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<br />- <br /> <br />. <br /> <br />TAX CERTIFICATE <br /> <br />. <br /> <br />The undersigned is the Mayor of the City of Sunny Isles Beach, Florida (the "City"), and <br />hereby certifies the following with respect to the City's $15,000,000 Capital Improvement <br />Revenue Bonds, Series 2010 (the "Bonds") being issued on the date hereof. The undersigned is <br />the official charged with others with responsibility for issuing the Bonds. <br /> <br />1. General <br /> <br />. <br /> <br />. <br /> <br />(a) The Bonds are being issued pursuant to Ordinance No. 2010-343 and <br />Resolution No. 2010-1538, each adopted by the City Commission on March 18, 2010 <br />(collectively the "Bond Ordinance"), and other applicable provisions of law. Capitalized terms <br />used herein but not otherwise specifically defined have the same meanings as when used in the <br />Bond Ordinance and the Loan Agreement, dated as of March 24, 2010 (the "Loan Agreement"), <br />between the City and SunTrust Bank. <br /> <br />. <br /> <br />(b) This certification is made, in part, under 26 CFR Sec. 1. 148-2(b )(2) <br />relating to "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as <br />amended (the "Code"). Terms used herein which are not capitalized or specifically defined have <br />the same meanings as when used in 26 CFR Secs. 1.148-1 - 1.148-11. The undersigned has <br />investigated the facts, estimates, and circumstances in existence on the date hereof. Such facts <br />estimates, and circumstances, together with the expectations of the City as to future events, are <br />set forth in summary form in this certificate. On the basis of such facts, estimates, and <br />circumstances, it is not expected that the proceeds of the Bonds will be used in any manner that <br />would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and regulations. <br />To the best of my knowledge and belief, such expectations are reasonable and there are no facts, <br />estimates, or circumstances that would materially change them. <br /> <br />. <br /> <br />. <br /> <br />(c) The Bonds are being issued for the purpose of financing a portion of the <br />costs of development of City property for City parks, and financing architectural, engineering, <br />environmental, legal and other planning costs related thereto (the "Project"), and paying costs of <br />issuance of the Bonds. <br /> <br />2. Source and Use of Proceeds <br /> <br />o <br /> <br />(a) The proceeds received from the sale of the Bonds will be $15,000,000 (the <br />"Sale Proceeds") representing $15,000,000 principal amount plus accrued interest of $0. <br /> <br />. <br /> <br />(b) $15,000 of the Sale Proceeds will be used within six months of the date <br />hereof to pay costs of issuing the Bonds. <br /> <br />. <br /> <br />(c) The remainder of the Sale Proceeds will be used, together with other <br />amounts derived from the investment thereof, to pay for costs of the Project. The City <br />reasonably expects that all such amounts will be fully spent within three (3) years from the date <br />hereof. <br /> <br />{MI886561_2} <br /> <br />. <br />