agreement with SunTrust Bank in the amount of 1,465,000 in order to acquire five land parcels required for development of Madison Square. The purpose of obtaining the SunTrust loan is to provide bridge financing to acquire the required land parcels including certain parcels currently pending foreclosure actions. On April 18, 2006, the City Commission approved on first reading, an ordinance authorizing the City Manager to execute a term loan agreement with SunTrust Bank on behalf of the City of South Miami as principal of the loan and SMCRA as the co- signer of the documents. During the next funding cycle of the Florida League of Cities Loan Council the SMCRA would then enter into a long -term financing agreement with Florida League of Cities in June 2006. The SMCRA bonding program therefore involves: • Obtaining a short-term bridge financing loan from SunTrust Bank (for 15 years at 4.83 %) in the amount of $1,465,000 (see attached composite exhibit 1 to resolution); • Entering into a long -term financing agreement in June 2006 with the Florida League of Cities (15 year bond for 4.22 %) in the amount of $1,465,000 (see attached composite exhibit 1 to resolution) (please note the interest rate may fluctuate prior to closing); • Retiring the SunTrust Bank bridge financing loan using proceeds from the Florida League of Cities loan; • Retiring the Florida League of Cities loan during the term of the SMCRA through utilization of TIF generated revenues; • Ceasing operation of all SMCRA programs fifteen (15) years following the June 1, 2007 sunset provision; • Maintaining operation of minimal duties involved in paying off the Florida League of Cities loan. Should the SMCRA fail to obtain County approval for a 15 year extension, the following funding sources would be allocated in order to retire the SunTrust Bank loan: SMCRA Land Acquisition Account No. 610 - 1110 - 583 -61 -10 (Current balance as of 05 -02 -06 - $221,805) Community Action Agency Funding For SMCRA Land Acquisition (Current allocated funding amount - $300,000) FY 06/07 Projected TIF Revenues (Based on the actual FY 05/06 TIF generated revenues in the amount of 51,187,124, the FY 06/07 TIF revenues are estimated to range between $1,200,000 and $1,500,000. In order to implement the bond program the SMCRA must pledge its TIF revenues to support the SunTrust bridge loan and Florida League of Cities Municipal Loan Council bond. RECOMMENDATION Staff recommends approval of the attached resolution pledging TIF funding to fund the SunTrust bridge loan and Florida League of Cities Municipal Loan Council bond; and requesting the city commission and county commission approve the pledging of TIF revenues to support the program. Attachment: Draft Resolution and Loan Exhibits YSM/DOD /SD MCGRUMPLANNINGIC R AISMCRA Bonding Program and Term Extension .doc I RESOLUTION NO. 2 3 A RESOLUTION OF THE SOUTH MIAMI COMMUNITY 4 REDEVELOPMENT AGENCY ( SMCRA) RELATING TO THE 5 PROPOSED SMCRA BONDING PROGRAM FOR $1,465,000; 6 PLEDGING TIF FUNDING FOR FINANCING OF PROGRAM; AND 7 PROVIDING AN EFFECTIVE DATE. 8 9 WHEREAS, on May 3, 2005, the Board of Commissioners of the SMCRA 10 (the " SMCRA Board ") approved Resolution No. 466 -05 amending the plan and 11 extending the life of the SMCRA for 15 years beyond the June 1, 2005 sunset 12 provision for the SMCRA's interlocal agreement with the County and providing 13 for a sunset review within two years of the extension, if no long term financing 14 agreement supported by tax increment financing revenues is completed within the 15 two year period; and, 16 17 WHEREAS, the SMCRA's amended plan was adopted on by the County 18 Commission on May 5, 2005 via Resolution No. R- 466 -05, and contemplates the 19 construction of a mixed use economic development project known as Madison 20 Square; 21 22 WHEREAS, the following five required properties are under contract to be 23 purchased by the SMCRA: 24 25 6415 SW 60th Avenue 26 6442 SW 591h Place 27 6443 SW 601h Avenue 28 6429 SW 59th Place 29 6443 SW 59th Place; and, 30 31 WHEREAS, the total negotiated sale price required to purchase the above 32 referenced properties is $1,465,000.00; and, 33 34 WHEREAS, execution of a term loan agreement would be based upon the 35 SMCRA reimbursing the loan through the use of future TIF revenues; and, 36 37 WHEREAS, the SMCRA is seeking City Commission and County 38 Commission approval to pledge TIF revenues towards the SunTrust Bank Loan in 39 short term, and ultimately to pledge the TIF revenues for the Florida League of 40 Cities Municipal Loan Council bond program; and 41 Additions shown by underlining and deletions shown by ever — r kin . 1 WHEREAS, the loan with SunTrust Bank is for 15 years, and currently 2 provides for the SMCRA as a co- signer on the loan, with the city of South Miami 3 as the principal to the 15 year loan; and, 4 5 WHEREAS, the SMCRA seeks approval of the City Commission and 6 County Commission of its proposed long term financing plan and of its request for 7 a 15 year continued life of the SMCRA, through 2022; and 8 9 WHEREAS, the SMCRA seeks to use the SunTrust loan as a bridge loan 10 until the financing is in place under the Florida League of Cities Municipal Loan 11. Council, which bonding program provides more favorable long term rates to the 12 SMCRA; and 13 14 WHEREAS, the SMCRA desires to pledge TIF revenues to support the 15 financing program, first under the SunTrust bridge loan, and thereafter under the 16 Florida League of Cities Municipal Loan Council bonding program. 17 18 NOW THEREFORE BE IT RESOLVED BY THE COMMUNITY 19 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH MIAMI, 20 FLORIDA THAT: 21 22 Section 1. The above whereas clauses are incorporated by reference. 23 24 Section 2. The South Miami Community Redevelopment Agency 25 ( SMCRA) pledgeS TIF funding for its long term financing proposal first through a 26 15 year term bridge loan with SunTrust and thereafter with a 15 year bond with 27 the Florida League of Cities Municipal Loan Council. The SunTrust Bank loan 28 document and the Florida League of Cities Municipal Loan Council term sheet are 29 attached to this resolution as composite exhibit 1. 30 31 Section 3. This resolution shall take effect immediately upon adoption. 32 33 34 PASSED AND ADOPTED this day of May, 2006. 35 36 37 ATTEST: APPROVED: 38 39 40 City of South Miami Chairperson Horace Feliu 41 Community Redevelopment Agency 42 Clerk Board Vote: 43 Chairperson Feliu: Page 2 of 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 READ AND APPROVED AS TO FORM: Eve A. Boutsis, General Counsel Page 3 of 3 Vice Chairperson Wiscombe: Board Member: Palmer Board Member Birts: Board Member Beckman: Board Member Ellis Board Member: Williams EXHIBIT 1 LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement ") is made and entered into as of May _, 2006, and is by and between the City of South Miami, Florida, a Florida municipal corporation, and its successors and assigns (the "City "), the City of South Miami Community Redevelopment Agency, a public body corporate and politic of the State of Florida, and its successors and assigns (the "SMCRA "), and SunTrust Bank, a Georgia banking corporation, and its successors and assigns as holder of the hereinafter defined Note (the "Bank "); WHEREAS, the SMCRA is a legally separate agency from the City established by Ordinance No. 12 -97 -1633 adopted by the City Commission of the City (the "Commission ") on April 15, 1997 (the " SMCRA Enabling Ordinance "); WHEREAS, the County Commission (the "County Commission ") of Miami -Dade County (the "County ") approved the SMCRA plan on May 19, 1998 via County Ordinance Nos. 98 -79 and 98 -80; WHEREAS, on May 3, 2005, the Board of Commissioners of the SMCRA (the " SMCRA Board ") approved Resolution No. 466 -05 amending the plan and extending the life of the SMCRA for 15 -years beyond the June 1, 2005 sunset provision for the SMCRA's interlocal agreement with the County and providing for a sunset review within two years of the extension, if no long term financing agreement supported by tax increment financing revenues is completed within the two year period; WHEREAS, the SMCRA's amended plan was adopted on by the County Commission on May 5, 2005 via Resolution No. R- 466 -05, and contemplates the construction of a mixed use economic development project known as Madison Square; WHEREAS, to develop the Madison Square mixed use project, the SMCRA needs to purchase several essential parcels (the "Project"); WHEREAS, the SMCRA accepted the proposal of the Bank to provide financing for the purchase; WHEREAS, execution of a long term loan agreement would be based upon the SMCRA reimbursing the loan through the use of future TIF revenues; WHEREAS, the SMCRA would have to obtain County Commission approval for such long term financing (such approval is hereinafter referred to as the "County Approval "), and as the properties to be purchased may be lost at foreclosure auction, the SMCRA requires the assistance of the City of South Miami with the financing; WHEREAS, the SMCRA Board at its April 10, 2006 meeting approved a resolution (the " SMCRA Loan Resolution ") authorizing the Executive Director to execute a loan agreement with SunTrust Bank to purchase five properties required for the development of the Madison Square Project; (M1490904_1) WHEREAS, the City Commission did, on April 18, 2006, adopt an Ordinance (the "Note Ordinance ") authorizing a loan from the Bank, in the principal amount not to exceed $1,465,000 for the purpose of assisting the SMCRA in obtaining the financing by issuing its promissory note, which will be guaranteed by the SMCRA effective upon receipt of the County Approval; WHEREAS, the City hereby determines that it is desirable and in the best interest of the City to enter into this Agreement whereby the City will borrow funds on behalf of the SMCRA (the "Loan") from the Bank to be used for the Project; and WHEREAS, the obligation of the City to repay such Loan shall be evidenced by the delivery of a Community Redevelopment Note (the "Note ") to the Bank in the principal amount of the Loan, which Note will be guaranteed hereunder by the SMCRA effective upon receipt of the County Approval; and WHEREAS, the Note shall be issued pursuant to the terms and provisions of the Note Ordinance and this Agreement; and WHEREAS, the execution and delivery of this Agreement have been duly authorized by the Note Ordinance and the SMCRA Resolution. