05-08-06CITY COMMISSION AGENDA
Special City Commission Meeting
Meeting date: May 8, 2006 6130 Sunset Drive; South Miami, FL
Next Regular Meeting Date: May 16, 2006 Phone: (305') 663 -6340
Time: 7:30 PM
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:
B. Invocation:
C. Pledge of Allegiance:
ORDINANCE (S) SECOND READING PUBLIC HEARING (S)
1. AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A'FINANCING BOND AGREEMENT WITH SUNTRUST BANK,
WHICH THE CITY OF SOUTH MIAMI SHALL EXECUTE AND THE CITY
OF SOUTH MIAMI COMMUNITY REDEVELOPMENT AGENCY (SMCRA)
SHALL CO -SIGN ON THE COMMITMENT; PROVIDING A 15 YEAR BOND
SPECIAL CITY COMMISSION 1
AGENDA - MAY 8, 2006
FOR $1,465,000 WHICH FUNDING SHALL FINANCE THE PURCHASE
OF FIVE PROPERTIES WITHIN THE SMCRA'S MADISON SQUARE
ECONOMIC DEVELOPMENT PROJECT, PROVIDING FOR AN EFFECTIVE
DATE. 4/5
(City Manager)
2. Adjournment
THE CITY HAS A SIGNIFICANT GOVERNMENTAL INTEREST IN CONDUCTING
EFFICIENT AND ORDERLY COMMISSION MEETINGS. SPEAKERS PLEASE TAKE
NOTICE THAT SECTION 2-2.1(K)(2) OF THE CODE OF ORDINANCES
PROVIDES THAT "ANY PERSON MAKING PERSONAL IMPERTINENT, OR
SLANDEROUS REMARKS OR WHO SHALL BECOME BOISTEROUS` WHILE
ADDRESSING THE COMMISSION SHALL BE FORTHWITH BARRED FROM FURTHER
AUDIENCE BEFORE THE COUNCIL BY THE PRESIDING OFFICER, UNLESS
PERMISSION TO CONTINUE " BE GRANTED BY A MAJORITY VOTE OF THE
COMMISSION."
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 CONSTITUTE CONSENT BY THE CITY FOR THE INTRODUCTION OR ADMISSION OR OTHERWISE
INADMISSIBLE OR IRRELEVANT 'EVIDENCE, NOR DOES IT AUTHORIZE CHALLENGES OR APPEALS HOT OTHERWISE
ALLOWED BY LAW.
Sour South Miami
• INCORPORATED
CITY OF SOUTH MIAMI
o Z7 OFFICE OF THE CITY MANAGER
INTER - OFFICE MEMORANDUM 2001
To: The Honorable Mayor Feliu and Members of the City Commission
Via: Yvonne S. McKinley, Acting City Managgr
From: Don O'Donniley, Planning Director
Date: May 8, 2006
Subject: AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF SOUTH MIAMI, <FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A FINANCING BOND AGREEMENT WITH SUNTRUST BANK,
WHICH THE CITY OF SOUTH MIAMI SHALL EXECUTE AND THE CITY
OF SOUTH MIAMI' COMMUNITY REDEVELOPMENT AGENCY '(SMCRA)
SHALL CO -SIGN ON THE COMMITMENT; PROVIDING A 15 YEAR BOND
FOR $1,465,000 WHICH FUNDING SHALL FINANCE THE PURCHASE OF
FIVE PROPERTIES WITHIN THE SMCRA'S MADISON SQUARE
ECONOMIC DEVELOPMENT PROJECT, PROVIDING FOR AN EFFECTIVE
DATE
Request: On May 3, 2005, the Miami -Dade County Commission approved Resolution # 466 -05
amending the SMCRA Redevelopment Plan and extending the Life of the SMCRA for
15 years beyond a June 1, 2005 sunset provision. The resolution included a sunset
review if no long term financing agreement supported by tax increment financing
revenues is completed by June 1, 2007. The SMCRA's Amended Plan` contemplates a
mixed -use economic redevelopment project known as Madison Square (See Attached
Exhibits for Project Background). The SMCRA has recently entered into contract to
purchase five required parcels for the development of the project. The negotiated sale
price to purchase the five properties is $1,465,000. The SMCRA Board at its April 10,
2006 meeting authorized execution of a financing 'bond agreement with SunTrust
Bank (See Attached Exhibit) to purchase the properties. Bond repayment is based
upon 'a pledge of tax increment financing revenues. Execution of the agreement shall
.require the City Manager to execute on behalf of the City of South Miami as principal
of the bond', and the SMCRA as the co- signer of the bond documents. As sated in the
agreement, there are no prepayment penalties associated with this bond.
It should be noted the intent of the SMCRA is to receive approval from Miami -Dade
County to replace this interim bond with a long. -term financing bond guaranteed solely
by TIF revenues. The proposed long -term financing' bond is currently being
processed.
Staff recommends approval on second reading of the attached draft ordinance with a
change in the heading of Exhibit 1 ( "The Agreement ") to include the word Bond.
Backup Documentation:
Draft Ordinance
Suntrust Cover Letter and loan Agreement
Background Information - Madison Square
Land Acquisition Analysis - Madison Square
YSM/DOD /SD /JM E: \CC \SMCRA Suntrust Bond Agreement Approval.docQ
ORDINANCE NO.
