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Memo Bridge LoanCITY OF SOUTH MIAMI INTER - OFFICE MEMORANDUM To: Mayor Horace Feliu and Date: March 19, 2009 the City Commission From: Luis R. Figueredo Office City Attorney Re: Bridge Loan In March of 2008, the City Commission authorized the City Manager to execute a bridge loan for One Million Dollars. The purpose of the bridge loan was to repay $300,000 to the City's reserve account, which funds were utilized for improvements made to the street immediately adjacent to the parking garage. Seven hundred thousand dollars from the bridge loan was earmarked for the completion of the construction of the parking garage. The reason for the bridge loan was that the Florida League of Cities was no longer offering bond financing for public projects. The Florida League of Cities, however facilitated a bridge loan for the City through Bank of America. The rationale for the interim financing was based upon the premise that the decision not to offer bond financing was temporary and the bridge loan could be replaced by bond financing once the program was re- instituted. The term of the bridge loan is 12 months and is scheduled to expire on April 7`h, 2009. MRP Properties is responsible for the principal and interest payments on 83.36 percent all loans which were utilized to construct the parking garage. I have conferred with the City's Finance Department and re- confirmed that MRP Properties is current with respect to making its principal and interest payments. Paragraph 10.1 of the Lease Agreement, specifically provides that the City shall make its reasonable, best efforts to borrow the additional funds required to develop the project from the Florida League of Cities and its underwriters. In the interim, I have met with MRP Properties for purposes of determining whether they would secure a loan for One Million Dollars to pay off the bridge loan. MRP advises that in order to secure the One Million Dollar loan, MRP Properties would have to pledge the commercial lease revenues as collateral for the loan. Those lease revenues are essentially pledged to the City as payment for the project borrowings. A commercial lender would require that the City subordinate its position to the lender. Essentially, the terms under which MRP Properties can secure a loan (even though not contractually obligated to) are not favorable to the City. Mayor and City Commission Bridge Loan Memorandum March 18, 2009 Page 2 of 2 MRP Properties will continue to be responsible for the repayment of the principal and interest for $700,000 of the loan. The Three Hundred Thousand that was used for street improvements will be the City's responsibility. We therefore recommend that the City secure a permanent loan in the amount of One Million Dollars to replace the bridge loan. As stated MRP Properties would be responsible for servicing the debt on the $700,000 of that loan. 1 2 ORDINANCE NO.: 3 4 AN ORDINANCE OF THE MAYOR AND CITY 5 COMMISSION OF THE CITY OF SOUTH MIAMI, 6 FLORIDA, RELATING TO FINANCE; AUTHORIZING 7 THE CITY MANAGER TO NEGOTIATE A 8 PERMANENT LOAN IN AN AMOUNT NOT TO 9 EXCEED $1,000,000 TO REPAY THE BRIDGE LOAN 10 OF $1,000,000 WHICH WAS UTILIZED BY THE CITY 11 FOR THE COMPLETION OF CERTAIN ROAD 12 IMPROVEMENTS AND CONSTRUCTION OF A 13 PUBLIC PARKING GARAGE LOCATED AT S.W. 73" 14 STREET; AND PROVIDING FOR AN EFFECTIVE 15 DATE. 16 17 18 WHEREAS, on October 11th, 2007 the Mayor and City Commission approved 19 Resolution no. 169 -07 -12554 authorizing the City Manager to pay $300,000 20. from its Undesignated Fund Contingency Cash Reserve; and 21 22 WHEREAS, on March 4th, 2008 the Mayor and City Commission approved 23 Ordinance no. 07 -08 -1942 authorizing the City Manager to obtain a bridge loan 24 from Bank of America in the amount of $1,000,000. 25 26 WHEREAS, the Mayor and City Commission authorized that $ 300,000 of the 27 loan proceeds be used to reimburse the undesignated contingency and the 28 remaining $ 700,000 to be used for completion of the parking garage; and 29 30 31 WHEREAS, on April 7, 2008 the City closed on the bridge loan with Bank of 32 America for $1,000 „000; and 33 34 WHEREAS, the term of the bridge loan is twelve months; and 35 36 WHEREAS, it is in the best interest of the City to secure a permanent loan for 37 purposes of repaying the bridge loan prior to the expiration of the term of the 38 bridge loan on April 7, 2009. 39 40 WHEREAS, Sun Trust Banks, Inc. has quoted an interest rate of 4.23% for a 41 term of ten years. 42 43 44 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY 45 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: 46 I Section 1. The City Manager is authorized to enter into a permanent loan 2 agreement with Sun Trust Banks, Inc. in the amount stated in the "Whereas" clauses for 3 the purpose of repaying the bridge loan. The loan documents shall be reviewed by the 4 city attorney for legal sufficiency and to confirm that the interest rate and terms are 5 consistent with the terms and rate approved by the city commission 6 7 Section 2. The second reading of this ordinance will take place at a Special 8 Meeting of the City Commission on April 3, 2009. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Section 3: This ordinance shall take effect immediately upon enactment. PASSED AND ADOPTED this _ day of 32009. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM Luis R. Figueredo, Nagin Gallop Figueredo, P.A. Office of City Attorney APPROVED: MAYOR Is' Reading — 2 "d Reading — COMMISSION VOTE: Mayor Feliu: Vice Mayor Beasley: Commissioner Newman: Commissioner Palmer: Commissioner Beckman: Page 1 of 2 Menendez, Maria M. From: Menendez, Matilde Sent: Thursday, March 19, 2009 5:58 PM To: Menendez, Maria M. Subject: FW: Request for Loan Rates As requested. From: Joseph. Del leperche [ma i Ito: Delleperche.Joseph @ Su nTrust.com] Sent: Wednesday, March 18, 2009 3:53 PM To: Menendez, Matilde Subject: RE: Request for Loan Rates Matilde: SunTrust's indicative rates based on today's market rates for this requested loan are: 5 -Year: 3.42% 10 -Year: 4.23% 15 -Year: 4.62% Bank will also require that the City maintain some level of depository relationship with the Bank of no less than $250,000 in a governmental interest bearing,account or Certificate of Deposit. The abovementioned quotes assume that the rate on this Loan will be a Tax Exempt Bank Qualified rate. Let me know if you have any questions. Thanks Delle Joseph Relationship Manager, Commercial Banking SunTrust Banks, Inc. Mail Code FL- MIA -1042 777 Brickell Avenue, Suite 400 Miami, FL 33131 Tel: 305 - 579 -7014 Fax: 305 - 579 -7133 Live Solid. Bank Solid. From: Menendez, Matilde [mailto:mgmenendez @cityofsouthmiami.net] Sent: Friday, March 13, 2009 10:48 AM To: Byron Merino; dorothy.donahue @regions.com; Joseph. Delleperche; jperlmutter @fnbsm.com Subject: Request for Loan Rates We are requesting quotes on loan rates. The details are as follows: Amount: $1,000,000 Possible Terms: 5years, 10years, 15years Please if you are interested respond by Wednesday, March 18th before noon. 3/19/2009 Page 2 of 2 Thank you, Matilde G. Menendez, CPA Finance Director City of South Miami 6130 Sunset Drive, FI 33143 Office (305) 663 -6343 Fax (305) 663 -6346 LEGAL DISCLAIMER The information transmitted is intended solely for the individual or entity to which it is addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of or taking action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you have received this email in error please contact the sender and delete the material from any computer. SunTrust is a federally registered service mark of SunTrust Banks, Inc. Live solid. Bank solid. is a service mark of SunTrust Banks, Inc. [ST:XCL] 3/19/2009 Page 1 of 2 Menendez, Maria M. From: Menendez, Matilde Sent: Thursday, March 19, 2009 6:20 PM To: Menendez, Maria M. Subject: FW: Request for Loan Rates As requested. From: Jody Perlmutter [mailto:JPerlmutter @fnbsm.com] Sent: Thursday, March 19, 2009 11:16 AM To: Menendez, Matilde Subject: RE: Request for Loan Rates Mattie: Here are our rates; 5 year fixed 4.95% 10 year fixed 6.5% 15 year -WSJP