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: DEFINITION OF TERMS Section 1.1 Definitions. The words and terms used in this Agreement shall have the meanings as set forth in the Note Ordinance and in the recitals above, unless otherwise defined herein. Unless the context shall otherwise require, the following words and terms as used in this Agreement shall have the following meanings: "Act" means Part II of Chapter 166, Florida Statutes, as amended, Part III of Chapter 163, Florida Statutes, as amended, the Charter of the City, the SMCRA Enabling Ordinance and other applicable provisions of law. "Agreement" means this Loan Agreement and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Debt Service Requirement" means for a given Fiscal Year the amount required to pay the principal and interest coming due on the Note during that Fiscal Year. "Bond Counsel" means counsel experienced in matters relating to the validity of, and the exclusion from gross income for federal income tax purposes of interest on, obligations of states and their political subdivisions. "Business Day" means any day which is not a Saturday, Sunday or legal holiday in Miami, Florida. (M14909041) "City Manager" means the City Manager of the City. "Clerk" means the Clerk or any Deputy Clerk of the City. "Code" means the Internal Revenue Code of 1986, as amended, including the applicable regulations of the Department of the Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings) and applicable court decisions. "Dated Date" means the date of issuance of the Note. "Event of Default" shall mean an event of default specified in Article VIII of this Agreement. "Executive Director" means the Executive Director of the SMCRA. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12 -month period as may be hereafter designated as the fiscal year of the City or the SMCRA, as applicable, pursuant to general law. "Governing Body" means, as to the City, the City Commission of the City, or its successor in function, and, as to the SMCRA, the SMCRA Board, or its successor in function. "Holder" means the registered owner (or its authorized representatives) of the Note from time to time, initially the Bank. "Loan" means the outstanding principal amount of the Note issued hereunder. "Loan Documents" means this Agreement, the Note, the Note Ordinance and all other documents, agreements, certificates, schedules, notes, statements, and opinions, however described, referenced herein or executed or delivered pursuant hereto or in connection with or arising with the Loan or the transaction contemplated by this Agreement. "Mayor" means the Mayor of the City and such other person as may be authorized to act on his or her behalf. "Non -Ad Valorem Revenues" means all revenues of the City or the SMCRA, as applicable, derived from any source other than ad valorem taxation on real or personal property and which are legally available to make the payments required under this Agreement; but only after provision has been made by the City or the SMCRA, as applicable, for the payment of all essential or legally mandated services. With respect to the SMCRA, Non -Ad Valorem Revenues shall be deemed to include tax increment revenues, including revenues deposited into a redevelopment trust fund pursuant to Section 163.387, Florida Statutes. "Note" means the City's Community Redevelopment Note, Series 2006, authorized to be issued hereunder in an aggregate principal amount $1,465,000. (M 1490904_1 ) "Note Payment Date" means each February 1, May 1, August 1 and November 1, commencing August 1, 2006. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "State" means the State of Florida. "Supplemental Ordinance" means any Ordinance of the City amending or supplementing the Ordinance in accordance with the terms and provisions thereof. Section 1.2 Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. Section 1.3 Titles and Headings. The titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE II REPRESENTATIONS OF CITY The City represents and warrants to the Bank that: Section 2.1 Powers of City. The City is duly organized and validly existing as a municipal corporation under the laws of the State. The City has the power to borrow the amount provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Note in the manner contemplated hereby, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be performed and observed. The City may lawfully issue the Note in order to obtain funds to finance the Project. Section 2.2 Authorization of Loan. The City has, had, or will have, as the case may be, full legal right, power, and authority to adopt the Note Ordinance and to execute and deliver this Agreement, to issue, sell, and deliver the Note to the Bank, and to carry out and consummate all other transactions contemplated hereby and by the Loan Documents, and the City has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The City, by the Note Ordinance, has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Note to the Bank, and to that end the City warrants that it will take all (M1490904_1) action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The City has duly adopted the Note Ordinance and authorized the execution, delivery, and performance of the Note and the Agreement and the taking of any and all other such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the City enforceable in accordance with its terms and the terms of the Note Ordinance, and is entitled to the benefits and security of the Note Ordinance and this Agreement. All approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Note or the execution and delivery of or the performance by the City of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 2.3 Agreements. The making and performing by the City of this Agreement will not violate any provision of the Act, or any ordinance or -resolution of the City, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the City is a party or by which the City is bound. The Loan Documents constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. Section 2.4 Litigation, Etc. There are no actions or proceedings pending against the City or affecting the City or, to the knowledge of the City, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the City, or which question the validity of this Agreement, the Note or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. The City is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 2.5 Financial Information. The financial information regarding the City Ri nished to the Bank by the City in connection with the Loan is complete and accurate, and there has been no material and adverse change in the financial condition of the City from that presented in such information. ARTICLE III REPRESENTATIONS OF SMCRA The SMCRA represents and warrants to the Bank that: Section 3.1 Powers of SMCRA. The SMCRA is a public body corporate and politic duly organized and validly existing under the laws of the State. Subject to Section 3.6 hereof, the SMCRA has the power to guarantee the amount provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Note in the manner contemplated hereby, and to perform and observe all the terms and conditions of the Note and this Agreement on its part to be {M1490904 1 } performed and observed. Subject to Section 3.6 hereof, the SMCRA may lawfully guarantee the Note in order to obtain funds to finance the Project. Section 3.2 Authorization of Loan. Subject to Section 3.6 hereof, the SMCRA has, had or will have, as the case may be, full legal right, power, and authority to adopt the SMCRA Loan Resolution and to execute and deliver this Agreement, to guarantee the Note to the Bank, and to carry out and consummate all other transactions contemplated hereby and by the Loan Documents, and the SMCRA has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The SMCRA, by the SMCRA Loan Resolution, has duly authorized the guarantee of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the guarantee of the Note to the Bank, and to that end the SMCRA warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Note. The SMCRA has duly adopted the SMCRA Loan Resolution and authorized the execution, delivery, and performance of the Agreement and the guarantee of the Note and the taking of any and all other such action as may be required on the part of the SMCRA to carry out, give effect to and consummate the transactions contemplated by the Loan Documents. The guarantee of the Note has been duly authorized, executed, issued and delivered to the Bank and constitutes a legal, valid and binding obligation of the SMCRA enforceable in accordance with its terms and the terms of the SMCRA Loan Resolution, and is entitled to the benefits and securityy of the SMCRA Loan Resolution and this Agreement. Subject to Section 3.6 hereof, all approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the guarantee of the Note or the execution and delivery of or the performance by the SMCRA of its obligations under the Loan Documents have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect. Section 3.3 Agreements. Subject to Section 3.6 hereof, the making and performing by the SMCRA of this Agreement will not violate any provision of the Act, or any ordinance or resolution of the SMCRA, or any regulation, order or decree of any court, and will not result in a breach of any of the terms of any agreement or instrument to which the SMCRA is a party or by which the SMCRA is bound. Subject to Section 3.6 hereof, the Loan Documents constitute legal, valid and binding obligations of the