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY
MANAGER TO EXECUTE A FINANCING BOND AGREEMENT WITH
SUNTRUST BANK, WHICH THE ` CITY OF SOUTH MIAMI SHALL
EXECUTE AND THE CITY OF SOUTH MIAMI COMMUNITY
REDEVELOPMENT AGENCY ( SMCRA) SHALL 'CO -SIGN ON THE
COMMITMENT; PROVIDING A 15 YEAR BOND FOR $1,465,000
WHICH FUNDING SHALL FINANCE THE PURCHASE OF FIVE
PROPERTIES WITHIN THE SMCRA'S MADISON SQUARE
ECONOMIC DEVELOPMENT PROJECT, PROVIDING FOR AN
EFFECTIVE DATE,
WHEREAS, the SMCRA is a legally separate agency from the City of South
Miami established by ordinance number 12 -97 -1633 on April 15, 1997; and,
WHEREAS, the Miami -Dade County Commission approved the SMCRA plan on
May 19, '1998 via county ordinance number 98 -79 and 98 -80; 'and,
WHEREAS, on May 3, 2005, the Miami -Dade County Commission approved
Resolution # 466 -05' amending the SMCRA Redevelopment Plan and extending the life
of the SMCRA for 15 years beyond a June 1, 2005 sunset provision. The resolution
included a sunset review if no long term financing agreement supported by tax increment
financing revenues is completed by June 1, 2007; 'and,
WHEREAS, the 2005 SMCRA's amended plan extended the life of the SMCRA
and contemplates the construction of a mixed use economic development project known
as Madison Square; and,
WHEREAS, to develop the Madison Square mixed use project, the SMCRA
needs to purchase several essential parcels:
6415 SW 60' Avenue;
6442 SW 59th Place;
6443 SW 60th, Avenue;
6429 SW 59th Place;
6443 SW 59th Place; and,
WHEREAS, during the April 10, 2006 meeting of the SMCRA, the Board
authorized the Executive Director to obtain property appraisals and to enter into
negotiations with property owners to purchase properties required for development of the
Madison Square Project; and,
WHEREAS, the SMCRA staff obtained property appraisals for the properties to
support the purchase of the property required for the development of Madison Square;
and,
WHEREAS, the purchase price for these parcels is $1,465,000; and,
WHEREAS, the SMCRA sought several bids for financing; .and,
WHEREAS, in the effort to identify a funding mechanism for the purchase, staff
has obtained an acceptable bond proposal from the SunTrust Bank and,
WHEREAS, SunTrust Bank's proposal is the most cost efficient and expedient
loan; and,
WHEREAS, execution of a bond agreement would be based upon the SMCRA
reimbursing the loan through the use of future TIF revenues; and.
WHEREAS, obtaining .county approval for long term financing and 15 year
existence shall require four months, and as the properties to be purchased may be lost at
foreclosure auction, the SMCRA requires the assistance of the City of South Miami, by
having the city act as principal for the bond and the SMCRA as co- signer; and,
WHEREAS, the SMCRA Board at its April 10, 2006 meeting approved a
resolution authorizing the Executive Director to execute a bond agreement with SunTrust'
Bank to purchase five properties required for the development of the Madison Square
Project; and,
WHEREAS, execution of a bond agreement will require the City Manager to
execute a bond agreement on behalf of the City of South Miami as principal of the bond,
and the SMCRA as the co'- signer of the bond documents.
NOW,: THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, THAT:
Section 1: The above. whereas clauses are incorporated by reference into this
ordinance.
Section 2: The City Manager is hereby authorized to execute bond agreement
with SunTrust Bank as the principal, and the City Manager, as Executive Director of the
SMCRA, shall co -sign the bond on behalf of the SMCRA. A copy of the bond agreement
in substantially final form is attached and incorporated by reference as Exhibit 1.
Section 3: Based upon the uncertainty of the interest rate environment if sale of
the Note is delayed and the immediate need to purchase the property, the City hereby
determines the necessity for a negotiated sale of the Note. Prior to the final award of the
Note to the Bank, the City will require that it be provided all applicable disclosure
information required by Section 218.385, Florida Statutes. The negotiated sale of the
Note to SunTrust Bank is hereby approved at a purchase price of par.
Section 4: This ordinance shall be effective immediately upon the adoption
hereof.
PASSED AND ADOPTED this day of May, 2006.
ATTEST: APPROVED':
CITY CLERK MAYOR
Ist'Reading COMMISSION VOTE:
2nd Reading Mayor Feliu:
Vice Mayor Wiscombe;
READ AND APPROVED AS TO FORM: Commissioner Birts:
Commissioner Palmer
Commissioner Beckman:
CITY ATTORNEY
ADORNO & YOSS
A LIMITED LIABILITY PARTNERSHIP
2525 PONCE DE LEON BOULEVARD, SUITE 400
MIAMI, FLORIDA 33134-5012
PHONE: (305) 460-1000, FAX: (305) 450 -1422
WWW.ADORNO.COM
JEFFREY D. DECARLO - DIRECT LINE: (30.5) 460-1276
EMAIL: IDC @ADORNO. COM
May 3, 2006'
Eve Boutsis, Esq.
Nagin Gallop Figueredo, P.A.
18001 Old Cutler Road
Suite 556
Palmetto Bay, FL 33157
Re: $1,465,000 City of South Miami, Florida Community
Redevelopment Bond, Series 2006 / Loan 'from SunTrust
Dear Eve:
You have asked for my opinion, as bond counsel to SunTrust Bank in connection
with the above - captioned Bond, whether Article IV, Section 4(D) of the Charter of the
City of South Miami (the "City ") prohibits the City from obtaining a loan with a term in
excess of five (5) years to acquire property for community redevelopment.
The Charter section referred to above states:
"No contract involving the payment of money out of the appropriations of
more than one year shall be made for period of more than five years, nor
shall any such contract be valid unless made or approved by ordinance.