Rate floating with a floor of 4.50 %. Mattie I don't have all your details for this loan so if we could discuss it further I might be able to sharpen my pencil a bit more. Best regards, Jody Thank You! Jordan (Jody) Perlmutter Senior Vice President First National Bank of South Miami Commercial Lending 5750 Sunset Drive South Miami, Fl. 33143 Phone: 305.662.5402 Fax: 305.662.5404 Superior Service since 19521 From: Menendez, Matilde [mailto:mgmenendez @cityofsouthmiami.net] Sent: Friday, March 13, 2009 10:48 AM To: Byron Merino; dorothy.donahue @regions.com; delle.joseph @suntrust.com; Jody Perlmutter Subject: Request for Loan Rates We are requesting quotes on loan rates. The details are as follows: Amount: $1,000,000 Possible Terms: 5years, 10years, 15years Please if you are interested respond by Wednesday, March 18th before noon. 3/19/2009 Page 2 of 2 Thank you, Matilde G. Menendez, CPA Finance Director City of South Miami 6130 Sunset Drive, FI 33143 Office (305) 663 -6343 Fax (305) 663 -6346 This email message and any attachments are intended only for the addressee(s) and contains information that may be confidential and/or copyrighted. If you are not the intended recipient please notify the sender by reply email and immediately delete this email and its attachments. Use, disclosure or reproduction of this email or its attachments by anyone other than the intended recipient(s) is strictly prohibited. No representation is made that this email or any attachments are free of virus. Virus scanning is recommended and is the responsibility of the recipient. 3/19/2009 ORDINANCE No; 97 -08 -? 942 AN:ORDINANCE. OF THE MAYOR AND CITY GC.MNTSSION OF THE CITY OF SOUTH:MIAW FLORIDA, RELATING TO FINANCE;. AUTHORIZING A TERM LOAN; APPROVING THE FORM OF AND AUTHORU NG THE EXECUTION OF A PROMISSORY .NOTE :AND A LOAN AGREEMENT WITH BANK OF AMERICA, NA.; AND PROVIDIING FOR SEVERABII,TfY,,.ORDINAN.CES IN CONFLICT AND AN EFFECTIVE DATE. BE IT ORDERED BY THE CITY COMMISSION OF Tim CITY OF SOUTH MIAMI, FLORIDA (the "Borrower') that: Section 1. Authority` for this Ordinance This Ordinance is adopted Pursuant to the .Constitution and laws.of the State of Florida.. Seetion.2. Defrnitio>is. Words and phrases used herein capitalized form. and not otherwise defined herein shall have the m- emurigs' ascribed .hereto. in : the Loan Agreement (hereinafter defined) and, in addition, the following words and phrases shall have the following meanings when used herein:. "Authorized Signatory" means Mayor :of the l3orrourer. "Loan Amount" means. $1,000,000.00. Scotian 3. Authorization of Transaction In order: to obtain funds to pay the costs of construction of a new Municipal parking garage, the Borrower is: authorized to obtain done -year term loan (the: "Loan "):from and borrow from Bank of America, N.A. (the "Bank: ") the amount of the Loan Amouriti Because :of the characteristics of the transaction . and the Head for immediate funding," it is in the . best interest of 'the Borrower to obtain the loan through negotiation with the. Bank Section 4. Loan Apreeinent and Promissory Note The Borrower is authorized to execute a_Ltian Agreement' with the Bank in substantially the form attached hereto. as Exhibit A (the "Loan Agreement ") and to make the Promissory Note in the.,forjn attached to the Loan Agreement,. provided that the principal amount of the Prorrussory Note May not. exceed the ;.Loan. Amount. The forms : and terms of the:' Loan Agreement. and Promissory Note are hereby approved by the Borrower. and the . Authorized Signatory is Authorized .'to execute the same, with :such.: changes as maybe approved by the Authorized Signatory, such.: : approval to be conclusively evidenced by the execution thereof by the Authorized : Signatory; Section 5 Serve mobility if any provision of this Ordinance shall be held or deemed to be or:shall in fact, be illegal, inoperative or unenforceable. in any: context;` the . same. :shall not affect any, :other provision herein or render ally other provision (or such provision 'in any other context) invalid, inoperative. or unenforceable to any extent whatever. f � r i j �MM..�N)1M�MtNMMY� . lh i L c cup +s'�`4 (1 LipNa tO�B� a Pteeia� A�r�. q6 , J, > 4 y cY {tC L Pg. 2 of, Ord. No. 07 -08 -9942 Section 6. A �icable Provisions of the Law. This Ordinance shall be governed by and construed in. accordance with the laws ofthe State of Florida Section 7. Author zaiions All oificia& and emploYees of the Bo' orrower are atithonzed and empowered, collectively or individually, to take all 1. action and steps and to,; execute all instmments, documents, and contracts on behalf of the B.o=rower that are. necessary or .desirable in connectidn with the completion of the Loan. Section S. R;pealer. All Ordinances or herewith are hereby repealed Pam thereof in conflict Section 9, Effeclive Date This Ordinance shall take effect im.mediafely upon its enactment. PASSED AND ADOPTED this ^7 L of l _ y , t 20118: APPROVED: MAYOR / I �f Commission Vote:. 4 -0 Mayor Feliu :. Yea Vice -Mayor Beasley: 1. Yea Commissioner Wiscombe: Yea Commissioner Palmer: absent Commissioner Beckman: Yea CITY OF SOUTH MIAMI iR-OFFICE VEMORANDUM. South, Miarru To: The Honorable M.Pyor Feliu and Members of the UY Commission Efiza Rasii Finance Djr6 r Date: February 11, 2008 Subject ordinance Wautharize theiCItY Manager to loan agreement (bridg I ger enter into a short term L6 'of Pan) with Bank of America through Florida League n1dipal, Loan Council to: pay for the final construction cd the :municipal ' .parjung garag6 project up from the FMLC.'s next bdhd ISS' unfit aj 16 Pecanbesecuted, B"Rground, I . h During the Nove mber 2 �01,: Commission 1 n meet' Was ng a resolution d. t.. *16W the City Manager to negotiate a bridge, 1 1 1 oan for the cohl 6tion of'the" arking-G ra P a ge :Project; and Flarlda as a result through: the Pip I Loan co Am has una Bank of. terms , .:,o corbplyvA erica: h: us the th this need: Ordirian.ce: AN ORDINANCE OF THE MAYOR AND CITY Col,, MISSIOF?THE CITY ON OF SOUTH FLORIDA, RELATING: To FINANCE, AHT'HW=NG, A, TEW I L. APPRO'VING THE FORM ORM OF AND AUTHO &TIM EXEC RIZIN UTIONOF A PROWSSOR' y NOTE AND A LOAN. BANK ov, '�� - .. - I -AGREE�ffi� WITH lcA, NA; AND PROVIDING FOR SEVERAB II.ITY, ORDINANCES IN CONFLICT AND. FFF DATE. Backup OqCUMentatibn* RESOLUTION 190-07-12575 E3::0RQ:iNANCE ` WAN AGREEMENT ExhibitA to Ordinance. LOAN'AGREFMF -NT This LOAN AGREEMENT (the "Agreement" ),is made and entered into as of the Closing Date identified od Attachment B; and is by and between the apolitical subdivision of th . State of Florida, idenpfied on Attachment B hereto, and; its successors and assigns (the "Borrower "), and Bank of America, N A., a;.national b ai?ldng :association, anal its successors. and assigns, as holder(s) of the heretnaftez defined Note `(the "Bank'.'); The Parties hereto„ intending to be legally bound hereby and in consideration of the mutual covenants hereinafter. contained; DO HEREBY AGREE as.follows ARTICLE I DEFIMTIGN OF TERMS Section 1:.01, Defin" 1bo� Th words and terms used in this;Agreement small have the meanings as set forth in the recitals above and the following' words. and terms as used tit this Agreement shall:have the following meanings: "Agreement ". shalt mean this Loan Agreement acid any and .all modifications: alterations; amendments: and;: supplements hereto made in. accordance- with iha provisions hereof Bond Counsel° means an attorney -at -law or fins of such attorneys having expertise.in. the legal aspects of tlie, issuance: of: indebtedness by: states and political subdivisions thereof "Borrower" is. defined on Attachment B.hereto. "Business Day" means any day "=Pt any Saturday or Sunday or day on which the Principal Off= of the Bank is. lawfully closed: "Closing.Da&a means the date so indicated iii the Note. "Costs" means, with. respect to the Project, any lawful expenditure of the Borrower which meets the further requirements :oft his Agreement . "Event of 7efault" shall rieaa an Agreement.. event of default specified in Article VI of this "Loan;." shall mean the loan.by the.Ba&to the Borrower contemplated hereby. "Loan