SMCRA enforceable in accordance with their respective terms. Section 3.4 Litigation, Etc. There are no actions or proceedings pending against the SMCRA or affecting the SMCRA or, to the knowledge of the SMCRA, threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the SMCRA, or which question the validity of this Agreement, the guarantee of the Note or any of the other Loan Documents or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. The SMCRA is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound. Section 3.5 Financial Information. The financial information regarding the SMCRA furnished to the Bank by the SMCRA in connection with the Loan is complete and accurate, and (M1490904_1) there has been no material and adverse change in the financial condition of the SMCRA from that presented in such information. Section 3.6 County Approval. It is understood by the parties hereto that the obligations of the SMCRA hereunder and under the Note are subject to the County Approval, and that notwithstanding the execution of this Agreement and the Note by the SMCRA on the date hereof, the obligations of the SMCRA are not effective until the County Approval has been received. All of the representations, warranties and covenants of the SMCRA hereunder are subject to such County Approval. The SMCRA covenants that it will take all steps necessary to obtain the County Approval. If such approval is obtained, the SMCRA's covenant to budget and appropriate its Non -Ad Valorem Revenues as specified in Section 5.3 hereof shall attach automatically, without the need for any further approval by the SMCRA or the City or any amendment to this Agreement. ARTICLE IV COVENANTS OF THE CITY Section 4.1 Affirmative Covenants. The City covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the City hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: (a) Use of Proceeds. The City covenants that the proceeds from the Note will be used only to finance the Project and to pay closing costs. The City represents that, as of the date of issuance of the Note, there are no other bonds or obligations of the City secured by a covenant to budget and appropriate from its Non -Ad Valorem Revenues, other than (i) the $573,366.50 City of South Miami, Florida Land Acquisition Promissory Note, Series 2005 (the "Land Acquisition Note "), (ii) the $1,425,000 City of South Miami, Florida Promissory Note, Series 2005A (YMCA Property) (the "2005 A YMCA Note "), (iii) the $500,000 City of South Miami, Florida Promissory Note, Series 2005B (YMCA Property) (the "2005 B YMCA Note "), (iv) the $850,000 City of South Miami, Florida Taxable Promissory Note, Series 2005C (YMCA Property) (the "2005 C YMCA Note "), (v) the $2,200,000 Florida Municipal Loan, Series 2001A (the "2001A Loan") and (vi) the $6,500,000 Florida Municipal Loan, Series 2002A (the "2001A Loan"). This representation does not apply to any future bonds or obligations issued by the City. (b) Notice of Defaults. The City shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken or proposed to be taken by the City with respect thereto. (M1490904_1) (c) Records. The City agrees that any and all records of the City shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the City. (d) Maintain Existence. The City shall do all things lawfully within its power to maintain its existence as a municipal corporation of the State, and shall not voluntarily dissolve. (e) Notice of Liabilities. The City shall promptly inform the Bank of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the City. (f) Insurance. The City shall maintain. such liability, casualty and other insurance as is reasonable and prudent for similarly situated municipal corporations of the State and shall upon the request of the Bank, provide evidence of such coverage to the Bank. (g) Comply with Laws. The City is in compliance with and shall comply with all applicable federal, state and local laws and regulatory requirements. (h) Taxes. In the event the Note, this Agreement or any other Loan Document should be subject to the excise tax on documents or the intangible personal property tax, or any similar tax, of the State of Florida, the City shall pay such taxes or reimburse the Bank for any such taxes paid by it. (i) Investments. The City shall invest only in obligations permitted by Section 218.345, Florida Statutes. Section 4.2 Bank Fees and Expenses. The City hereby agrees to pay the Bank a commitment fee of $1,500.00 and the fees and expenses of counsel to the Bank in connection with the issuance of the Note in the amount of $7,500.00, plus reasonable out of pocket expenses, said amounts to be due and payable upon the issuance of the Note. Section 4.3 Registration and Exchange of Notes; Persons Treated as Owners. So long as the Note shall remain unpaid, the City will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. The City will transfer the registration of a Note upon written request of the Bank specifying the name, address and taxpayer identification number of the transferee. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Note shall be made only to or upon the written order of such Person. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. Section 4.4 Payment of Principal and Interest. The City promises, jointly and severally with the SMCRA (but subject to Section 3.6 with respect to the obligations of the SMCRA), that it will promptly pay the principal of and interest on the Note at the place, on the (M14909041) dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the principal of and interest on the Note is secured solely as provided in Section 4.5 hereof, and nothing in the Note or in the Note Ordinance shall be construed as pledging any funds or assets of the City to such payment or authorizing such payment to be made from any other source. The obligation of the City set forth in the preceding sentence shall be deemed satisfied to the extent the SMCRA has made such payment. The Note shall not be or constitute a general obligation or indebtedness of the City within the meaning of the Constitution of Florida, but shall be payable solely from and secured in the manner and to the extent provided in Section 4.5. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property to pay such Note or the interest thereon, nor shall any Holder be entitled to payment of such principal and interest from any other funds of the City other than the Non -Ad Valorem Revenues, all in the manner and to the extent herein provided. Section 4.5 Covenant to Budget and Appropriate. The City hereby covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance with it terms during such Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to appropriate Non -Ad Valorem Revenue is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Agreement, subject, however, in all respects to the terms of this Agreement and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 4.6 Prepayment. The City shall be entitled to prepay the Note prior to maturity in whole or in part at any time at a price of par plus accrued interest to the date of 9 (M1490904_1) prepayment, upon written notice to the Holder given by the City at least five (5) days prior to the date fixed for prepayment. Section 4.7 Business Days. In any case where the due date of interest on or principal of the Note is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Bank. Section 4.8 Officers and Employees of the City Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Agreement or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any Commissioner of the City, or any officer, agent or employee, as such, of the City past, present or future, it being expressly understood (a) that the obligation of the City under this Agreement and the Note is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Commission, or the officers, agents, or employees, as such, of the City, or any of them, under or by reason of the obligations, covenants or agreements contained in this Loan Agreement or implied therefrom, and (c) that any and all such personal liability of, and any and all such rights and claims against, every such Commissioner of the City, and every officer, agent, or employee, as such, of the City under or by reason of the obligations, covenants or agreements contained in this Loan Agreement, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Loan Agreement and the issuance of the Note on the part of the City. Section 4.9 Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Holder furnishing the City proof of ownership thereof and indemnity reasonably satisfactory to the City and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur. The Note so surrendered shall be canceled. Section 4.10 Section 265 Designation of Note. The reasonably anticipated amount of tax- exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which have been or will be issued by the City during 2006 does not exceed $10,000,000. There are no entities which are subordinate to or which issue obligations on behalf of the City. The City hereby designates the Note as a "qualified tax- exempt obligation" for purposes of Section 265(b)(3)(B)(i) of the Code. The City hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Note to no longer be a "qualified tax- exempt obligation." Section 4.11 Tax Representations, Warranties and Covenants of the City. Notwithstanding anything herein to the contrary, the City hereby covenants and represents that it has taken and caused to be taken and shall make and take and cause to be made and taken all actions that may be required of it for the interest on the Note to be and remain excluded from the gross income of the Holder for federal income tax purposes, and that to the best of its knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability to (M 1490904_1 ) and within its control, it shall not make or take, or permit to be made or taken on its behalf, any action which, if made or taken, would adversely affect such exclusion under the provisions of the Code. The City acknowledges that the continued exclusion of interest on the Note from gross income for federal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code. The City hereby acknowledges responsibility to take all reasonable actions necessary to comply with these requirements. The City hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the Note or other funds of the City to be intentionally used, directly or indirectly, to acquire or to replace funds which were used directly or indirectly to acquire any higher yielding investments (as defined in Section 148 of the Code), the acquisition of which would cause the Note to be an arbitrage bond for purposes of Sections 103(b)(2) and 148 of the Code. The City further agrees and covenants that it shall do and perform all acts and things necessary in order to assure that the requirements of Sections 103(b)(2) and 148 of the Code are met. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (a) to pay to the United States of America at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non - purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non - purpose investments were invested at a rate equal to the yield on the Note, plus any income attributable to such excess (the "Rebate Amount "); (b) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; and (c) to comply with all representations and restrictions contained in any Tax Certificate executed by the City in connection with the Note. The City understands that the foregoing covenants impose continuing obligations on it to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 4.12 Additional Tax Covenants of the City. For so long as the Note remains outstanding, the City hereby covenants as follows: (a) It will comply with, and timely make or cause to be made all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service; (b) It will not use, invest, direct or permit the investment of the proceeds of the Note or any investment earnings thereon in a manner that will result in such Note becoming a "private activity bond" within the meaning of Sections 141 and 145 of the Code; 11 (M]4909041) (c) It will not use or permit to be used more than ten percent (10 %) of the proceeds of the Note (including any amounts used to pay costs associated with issuing such Note), including all investment income earned on such proceeds directly or indirectly, in any trade or business carried on by any person who is not the City or a state or political subdivision or instrumentality thereof as those terms are used in Section 103 of the Code (an "Exempt Person "); (d) It will not use or permit the use of any portion of the proceeds of the Note, including all investment income earned on such proceeds, directly or indirectly, to make or finance loans to persons who are not Exempt Persons; (e) It has not entered into, and will not enter into, any arrangement with any person or organization (other than an Exempt Person) which provides for such person or organization to manage, operate, or provide services with respect to more than 10% of the property financed with the proceeds of the Note (a "Service Contract "), unless the guidelines set forth in Revenue Procedure 97 -13 (or the guidelines set forth in Revenue Procedure 93 -19, to the extent applicable, or any new, revised or additional guidelines applicable to Service Contracts) (the "Guidelines "), are satisfied, except to the extent it obtains a private letter ruling from the Internal Revenue Service or an opinion of nationally recognized Bond Counsel which allows for a variation from the Guidelines; (f) It will not cause the Note to be treated as "federally guaranteed" for purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph, the Note shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest is or will be guaranteed directly or indirectly by the United States of America or any agency or instrumentality thereof, or (ii) 5% or more of the proceeds of the Note will be (A) used in making loans the payment of principal or interest with respect to which is to be guaranteed in whole or in part by the United States of America or any agency or instrumentality thereof, or (B) invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee is not described in Section 149(b)(3) of the Code; and (g) It will comply with the information reporting requirements of Section 149(e)(2) of the Code. The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have the meanings assigned to them for purposes of Section 148 of the Code. 12 (M14909041) ARTICLE V COVENANTS OF THE SMCRA Section 5.1 Affirmative Covenants. The SMCRA covenants, for so long as any of the principal amount of or interest on the Note is outstanding and unpaid or any duty or obligation of the SMCRA hereunder or under any of the other Loan Documents remains unpaid or unperformed, as follows: (a) Use of Proceeds. The SMCRA covenants that the proceeds from the Note will be used only to finance the Project and to pay closing costs. The SMCRA represents that, as of the date of issuance of the Note, there are no other bonds or obligations of the SMCRA secured by a covenant to budget and appropriate from its Non -Ad Valorem Revenues. This representation does not apply to any future bonds or obligations issued by the SMCRA. (b) Notice of Defaults. The SMCRA shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the SMCRA of all relevant facts and the action being taken or proposed to be taken by the SMCRA with respect thereto. (c) Records. The SMCRA agrees that any and all records of the SMCRA shall be open to inspection by the Bank or its representatives at all reasonable times at the offices of the SMCRA. (d) Maintain Existence. The SMCRA shall do all things lawfully within its power to maintain its existence as a community redevelopment agency of the State, and shall not voluntarily dissolve. (e) Notice of Liabilities. The SMCRA shall promptly inform the Bank of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and' adverse effect upon the financial condition of the SMCRA. (f) Insurance. The SMCRA shall maintain such liability, casualty and other insurance as is reasonable and prudent for similarly situated community redevelopment agencies of the State and shall upon the request of the Bank, provide evidence of such coverage to the Bank. (g) Comply with Laws. The SMCRA is in compliance with and shall comply with all applicable federal, state and local laws and regulatory requirements. (h) Taxes. In the event the Note, this Agreement or any other Loan Document should be subject to the excise tax on documents or the intangible personal property 13 (M14909041) tax, or any similar tax, of the State of Florida, the SMCRA shall pay such taxes or reimburse the Bank for any such taxes paid by it. (i) Investments. The SMCRA shall invest only in obligations permitted by Section 218.345, Florida Statutes. Section 5.2 Payment of Principal and Interest. Subject to Section 3.6 hereof, the SMCRA promises, jointly and severally with the City, that it will promptly pay the principal of and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof, provided that the principal of and interest on the Note is secured solely as provided in Section 5.3 hereof, and nothing in the Note or in the Note Ordinance shall be construed as pledging any funds or assets of the SMCRA to such payment or authorizing such payment to be made from any other source. The obligation of the SMCRA set forth in the preceding sentence shall be deemed satisfied to the extent the City has made such payment. The Note shall not be or constitute a general obligation or indebtedness of the SMCRA within the meaning of the Constitution of Florida, but shall be payable solely from and secured in the manner and to .the extent provided in Section 5.3. No Holder shall ever have the right to compel the exercise of the ad valorem taxing power of the SMCRA or taxation in any form on any real or personal property to pay such Note or the interest thereon, nor shall any Holder be entitled to payment of such principal and interest from any other funds of the SMCRA other than the Non -Ad Valorem Revenues, all in the manner and to the extent herein provided. Section 5.3 Covenant to Budget and Appropriate. The SMCRA hereby covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance with it terms during such Fiscal Year. Such covenant and agreement on the part of the SMCRA to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non - Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the SMCRA, the SMCRA does not covenant to maintain any services or programs, now provided or maintained by the SMCRA, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the SMCRA from pledging in the future its Non -Ad Valorem Revenues, nor does it require the SMCRA to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the SMCRA. Such covenant to appropriate Non -Ad Valorem Revenue is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the SMCRA a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Agreement, subject, however, in all respects to the terms of this Agreement and the restrictions 14 (M14909041) of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the SMCRA or which are legally mandated by applicable law. Section 5.4 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 5.5 Officers and Employees of the SMCRA Exempt from Personal Liabili . No recourse under or upon any obligation, covenant or agreement of this Agreement or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any Commissioner of the SMCRA, or any officer, agent or employee, as. such, of the SMCRA past, present or future, it being expressly understood (a) that the obligation of the SMCRA under this Agreement and the Note is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the SMCRA Commission, or the officers, agents, or employees, as such, of the SMCRA, or any of them, under or by reason of the obligations, covenants or agreements contained in this Loan Agreement or implied therefrom, and (c) that any and all such personal liability of, and