The Commission shall provide budget and appropriate funds in each
succeeding budget for contracts extending more ` than one year. This
section shall not restrict the term of General Obligation or Revenue
Bonds."
In order for the City (or any governmental entity in Florida) to borrow money in
any manner, it must comply with Florida laws governing the issuance of bonds. This
includes borrowing money from a bank. Although borrowing from a bank is often
referred to as a "loan ", it is no different, from a legal perspective, from selling bonds in
the public markets to multiple investors; all such bond investors are, in effect, "loaning"
money to the City. The difference with a bank loan is that there is only one bondholder,
namely the bank.
In this instance, where the City is entering into a !loan with SunTrust Bank (the
"Bank "), the borrowing will be evidenced by a Bond, which specifies the repayment
(M1496907_I
CALIFORNIA FLORIDA GEORGIA ILLINOIS 'MASSACHUSETTS NEW JERSEY NEW YORK 'TEXAS WASHINGTON, D.C.
Eva'Boutsis, Esq.
Nagin Gallo Figueredo, P.A.
'. May 3, 2006
Page 2
terms (akin to a promissory note), and by a loan agreement, which sets forth more details
regarding the relationship between the Bank, as lender, and the City, as borrower.
Municipal borrowing by the City is governed by, among other things, . Chapter
166, Part II Florida Statutes. Section 166.101(1) defines the term "bond" as follows:
"The term "bond" includes bonds, debentures, notes, certificates of indebtedness,
mortgage certificates, or other obligations or evidences of indebtedness of any type or
character." Section 166.111 states that the "governing body of any municipality' may
borrow money, contract loans and issue bonds as defined in §166.101... for the purposes
permitted by the State Constitution...
As is evident, Florida law uses the words "bonds ", "notes ", "obligations" and
evidences of indebtedness", as well as borrow money and contract loans",
interchangeably. Thus, no matter what one calls it, borrowing money or obtaining a loan
is the same as issuing bonds, and the same laws govern.
Therefore, it is my opinion that Article IV, Section 4(D) of the ;City Charter does
not restrict the term of the Community Redevelopment Bonds (also referred to as the loan
from SunTrust Bank) to five years because the obligation constitutes a "Revenue Bond"
under that section of the Charter. This conclusion also applies to last year's loans from
the Bank for the purchases of the Van Smith property and the YMCA property.
Very truly yours,
ADO YO , LnLP
Jef y DeCarlo
JDC /gr
(M1496907_1)
CALIFORNIA FLORIDA GEORGIA ILLINOIS MASSACHUSE"fT5 NEW JERSEY NEW YORK TEXAS .WASHINGTON, D.C.
EXHIBIT 1
LOAN AGREEMENT (BOND AGREEMENT)
This LOAN AGREEMENT (BOND 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 Bond (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 bond financing through a pledge 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
1
IM1490904_21
with SunTrust Bank to purchase five properties required for the development of the Madison
Square Project;
WHEREAS, the City Commission did, on May 9, 2006, adopt an Ordinance (the "Bond
Ordinance ") authorizing a bond' 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
bonds, which will be guaranteed by the SMCRA effective upon receipt of 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 Bond (the "Bond ") to the Bank in the principal amount
of the Loan, which Bond will be guaranteed hereunder by the SMCRA effective upon receipt of
the County Approval; and
WHEREAS, the Bond shall be issued pursuant to the terms and provisions of the Bond
Ordinance and this Agreement; and
WHEREAS, the execution' and delivery of this Agreement have been duly authorized by
the Bond 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 'Bond 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 li 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 Bond 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.
2
f M1490904_2}
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"Business Day" means any day which , is not a Saturday, Sunday or legal` holiday in
Miami, Florida.
"City Manager" means the City Manager of the City.
"Clerk" means the Clerk or any Deputy Clerk of the City.
"Code" means the Internal Revenue Code of 1986, as amended, including the applicable
regulations of the Department of the Treasury (including applicable final regulations, temporary
regulations and proposed regulations), the applicable rulings of the Internal Revenue Service
(including published Revenue Rulings and private letter rulings) and applicable court decisions.
"Dated Date" means the date of issuance of the Bond.
"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 Bond from
time to time, initially the Bank.
"Loan" means the outstanding principal amount of the Bond issued hereunder.
"Loan Documents" means this Agreement, the Bond, the Bond 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.
3
{M1490904 2 },
"Bond" means.the City's Community Redevelopment Bond, Series 2006, authorized to be
issued hereunder in an aggregate principal amount $1,465,000.
"Bond 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 Bond
in the manner contemplated hereby, and to perform and observe all the terms and conditions of
the Bond and this Agreement on its part to be performed and observed. The City may lawfully
issue the Bond 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 Bond Ordinance and to execute and deliver
this Agreement, to issue, sell, and deliver the Bond 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 Bond Ordinance, has duly authorized- the
4
{M149090421
borrowing of the amount provided for in this Agreement, the execution and delivery of this
Agreement, and the making and delivery of the Bond to the Bank, and to that end the City
warrants that it will take all action and will do all things which it is authorized by law to take and
to do in order to fulfill all covenants on its part to be performed and to provide for and to assure
payment of the Bond. The City ' has duly adopted the Bond Ordinance and authorized' the
execution, delivery, and performance of the Bond and the Agreement and the taking of any and
all other such action as may required on the part of the City to carry out, give effect to and
consummate the transactions contemplated by the Loan Documents. The Bond 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 Bond
Ordinance, and is entitled to the benefits and security of the Bond 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 Bond 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 Bond 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 parry 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
5
IM1490904 2}
and deliver the Loan Documents, to secure the Bond in the manner contemplated hereby, and to
perform and observe all the terms and conditions of the Bond and this Agreement on its part to
be performed and observed. Subject to Section 3.6 hereof, the SMCRA may lawfully guarantee
the Bond 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 Bond 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 Bond 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 a: nd to do in order to fulfill all covenants on its part to be performed and to provide'
for and to assure payment of the Bond. The SMCRA has duly adopted the SMCRA Loan
Resolution and authorized the execution, delivery, and performance of the Agreement and the
guarantee of the Bond 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 Bond 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 Bond or
the execution a' nd 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
Bond 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.
