HomeMy WebLinkAboutReso 2010-1538-1
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ADORNO &. Yoss
A LIMITED LIABILITY PARTNERSHIP
2525 PONCE DE LEON BOULEVARD, SUITE 400
MIAMI, FLORIDA 33 I 34-601 2
PHONE: (305) 460-1000, FAX: (305) 460-1422
WWW.ADORNO.COM
JEFFREY D. DECARLO
DIRECT LINE: (305) 460-1025
EMAIL: JOC@ADORNO.COM
April 12,2010
David K. Ross
Senior Vice President
SunTrust Bank
777 Brickell A venue, 4th Floor
Miami, FL 33131
Hans Ottinot, Esquire
City Attorney
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
r~1inal Shah1
Finance Director
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Bruce Giles-Klein, Esquire
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, FL 33131
Jane A. Hines
City Clerk
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Re: $15,000,000 City of Sunny Isles Beach, Florida
Capital Improvement Revenue Bonds, Series 2010
Enclosed please find the bound transcript and CD-Rom for the above bond issue.
Please let us know if you have any questions.
Very truly yours,
ADOf//J YD{;6
Jeffrey D. DeCarlo
JDC/gr
Enclosure
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$15,000,000
CITY OF SUNNY ISLES BEACH, FLORIDA
CAPIT AL IMPROVEMENT REVENUE BONDS, SERIES 2010
March 24, 2010
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March 24, 2010
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$15,000,000
CITY OF SUNNY ISLES BEACH, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2010
CLOSING INDEX
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1) Certified copy of Ordinance No. 2010-343 authorizing the Bonds.
2) Certified copy of Resolution No. 2010-1538 authorizing the Loan Agreement.
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3)
Loan Agreement.
4) Copy of letter from SunTrust Bank (the "Bank"), dated March 24, 2010, disclosing the
information required by the provisions of Section 218.385, Florida Statutes, as amended.
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5)
Copy of notice to the Division of Bond Finance of the impending sale of the Bonds
required by Section 218.38, Florida Statutes, as amended.
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Incumbency Certificate.
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Signature and No-Litigation Certificate.
8) Certificate of Purchaser.
9) Tax Certificate.
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10) I.R.S. Form 8038-G.
11) Certificate of City as to Computation of Interest Rate III Compliance with Section
215.84(3), Florida Statutes.
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12) Bank's Receipt for the Bonds.
13) Specimen Bond.
14) Opinion of Adorno & Yoss LLP, approving the Bonds.
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15) Opinion of Special Counsel to the City.
16) Division of Bond Finance Form 2003/2004.
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17) Coverage Certificate
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ORDINANCE NO. 2010-3Y.3
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA AUTHORIZING
THE ISSUANCE OF NOT EXCEEDING $15,000,000 OF
CAPITAL IMPROVEMENT REVENUE BONDS OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA; PROVIDING
FOR A SUPPLEMENTAL RESOLUTION AND A LOAN
AGREEMENT SETTING FORTH THE DETAILS OF SAID
BONDS; PROVIDING FOR SEVERABILITY; PROVIDING
FOR REPEALER; PROVIDING FOR AN EFFECTIVE DATE.
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WHEREAS, the City Commission (the "Commission") of the City of Sunny Isles Beach,
Florida (the "City") desires to authorize the issuance of not exceeding $15,000,000 of bonds for the
purpose of financing a portion of the costs of development of City property for City parks to be
located on Collins A venue and Sunny Isles Boulevard, financing architectural, engineering,
environmental, legal and other planning costs related thereto, and paying costs of issuance of the
bonds; and
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WHEREAS, the Commission desires that the bonds be secured by legally available non-ad
valorem revenues of the City, as further specified by subsequent resolution of the Commission
incorporating the terms of a loan agreement with the purchaser of the bonds.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
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Section 1. Incorporation of Recitals. The foregoing recitals are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Ordinance upon
adoption hereof.