any and all such rights and claims against, every such Commissioner of the SMCRA, and every officer, agent, or employee, as such, of the SMCRA under or by reason of the obligations, covenants or agreements contained in this Loan Agreement, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Loan Agreement and the issuance of the Note on the part of the SMCRA. Section 5.6 Tax Representations, Warranties and Covenants of the SMCRA. Notwithstanding anything herein to the contrary, the SMCRA hereby covenants and represents that it has taken and caused to be taken and shall make and take and cause to be made and taken all actions that may be required of it for the interest on the Note to be and remain excluded from the gross income of the Holder for federal income tax purposes, and that to the best of its knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability and within its control, it shall not make or take, or permit to be made or taken on its behalf, any action which, if made or taken, would adversely affect such exclusion under the provisions of the Code. The SMCRA acknowledges that the continued exclusion of interest on the Note from gross income for federal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code. The SMCRA hereby acknowledges responsibility to take all reasonable actions necessary to comply with these requirements. The SMCRA hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the Note or other funds of the SMCRA to be intentionally used, directly or indirectly, to acquire or to replace funds which were used directly or indirectly to acquire any higher yielding investments (as defined in Section 148 of the Code), the acquisition of which would cause the Note to be an arbitrage bond for purposes of Sections 103(b)(2) and 15 (M14909041) 148 of the Code. The SMCRA further agrees and covenants that it shall do and perform all acts and things necessary in order to assure that the requirements of Sections 103(b)(2) and 148 of the Code are met. Specifically, without intending to limit in any way the generality of the foregoing, the SMCRA covenants and agrees: (a) to pay to the United States of America at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non - purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non - purpose investments were invested at a rate equal to the yield on the Note, plus any income attributable to such excess (the "Rebate Amount "); (b) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; and (c) to comply with all representations and restrictions contained in any Tax Certificate executed by the SMCRA in connection with the Note. , The SMCRA understands that the foregoing covenants impose continuing obligations on it to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 5.7 Additional Tax Covenants of the SMCRA. For so long as the Note remains outstanding, the SMCRA hereby covenants as follows: (a) It will comply with, and timely make or cause to be made all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service; (b) It will not use, invest, direct or permit the investment of the proceeds of the Note or any investment earnings thereon in a manner that will result in such Note becoming a "private activity bond" within the meaning of Sections 141 and 145 of the Code; (c) It will not use or permit to be used more than ten percent (10 %) of the proceeds of the Note (including any amounts used to pay costs associated with issuing such Note), including all investment income earned on such proceeds directly or indirectly, in any trade or business carried on by any person who is not the SMCRA or a state or political subdivision or instrumentality thereof as those terms are used in Section 103 of the Code (an "Exempt Person "); (d) It will not use or permit the use of any portion of the proceeds of the Note, including all investment income earned on such proceeds, directly or indirectly, to make or finance loans to persons who are not Exempt Persons; 16 (M1490904_11 (e) It has not entered into, and will not enter into, any arrangement with any person or organization (other than an Exempt Person) which provides for such person or organization to manage, operate, or provide services with respect to more than 10% of the property financed with the proceeds of the Note (a "Service Contract "), unless the guidelines set forth in Revenue Procedure 97 -13 (or the guidelines set forth in Revenue Procedure 93 -19, to the extent applicable, or any new, revised or additional guidelines applicable to Service Contracts) (the "Guidelines "), are satisfied, except to the extent it obtains a private letter ruling from the Internal Revenue Service or an opinion of nationally recognized Bond Counsel which allows for a variation from the Guidelines; (f) It will not cause the Note to be treated as "federally guaranteed" for purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service with respect to "federally guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph, the Note shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest is or will be guaranteed directly or indirectly by the United States of America or any agency or instrumentality thereof, or (ii) 5% or more of the proceeds of the Note will be (A) used in making loans the payment of principal or interest with respect to which is to be guaranteed in whole or in part by the United States of America or any agency or instrumentality thereof, or (B) invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee is not described in Section 149(b)(3) of the Code; and (g) It will comply with the information reporting requirements of Section 149(e)(2) of the Code. The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have the meanings assigned to them for purposes of Section 148 of the Code. ARTICLE VI' CONDITIONS OF LENDING Section 6.1 Conditions of Lending. The obligations of the Bank to lend hereunder are subject to the following conditions precedent: (a) Representations and Warranties. The representations and warranties set forth in the Loan Documents are and shall be true and correct to the best of the City's and the SMCRA's knowledge on and as of the date hereof. (b) No Default. On the date hereof the City and the SMCRA shall be in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time. 17 (M 1490904_1 ) (c) Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank (such satisfaction to be evidenced by the purchase of the Note by the Bank): (i) The opinion of the City Attorney regarding the due authorization, execution, delivery, validity and enforceability of this Agreement and the Note, the City's and the SMCRA's power to incur the debt evidenced by the Note and the due adoption of the Ordinance and the SMCRA Loan Resolution; (ii) The opinion of Bond Counsel to the effect that, (A) the interest on the Note is excluded from gross income for federal income tax purposes, (B) the Note is not an item of tax preference under Section 57 of the Code, (C) the Note is a qualified tax- exempt obligation under Section 265(b)(3) of the Code and (D) the Note and the income thereon is exempt from the State excise tax on documents and intangible personal property tax; and request. (iii) Such additional supporting documents as the Bank may reasonably ARTICLE VII THE LOAN; CITY'S AND SMCRA'S OBLIGATIONS; DESCRIPTION AND PAYMENT TERMS Section 7.1 The Loan. The Bank hereby agrees to loan to the City and the SMCRA the amount of $1,465,000 to be evidenced by the Note, to provide funds to finance the Project and to pay closing costs upon the terms and conditions set forth in the Note Ordinance, the SMCRA Loan Resolution and this Agreement. Subject to Section 3.6 hereof, the City and the SMCRA each agree, jointly and severally, to repay the principal amount borrowed plus interest thereon, upon the terms and conditions set forth in the Loan Documents. Section 7.2 Description and Payment Terms of the Note. To evidence the Loan, the City shall issue and deliver to the Bank, and the SMCRA shall guarantee, the Note in the form attached hereto as Exhibit "A ". ARTICLE VIII CREATION AND USE OF FUNDS AND ACCOUNTS Section 8.1 Note Fund. There is hereby created a fund, entitled "City of South Miami, Florida, Community Redevelopment Note, Series 2006 Note Fund" (the "Note Fund "). There shall be deposited into the Note Fund on each Note Payment Date sufficient amounts of Non -Ad Valorem Revenues of either the City or the SMCRA as specified in Sections 4.5 and 5.3 is (M1490904_1) hereof which, together with the amounts already on deposit therein, will enable the City to pay the principal of and interest on the Note on each Note Payment Date. Moneys in the Note Fund shall be applied on each Note Payment Date to the payment of principal of and interest on the Note coming due on each such date. Section 8.2 Funds. Each of the funds and accounts herein established and created shall constitute trust funds for the purposes provided herein for such funds and accounts respectively. The money in such funds and accounts shall be continuously secured in the same manner as deposits of City funds are authorized to be secured by the laws of the State of Florida. The designation and establishment of the funds and accounts in and by this Agreement shall not be construed to require the establishment of any completely independent, self - balancing funds, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the City for the purposes herein provided and to establish certain priorities for application of such revenues and assets. Section 8.3 Rebate Fund and Rebate Covenants. There is hereby created and established a fund to be held by the City, designated the "City of South Miami, Florida Community Redevelopment Note, Series 2006 Rebate Fund" (the "Rebate Fund "). The Rebate Fund shall be held by the City separate and apart from all other funds and accounts held by the City under this Agreement and from all other moneys of the City. Notwithstanding anything in this Agreement to the contrary, the City or the SMCRA shall transfer to the Rebate Fund the