6
IM1490904_21
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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
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 Bond are subject to the County Approval,
and that notwithstanding the execution of this Agreement and the Bond 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 Bond 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 Bond
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 Bond, 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
7
IM1490904_21
written notice, a detailed statement by a responsible officer of the City of all relevant facts and
the action being taken or proposed to be taken by the City with respect thereto.
(c) Records. The City agrees that any and all records of the City shall be
open to inspection by the Bank or its representatives at all reasonable times at the offices of the
City.
(d) Maintain Existence. The City shall do all things lawfully within its
power to maintain its existence as a municipal corporation of the.State, and shall not voluntarily
dissolve.
(e) Notice of Liabilities. The City shall promptly inform the Bank of any
actual or potential contingent liabilities or pending or threatened litigation of any amount that
could reasonably be expected to have a material and adverse effect upon the financial condition
of the City.
(f) Insurance. The City shall maintain such liability, casualty and other
insurance as is reasonable and prudent for similarly situated municipal corporations of the State
and shall upon the request of the Bank, provide evidence of such coverage to the Bank:
(g) Comply with Laws. The City is in compliance with and shall comply
with all applicable federal, state and local laws and regulatory requirements.
(h) Taxes. In the event the Bond, 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 Bond 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 Bond.
Section 4.3 Registration and Exchange of Bonds; Persons Treated as Owners. So
long as the Bond shall remain unpaid, the City will keep books for the registration and transfer of
the 'Bond. The Bond shall be transferable only upon such registration books. The City, will
transfer the registration of a Bond upon written request of the Bank specifying the name, address
and taxpayer identification number of the transferee.
The Person in whose name the Bond shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of principal and interest on the Bond
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 Bond to the extent of the sum or sums
so paid.
{M1490904' 2 };
Section 44 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 Bond 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 Bond is secured solely as provided in
Section 4.5 hereof, and nothing in the Bond or in the Bond 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 Bond 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
Bond 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 Bond 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 None. -Ad
Valorem Revenues, nor does it give the Bond 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 inhabit: ants of the City or which are legally mandated by applicable law.
9
{M1490904_2}
Section 4.6 Prepayment. The City ';shall be entitled to prepay the Bond prior to
maturity in whole or in part at any time at a price of par plus accrued interest to the date of
prepayment, upon written notice to the Holder given by the City at least five (5) days prior to the
date fixed for prepayment.
Section 4.7 Business Days. In any case where the due date of interest on or principal
of the Bond 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 Bond
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 Bond 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 I 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 Bond on the part of the City.
Section 4.9 Bond Mutilated, Destroyed, Stolen or Lost. In case the Bond shall
become mutilated, or be destroyed, stolen or lost, the City shall issue and deliver a new Bond of
like tenor as the Bond so mutilated, destroyed, stolen or lost,' in exchange and in substitution for
such mutilated Bond, or in lieu of and in substitution for the Bond 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 Bond so
surrendered shall be canceled.
Section 4.10 Section 265 Designation of Bond. 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 Bond as a "qualified tax - exempt obligation" for
purposes of Section 265(b)(3)(13)(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 Bond 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 Bond to be and remain excluded from
10
(M1490904-21
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the .gross income of the Holder for federal income tax purposes, and that to the best of its
knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the best
of its ability and within its control, it shall not make or take, or permit to be made or taken on its
behalf, any action which, if made or taken, would adversely affect such exclusion under the
provisions of the Code:
The City acknowledges that the continued exclusion of interest on the Bond 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 Bond 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
Bond 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 Bond, 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 Bond.
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 Bond 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;
(M1490904 2}
(b) It will not use, invest, direct or permit the investment of the proceeds of
the Bond or any investment earnings thereon in a manner that will result in such Bond 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 Bond (including any amounts used to pay costs' associated with issuing such
Bond), 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
Bond, 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 Bond (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 Bond 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 Bond 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 Bond 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.
iz -
fM1490904_2}
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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 Bond 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
Bond 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 Bond, 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 (1'0) 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 Bond, this Agreement or any other Loan
Document should be subject to the excise tax on documents or the intangible personal property
13
{M1490904_2}
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 Bond 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 Bond is secured solely as provided in Section 5.3 hereof, and nothing in the Bond or in the
Bond 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 Bond 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 Bond 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 Bond 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 Bond 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 I 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 l 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
(M1490904-21
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 Bond 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 Bond 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 Bond 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 Bond 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 Bond 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 Bond 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 i,these
requirements. The SMCRA hereby agrees and covenants that it shall not permit at any time or
times any of the proceeds of the Bond 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 Bond to be an arbitrage bond for purposes of Sections 103(b)(2)1' and
is
{M1490904_2}
"I"
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 14'8(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 Bond, 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 Bond.
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 I of ;
the Code so long as such requirements are applicable.