Amount" is identified on Attachment B. "Note" uteans the Borrowertsi promissory Note in the form attached hereto as Attachment "Notice Address" means, As to the Borrower: As set forth on Attachment B As to the Bank Bank of America, N.A.. 9000 Southside Boulevard Building 100 Jacksonville, Ft 32256 Or to such other address as either party may have spified in writing to the other using the procedures specified in. Section.7.06.. "Principal Office" means; . th respect to the Bank, the office located at 9006 Southside Boulevard, Building IOt), Jacksonville, Florida, 32256, or such other offi ce as the Bank may designate to the Borrower in.writ. ng; "Project" means expenditures. incurred by the .Borrower not more than 60 days. prior to the date of this Agreement. with respect. to; the construction of a new municipal parking garage, "State" Means the State of Florida. Section 1.02 Tales and Headinea 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 of ba1id 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`aay questiort. of intent should arise. ARTICLE II REl'RESE. . I ONS. OF BORRO*71 The Bogower'represents and warrants to the Bank that Section 2 01 Powers of Borrower, The.Borrower. is a. politi cal subdivision of the .type identified on:Attaolunent B hereto,. duly organized andvalidly.,eaisting under the laws of the State. The Borrower has the power to borrow the amount: provided for in this Agreement, to:execute and deliver the Note and this Agreement, to secure the Note in the manner. contemplated hereby and to perforrn'aad observe all'the term$ end con &tions of the Note and this A to be performed and.observed. The,Bcrrower may lawfully borrow funds:her�eunder in order to pay Costs of:the Project Section 2.02 JkuthoriZMion of Loan: The Borrower had, has;, or will have as. the case. maybe, at all,relevant tirnes;.f ill legal right, power, and authority to execute this Agreement, to make the Note; and to carryout an . consummate.aU other transactions contemplated hereby, and the Borrower has complied..and"will comply with all provisions of applicable; law in all material Matters relating to. such transactions: The Borrower has :duly auorized the borrowing of the amount provided for in this Agreement, the execution acrd delivery. of this Agreement, and the -2- Making and delivery of the Note ,to the Bank and to that end the Borrower warrants chat it will. take all action and will d . all things which it is ;authorized by law to take and to do is order to.. fulfill all covenants an ts.part to be per and to provide for and to assure payment. of the Note. The Note has been duly authorized, executed, issued and delivered to the Bank and constitutes legal, valid and binding obligation of the Borrower .enforceable lit accordance with the tennis thereof,and file terms hereof, and is entitled to the benefits and security of this Agreement All approvals, consents, and Orders of and filings with any y govcrnnienfal .authority or agency which would constitute a ;condition precedent to the issuance of the Note or .ihe execuxion and delivery of or the performance y ihe. Barrowet :of its obligations under this Agreement and the Note have been obtained or made and any consents, approvals, and orders to tie received or (dings so matte are in full force' and effect Section 2.03 Na Violation of Law or Contract The Borrower is not in default in any material. respect under anyagree cnt or'other, instrument to which . it is a partyprby which it may be bound, the breach of which could .result in a material and.. adverse impact on the financial conductor of the- Borrower or the ability of the Borrower to perform its obligations hereunder and 1. under the Note The making and performing by'iho Borrower .of this A not violate an greemeat and the Note will y applicable provisiaa of"law and will not result in a material breach of any of the terms of any agreement or instrument to which the Borrower is a party or by which the Borrower is "bound, the breach of winch could result in a.matcrial and adverse impact on the financial condition of the $orrower or the ability of the Borrower to perform its obligations hereunder and under the Note. Section404 den anon There are no actions or proceedings 11Pj� �1LrPa4rnnA F ' *' pending against the Borrower or affecting the Bosoviier or, to the knowledge of the Borrower, threatenod; which, either. is any case or in fit_ aggregate might result in any material adverse change in the financial: condition. of the Borrower; or which questions the validi[y of this .1 1 Agreement or the Note or of any action: take or to be taken. in. connection with transactions contemplated hereby or thereby. Section 2.05 Financial Lnforrnatioa The frnatCial information. regarding the Borrower furnished :to the Bask by the Borrower in .connection with the Loan.is complete and accurate, and there has been no material and adverse change. in.the financial condition of the Borrower from that presented in such information, ARTICLE' LII COVENANTS OF THE BORROWER Section 3:01 Affitinatve Covenants. Pon so long as any of the principal amount of or interest ote ston the Note is outsian'cith 9. or any duty or obligationof the Borrowerbereuader or under the Note:retnains unpaid or unperformed, the.Botrower covenants to the Bank as: follows: (a) a e The Borrower shall pay the principal of and the interest on the Note at the time and place and in the manner provided hercin.and in the Note. -3- {b). IL of proceeds. Proceeds froiu the Note will be used only to pay costs of the Project and to pay closing costs of the Loan. (c) N tice of Defaults.: The. Borrower shall within ten (10) clays after it acquires &Howl edge thereof; not' fy the Bank in writiag at its. Notice Address upon the happening occurrence, or existence of any Event of Default, and any event or condition which. with the passage of time or giving ofnotice, o both, would constitute an EventofDefault and shall provide the Bank with such written. notice, a detailed statement by a responsible officer of the Borrower of alI relevant facts and the action bezxig taken or proposed to be taken by the Borrower with respect thereto, (d), M9nkAaace of Existence; The Borrower will take all reasonable legal; action}vithin its control in order, to maintain its existence until all annouuts' due and.owing fioni:the Borrower to I the Bank under this Agreement and the. Note have bee paid in full. {e) Records. The Borrower agrees that any and all records of the Borrower with respect to the Loan and the ProjecE shall be open to inspection by the Banle or its representatives at all % reason times at;:the :o�ces.the Borrower. (f) Financial Siatementg The Borrower will cause an audit to be completed' of its books asid;accounts::aad shall furnish'. to. the Barik audited year -end financial staiemcnts:of the Borrower certified by an independent certified public acgountant to the effect that such: audit has been conducted in accordance with generally accepted auditing standa i rds and slating whether such financisi statements present fairly in all material respects the financial position of the Borrower and the results of its operations and,cash flows for the periods r covered by the .audit report, ail in conformity with generally.. accepted accounting principles applied on a.consistent basis,j and on a consolidated basis if applicable The Borrower shaliprovide the Bank with .the Bor owee s audited . financial statements €or each fsca7 year ending on or'after September 30, W within 270 days after the end thereof The Borrower shalt also provide the Bank with a copy Qfauy management letter ;received by the Borrower from its auditors within 30 days after receipt by the Borrower. (g) Notice of L•ah,hr,; The Borrower shall promptly inform the Bask in Writing. of MY actual or potential contingent liabilities or pending or threatened litigation o f any amount that could reasonably be expected to have a znaterial..and adverse effect upon the financial condition of the Borrower or upon the ability of the Borrower to perform its obligation hereunder and wader the Note. (h) �isurahee. The $orrower Shall maintain :such:liab