amounts required to be transferred in order to comply with the Tax Certificate or the Rebate Covenants, if any, attached as an Exhibit to the Tax Certificate to be delivered by the City and the SMCRA on the date of delivery of the Note (the "Rebate Covenants "), when such amounts are so required to be transferred. The City Manager or the Executive Director shall make or cause to be made payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by the Rebate Covenants. The City and the SMCRA covenant for the benefit of the Holder that it will comply with the Rebate Covenants. The Rebate Fund, together with all moneys and securities from time to time held therein and all investment earnings derived therefrom, shall be excluded from the pledge and lien of this Agreement. The City and the SMCRA shall not be required to comply with the requirements of this Section 8.3 in the event that the City or the SMCRA obtains and opinion of nationally recognized bond counsel that (i) such compliance is not required in order to maintain the federal income tax exemption of interest on the Note and/or (ii) compliance with some other requirement is necessary to maintain the federal income tax exemption of interest on the Note. 19 {M 1490904_1 } ARTICLE IX SPECIAL COVENANTS Section 9.1 Financial Statements. Each of the City and the SMCRA shall, upon receipt by the City and the SMCRA, as applicable, or within two hundred ten (210) days of each Fiscal Year end, whichever is sooner, provide the Holder with a printed copy of its respective Comprehensive Annual Financial Report, its respective current year operating budget and its respective capital improvement plan, and a certificate of its City Manager and Executive Director, as applicable, in form and substance satisfactory to the Holder, evidencing compliance with the covenant set forth in Section 9.2 below. The City shall also provide to the Holder any other financial information reasonably requested by such Holder. Section 9.2 Coverage Requirement. The City covenants and agrees that it will at all times maintain a coverage ratio such that the average of Non -Ad Valorem Revenues (excluding enterprise fund revenues) of the City during the prior two Fiscal Years is equal to at least 200% of Maximum Annual Debt Service. For purposes of this paragraph, (a) "Maximum Annual Debt Service" shall mean the maximum amount of principal and interest required in the then current or any future fiscal year to pay all Debt Obligations; and (b) "Debt Obligations" shall mean debt service on debt obligations of the City, including the Note, which are secured by or payable from general or specific Non -Ad Valorem Revenues. Calculations of Non -Ad Valorem Revenues will be based on information derived from the most recently audited Fiscal Year end financial statements. For purposes of calculating Maximum Annual Debt Service, the interest rate to be assumed for indebtedness bearing interest at a variable rate shall be equal the average rate of interest paid by the City with respect to such indebtedness during the twelve (12) months preceding the date of calculation. ARTICLE X EVENTS OF DEFAULT Section 10.1 General. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The City or the SMCRA shall fail to make any payment of the principal of or interest on the Note after the same shall become due and payable, whether by maturity, by acceleration at the discretion of the Bank as provided for in Section 10.2, or otherwise; or 20 (M 1490904_1 ) (b) The City or the SMCRA shall default in the performance of or compliance with any term or covenant contained in the Loan Documents, other than a term or covenant a default in the performance of which or noncompliance with which is dealt with in Section 10.1(a) or (c) through (h) hereof, which default or non - compliance shall continue and not be cured within thirty (30) days after (i) notice thereof to the City and the SMCRA by the Bank; or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Sections 4.1(b) or 5.1(b) of this Agreement, whichever is earlier; or (c) Any representation or warranty made in writing by or on behalf of the City in any Loan Document shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (d) The City or the SMCRA admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself; or (e) The City or the SMCRA is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the City or the SMCRA, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the City or the SMCRA, as applicable, a receiver or trustee of the City or the SMCRA 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 (1) The City or the SMCRA shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State of Florida; or (g) The City or the SMCRA shall default in the due and punctual payment or performance of covenants under any obligation for the payment of money to the Bank or any other subsidiary or affiliate of the Bank; or (h) A judgment or order shall be rendered against the City or the SMCRA for the payment of money in excess of $100,000 which is not covered by insurance and such judgment or order shall continue unsatisfied or unstayed for a period of more than 30 days. Section 10.2 Effect of Event of Default. Except as otherwise provided in the Note, immediately and without notice, upon the occurrence of any Event of Default, the Bank may declare all obligations of the City and the SMCRA under the Loan Documents to be immediately due and payable without further action of any kind and upon such declaration the Note and the interest accrued thereon shall become immediately due and payable. In addition, and regardless whether such declaration is or is not made, the Bank may also seek enforcement of and exercise all remedies available to it under this Agreement, the Note Ordinance, the SMCRA Loan Resolution, the Act and any other applicable law. Should the City or the SMCRA default in any obligation created by this Agreement or the Note, the Bank may, in addition to any other remedies set forth in this Agreement or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of 21 (M14909041) competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be performed by the City or by any officer thereof. ARTICLE XI MISCELLANEOUS Section 11.1 No Waiver; Cumulative Remedies. No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder, or under the Note or other Loan Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity. Section 11.2 Amendments, Chanizes or -Modifications to the Agreement. This Agreement shall not be amended, changed or modified except by written instrument between the Bank, the City and the SMCRA. The City and the SMCRA, jointly and severally, agree to pay all of the Bank's costs and reasonable attorneys' fees incurred in modifying and/or amending this Agreement at the City's or the SMCRA's request or behest. Section 11.3 Counterparts. 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. Section 11.4 Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 11.5 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 City and the SMCRA 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 11.6 Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital zz {M 1490904_1 } transmission method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: If to the City: City Manager City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Fax Number: 305- 663 -6345 If to the SMCRA: Executive Director City of South Miami Community Redevelopment Agency 6130 Sunset Drive South Miami, Florida 33143 Fax Number: 305- 663 -6345 If to the Bank: SunTrust Bank 777 Brickell Avenue, 0 Floor Miami, Florida 33131 Attention: Institutional and Governmental Banking Fax Number: 305 -579 -7133 or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 11.6. Section 11.7 Applicable Law. This Agreement, and each of the Loan Documents and transactions contemplated herein, shall be construed pursuant to and governed by the substantive laws of the State. Section 11.8 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The City and the SMCRA shall have no rights to assign any of their rights or obligations hereunder without the prior written consent of the Bank. Section 11.9 Conflict. In the event any conflict arises between the terms of this Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern in all instances of such conflict. Section 11.10 No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder. Section 11.11 Attorneys Fees. To the extent legally permissible, the City and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Note, or the Note Ordinance (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party. 