Section,5.7 Additional Tax Covenants of the SMCRA. For. so Tong as the Bond
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 Bond or any investment earnings thereon in a manner that will result in such Bond 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 Bond (including any amounts used to pay costs associated with issuing such
Bond), 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
Bond, 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_2}
(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 Bond (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 Bond 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 Bond 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 Bond 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
{M1490904_2}
(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 Bond by the
Bank):
(i) The opinion of the City Attorney regarding the due authorization,
execution, delivery, validity and enforceability of this Agreement and the Bond, the
City's and the SMCRA's power to incur the debt evidenced by the Bond 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 Bond is excluded from gross income for federal income tax purposes, (B) the Bond is
not an item of tax preference under Section 57 of the Code, (C) the Bond is a qualified
tax- exempt obligation under Section 265(b)(3) of the Code and (D) the Bond and the
income thereon is exempt from the State excise tax on documents and intangible personal
property tax; and
(iii) Such additional supporting documents as the Bank may reasonably
request.
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 Bond, to provide funds to finance the Project
and to pay closing costs upon the terms and conditions set forth in the Bond 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 Bond. To evidence the Loan,
the City shall issue and deliver to the Bank, and the SMCRA shall guarantee, the Bond in the
form attached hereto as Exhibit "A
ARTICLE VIII
CREATION AND USE OF FUNDS AND ACCOUNTS
Section 8.1 Bond Fund. There is hereby created a fund, entitled "City of South
Miami, Florida, Community Redevelopment Bond, Series 2006 Bond Fund" (the "Bond Fund ").
There shall be deposited into the Bond Fund on each Bond 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_2}
hereof which, together with the amounts already on deposit therein, will enable the City to pay
the principal of and interest on the Bond on each Bond Payment Date. Moneys in the Bond Fund
shall be applied on each Bond Payment Date to the payment of principal of and interest on the
Bond 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 Bond, 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 Bond (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 taxi of interest
on the Bond and/or (ii) compliance with some other' requirement is necessary to maintain' the
federal income tax exemption' of interest on the Bond.
19
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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 Bond, which are secured by or payable from general or specific None -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 Bond 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
(M1490904_2}
(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 Bond,
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 Bond 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 Bond 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
Bond, the Bank may, in addition to any other remedies set forth in this Agreement or the Bond,
either at law or in equity, by suit, action, mandamus or other proceeding in any court of
21
IM1490904_2}
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 Bond 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 Bond 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
{M1490904_2}
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 Brickelll Avenue, 4th Floor
Miami, Florida 33`131
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
Bond, or the Bond Ordinance (including any appeal(s)), the prevailing party shall be 'entitled to
recover costs and attorneys' fees from the other party.
23
{M1490904 21
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 BOND OR THE BOND 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
{M1490904 2}
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective
between them as of the date of first set forth above.
CITY OF SOUTH MIAMI, FLORIDA
By:
Title: City Manager
CITY OF SOUTH MIAMI COMMUNITY
REDEVELOPMENT AGENCY
By:
Title: Executive Director
SUNTRUST BANK
By:
Title: Vice President
25
(M1490904_2}
P e, t.y a; .is'
EXHIBIT A
May _, 2006
$1,465,000
CITY OF SOUTH MIAMI, FLORIDA
COMMUNITY REDEVELOPMENT BOND, 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 Bond are payable in lawful money of the United States of
America at such place as the Bank may design' ate to the City.
For purposes of this Bond, 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 e: xceed the cost of Fed Funds.`
(3) "Fully Taxable Equivalent" means the rate of interest on the Bond
1
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% o. If this Bond 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 ftom twenty percent (20 %) to one hundred percent (100% 0).
(6) "TEFRA Adjustment" mean s 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
IM1490904_21
If for any reason the interest on this Bond becomes includable in the gross income of the
holder of this Bond for Federal income tax purposes (an "Event of Taxability ") this Bond 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 Bond 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 Bond 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 Bond 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 Bond 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 Bond 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 Bond 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 Bond.
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 Bond shall be due and payable on February 1, May 1, August 1 and
November l of each year (each, a "Bond 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 Bond shall be due and payable on each Bond 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 Bond 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 Bond 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
(M1490904_2)
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 Bond 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 Bond is issued pursuant to an Ordinance duly adopted by the City on May 9, 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 alI
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 Bond. 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 Bond 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 Bond 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
f M1490904_2}
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 Bond, the custody and application of the proceeds
of the Bond, the rights and remedies of the Holder of the Bond, 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 Bond.
THIS BOND 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 BOND 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 BOND 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 Bond that neither the members
of the Governing Body of the City nor any person executing the Bond shall be liable' personally
on the Bond by reason of its issuance.
This Bond 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 Bond do exist, have. happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Bond' 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 Bond to be
executed in its name by the manual signature of its City Manager, and attested by the manual
A -4
{M1490904 2}
,<. ... ,. S. ,.. .. „ t5. ,.,- s'.`" -"'�i °' ,,:v., r _:,. ., „, ;,,,th . a. f"" ?' i,° T{, wg' u` r.°. 2`iraj�Mt - 't'"''Ta€i""x- N'P,`,.' xs3: a' a'?� .v, __•,r,,,
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 Bond, 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
fM1490904 2}
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond in the
books kept by : the City for the registration thereof, with , full power of substitution in ` the
premises.
Date:
NOTICE: The signature of this
SOCIAL SECURITY NUMBER OR assignment must _ correspond with the
FEDERAL IDENTIFICATION name as it appears upon the within Bond
NUMBER OF ASSIGNEE in every particulate, or any change
whatever.
[Form of Abbreviations]
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to the applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT as tenants by the entireties,
JT TEN as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANS MIN ACT Custodian for (Cust.) (Minor) under
Uniform Transfers to Minors Act of (State).