lity, casuahy:and other insurance aasis reasonable and prudent far similarly, situated governmental.. entities of the State of Florida,. (i) Compliance with Layvs. : The Borrower shaft: comply with all applicable federal, State and ,local Iaws and regulatory requirements, the violation. of which could ceasona bly be til*V4 to. have a material and adver se. effect upon the financial condition of the Borrower or upon the ability of the Borrower to ,perform its . olligatian hereunder and under the Note. -4- {j} Pa rent of Document Taxes. In the event the Note or this Agreement should be subject to the excise tax on documents or the intangible personal property tax of the State, the Borrow.er.shall pay inch taxes or reimburse.the,Baak. for any, such razes paid by; it. Section 3.02. hLe a ' e Covemn� For so long as any of the principal amount of or interest on the Note is outstanding or any duty.or obligation of the Borrower hereunder or under the Nate remains unpaid or unperformed, the Borrower covenants to the Bank as follows: (a) No Adverse 8orrowines: The Borrower shall not issue or incur I any indebtedness or obligation if such would materially and adversely affect the ability of the Borrower to pay debt service-on the-Note, or any other. amounts owing by the Borrower under this Agreement, Section :3,03 . E nse c agrees to pay the fee of counsel to . The a the Bank in connection with the issuance of the Not e in the amount of $2,500.00 said amounts to be due and payable upon the issuance of the.Note. Section 3.04. AutomaticPavmentProcedure: lieBoirrowerIherebyauthorius the Bank to automatically. deduct from a bank account of the Borrower designated to the Bank the amount of; any payinent of principal or interest due from the. Borrower to the Bank under this Agreement or the Note. If the funds in the account are. insufficient to cover any payment, the Bank shall not be obhg"ated to advance funds to cover the payment: The Bank covenants that it shall not debit the Borrower's account. for any amount in excess of the principal and interest due . from the Borrower to the Bank as the same becomes due. Section 3.05. Rerristiation of Note. The. Note is owned by Bank of America, N.A. The ownership of the Note may only be transferred, and the Borrower will transfer the ownership of the Note; upon.written request of the Bank specifying tits name, address and. taxpayer identifcatian number of the transferee, and the Borrower will keep a record setting forth the identification of the owner of the Note. Section 3.06, Note Mutilated Destroyed Stolen or Lost In CBSe the Note shall become mutilated, or be destroyed, stolen or lost, ,the .Borrower shall issue and deliver a new, in exchange and in substitution for such mutilated Note, or. in lieu of and iu substitutioa for the Nate destroyed, stolen or lost and upon the Bank fu nishing the Borrower proof of ownership thereof and indemnity reasonably satisfactory to the Borrower and may incur- paying such:expenses as the Borrower Section 3.07. Payment of Prancit al and Interest Limited Obti¢ation 13e;Boitower date' ses 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 thereof. true intent and meaning hereof and Section 3 08.O and Emolovees of the Borrow r t: No reeaurse tinder or u xempt from Personal Lrabtlity. po Wien obligation, � y o gatron, covenant or agreement of this loan Agreement or:the. Note or.for arty claim;based;hereon or thereon or otherwise in respect thereof, shall be had against any officer (which includes elected and appointed officials), agent or employee, as such, of the -5- Borrower as g p y... p t. gees I or future; it berm ez ressl understood (a) that the obli gation of the Borrower under this Agreement and under the Note is solely a corporate one, (b) that personal liability .whatsoever snail attach to, or is or shall be incurred liy; the officers, :agents, or employees; as:such, of the Borrower, or airy of them; under: or by reason of the obligations, covenants or agreements contained in this Agreeinent`or implied therefrom;., acid (c) that any:and 1. all such personal liability of, and any acid all such rights and.claims against; every such offrcec,: agent, or employee; as such, of the Borrower under or by reason of the obligations, covenant or agreements contained rn .this Agreement and under the; Note; or implied thereficom, axe, waived and released as'a condrtron of, and as a consideration for, the execution ofthis. Agreement abd the rssuance of the Note:on the part: of the Borrower. Secnou 3.69.. B_ usiness Da % In any case w: here the due date o f interest on or principal.. of the Note is not a Business Day, then payment of such pnncipal or interest need not. be made on such date but niay 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 ARTICLE 1V CONDMONS,OF LENDING The .obligations of the Bank to lend `hereunder are subject to precedent: the following conditions ' Section 4.O1 RM resentbc s and Warranties Tlie representations and warranties set forth in this Agreement and the :Note are and shall be true and correct on and as of the date hereof. Section 4, 02 o D cult. On the date hereof the Borrower shall be in compliance with: ali the terms and provisions, , s t forth in this Agreement and the Note on its part to be. observed. or performed, and no, Event of Default :216 an event that, upon notice: or lapse' of time or both, would constitute such an Event of Default,, shall have occurred and, be Continuing at. such time. Section 4:03 SuRP$Oocumerrts On or prior to the date hereof, the Bank shall, have received the, following supporting documents : all of which shall be satisfactory substance, to the.Bank (01161'satisfaction to be evidenced b form and y the purchase of the Note by the Bank): (a) The opinion of the attorirey for the Borrower,, regarding the: due authorizati exi�tion delivery validity and enforecability of this on, Agreement and the No (b) Sucfi.addihortal Supporting documents as the Bank may reasonably request. 10 ARTICLE V FUNDING THE LOAN. Section 5.01 The an. The Bank hereby. agrees to Loan to the Borrower on .the date hereof the`amotcnt.of the Loan Amount; to be evidenced by, the Note, to provide funds to finance the Costs of the Project upon the terms: and conditions set forth in this.Agreement The Borrower agrees to ,repay the principal atnouat.borrowed plus interest :thereon,. upon the terms. and condiiions.set forth in this Agreement and. the Note. Section 5.02 ,De ription`and pa t Terms of the ItiTote. To evidence th e. Loan, the Borrower shall issue and deliver: to the Bank the Note in the form attached . hereto as Exhibit A. ARTICLE :VI EVENTS OF DEFAULT Section 5.01 ene . An "Event'of.Defiult' shall be deended to have occurred under this Agreement if (a). The Borrower shall fail to make any payment . of the principal of or interest on the Loan when Ehe,sanie shall bew mcdue. and payable,vhether by inahuity; by acceleration at the discretion of the'B. ank as provided for :in. Section:6.02, or otherwise; or (b) The.Borrower steak default in the performance of or compliance with any term or covenant contained in tiiis;Agreement and the Note, other than: a term or covenant a default in the performance of which or noncompliance with: which is elsewhere specifically dealt with, which default or non- complianc a shall continue and not be cured within thirty (30) days a#ler (i) notice thereof to the Borrower by the Bank, or (ii) the Bank is notified ed of Such:noacomplia ft a or should have been so notified pursuant to the provisions of Section 3.01(c) of this Agreement; whichever is earlier; or ie) Any representation or warranty made in writing by 'or oa behalf of the Borrower in this Agreement or the Note shall prove to. have been. false or incorrect in any iaateral respect on the date made. or r.eaffrme : or (d) The: Borrower admits in writing its - inability to. pay its debts generally as they becorie due or files a petition in bankruptcy or:auakes as assignment for the benefit of its creditors or consents to the a ppoint<nent:of a receiver or trustee foritseli; or (e) The Borrower is adjudged insolvent by a court. of competent jurisdiction, or