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Section 2. Capital Improvement Revenue Bonds. In accordance with the provisions of
the Charter of the City of Sunny Isles Beach, Florida and Chapter 166, Florida Statutes, there are
hereby authorized to be issued Capital Improvement Revenue Bonds (the "Bonds") of the City, in an
aggregate principal amount not to exceed $15,000,000, in one or more series, for the purpose of
financing a portion of the costs of development of City property for City parks to be located on
Collins Avenue and Sunny Isles Boulevard, financing architectural, engineering, environmental,
legal and other planning costs related thereto, and paying costs of issuance of the Bonds. The Bonds
shall be designated "City of Sunny Isles Beach, Florida Capital Improvement Revenue Bonds" (with
appropriate series designation), or such other designation as may be approved by supplemental
resolution, shall be dated such date, shall be in such denominations, shall be stated to mature in such
year or years not later than sixteen (16) years from their date of issuance, shall bear interest from
their dated date at a rate or rates not exceeding the maximum rate permitted by law at the time of
issuance of the Bonds, shall be subject to redemption at the option of the City at such times and
prices, and shall have such other details, all as shall hereafter be determined by the Commission by
subsequent resolution of the Commission incorporating the terms of a loan agreement with the
Auth. $15M of Capital Improve. Rev. Bonds
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purchaser of the bonds. The supplemental resolution may be adopted, and the Bonds may be issued,
at any time after the effective date of this Ordinance.
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Section 3. Authorizations. The Mayor, the City Manager and the Assistant City Manager--
Finance are hereby authorized to negotiate with banks or other financial institutions for the purchase
of the Bonds and with respect to the terms of the Bonds. The City Attorney and special counsel to
the City are hereby authorized to draft and review documents and to do all other things necessary to
accomplish the issuance and sale of the Bonds.
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Section 4. Severability. The provisions of this Ordinance are declared to be severable and
if any section, sentence, clause or phrase of this Ordinance shall for any reason be held to be invalid
or unconstitutional, such decision shall not affect the validity of the remaining sections, sentences,
clause, and phrases of this Ordinance but they shall remain in effect, it being the legislative intent that
this Ordinance shall stand notwithstanding the invalidity of any part.
Section 5. Repealer. All ordinances or part of ordinances in conflict herewith be and the
same are hereby repealed.
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Section 6. Effective Date. This Ordinance will become effective immediately upon its
enactment after second reading.
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PASSED AND ADOPTED on first reading this ~day of J\'\~<:..-t\ ,2010.
PASSED AND ADOPTED on second reading this ~ day of JY\~d-\ ,2010.
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Jane A. HIlles, CMC, City Clerk
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FORM
ICIENCY
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VOTE AS FOLLOWS: 5-0
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Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
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lk:J yes
~~es
yes
L0 yes
Wyes
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Auth. $15M of Capital Improve. Rev. Bonds
<-) no
<-) no
<-) no
L-J no
<-) no
Moved by: ('~h\~r~bM.Pr~
Second by: \f l (' II ffi~v W ~ <t:i2...
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STATE OF FlORIDA
COUNTY OF MIAMI.D~DE:
J, Jane A, Hines. City Clerk of the City of. StJ.nny Istes Beach,
Rorida. do hereby certify that the above and foregoing Is a true
and correct copy of the original ther~Cl.f on'~e In this offl.ce,
WITNESS, ~y h~lOd thiS~ day of ~.2QJ.O
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Jane A Hinas'. '
Cilj1 CIQrk of the City'ol'$IJntiy Isles Be~. Florida
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RESOLUTION NO. 2010 - ) 538
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A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA AUTHORIZING
THE ISSUANCE OF $15,000,000 CAPITAL IMPROVEMENT
REVENUE BONDS OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA FOR THE PURPOSE OF FINANCING A PORTION
OF THE COSTS OF DEVELOPMENT OF CITY PROPERTY
FOR CITY PARKS; ACCEPTING THE COMMITMENT OF
SUNTRUST BANK (THE "BANK") TO PROVIDE THE
FINANCING; APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
WITH THE BANK; AWARDING THE SALE OF THE BONDS
TO THE BANK; PROVIDING FOR SEVERABILITY;
PROVIDING FOR REPEALER; PROVIDING AN
EFFECTIVE DATE.