Additional abbreviations may also be used
though not in the above list.
Name and address of assignee for payment and notice purposes
Notice: Payment:
Date:
Assignee:
By:
Title:
A -6
{M14909042)
I,
EXHIBIT 2
Madison Square - Background
One of the goals identified in the SMCRA's Amended Plan is the development of the
Madison Square Project. The vision for Madison Square is nearly complete and
includes a proposed mixed -use development intended to create an anchor for the north
end of Church Street and a stimulus for further revitalization efforts in the area.
Dating back to 1994, Madison Square was identified for future redevelopment in the
South Miami Hometown Area 2 Community Charrette Plan (See Exhibit 1A). The
Hometown 2 Plan goes on to describe the benefits of developing Madison Square as:
• Boosting the neighborhood's self image;
• Fostering investor confidence in a blighted area;
• Creating Jobs;
• Fostering Small Business;
• Improving the tax base;
• Reducing security concerns;
In December 2001, the SMCRA sponsored a multi - family public workshop and
housing study which identified Madison Square as an incredible opportunity to create
a mixed -use anchor for Church Street which would contain both commercial and
residential uses (See Exhibit 1B),
In 2002 Ball State University Architectural Department volunteered to study the
Madison Square development concept. The outcome of the Ball State study is a color
rendering of Madison Square as a mixed -use development (See Exhibit 1Q.
In 2004 South Miami's Community Action Agency sought the services of the Miami-
Dade Office of Community and Economic Development to design Madison Square
based on input from the community. The resulting design contains a three -story
structure containing second and third story residential uses to support ground floor
commercial and office uses (See Exhibit 1D).
..A
EXHIBIT 2A
"HOMETOWN THE
PLAN
�AREA 2
11'
Detailing Additional Neighborhoods in
SOUTH MIAMI, FLORIDA
Dover, Kohl & Partners, Urban Design
with
Judson & Partners
Holland & Knight
Peter M. Fernandez, PE
November Hl , 1994
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This report was funded by the City of South Miarni Community Redevelopment Agency.
Special thanks to :
South Miami Community Redevelopment Agency
Julio Robaina, Chair and Mayor of the City of South Miami
Horace G. Foliu, Vice Chairman
David D. Bethel, Commissioner
James Bowman, Commissioner
Charette Plummer, Past Commissioner
Marie Birts-Cooper, Commissioner
Mary Scott Russell, Commissioner
Randy G. Wiscombe, Commissioner
South Miami CRAAdvisory Board
Lee Perry, Chairman
Rita Llado, Vice-Chair
Charles J. Foschini
Marshall Hannah
Williarn David Tucker, Sr,
Charles Scurr, Executive Director
Greg Oravec, SMCRA Director
Richard Lorber, Director of Planning and Zoning
James McCants, Community Outreach Coordinator
Jon Dellagloria, SMCRA Legal Counsel
South Miami residents and workshop participants
Mark BLIchbinder
Irene Socada
DorniniqueAstree
WillielLitmon
James Harris
Armoando Cazo
Claire Raley
Worrell C. Troup
Dan McCrea
Alberto Milo Jr,
Manuela Janak
HectorCupo
Greg Feldman
Sam Callaway
Charrette Plummer
Michael Getz
Lucile Rambo
Carlos Toledo
James Mack
Victor Dover
RufusJones
Michael Christie
Bessie Jones
Joan Tyler
Captain Buckman
Alice Harris
Tony White
Subrata Basu
Barbara Bivens
Daisy Harrell
Charles B. Cliniskle
VVillieGarrett
David Stukesky
Babble Murnford
Beatrice Phillips
Rev. David Walker
Dorolyn Dean
Marisol Tarnamison
Adrian Ellis
Juanita Simmons
JoAnne Stuky
Pinky Sands
Jean L. Scott
Sheryl Larkin
Otis Griffin
Madison Square West
S I In, Rref'LL "W Til �
W 64.1 S S 60 AVON and SVV 501, Place
Recommendations
Madison Square West is an important site be-
cause of its large size and location on the main,
neighborhood street. Planned improvements to
Church Street will holp onhanco this site once it
is redeveloped.
Therefore, this site has the potential to invigo.
rate the neighborhood in Conjunction with all the
other planned improvements. Madison Square
West represents and incredible opportunity to
create an anchor for this end of Church Street
when combined with redevelopment efforts on
Hardee Courts and Madison Squarc East, de
scribed on page 52. All recommendations in
this report Support Church Street as a prorni-
nent 8VOrMs by introducing retail & multi-story
buildings that can rejuvenate the street.
The strategy for Madison Square West includes
twelve townhouses and eight apartments each
with parking spaces. In addition, the site will
have four units of retail fronting Church Street.
The townhouse are all three bedrooms two and
half baths ranging in size from 1250 to 1350
square feet. The apartments are all three bed-
room two baths at 1100 square feet, This con-
figuration will establish Church Street as a mid
to high density street with affordable, attractive
housing and supporting retail.
At A
Madison Square East
SW 64"' Streat'arrd SW ' Mace
Recommendations
Strategies for improving this site are similar to those
for the Madison Square West site including;
townhouses and retail fronting Church Street, The
two sites should use similar redevelopment treat-
ments to establish a more prominent and consis-
tent product. Because of Madison Square East's
smaller size, it will accommodate fewer housing
units, but will function as part of the larger devel-
opment across the street.