it.is adjudged a bankrupt on a petition in banlauptcy filed by or against the Borrower, ti an order, judgment or decree. is entered by any court of competent jurisdiction is ` appo ting, without: the consent of the Borrower, a receiver or trustee of the Borrower or of the whole or any part of its _7� property, and it the-aforesaid adjudications, orders, judgments or decrees shall not be .vacated or set aside or stayed within ninety. (9D) days from the. date of entry thereof; or C Tie Borrower shall file a petition, or answer seeking reorganimtion or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State; or Cg) . The Borrower shall default in the: due and: puncfual payment or. performance of covenants related to any ;indebtedness of the Borrower oe under any. :obligation for the payment pf', money: to the Bank or any other subsidiary or affiliate of Bank Of .America Corporation. Section 6;02 Effect of Event of i7efault Except as othetv✓ise provided in the Note, immediately and without notice, upon the occurrence of any Event of Default, the Bank may declare all obligations of the Borrower under ths:Agreemcnt and the Note to be imrmediately- due and payable without further;action of any kind aud.upoti such declaration.the Note.and. the interest accrued thereon shall become immediately due xnd:payable in addition, and regardless whether such declaration is orris not made,. the Bank may also seek enfdrcein,61ii of and exercise all remedies available to it under :any applicable law. AARTICLE VII A SCELLANEOUS Section 1.01 l`TO Waiver Cumulative Remedies. No failure or delay on the part,of the Bank in ei:ercising any right, power, remedy hereunder or under the Note 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 precludeAny other:or further exercise thereof; or the exercise of any other, right, power or remedy h...ereunder.or.thereunder. Tile remedies herein and therein provided are.cumulative and not exclusive of arty remedies provided by law or inequity. Sectioa7.02 Amendments hAnge4orModificatonsEatBe ent InaAgreemetrt shall not be amended, changed :.or modified except. in writing signed by the Bank: and the Borrower. The Borrower agrees to: pay all of the Bank's costs and reasonable attorneys' fees incurred in modifying and/or amending this .Ag;eement ar the Borrower's request or- bebest, Section 7.03 Counterparts This, Agreement may be executed in any number of counterparts, each.of which; when,so. executed and deli vered, shall be an original; but such counterparts shall: together constitute but one and the same Agreement, and, immakiag pr�oof.of. this Agreement;. ii shall not be. necessary to produce or acco counterpart. unt.;for more than on. e such Section 7.04 If an 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 -B- to.:.tbe cad that the trausactlons contemplated hereby be effected and the obligations contemplated hereby be enforced, °as if such . illegal:: or invalid clause, pro contained. herein vision or section: had not. been Section 7:05 Term of Aereernent Except as othervrisas specified in this A Agreement and ail r p greeta=n this tpresentations, warranties, . covenants and agreements contained herein or made in wilting by flee. $orrower in connMtion herewitb. shall - be in lull force and effect;from die dare hereof and shall continue in effect until as Iong a5. the Note is outstanding. Sectron?.06 No flee s= All notices requests, . demands and other communicafions which. are; required or may be given under this A:greernent shat be in'writing and shad be deemed to have beer, duly given when received if personally delivered,•:wlten transmitted it transmitted by teleco . . pY, electronic tel bone line facsimile transmission or, other sinniiar electronic or. digital Lransuussion method (provided customary,evidence ofreceipt is obtained); the lay aftor it is sent,. if sent by overnight common carrier service,: and five days after ttis:scnt, if mailed, certified mail, return receipt requested, postage prepaid tn.each case notice shall be sent to the Notice Address 7.07 AaDlicable Law Venue: This Agreement shall be construed pursuant to and governed by the substantive laws of the Stater The parties waive any objechon to venue :in any judicial p .. raccedrrtg brought m connection herewith lying yuzg in Duval County, Florida.. Section 7.08' Bindiae Effect: Acsi . �nment This Agreement shall be binding upon and inure' to the benefit of the ha su Borrower s hall ccessors in interest. and: permitted assigns of the 'parties; The ve no rights to assign any of its rights or obligations hereunder written consent Of. the Bank, without the prior Section ?;09 o Z friaries It is the intent and rrd Porn, RPnA agreement of the parties Hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights .or privileges hereunder. Section 7.10 Aiiorne Fe E To the extent legally ernzissible, the Borrower and the: Bank agree. that in an sui g Y P Y t, action. or proceeding brotight ;in connection with this Agreement` or the l` eye (irtelu from any, .appeal(s)) the prevailing part} Shall . be entitled to recover costs and attorneys' fees from the ,other parts. Section 7,:11 ErrtueA— Veement, laxcept as otherwise expressl}±provided, this Agreement and the Note embody the entire supersede all agreement and understanding between the part es.hereto and prior, agrte ents. and understandings relating to -the subject matter hereof. Attachments Wand B ame a Part-hereof Section 7:12 further Accn.ances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such.additional,or further documents, agreements or instrtunents and shall- cooperate with. one another ui all iespects for tfic purpose of out the transactions contemplated. by'this Agreement. -9 section 7..13 WaiyeiofJuryTrial. {a) This Section 7.13 concerns the resolution of any controversies or claims between the parties, whether arising in contract, tort or bystatute, that arise out. of or relate to: 0) this Agreement (including any renewals, extensions or modifrcaf ens); or se any loan riacumetit or other document related to thus Agreement (collectivelya "claim "). For the Purposes of this arbitrationpravision only, the tern "parties" shall include any parent corporatioik . subsidiary or affiliate of the Bank involved i n the servicing, rYranagement or administration of any obligation. described or evidenced by this. Agreement. (b) At the request of any party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Arbitration Act'), The Arbitration Act will apply eves though this. Agreement provides that it is :governed by the law ofa specified state. Theaarbitrauon.will take place on an individual basis without resort to any. form.of class action. (c) Arbitration proceedings will be determined in accordance with the Arbitration Act, the then- current rules and procedures for the arbitration of:financial services disputes of the American, Arbitration As sociation oz arly:sarccessor thereof (+'AAA, "), and the terms of this Section. In the event of any, inconsisteztcy, the terms of this paragraph shall control. If AAA. is unwilling or. unable to (i) serve as the provider of arbitration or (u) enforce any provision .of this arbitration clause, any party to this AgrGement.may substitute another: arbitration organization with similar procedures to serve asI..the provider of arbitration: (d) The arbitration shall be administered byAAA and conducted in Iviiaau; Florida All Claims shall be determined by one arbitrator however, iMaims exceed Five Million Dollars ($5,1)00,040), upon the request of eay party, the. Claims shall be decided by three :arbitrators. All arbitration hearings shall commence within ninety (9Q} .days.of the demand for arbitration and close within ninety (40) days of commencement and the award of the arbitrators) shall be `issued:within thirty (30 }days of the close of the hearing: However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days: The arbitrators) shall provide a concise written statement of reasons for the award. The arbitration award may Submitted fo any court having jurisdiction to be confirmed, judgment entered and enforced. (e) The arbitrators) will give effect to statutes of limitation in determining any Claim and may dismiss the arbitration on the basis that the. Claim is barred. For purposes of the application of tkte. statute of limitations, the service on AAA under applicable.AAA rules of a notice. of Claim is the equivalent of the filing ofa lawsuit; Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined. by the arbitrators). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement: (f) This Section does.not limit the right ofanyparty to: (i) exercise self -help remedies, such as but not limi ted to, setoff; (ii) initiate judicial or non judicial foreclosure against any real orpersonaI property collateral; {iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a "receiver, or additional `or supplementary remedies; -16- W The of 0 a: lud. .. I I ...c-Durt action is not intended to Constitute a waiver of ibefightofanyparty, suing P;a I the inc ing the rw reafter to require, submittal of the: Claim toarbi ion trat BY agreeing. to buidtng arbitration, itration. the parties irrevocably and:vo IY ]Uzitazily waive any Tigfit ,ymay, 4vel.olatrialb to limitihi Yjuryinrespec-tofanyCl.aim-'Furthem?orclwithbutintaid- agreement,to. ;ng in any way and arbitrait, to the extent any Clairn is not arbitrated, the parties :!v9,Uxita.riJY waive any right irrevocably t ' . * y have to a ,* ,b y in spro yig on is a materW Indu = e t f or: t e y ju pert of such C laift This pam es en i i ns into this Agreement. This Section the Ord�o pnycb ttb or clainm between the Borrower aad the 3 a*.wbcther arsin in contract; i6yt orby. statutd,lhat arise out. of of t (pouectivet e0 i irrevocably and irkt6 this Agx�ernent or the Note .parries right ..' I a a Y jury is d voluntarily waive any ri . CY I may, ve to 'tri I I b resP60 of iny:clgiili This provision is a material . , induce ha entdri for the parties:., nginto this AtrOeincm, meat WITNPSS WHEREOF, theparties hive executer this Agreement to be effective between them as of the date of first set. forth above. MIAMI, I . I , FLOR;W WA Title.-,.Mayo . i BANK OF AMERICA, N.A: By.- Name: Linda k mason Title : .Senior Vice President _11- BANK RICA,.N.A.. BY`• Marne: Linda A.: &son, Title: Senior Vice President .12. Attachment A to Loan Agreement, PROMISSORY NOTE KNOWALLME DYniESEPRESENTStbattheundersignedmaker (the "Borrower "),apolitical subdivision created and existing pursuant to the Constitution and the laws ofthe State of Florida, for slue received, promises to pay from the sources hereinafter provided, to the order of Bank of America, N.A. or registered assigns (hereinafter,, the "Bank " ), tbeprincipal sum of$l,o00,000.00 or such lesser amount as shall be outstanding hereunder, together with merest on the principal balance outstanding at the rant dmg per annum od to the Applicable Rate (as hereinafter of days defined) based upon a year of 360 days for the actual number a ys elapsed, Principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Bank may designate to the Borrower. The' Applicable Rate is the sum of 1.76% plus the LIBOR Rate: The Borrower shall pay the Bank the entire unpaid principal balance, together with all acerued and unpaid .interest hereon, in full on April. 7, 2009 (the "Maturity Date " ).. All payments bythe.Borrowerpursuant to this Note shall apply first to accrued interest, then tootbercharges due the Bank, and die balance thereofshall apply to the principal sum due. As used in this Note, (4 The LIBOR Rate is a tluctuating rate of interest equal to the rate per annum equal to the British Banke sAssociation LIBOR Rate (`BBA LIBOR!% as published by Reuters (or other contmercrally available source providing quotations of BBA LIBOR as selected by the Bank from time to time) as determined for each banking day at approximately 11:oo a.m. London time two (2) LondonBanking Days prior to the date in question, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a one month term, as adjusted from time to time in the Bank's sole discretion for reserve toquiremegts, deposit insurance assessment rates and other regulatory costs. If such rate is not .available at such time for any reason, then the rate for that period will be det=Amed.by such alternate method as reasonably selected bythe Bank A "London Banking Day" is a day on which banks in London are open for business and dealing in offshore dollars. The principal ofand, interest on-this Note may be prepaid at the option of the Borrower in whole or is part at any time without prepayment premium or penalty. Upon the occurrence of an: Evcnt of Default (as defined in the Loan Agreement) then the Bank may declare the entire debt then rranaining unpaid hereunder immediately due and payable; and in any such default and acceleration., the Borrower shall also be obligated to pay as part of the indebtedness evidenced by this Note, all costs ofcoIlaetion and enforcement hereof, including such fees as maybe incurredonappeal or incurred in any proceeding under bankruptcy laws as they now orhereaf}cr exist, including specifically but without limitatnour, .claMIS, disputes and proceedings seeking adequate protection or relief from the automatic stay.: If say Payment.hertundat:.is not made within fifteen (IS) days after it' due, then the Borrower shall also be obligated to pay as a Part of the indebtedness ei�idetfcod by "thisNok a late payment fee in the anroiunt of 49� of delinquent payment, which late paymend shall be dire and payable immediately. Interest attbemaximumlawful rateper annum shall be payable on the entire Principal balance owing hereunder, from and. after. the occurrence of and during the continuation of a default described in the preceding paragraph, irrmpective of a declaration of maturity The Borrower to the extent permitted bylaw hereby waives presentment, demand, protest and notice of dishonor This Note is issued in: coajumtion with a Loan. Agreement, dated of even date herewith between the, Borrower and the Bank (the "Loan Agreement ") and is'subject to all the terms and. conditions of the I oan Agreement: All term, conditions::and provision§ of the Ordinance and .I,oanAgreemetit nre by this reference thereto,incorporated herein as a part of this Note.; Terms used.hereitt in capitalizeii form acid not otherwise defined herein sball have the meaningis ascribed thereto in the c3rdinanee. This Note may ybe ezcbanged.or transferred but only as provided in the Loan Agreement..: It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and boperforrrd precedent to lathe executions 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 thisNate is in full.compiiance with anddoes not exceed or violate any constitutional or statutory. lnnttation. IN WITNESS WHEREOF, the Borrower has caused this Note. to be executed in its name as of the date; hereinafter set fort}i Tile date of this Pomissory; ?Dote is April 8, 2008, CITY OF SC?UTH MIAMI; By Name;. orate Cs Feliu Title: Mayor 1 N.aiue qP Botrmver City o f South `Ivliaani} for da 2 Type of PoIiticai Subdivision DOM Municipality. 3.Not ce Addi g of Soimwer. 4 Loan Amount:$11Q00,000.00 5. Closing Date:,Apri18, 2408' ATTACHMENT. c; REQUEST FOR ADVANCE' Dater April 81 20081� TO: Rank Of AIndrica, N.A. From: City of s6udl Date Of Lban!Agreement andP'roxiii swry Note: April. 8,. 2009 Amp.OntpfAdvance.- $Ij000j000.00 Date of Advan A ce PrJJ8,20W The ab6v&nirnm Borrower requests, an Advance under '.the. Loan, Agreement Promissory and P missory Note identified:above in the amount s atsaid $2300.00 be used bythe Bank et forthabove, and requests th to The pay the lee of its eys anceb wired totheBorrower's aoxbunt set forth below. at* and. the bW e re*preseniitiGns and Warranties of the'Borr6wercontained in the Loan-Agreernient are true rue and correct is:otih, the date "hereof. CITY OF SO NPbe'Morac.; G. Title.