23 (M14909041) Section 11.12 Entire Agreement. Except as otherwise expressly provided, this Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. Section 11.13 Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement. Section 11.14 Waiver of Jury Trial. THE CITY, THE SMCRA AND THE BANK IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, THE NOTE OR THE NOTE ORDINANCE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS AGREEMENT. [Remainder of page intentionally left blank] 24 (M 1490904_1 ) IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the date of first set forth above. CITY OF SOUTH MIAMI, FLORIDA Title: City Manager CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY Title: Executive Director SUNTRUST BANK go (M]4909041) Title: Vice President zs EXHIBIT A May _, 2006 $1,465,000 CITY OF SOUTH MIAMI, FLORIDA COMMUNITY REDEVELOPMENT NOTE, SERIES 2006 KNOW ALL MEN BY THESE PRESENTS that the City of South Miami, Florida (the "City "), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of SunTrust Bank, or registered assigns (hereinafter, the 'Bank" or the "Holder "), the principal sum of $1,465,000, together with interest on the principal balance outstanding at the rate of 4.83% per annum (subject to adjustment as hereinafter provided), based upon a year of 360 days for the actual number of days elapsed. Principal of and interest on this Note are payable in lawful money of the United States of America at such place as the Bank may designate to the City. For purposes of this Note, the following definitions shall apply: (1) "Code" means the Internal Revenue Code of 1986, as amended; (2) "Cost of Funds" means 100 multiplied by a fraction, the numerator of which is equal to the total interest expense of SunTrust Bank for its immediately preceding tax year and the denominator of which is equal to the average total assets of SunTrust Bank for such tax year, but not to exceed the cost of Fed Funds. (3) "Fully Taxable Equivalent" means the rate of interest on the Note multiplied by 1.5084, expressed as a number and not as a percentage. (4) "Maximum Corporate Tax Rate" means the maximum Federal income tax rate applicable to corporations, presently 35 %. (5) "Preference Reduction Rate" means the percentage reduction to be applied to the amount allowable as a deduction under Chapter I of the Code with respect to any financial institution preference item (as such term is defined in Section 291(e) of the Code), presently 20 %. If this Note is not or ceases to be a "qualified tax- exempt obligation" as defined in Section 265(b) of the Code, the Preference Reduction Rate shall be deemed to increase from twenty percent (20 %) to one hundred percent (100 %). (6) "TEFRA Adjustment" means an adjustment equal to the product of the Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by the applicable Preference Reduction Rate. A -1 (M1490904_1) If for any reason the interest on this Note becomes includable in the gross income of the holder of this Note for Federal income tax purposes (an "Event of Taxability "), this Note shall bear interest from the earliest effective date of such Event of Taxability at a rate per annum equal to the interest rate otherwise borne by this Note multiplied by 1.5084. In addition to the foregoing, the City shall pay any additions to tax, penalties and interest, and any arrears in interest imposed upon the holder of this Note on account of an Event of Taxability. All such additional interest, additions to tax and penalties shall be paid on the next succeeding Payment Date following the date the holder was advised of such Event of Taxability. No Event of Taxability shall be deemed to occur unless the City has been given timely written notice of such occurrence by the Holder of this Note and, to the extent permitted by law, an opportunity to participate in and seek, at the City's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Event of Taxability; provided that the City, at its own expense, delivers to the holder of this Note an opinion of bond counsel acceptable to such holder to the effect that such appeal or action for judicial or administrative review is not without merit and there is a reasonable possibility that the judgment, order, ruling or decision from which such appeal or action for judicial or administrative review is taken will be reversed, vacated or otherwise set aside. The interest rate borne by this Note shall also be adjusted automatically as of the effective date of any change in the Maximum Corporate Tax Rate or in the Preference Reduction Rate, to the product obtained by multiplying the rate of interest on the Note by a fraction, the numerator of which is equal to the sum of (i) the product of the Fully Taxable Equivalent times 1 minus the Maximum Corporate Tax Rate in effect as of the date of adjustment, plus (ii) the TEFRA Adjustment in effect as of the date of adjustment, and the denominator of which is equal to the sum of (i) the product of the Fully Taxable Equivalent times 0.65, plus (ii) the TEFRA Adjustment in effect on the date of closing of the Note. A certificate of the Holder as to any such additional amount or amounts, in the absence of manifest error, shall be final and conclusive. In determining such amount, the Holder may use any reasonable averaging and attribution methods. The principal on this Note shall be due and payable on February 1, May 1, August 1 and November 1 of each year (each, a "Note Payment Date "), beginning August 1, 2006, through and including May 1, 2021 (the "Maturity Date "), in the amounts set forth on the payment schedule attached hereto. Interest on this Note shall be due and payable on each Note Payment Date beginning on August 1, 2006 until the Maturity Date. The entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. All payments by the City pursuant to this Note shall apply first to accrued interest, then to other charges due the Bank, and the balance thereof shall apply to the principal sum due. The principal of and interest on this Note may be prepaid at the option of the City in whole or in part at any time at a price of par plus accrued interest to the date of prepayment, A -2 {M 1490904_1 } upon written notice to the Bank given by the City at least five (5) days prior to the date fixed for prepayment. Partial prepayments shall be applied to Note Payment Dates in the inverse order of their maturity and shall not lower the amounts, or postpone the due dates, of any installments of principal and interest due hereunder. Interest at the lesser of 12% per annum or the maximum lawful rate per annum shall be payable on the entire principal balance owing hereunder from and after the occurrence of and during the continuation of an Event of Default under the Loan Agreement, irrespective of a declaration of maturity. The City.to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. This Note is issued pursuant to an Ordinance duly adopted by the City on April 18, 2006, as from time to time amended and supplemented (herein referred to as the "Ordinance "), and a Loan Agreement, dated of even date herewith, between the City, the City of South Miami Community Redevelopment Agency and the Bank (the "Loan Agreement ") and is subject to all the terms and conditions of the Loan Agreement. All terms, conditions and provisions of the Loan Agreement are by this reference thereto incorporated herein as a part of this Note. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. The City has covenanted and agreed in the Loan Agreement to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on the Note in accordance with its terms during such Fiscal Year. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source other than ad valorem taxation on real or personal property which the City derived from any source other than ad valorem taxation on real or personal property which are legally available to make the payments required under the Loan Agreement; but only after provision has been made by the City for the payment of all essential or legally mandated services. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem* Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Note Holder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the A -3 (M1490904_1) payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Loan Agreement shall have the effect of making available in the manner described herein Non - Ad Valorem Revenues and placing on the City a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Loan Agreement, subject, however, in all respects to the terms of the Loan Agreement and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Reference is hereby made to the Loan Agreement for the provisions, among others, relating to the terms, lien and security of the Note, the custody and application of the proceeds of the Note, the rights and remedies of the Holder of the Note, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the Holder hereof for himself and his successors in interest assents by acceptance of this Note. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL, LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE .OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR ANY OTHER POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THIS NOTE OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT. It is further agreed between the City and the Holder of this Note that neither the members of the Governing Body of the City nor any person executing the Note shall be liable personally on the Note by reason of its issuance. This Note may be exchanged or transferred by the Bank hereof but only upon the registration books maintained by the City and in the manner provided in the Loan Agreement. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of South Miami, Florida has caused this Note to be executed in its name by the manual signature of its City Manager, and attested by the manual A-4 (M14909041) signature of its Clerk and its corporate seal or a facsimile thereof affixed hereto, all as of this 20th day of April, 2006. CITY OF SOUTH MIAMI, FLORIDA 13y: Title: City Manager [SEAL] ATTEST: By: Clerk Pursuant to Resolution No. adopted by the Board of Commissioners of the South Miami Community Redevelopment Agency (the "SMCRA ") on April 10, 2006, the SMCRA has executed the Loan Agreement and hereby guarantees all payments due under this Note, effective from and after the date on which the Board of County Commissioners of Miami -Dade County gives. the approval required by Section 3.6 of the Loan Agreement. CITY OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY By: Title: Executive Director [SEAL] ATTEST: By: Secretary A -5 {M1490904_1) FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto thereunder, the within Note and all rights and hereby irrevocably constitutes and appoints books kept by the premises. Date: attorney to transfer the within Note in the City for the registration thereof, with full power of substitution in the SOCIAL SECURITY NUMBER OR FEDERAL IDENTIFICATION NUMBER OF ASSIGNEE NOTICE: The signature of this assignment must correspond with the name as it appears upon the within Note in every particulate, or any change whatever. [Form of Abbreviations] The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM TRANS MIN ACT - Custodian for (Cust.) (Minor) under Uniform Transfers to Minors Act of (State). Additional abbreviations may also be used though not in the above list. Name and