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WHEREAS, on March 18,2010, the City Commission (the "Commission") ofthe City of
Sunny Isles Beach, Florida (the "City") adopted Ordinance No. 2010-_ (the "Ordinance")
authorizing the issuance of not exceeding $15,000,000 for the purpose of financing a portion of the
costs of development of City property for City parks to be located on Collins Avenue and Sunny Isles
Boulevard, financing architectural, engineering, environmental, legal and other planning costs related
thereto, and paying costs of issuance of the Bonds (the "Project"); and
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WHEREAS, pursuant to the City Code, the City has solicited proposals for the financing of
the Project; and
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WHEREAS, the Commission hereby determines it to be in the best interests of the City to
proceed with a negotiated sale ofthe Bonds in accordance with the provisions of Section 218.385,
Florida Statutes, and therefore to accept a commitment (the "Commitment") from SunTrust Bank
(the "Bank"), which is attached as an Exhibit "A" to this Resolution, to purchase the Bonds in
accordance with the additional findings set forth herein; and
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WHEREAS, the Commission desires to set forth the details of the Bonds and the other
provisions of the financing in a Loan Agreement with the Bank, which shall be in substantially the
form attached as Exhibit "B" to this Resolution (the "Loan Agreement");
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recitals are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution upon
adoption hereof.
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Section 2. Authorization of Bonds. In accordance with the provisions of the Ordinance,
the Charter of the City, and Chapter 166, Florida Statutes, there is hereby authorized to be issued
Capital Improvement Revenue Bonds (the "Bonds") ofthe City, in an aggregate principal amount of
{M1884109_2}
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$15,000,000, for the purpose of financing costs of the Project. The Bonds shall be designated "City
of Sunny Isles Beach, Florida Capital Improvement Revenue Bonds, Series 2010". The details of the
Bonds and the other provisions of the financing shall be set forth in the Loan Agreement.
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Section 3. Approval of Loan Agreement. The Commission hereby approves the form
and content of the Loan Agreement by and between the City and the Bank, presented at this meeting
and attached hereto as Exhibit "B". The Mayor is hereby authorized to execute and deliver the Loan
Agreement on behalf of the City, and the Clerk is authorized to place the City's seal thereon and
attest thereto, in substantially the form presented at this meeting, with such changes, modifications,
deletions and insertions as the Mayor, with the advice of the City Attorney, may deem necessary and
appropriate. Such execution and delivery shall be conclusive evidence of the approval thereofbythe
City.
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Section 4. Authorization of Officers. The Mayor is hereby authorized to negotiate the
final terms of the Bonds and the Loan Agreement, consistent with the terms of the Commitment, and
to execute the Bonds, the Loan Agreement and related documents, and to do all other things
necessary to accomplish the issuance and sale of the Bonds. The City Clerk is hereby authorized to
attest the Mayor's signature. The City Clerk and the Assistant City Manager--Finance are each
hereby authorized to execute such documents as are necessary to accomplish the issuance and sale of
the Bonds.
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Section 5. Security for the Bonds. The Commission hereby authorizes that the Loan
Agreement set forth a covenant to budget and appropriate legally available non-ad valorem revenues
of the City in order to secure the payment of the Bonds.
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Section 6. Negotiated Sale of the Bonds. Based upon the uncertainty of the interest rate
environment if sale of the Bonds is delayed, the City hereby determines the necessity for a negotiated
sale of the Bonds. Prior to the final award of the Bonds 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 Bonds to the Bank is hereby approved at a purchase price of par.
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Section 7. Severability. The provisions ofthis Resolution are declared to be severable
and if any section, sentence, clause or phrase of this Resolution shall for any reason be held to be
invalid or unconstitutional, such decision shall not affect the validity of the remaining sections,
sentences, clause, and phrases of this Resolution but they shall remain in effect, it being the
legislative intent that this Resolution shall stand notwithstanding the invalidity of any part.
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Section 8. Repealer. All resolutions or part of resolutions in conflict herewith be and the
same are hereby repealed.
Section 9.
adoption.
Effective Date. This Resolution shall take effect immediately upon its
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PASSED AND ADOPTED this 18th day of March, 2010.
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ATTEST:
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Jane A. Hines, CMC, City Clerk
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Moved by: ~~ GCOt::mItN
Second by: ~I~M~ -w'hL~
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VOTE AS FOLLOWS: S-O
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Mayor Edelcup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
1.0 yes
CB: yes
( ~ yes
U(J yes
cD yes
L)no
L)no
L)no
L)no
L)no
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STATE OF FlORIDA
COUNlY OF MIAMI-DADE:. .