- Mayor. WIRING INSTRUCTIONS: FIRST NATIONAL BANK OF SOUTH 5750 750 SUNSET.DRIVF, SOUTH MIAMI FL 33143 AB."IbUTh NiG #'}67005873 ACCOUNT NAME: CITY OF SOUTH .ACCOUNT #:0100956184 NAGIN GALLOP RGVEREDOM Attornep a Coanselor 18001 Old. Cutler Road — Suite 556: .Telephone: (345) 85445353 Miami, Florida 33157,6416 Facsimile: (305) 854- 5351 April 7, 2008 Bank o f Aineiica, N.A.. Jacksonville, Florida Re: $1,00.; 000 00 MY of South.Miatiii,.Florida. PiOmissory Note Ladies and Gentienaen: Based uponthe foregging, I ain.ofttie opinion that: 1. The City is a poli tical subdivision of the State of Florida duly" organized and validly existing as a mmnicipaiity under the;Constitut on and laws of the State of Florida. RESOLUTION NUMBER: 190-07-12575 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CI'T'Y OF SOUTH MIAMI, FLORIDA, RELATING TO VINANCE; AUTHORIZING TIE CITY MANAGER TO NEGOTIATE A BRIDGE LOAN FOR AN AMOUNT NOT TO EXCEED $1,000,000 NET AND A PERMANENT LOAN FOR AN AMOUNT NOT TO EXCEED $1,000,000 NET FOR THE COMPLETION OF CONSTRUCTION OF A PUBLIC PARTCING GARAGE LOCATED AT S.W. 73R' STREET FOR REFINANCING TBE PROPERTY WMCH CONSTITUTES MARK RIC13VIAN PROPERTIES CONTRIBUTION TO THE PROJECT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on October 11'x, 2007 the Mayor and City Commission approved Resolution no. 169 -07 -12554 authorizing the City Manager to pay $300,000 from its Undesignated Fund Contingency Cash Reserve; and WHEREAS, and parking garage project is near completion and the City desires not to delay it any further; and WI1EREAS, the Mayor an City Commission authorized the City Manger to seek a loan form the Florida League of Cities in an amount of $1,000,000 and reimburse the undesignated contingency $300,000 and the remainder to be used for completion of the parking; and WHEREAS, it is in the best interest of the City to secure a bridge loan as soon as possible. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE'CITY OF SOUTH MIAMI FLORIDA: 1. Section 1. The City Manager and the City Attorney are authorized to make application to the Florida Municipal Loan Council and to negotiate the interest rate and the terms and conditions for a bridge loan and a permanent loan for the purposes and the amounts stated in the "Whereas" clauses. The Ioan documents shall be presented to the Mayor and the City Commission and shall not take effect until approved ed by the City Commission a required by the city charter 2. Section 3. This resolution shall take effect immediately, upon approval. PASSED AND ADOPTED this�day of 2007. ATTEST: �� CITY CLERK op APPROVED: o �-, MAYOR Commissioni Vote: Mayor Feliu: Vice -Mayor Wiscombe: Commissioner Bins: Commissioner Palmer: Commissioner Beckman: V )5-0 Yea Yea Yea Yea Yea MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Miami -Dade County, Florida STATE OF FLORIDA COUNTY OF MIAMI -DADE: Before the undersigned authority personally appeared O.V. FERBEYRE, who on oath says that he or she is the VICE PRESIDENT, Legal Notices of the Miami Daily Business Review f/k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Miami -Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in.the matter of CITY OF SOUTH MIAMI PUBLIC HEARING FOR 3/4/2008 in the XXXX Court, was published in said newspaper in the issues of 02/22/2008 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami -Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami -Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami -Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing th* dvertise publication in the said newspaper Sworn to and subscribed before me this , A.D. (SEAL) — ; {.... `✓ MARIA I. MESA R MY COMMISSION # DD 750170 O.V. FERBEYRE personally o e., eaona EXPIRES: March d11-hruNoley ubtcUnd rmiters CITY .OF.SOUTH NOTICE. OF PUBLIC- I ERRING NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct - Public:, Hearings at its..- r @gular- City Commission meeting scheduled`fdr Tuesday, March 4, 2008 beginning at 7.30 p m. in the City Commission Chambers, 6130 Sunset Drive, to consider the following item:. AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH.MIAMI FLORIDA, RELATING TO. FINANCE; AUTHORIZING A TERM LOAN; APPROVING THE FORM: OF ' AND AUTHORIZING- THE- EXECUTION° OF � A PROMISSORY NOTE AND ­A LOAN-AGREEMENT WITH BANK-OF AMERICA; N.A.; PROVIDING FOR SEVERABILITY, ORDINANCES IN CONFLICT AND AN EFFECTIVE DATE. If you have . any inquiries on the above items please conta6t:the.Finance Departments office at 305- 663 -6343 `. ALL interested parties are invited to attend and will be heard.' Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105; the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter'cohsidered 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 evideince upon which the appeal is to be based. 4 " 2/22 08- 3- 94/970243M 0 0 00 N 2' Q d' m W L.1- } Q Ln !n ZD ZD S 0 J Q LU W Q W 2 I.— o r L � r E Cu ro o j U }j v KAN iabrina Torres 351, Kelsey Hudek " 349. e Game, Squad A Boys;.Geeg Smith @4 8, Patrick O'Donnell 248, Andrew Koff 237, Jared Kaufman 225, Daniel Gajus 203, Brandon Fraum 199; - - Squad A Girls: Alyssa Harper 193; Squad B BoysrJ.C. Gonzalez 225, Danny Wernsing 221, Carlos Fer- namdez 191, David Garcia 189, Alex - Rodriguez 189, Jose becerra 182; Squad B Girls: Betty Jo Martelli 244, Andrea Rizzo 182; Sabrina Torres 151 Kelsey Hudek 1.78. hNiaMi -Dade: 305 -350 -2222 BroiMrd 954. 24- 2535._ 0 Che lfliam COURTESY'NOTICE { _ CITY OF -SOUTH MIAMi, FLORIDR. i On Tuesday, March 4, 2008, begmmng at 7 30 m . in the City Commission Chambers,. 6130 Sunset Drive, the tity;Conimission; will I hold. Public Hearing( §) to consider the following item(S) AN ORDINANCE RELATING.TO FINANCE ;- -AUTHORIZING':A�'TERM ;LOAN;:: APPROVING: THE FORM, OF AND',AUTHORI- - —. �1-. EXECUTION OF A PROMISSORY NOTE AND A LOAN AGREEMENT WITH BANK.bFAMERICA, N.A. •A RESOLUTION ELATING TO A REQUEST. PUAtUANT TO SECTION': 20- 3.4(B)(4)(b) .DF THE. LAND 'DEVELOPMENT.CQDE :FOR - ;SPECIAL- . SEAPPROVAL TO LOCATE A GENERAL- RESTAURANT, AS. PART.OF THE SOUTH :MIAMI .MUNICIPAL PARKING FACILITY, A `PRIVATE- PUBLIC DEVELOPMENT-.: LOCATED -AV 5829'SW..73rd: STREET WITHIN. THE,..' "SR' (HD- OVA".: -. SPECIALTY - RETAIL ;(HOMETOWN 'DISTRICT OVERLAY) + ZONING DISTRICT O.N=RROPERTY:_LEGALLY, DESCRIBED AS_:LOTS =:$5, 36,' 31:48,';49..-40, ...A:::LARKINS - SUBDIVISION 'ACCORDING TO THE'PLAT-THEREOF RECORDED IN -PLAT. BOOK 3 AT PAGE.1.98 OF THE, PUBLIC RECORDS' OF :MIAMI DA COUNTY If you have any inquiries_ on the above items please contact the City Clerk's office. it: 305- 663 - 634.0. ALL interested parties -aye ihvitetl to'attend and will be heard:':: Marla M. Menendez,-CIVIC City'Clerk Pursuant to Florida statutes 286.0105; the clry- hereby adv sesthe public thi if a person derides to appeal any decision made by this Board, Agency Dr COmmISSiDn Wwh respect to any matter considered at its meeting , or hearing, he or she will peed a record .of the proceedings, and that for such purpose, affected person magi heed to ensure that a 4rbatim, record of the proceedings is made which record includes the testimony and evidence uy6n which the appeal is to be based. , MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Miami -Dade County, Florida STATE OF FLORIDA COUNTY OF MIAMI -DADE: Before the undersigned authority personally appeared O.V. FERBEYRE, who on oath says that he or she is the VICE PRESIDENT, Legal Notices of the Miami Daily Business Review f/k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Miami -Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF SOUTH MIAMI PUBLIC HEARING FOR APRIL 3, 2009 in the XXXX Court, was published in said newspaper in the issues of 03/24/2009 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami -Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami -Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami -Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this vertisem ublication in the said newspaper. Sworn to and subscribed before me this 24 day of MARCH , A.D. 2009 (SEAL) O.V. FERBEYRE personally known to me Z AN Off, A dF y -"7✓ ` ItiIV P: �• gouxy •y � S . $927 h• O RtU CITY 'OF.:SOUTH- -MIAMI NOTICE •,OF. PUBLIC ;FEARING NOTICE IS HEREBY.given thatthe. City Comrnis� lon of the City of South. Miami, Florida will conduct a Public Hearing . at. * its special City Commission meeting scheduled for'Friday,-April 3, 2009 beginning at 7:30 p.m: in the City Commission _Chambers,_ 6130 Sunset Drive, to consider the following item: Second Reading: AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY'OF SOUTH MIAMI, FLORIDA, RELATING TO FINANCE; AUTHORIZING, THE CITY `MANAGER TO NEGOTIATE A PERMANENT LOAN IN AN AMOUNT NOT TO EXCEED $1,000,000 TO-REP" THE 'BRIDGE'LOAN OF $1,000,000 WHICH WAS UTILIZED BY THE CITY FOR THE COMPLETION OF CERTAIN ROAD IMPROVEMENTS AND CONSTRUCTION OF A PUBLIC:-PARKING GARAGE LOCATED AT S.W. 73RD STREET; AND PROVIDING FOR AN EFFECTIVE DATE. If you have any questions, please contact the City,Clerk's Office at (305) 663 -6340: ALL interested parties are invited to attend and will be heard. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or hearing, he or she will need a record of the proceedings, and that for such purpose, affecte& 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. 3/24 09- 37193/1198276M d < c Q � 2 � r � y 0 N � LL }O N F w U Z N C O N 10 C m m d`7 a ? r o a C N G U '>O N d N N CID 0 0 r o �6 GMD oMD M m E Z CL E: O Z y O N N O Q N U 07 Q OO N N W IL 14 0 f 0 Coral Gables Citizens Political Action Committee RECOMMENDATIONS ON PROPOSED CHARTER REVISIONS On Tuesday, April 14 there will be an election of city commissioners and various Charter amendments. With respect to the Charter amendments, the PAC recommends: WE ARE IN FAVOR OF TERM LIMITS 1 - 12 YEARS FOR COMMISSIONERS, 8 YEARS FOR THE MAYOR. We would have preferred 8 years for commissioners, but this is a compromise which we believe will pass. WE ARE IN FAVOR OF RETURNING THE MAYOR TO A 2 -YEAR TERM. This is necessary so that there is an important election every two years, in which the majority of the commission is running. Under the present system, which was recently adopted, with the mayor running only every 4 years, the interim elections lose importance. For example, in this upcoming election only two commissioners are running for reelection. 51 WE ARE AGAINST INCREASING THE CITY 7 MANAGER'S DISCRETION TO ENTER INTO CONTRACTS BID TO $100,000, WITHOUT COMPETITIVE BIDDING. Recent history has shown, rather than loosening controls over the city manager, we should be tightening controls. At present, the city manager has the discretion to enter into contracts up to $25,000. This is more than enough. mAB RECOMMEND A VOTE AGAINST ABOLISHING THE TRIAL BOARD. The Trial Board provides a grievance hearing for non -union employees who have been fired or have other grievances. At present, such employees have the right to go before the Trial Board. it the Trial Board were abolished, they would have no other recourse except to sue the city. If there was some alternative mechanism, such as binding arbitration, that would satisfy this need. However, the city has not implemented such alternate method and therefore, the Trial Board remains necessary. The PAC again expresses its disappointment with the city and the administration over the lack of morals, character and transparency at City Hall. The continuing violations of ethics and honesty and the failure in any way of the city to react to it remains a tremendous disappointment. We call upon all voters to join us in insisting upon honesty and transparency in our government We need your help in the upcoming election, both with respect to the candidates and these issues. Please visit our website at www.coralgablescitizenspac.com and volunteer to assist us in making Coral Gables a better place. VOLUNTEER: volunteer @coralgablescitizenspac.com Paid political advertisement paid for an approved by the Coral Gables Citizens Political Action Committee, Vincent E. Damian President and Robert Yanno, Treasurer 80 S.W. 8 Street Suite 2550, Miaml, Florida 33130 O CITY OF SOUTH MIAMI NOTICE OF PUBLIC HEARING NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct a Public Hearing at its special City Commission meeting scheduled for Friday, April 3, 2009 beginning at 7:30 p.m. in the City Commission Chambers, 6130 Sunset Drive, to consider the following item: Second Reading: AN ORDINANCE OFTHE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO FINANCE; AUTHORIZING THE CITY MANAGER TO NEGOTIATE A PERMANENT LOAN IN AN AMOUNT NOT TO EXCEED $1,000,000 TO REPAY THE BRIDGE LOAN OF $1,000,000 WHICH WAS UTILIZED BY THE CITY FOR THE COMPLETION OF CERTAIN ROAD IMPROVEMENTS AND CONSTRUCTION OF A PUBLIC PARKING GARAGE LOCATED AT S.W. 738. STREET; AND PROVIDING FOR AN EFFECTIVE DATE. if you have any questions, please contact the City Clerk's Office at (305) 663 -6340. ALL interested parties are invited to attend and will be heard. Maria M. Menendez, CIVIC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or hearing, he or she will need a record of the proceedings, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings is made which record includes the testimony and evidence upon which the appeal is to be based. (V CITY OF SOUTH MIAMI COURTESY NOTICE NOTICE IS HEREBY given that the City Commission of the City at South Miami, Florida will conduct Public Hearings at its regular City Commission meeting scheduled for Tuesday, April 7, 2009 beginning at 7:30 p.m. in the City Commission Chambers, 6130 Sunset Drive, to consider the following items: Second Reaeirw: AN ORDINANCE RELATNGTOAMENDING CHAPTER 2 OFTHE CRY'S CODE OF ORDINANCES ENTIrLEDADMWWMTDNAND CITY GOVERNMENT; BYAMENDNG SECTON 2 -7 BJTRLED "ADMNISTMTNE DEPARTMENT FUNCTIOUSAND DUTIES "; TO INCLUDE SUBSECTION (E); PROHIBITING FORMER EMPLOYEES THAT HAVE RECEIVED SEVERANCE AND/OR HAVE SUED THE CITY AND HAVE RECEIVED A SETTLEMENT OR JUDGMENT AGAINST THE CITY FROM SEEKING RE- EMPLOYMENT AT THE CITY, EXCEPT AS OTHERWISE PROVIDED UNDER LAW. AN ORDNANCE RELATING TO THE POSITION OF THE CRY MANAGER; AMENDING THE CODE OF ORDINANCES CHAPTER 2, "ADMINISTRATION AND CITY GOVERNMENT" SECTION 24.4, ENTITLED 'RESERVED,- PROVIDING FOR AN ANNUAL PERFORMANCE EVALUATION. AN ORDINANCE RELATING TO THE CRY'S CODE OF ORDINANCES, CREATING ARTICLE IV WHICH ARTICLE SHALL BE ENTITLED 'LOT' MAINTENANCE AND ABANDONED PROPERTY;' OF CHAPTER 15, RELATING TO "OFFENSES AND MISCELLANEOUS PROVISIONS "; PROVIDING FOR FINES, STANDARDS FOR LOT MAINTENANCE AND A DETERMINATION OF ABANDONED PROPERTY; PROVIDING FOR NOTICE PROVISIONS FOR AN ANNUAL NOTICE RELATING TO LOT MAINTENANCE ISSUES; PROVIDING AUTHORITY TO ENTER PROPERTY TO MAINTAIN LOT, IF PROPERTY IS NOT BROUGHT INTO COMPUANCE; PROVIDING FOR AUTHORITY TO LIEN; PROVIDING REQUIREMENT THAT MORTGAGE HOLDERS TO REGISTER WITH THE CRY ON ANNUAL BASIS TO ENSURE PROPER NOTICE OF VIOLKnONS/DTATIONS TO ALL INTERESTED PERSONS. ReMletion: A RESOLUTION RELATING TO A REQUEST FOR A VARIANCE FROM SECTION 20- 4.4 (8) OF THE LAND DEVELOPMENT CODE TO ALLOW FOR A COMMERCIAL BUILDING TO REDUCE REQUIRED PARKING SPACES FROM TWENTY SIX (26) TO TWENTY THREE (23) SPACES; AND A VARIANCE WAIVING THE FIVE (5) FOOT LANDSCAPE BUFFER ZONE REQUIRED BY THE GRAPHIC REQUIREMENT IN SECTION 20.4.4: ALL ON PROPERTY WITHIN AN "LO' LOW-INTENSITY OFFICE USE DISTRICT LOCATED AT 5825 SW 681e STREET, SOUTH MIAMI, FLONDA A RESOLUTION RELATING TO A REQUEST PURSUANT TO SECTION 20.14(11)(4)(b) OF THE LAND DEVELOPMENT CODE FOR SPECIAL USE APPROVAL TO LOCATE A GENERAL RESTAURANT LOCATED AT 6200 SUNSET DRIVE WITHIN THE'PUD -H' PLANNED UNIT DEVELOPMENT - HOSPITAL ZONING DISTRICT (SOUTH MIAMI HOSPITAL); AND PROVIDING AN EFFECTIVE DATE. FIM Readin0: AN ORDINANCEADOPTINGTHE EVALUATIONANDAPPMISAL REPORT ( EAR) BASEDTEXTAMENDMENTSTOTHE SOUTH MIAMI COMPREHENSIVE PUN; THE AMENDMENTS ARE TO THE GOALS, OBJECTIVES, AND POLICIES FORTHE FOLLOWING COMPREHENSIVE PLAN ELEMENTS: FUTURE LAND USE TRANSPORTATION; HOUSING; INFRASTRUCTURE CONSERVATION; RECREATION AND OPEN SPACE; INTERGOVERNMENTAL COORDINATION; AND CAPITAL IMPROVEMENTS. For further information, please contact the City Clerk's Office at (305) 663 -6340. ALL interested parties are invited to attend and will be heard. Maria M. Menendez, CMC City Clerk Pum¢Nm RalAa SIM— M6.0105,1M oly MrebyadvbestM laubfc— ea penendxbas b appeal eiyde Pb. made by this Ba d,Ape yaC minim wlN icspe�l many menermmid ,Wrt i6 meteop m Maria, M m sM wit need a—d Nike p,ppBedlnpb, endihNlm suds puryose, e—I Pewee m"-1. insure mat eveNaem repprd N Bre Arpcea4bea b made wAKAre t hAldes oe testimony m1 nileMeupon whiff Ore appeal's. be bead.