Therefore, the recommendations includes five 900
square foot apartments and seven 1200 square foot
apartments each with two parking spaces. There
is also space for three units of retail with sufficient
parking. The buildings will be between two and
three stories high to snatch the developments
across the street and create texture and diversity
in the building facades.
Page 54
EXHIBIT 2C
BALL STATE UNIVERSITY - 2002
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EXHIBIT 2D
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EXHIBIT 3
LAND ACQUISITION - MADISON SQUARE
There are a total of twenty properties that comprise Madison Square East and
West proposed development sites. The approximate square footage of Madison
Square East is 22,750 sq. ft. and the approximate square footage of Madison
Square West is 54,355 sq. ft.
On April 11, 2005, the Board authorized the Executive Director to obtain
appraisals and negotiate the purchase of properties required to develop the
Madison Square Project. Of the twenty properties comprising the site, the SMCRA
currently owns five properties and is under contract to purchase an additional five
properties (See Exhibit 3A and 3B). Purchase offers have also been made on
additional properties. The SMCRA is now the majority landholder on the proposed
project site.
Based on the five properties currently under contract, the percentage increase of
the negotiated sale price versus the appraised property value is 26.2 %. Based on
this percentage increase, the projected total cost to complete acquisition of
Madison Square East and West would be $2,640,048 (See Exhibit 3C). This
amount includes the negotiated price to purchase the five properties currently
under contract.
EXHIBITS 3A, 3B
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EXHIBIT 3C
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(1)
6411 SW 59th Place - 09- 4025 - 010 -0290 (Franklin
Sub PB 5 -34 North 1/2 of Lot 28, Blk 5)
2750
NR
$8,000
Vacant Land
(2)
6415 SW 59th Place 09- 4025 -010 -0300 (Franklin
Sub PB 5- 34South 1/2 of Lot 28, Blk 5)
2750
NR
$38,500
Vacant Land
(3)
*6433 SW 59th Place (Miller Appraisal) 09-
4025 - 010 -0320 (Franklin Sub PB 5 -34 Lot 30, Blk
5)
5500
NR
$450,000
Vacant Land
(4)
*6429 SW 59th Place 09- 4025 - 010 -0310
(Franklin Sub PB 5 -34 Lot 29 BLK 5) 09-
4025 -010 -0320 Franklin Sub PB 5 -34 Lot 30 BLK
4025-010-0320 ( Franklin
5)
5500
NR
See Combined
Purchase Price
Listed Above For
3 and 4
Improved
Property
(5)
*6415 SW 60th Avenue 09- 4025- 010 -0030
(Franklin Sub PB 5 -34 Lot 2 Less W2.5 Ft BLK 1)
5875
NR
$285,000
Improved
Property
(6)
*6443 SW 60th Avenue (Appraisal Group) 09-
4025- 010 -0050 (Franklin Sub PB 5 -34 Lot 4 Less
W2.5 Ft For R/W BLK 1)
5875
RM -24
$730,000
Improved
Property
1(7)
*6442 SW 59th Place 094025 -010 -0180 (Franklin
Sub PB 5 -34 Lot 17 Less E27.5 Ft. BLK 3
4625
NR
See Combined
Purchase Price Listed
Above For Properties
6 and 7
Improved
Property
(8)
6420 SW 59th Place (Miller Appraisal) 09-
4025- 010 -0160 (Franklin Sub PB 5 -34 South 1/2
Lot 15 Less RIW BLK 3)
2203
NR
$30,800
Vacant Land
(9)
SW 59th Place Between 64th Street and 66th
Street 09 -4025- 010 - 0181 (Franklin Sub PB 5 -34
Parc 20 -19 AKA E'27.5 Ft. of Lot 17 BLK 3)
1375
NR
$19,000
Vacant Land
(10)
SW 59th Place Between 64th Street and 66th
Street 09- 4025 - 010 -0191 (Franklin Sub PB 5 -34
1 Parc 20 -19 AKA E 27.5 Ft. of Lot 18 BLK 3)
1375
NR
$19,000
Vacant Land
West Side of 59th Place 09- 4025 - 010 -0170
(Franklin Sub PB 5 -34 Lo 16 Less R/W BLK 3)
(11)
(100' South of SW 64th Street)
4628
NR
$64,800
Vacant Land
6457 SW 60th Avenue 09 -4025 -010 -0060 (Franklin
Improved
(12)
Sub PB 5 -34 Lot 5 Less W 2.5 Ft. BLK 1)
5875
RS -4
$200,000
Property
6429 SW 60th Avenue 09- 4025 - 010 -0040 (Franklin
Improved
(13)
Sub PB 5 -34 Lot 3 Less 2.5 Ft. for R/W BLK 1)
5875
NR
$320,000
Property
6412 SW 59th Place - (Franklin
Sub PB 5 -34 N 1/2 of Lot& Port of Lot 14 Desc
Beg 35 FTE & 20 FTs of NW Cor of Lot 14 TH E
15.6 FT. Sely AD 42.44 FT. W 42.93 Ft N30 FT. To
Improved
(14)
POB BLK 3)
3143
NR
$135,000
Property
6450 SW 59th Place 09 -4025- 010 -0190 (Franklin
Improved
(15)
Sub PB 5 -34 Lot 18 Less E27.50 Ft BLK 3)
4625
NR
$96,000
Property
* Properties under contract to be purchased by the SMCRA.
h_,.