I, Jane A, Hines. City C'e~ ot the City of Sunny Isles Beach,
Florida, do hereby cElrtify'thattha above and foregoing is a true
and correct copy of the original thereof on file T~ this offlc8,
WITNESS. m;fi~nci t~lS' 1 ~--'d~Y'd'm~ ].b( ()
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Jane A, Hines '. , _' '.
City Clerk 01 the City o(Sunny'lsIQs B9aclJ, Rotfda
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LOAN AGREEMENT
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This LOAN AGREEMENT (this "Agreement") is made and entered into as of March 24,
2010 and is by and between the City of Sunny Isles Beach (the "City") and SunTrust Bank, a
Georgia banking corporation, and its successors and assigns as holder of the hereinafter defined
Bonds (the "Bank");
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WHEREAS, the City Commission of the City did, on March 18, 2010, adopt an
Ordinance and a Resolution (collectively, the "Bond Ordinance") authorizing bonds in the
principal amount of $15,000,000 and accepting the commitment to purchase the bonds from the
Bank for the purpose of financing a portion of the costs of development of City property for City
parks to be located on Collins Avenue and Sunny Isles Boulevard, financing architectural,
engineering, environmental, legal and other planning costs related thereto, and paying costs of
issuance ofthe bonds (the "Project"); and
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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 from the Bank to be used
for the Proj ect; and
WHEREAS, the loan evidenced by this Agreement, in an aggregate principal amount of
$15,000,000 (the "Bonds"), will be tax-exempt and will finance the Project; and
WHEREAS, the obligation of the City to repay the Bonds to the Bank shall be evidenced
by the delivery of one Bond, in the amount of $15,000,000, maturing in fifteen (15) years; and
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WHEREAS, the Bonds shall be issued pursuant to the terms and provisions of the Bond
Ordinance and this Agreement; and
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WHEREAS, the execution and delivery of this Agreement have been duly authorized by
the Bond Ordinance.
NOW THEREFORE, in consideration of the sum of $10.00, the mutual promises and
covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and legal sufficiency of which is acknowledged by both parties, the parties agree as
follows.
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ARTICLE I
DEFINITION OF TERMS
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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:
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"Act" means Part II of Chapter 166, Florida Statutes, as amended, the Charter of the City,
and other applicable provisions oflaw.
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"Agreement" means this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
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"Annual Debt Service Requirement" means for a given Fiscal Year the amount required
to pay the principal and interest coming due on the Bonds during that Fiscal Year.
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"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.
"Bond Payment Date" means each January 1, April 1, July 1 and October 1 of each year,
commencing October 1, 2010.
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"Bonds" means the $15,000,000 City of Sunny Isles Beach, Florida Capital Improvement
Revenue Bonds, Series 2010, issued pursuant to this Agreement.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday in
Miami, Florida.
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"City Manager" means the City Manager ofthe City.
"Clerk" means the Clerk or any Deputy Clerk of the City.
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"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 Bonds.
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"Event of Default" shall mean an event of default specified III Article VIII of this
Agreement.
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"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 pursuant to general law.
"Governing Body" means the City Commission of the City, or its successor in function.
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"Holder" or "Holders" means the registered owner(s) (or their authorized representatives)
of the Bonds from time to time, initially the Bank.
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"Loan Documents" means this Agreement, the Bonds, 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.
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"Mayor" means the Mayor of the City and such other person as may be authorized to act
on his or her behalf.
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"Non-Ad Valorem Revenues" means all revenues of the City 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 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.
"Person" means natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
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"State" means the State of Florida.
"Supplemental Ordinance" means any ordinance or resolution of the City amending or
supplementing the Bond Ordinance in accordance with the terms and provisions thereof.
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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.
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Section 1.3 Titles and Headin2s. 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
REPRESENT ATIONS OF CITY
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The City represents and warrants to the Bank that:
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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 Bonds
in the manner contemplated hereby, and to perform and observe all the terms and conditions of
the Bonds and this Agreement on its part to be performed and observed. The City may lawfully
issue the Bonds 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 Bonds to the Bank, and to carry out and
consummate all other transactions contemplated hereby and by the Loan Documents, and the
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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
borrowing of the amount provided for in this Agreement, the execution and delivery of this
Agreement, and the making and delivery of the Bonds 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 Bonds. The City has duly adopted the Bond Ordinance and authorized the
execution, delivery, and performance of the Bonds and the Agreement and the taking of any and
all other such action as may be required on the part of the City to carry out, give effect to and
consummate the transactions contemplated by the Loan Documents. The Bonds have been duly
authorized, executed, issued and delivered to the Bank and constitute legal, valid and binding
obligations' of the City enforceable in accordance with their terms and the terms of the Bond
Ordinance, and are 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 Bonds 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.