address of assignee for payment and notice purposes Notice: Date: Assignee: By: Title: Payment: A -6 (M1490904-11 PAYMENT SCHEDULE [to be attached] A -7 (M1490904 1 ) FLORIDA LEAGUE OF CITIES PROPOSAL Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) TABLE OF CONTENTS South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Report Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 BondPricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page I SOURCES AND USES OF FUNDS South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Dated Date 05/15/2006 Delivery Date 05/15/2006 Sources: Bond Proceeds: Par Amount 1,545,000.00 1,545,000.00 Uses: Project Fund Deposits: Project 1,500,000.00 Delivery Date Expenses: Cost of Issuance 6,380.85 Underwriter's Discount 9,254.55 Bond Insurance 9,591.31 Surety Bond Fee 15,000.00 40,226.71 Other Uses of Funds: Additional Proceeds 4,773.29 1,545,000.00 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami :FMLCSMIA -2) Page 2 BOND SUMMARY STATISTICS South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Dated Date 05/15/2006 Delivery Date 05/15/2006 Last Maturity 10/01/2021 Arbitrage Yield 4.358922% True Interest Cost (TIC) 4.220976% Net Interest Cost (NIC) 4.218936% All -In TIC 4.668553% Average Coupon 4.153388% Average Life (years) 9.138 Duration of Issue (years) 7.445 Par Amount 1,545,000.00 Bond Proceeds 1,545,000.00 Total Interest 586,402.96 Net Interest 595,657.51 Total Debt Service 2,131,402.96 Maximum Annual Debt Service 142,065.00 Average Annual Debt Service 138,602.79 Underwriter's Fees (per $1000) +Accrued Interest Average Takedown Other Fee 5.990000 Total Underwriter's Discount 5.990000 Bid Price 99.401000 Par Average Average Bond Component Value Price Coupon Life Serial Bonds 1,545,000.00 100.000 4.153% 9.138 1,545,000.00 9.138 All -In Arbitrage TIC TIC Yield Par Value 1,545,000.00 1,545,000.00 1,545,000.00 +Accrued Interest + Premium (Discount) - Underwriter's Discount (9,254.55) (9,254.55) - Cost of Issuance Expense (6,380.85) -Other Amounts (24,591.31) (24,591.31) Target Value 1,535,745.45 1,504,773.29 1,520,408.69 Target Date 05/15/2006 05/15/2006 05/15/2006 Yield 4.220976% 4.668553% 4.358922% Apr 3, 2006 110 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 3 BOND PRICING South Miami S1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Maturity Bond Component Date Serial Bonds: 10/01/2007 10/01/2008 10/01/2009 10/01 /2010 10 /01 /2011 10/01/2012 10/01/2013 10/01/2014 10 /01 /2015 10/01/2016 10/01/2017 10/01/2018 10/01/2019 10/01/2020 10/01/2021 Amount Rate Yield . Price 75,000 3.590% 3.590% 100.000 80,000 3.640% 3.640% 100.000 85,000 3.670% 3.670% 100.000 85,000 3.700% • 3.700% 100.000 90,000 3.730% 3.730% 100.000 95,000 3.820% 3.820% 100.000 95,000 3.910% 3.910% 100.000 100,000 3.990% 3.990% 100.000 105,000 4.040% 4.040% 100.000 110,000 4.090% 4.090% 100.000 115,000 4.240% 4.240% 100.000 120,000 4.280% 4.280% 100.000 125,000 4.310% 4.310% 100.000 130,000 4.340% 4.340% 100.000 135,000 4.370% 4.370% 100.000 1,545,000 Dated Date 05/15/2006 Delivery Date 05/15/2006 First Coupon 10/01/2006 Par Amount 1,545,000.00 Original Issue Discount Production 1,545,000.00 100.000000% Underwriter's Discount (9,254.55) (0.599000) Purchase Price 1,535,745.45 99.401000% Accrued Interest Net Proceeds 1,535,745.45 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 4 BOND DEBT SERVICE South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Period Ending Principal Coupon Interest Debt Service Bond Balance Total Bond Value 10/01/2006 23,513.46 23,513.46 1,545,000 1,545,000 10/01/2007 75,000 3.590% 62,241.50 137,241.50 1,470,000 1,470,000 10/01/2008 80,000 3.640% 59,549.00 139,549.00 1,390,000 1,390,000 10/01/2009 85,000 3.670% 56,637.00 141,637.00 1,305,000 1,305,000 10/01/2010 85,000 3.700% 53,517.50 138,517.50 1,220,000 1,220,000 10/01/2011 90,000 3.730% 50,372.50 140,372.50 1,130,000 1,130,000 10/0112012 95,000 3.820% 47,015.50 142,015.50 1,035,000 1,035,000 10/01/2013 95,000 3.910% 43,386.50 138,386.50 940,000 940,000 10/01/2014 100,000 3.990% 39,672.00 139,672.00 840,000 840,000 10/01/2015 105,000 4.040% 35,682.00 140,682.00 735,000 735,000 10101/2016 110,000 4.090% 31,440.00 141,440.00 625,000 625,000 10/01/2017 115,000 4.240% 26,941.00 141,941.00 510,000 510,000 10/01/2018 120,000 4.280% 22,065.00 142,065.00 390,000 390,000 10 /01 /2019 125,000 4.310% 16,929.00 141,929.00 265,000 265,000 10/01/2020 130,000 4.340% 11,541.50 141,541.50 135,000 135,000 10/01/2021 135,000 4.370% 5,899.50 140,899.50 1,545,000 586,402.96 2,131,402.96 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 5 BOND DEBT SERVICE South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 10/01/2006 23,513.46 23,513.46 23,513.46 1,545,000 1,545,000 04/01/2007 31,120.75 31,120.75 1,545,000 1,545,000 10/01/2007 75,000 3.590% 31,120.75 106,120.75 137,241.50 1,470,000 1,470,000 04/01/2008 29,774.50 29,774.50 1,470,000 1,470,000 10/01/2008 80,000 3.640% 29,774.50 109,774.50 139,549.00 1,390,000 1,390,000 04/01/2009 28,318.50 28,318.50 1,390,000 1,390,000 10/01/2009 85,000 3.670% 28,318.50 113,318.50 141,637.00 1,305,000 1,305,000 04/01/2010 26,758.75 26,758.75 1,305,000 1,305,000 10/01/2010 85,000 3.700% 26,758.75 111,758.75 138,517.50 1,220,000 1,220,000 04/01/2011 25,186.25 25,186.25 1,220,000 1,220,000 10/01/2011 90,000 3.730% 25,186.25 115,186.25 140,372.50 1,130,000 .1,130,000 04/01/2012 23,507.75 23,507.75 1,130,000 1,130,000 10/01/2012 95,000 3.820% 23,507.75 118,507.75 142,015.50 1,035,000 1,035,000 04/01/2013 21,693.25 21,693.25 1,035,000 1,035,000 10/01/2013 95,000 3.910% 21,693.25 116,693.25 138,386.50 940,000 940,000 04/01/2014 19,836.00 19,836.00 940,000 940,000 10/01/2014 100,000 3.990% 19,836.00 119,836.00 139,672.00 840,000 840,000 04/01/2015 17,841.00 17,841.00 840,000 840,000 10/01/2015 105,000 4.040% 17,841.00 122,841.00 140,682.00 735,000 735,000 04/01/2016 15,720.00 15,720.00 735,000 735,000 10/01/2016 110,000 4.090% 15,720.00 125,720.00 141,440.00 625,000 625,000 04/01/2017 13,470.50 13,470.50 625,000 625,000 10 /01/2017 115,000 4.240% 13,470.50 128,470.50 141,941.00 510,000 510,000 04/01/2018 11,032.50 11,032.50 510,000 510,000 10/01/2018 120,000 4.280% 11,032.50 131,032.50 142,065.00 390,000 390,000 04/01/2019 8,464.50 8,464.50 390,000 390,000 10/01/2019 125,000 4.310% 8,464.50 133,464.50 141,929.00 265,000 265,000 04/01/2020 5,770.75 5,770.75 265,000 265,000 10/01/2020 130,000 4.340% 5,770.75 135,770.75 141,541.50 135,000 135,000 04/01/2021 2,949.75 2,949.75 135,000 135,000 10/01/2021 135,000 4.370% 2,949.75 137,949.75 140,899.50 1,545,000 586,402.96 2,131,402.96 2,131,402.96 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC (Finance 5.017 south miami:FMLCSMIA -2) Page 6 NET DEBT SERVICE South Miami $1.5 million for 15 years Florida Municipal Loan Council Rates as of 3-31-06 PRELIMINARY NUMBERS Period Ending Principal Interest Total Debt Service Trustee Fee Admin Fee Net Debt Service 10/01/2006 23,513.46 23,513.46 324 583.67 24,421.13 10/01/2007 75,000 62,241.50 137,241.50 648 1,545.00 139,434.50 10/01/2008 80,000 59,549.00 139,549.00 648 1,470.00 141,667.00 10/01/2009 85,000 56,637.00 141,637.00 648 1,390.00 143,675.00 10/01/2010 85,000 53,517.50 138,517.50 648 1,305.00 140,470.50 10/01/2011 90,000 50,372.50 140,372.50 648 1,220.00 142,240.50 10/01/2012 95,000 47,015.50 142,015.50 648 1,130.00 143,793.50 10/01/2013 95,000 43,386.50 138,386.50 648 1,035.00 140,069.50 10/01/2014 100,000 39,672.00 139,672.00 648 940.00 141,260.00 10/01/2015 105,000 35,682.00 140,682.00 648 840.00 142,170.00 1010112016 110,000 31,440.00 141,440.00 648 735.00 142,823.00 10/01/2017 115,000 26,941.00 141,941.00 648 625.00 143,214.00 10/01/2018 120,000 22,065.00 142,065.00 648 510.00 143,223.00 10/01/2019 125,000 16,929.00 141,929.00 648 390.00 142,967.00 10/01/2020 130,000 11,541.50 141,541.50 648 265.00 142,454.50 10/01/2021 135,000 5,899.50 140,899.50 648 135.00 141,682.50 1,545,000 586,402.96 2,131,402.96 10,044 14,118.67 2,155,565.63 Apr 3, 2006 11:27 am Prepared by Banc of America Securities LLC NET DEBT SERVICE South Miami S1.5 million for 15 years Florida Municipal Loan Council Rates as of 3 -31 -06 PRELIMINARY NUMBERS Total Date Principal Interest Debt Service Trustee Fee (Finance 5.017 south miami:FMLCSMIA -2) Page 7 Net Admin Fee Debt Service 10/01/2006 23,513.46 23,513.46 324 583.67 24,421.13 04/01/2007 31,120.75 31,120.75 772.50 31,893.25 10/01/2007 75,000 31,120.75 106,120.75 648 772.50 107,541.25 04/01/2008 29,774.50 29,774.50 735.00 30,509.50 10/01/2008 80,000 29,774.50 109,774.50 648 735.00 111,157.50 04/01/2009 28,318.50 28,318.50 695.00 29,013.50 10/01/2009 85,000 28,318.50 113,318.50 648 695.00 114,661.50 04/01/2010 26,758.75 26,758.75 652.50 27,411.25 10/01/2010 85,000 26,758.75 111,758.75 648 652.50 113,059.25 04/01/2011 25,186.25 25,186.25 610.00 25,796.25 10/01/2011 90,000 25,186.25 115,186.25 648 610.00 116,444.25 04/01/2012 23,507.75 23,507.75 565.00 24,072.75 10/01/2012 95,000 23,507.75 118,507.75 648 565.00 119,720.75 04/01/2013 21,693.25 21,693.25 517.50 22,210.75 10/01/2013 95,000 21,693.25 116,693.25 648 517.50 117,858.75 04/01/2014 19,836.00 19,836.00 470.00 20,306.00 10/01/2014 100,000 19,836.00 119,836.00 648 470.00 120,954.00 04/01/2015 17,841.00 17,841.00 420.00 18,261.00 10/01/2015 105,000 17,841.00 122,841.00 648 420.00 123,909.00 04/01/2016 15,720.00 15,720.00 367.50 16,087.50 10/01/2016 110,000 15,720.00 125,720.00 648 367.50 126,735.50 04/01/2017 13,470.50 13,470.50 312.50 13,783.00 10/01/2017 115,000 13,470.50 128,470.50 648 312.50 129,431.00 04/01/2018 11,032.50 11,032.50 255.00 11,287.50 10/01/2018 120,000 11,032.50 131,032.50 648 255.00 131,935.50 04/01/2019 8,464.50 8,464.50 195.00 8,659.50 10/01/2019 125,000 8,464.50 133,464.50 648 195.00 134,307.50 04/01/2020 5,770.75 5,770.75 132.50 5,903.25 10/01/2020 130,000 5,770.75 135,770.75 648 132.50 136,551.25 04/01/2021 2,949.75 2,949.75 67.50 3,017.25 10/01/2021 135,000 2,949.75 137,949.75 648 67.50 138,665.25 1,545,000 586,402.96 2,131,402.96 10,044 14,118.67 2,155,565.63