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 sheds the
SUPERVISOR, 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 MAY 2, 2006
in the XXXX Court,
was published in said newspaper in the issues of
04/21/2006
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 tYys adverti ent for publication in the said
newspaper _
Sworn to and subscribed before me this
21 A.D. -'2Q06
(SEAL) Maria I. Mess
O.V. FERBEYRE personally kno* 241. My Commission DD293855
a IV Expires March 04, 2008
sion rr
in the
If you h,
and Zoi
ALL inte
conduct a Pubiic Hearing at its City Commis-
0 uled for Tuesday, May 2, 2006 beginning at T30 p: m.
fission Chambers, 6130 Sunset Drive, to consider the
ICE OF THE MAYOR AND CITY COMMISSION
r OF SOUTH MIAMI FLORIDA, AUTHORIZING
ANAGER -TO: EXECUTE A FINANCE <' AGREE
SUNTRUSE''BANK-L WHICH�'-THE- CITY' OF -
11 SHALL CO -SIGN FOR THE CITY OF SOUTH
.... i,.. ,., .: nr 1-1 AP ftR= &1T _ =- -'AN_CK1^VIC
spected in the City. Clerk's Office, Monday:- Friday
ours. F
7.
es on the above items please contact the Planning
rated parties are invited ti
ndez, CMC
srk' .
advises the
tads by this
onsidered at'
` record
ill is to be
ami-Dd: 305-350-222
Car Trouble? MlBrowarde954- 524 -25352
Your new ride is p hr ?iiinnli$crnil
waiting tor you in -`
MiamiHeraldramlcUSSilietls
Do You Experience Heavy Menstrual Bleeding On 2 To 5 Days Of Your
Regular Menstrual Period?
Does Heavy Menstrual Bleeding Keep You From Your Normal Social
And Work Activities?
If you answered yes to these questions, you may qualify for a research
study of an investigational drug for heavy menstrual bleeding. This '..
investigational drug is not a hormone.
You must:
Bea generally healthy woman between the ages of 18 and 49
Have regular menstrual cycles with heavy bleeding
Not have any other bleeding disorder
If you qualify you will receive study drug and study related procedures
including physical exams, electrocardiograms, eye exams and laboratory
tests at no cost.
You will also receive compensation for your time and travel.
For more information, please call:
305- 596 -9901
Janet Gersten, M.D.
w ^a. New Age Medical Research Corp.
8900 SW 117'" Avenue
.:w Suite 207 -8
_ Miami, FL 33186
COURTESY NOTICE
CITY OF SOUTH MIAMI, FLORIDA
On Tuesday, May 2, 2006, beginning at 7:30 p.m., in the
City Commission Chambers, 6130 Sunset Drive, the City
Commission will hold a Public Hearing to consider the
following item:
AN ORDINANCE AUTHORIZING THE CITY
MANAGER TO EXECUTE A FINANCE
AGREEMENT WITH SUNTRUST BANK,
WHICH THE CITY OF SOUTH MIAMI
SHALL CO -SIGN FOR THE CITY OF SOUTH
MIAMI COMMUNITY REDEVELOPMENT
AGENCY'S ( SMCRA); PROVIDING A
15 -YEAR LOAN FOR $1,465,000
WHICH FUNDING SHALL FINANCE THE
PURCHASE OF FIVE PARCELS WITHIN
THE SMCRA MADISON SQUARE
ECONOMIC DEVELOPMENT PROJECT.
Inquiries concerning this item should be directed to the Planning and
Zoning office at: 305- 663 -6326
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 it a person decides to
appeal any decision made by this Board, Agency or Commission with respect fo any matter
considered at its meeting or hearing, he or she will need a record at the praceedings, and That tar
such purpose, affected person may need to ensure that a verbatim retard of the proceedings is
made which recortl inclutles the iechmany and evidence upon which the appeal is to be based.
April
ARLINE AND THE RAMBLERS
Boot- scootin'Country favorites
will set your feet a tappin'!
- THE FALLS
U.S. I AND SX 136TH STREET
305 - 255 -4570
Sponsored by
_O
SOUTH DADE
SATURDAY, APRIL 29, 2006, 8:30 a.m. to 4:00 p.m.
Rain or shine at the following locations:
North Dade Landfill Permanent Home Chemical Permanent Home Chemical Homestead Solid Waste
21500 N.W 47 Ave Collection Center Collection Center , Division of Public Works
8831 N.W. 58 Street 23707 S.W. 97 Ave 548 S.E. 6 Ave
9:00 a.m. to 5:00 p.m. Gate B Homestead, FL
South Dade Landfill
9:00 a.m. to 5:00 p.m.
Improper disposal of oil -based paints, mineral spirits, pool chemicals, pesticides, herbicides and other home
chemicals can pollute our sensitive South Florida environment. Bring them to our special Home Chemical
Collection event. We'll dispose of or recycle up to 50 pounds of home chemicals for you, safely and free of
charge, K you are a non - commercial resident of Miami -Dade County.
Keep the products in their original containers and label them.
Make sure the lids are on tight. If the containers are leaking, pack them in a larger container along with an
absorbent material such as newspaper.
Place all containers in sturdy boxes and keep them away from passengers.
We do not accept explosives, radioactive or infectious wastes.
Latex paints can be disposed of with your regular garbage as long as the paint Is s
completely dried -out. To speed up the drying process, add an absorbent such
as sand, kitty litter or crumbled newspaper, that completely absorbs all �•^ -'F� .p
liquids.
We accept used electronics such as computer monitors, televisions, personal r r +
computers, keyboards, hard drives, printers, VCRs, audio and video equipment
cellular phones and hand -held radios. These items will be recycled.
.home, 1
- 't�e�1•vrgJt 4err�ru¢c cr•mr D ��...
map
For more information on home chemical management, contact the
Department's Customer Service Unit at 305 - 594.1500 or visit our web site at
www miamida d e. go v/da wrn
25
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