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Section 2.3 Al!reements. The City is not in default in any material respect under any
agreement or other instrument to which it is a party or by which it may be bound. The making
and performing by the City of this Agreement will not violate any provision of the Act, 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 ofthe City enforceable in accordance with their respective terms.
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Section 2.4 Litil!ation, 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 Bonds 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.
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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.
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ARTICLE III
COVENANTS OF THE CITY
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Section 3.1 Affirmative Covenants. The City covenants, for so long as any of the
principal amount of or interest on the Bonds 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:
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(a) Use of Proceeds. The City covenants that the proceeds from the Bonds
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 Bonds, there are no other bonds or obligations of the City secured by a
covenant to budget and appropriate from Non-Ad Valorem Revenues, other than (i) the
$20,000,000 City of Sunny Isles Beach, Florida Promissory Note, dated June 8, 2009, (ii) a loan
in the original principal amount of $10,320,000 made on November 30, 2001 from a portion of
the proceeds of the Florida Municipal Loan Council Revenue Bonds, Series 2001A and (iii) a
loan in the original principal amount of $17,945,000 made on November 22, 2002 from a portion
of the proceeds of the Florida Municipal Loan Council Revenue Bonds, Series 2002C
(collectively, (i), (ii) and (iii) are hereinafter referred to as the "Prior Debt").
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(b) Notice of Defaults. The City shall within fifteen (15) days after it
acquires knowledge thereof, notify the Bank in writing upon the happening, occurrence, or
existence of any Event of Default, and any event or condition which with the passage of time or
giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with
such written notice, a detailed statement by a responsible officer of the City of all relevant facts
and the action being taken or proposed to be taken by the City with respect thereto.
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(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.
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(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.
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(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.
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(I) 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) Complv with Laws. The City is in compliance with and shall comply
with all applicable federal, state and local laws and regulatory requirements.
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(h) Taxes. In the event the Bonds, 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.
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U) Maintenance of Account with Bank. The City agrees that so long as the
Bonds are outstanding, it will maintain a depository account with the Bank with an amount on
deposit therein similar to that existing with the Bank on the date hereof.
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Section 3.2 Bank Fees and Expenses. The City hereby agrees to pay a Bank loan fee
in the amount of $2,500 and the fees of counsel to the Bank in connection with the issuance of
the Bonds in the amount of $7,500 plus such counsel's reasonable out-of-pocket expenses not to
exceed $350, said amounts to be due and payable upon the issuance of the Bonds.
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Section 3.3 Re2istration and Exchan2e of Bonds; Persons Treated as Owners. So
long as the Bonds shall remain unpaid, the City will keep books for the registration and transfer
of the Bonds. The Bonds shall be transferable only upon such registration books. The City will
transfer the registration of Bonds upon written request of the Bank specifying the name, address
and taxpayer identification number of the transferee.
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The Person in whose name the Bonds shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of principal and interest on the Bonds
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 Bonds to the extent of the sum or
sums so paid.
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Section 3.4 Payment of Principal and Interest. The City promises that it will
promptly pay the principal of and interest on the Bonds 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 Bonds is secured solely as provided in Section 3.5 hereof,
and nothing in the Bonds or in the 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
Bonds 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 3.5. 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 Bonds 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.
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Section 3.5 Covenant to Bud2et 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 Bonds in accordance with their 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.
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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 Holders 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 subject, further, to the payment of services and
programs which are for essential public purposes affecting the health, welfare and safety of the
inhabitants ofthe City or which are legally mandated by applicable law.
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Section 3.6 Prepayment. The City shall be entitled to prepay the Bonds prior to
maturity in whole or in part at any time at a price as set forth in the form of Bond attached hereto
as Exhibit "A", plus accrued interest to the date of prepayment, upon written notice to the Holder
given by the City at least two (2) Business Days prior to the date fixed for prepayment.
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Section 3.7 Business Days. In any case where the due date of interest on or principal
of the Bonds 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.
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Section 3.8 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
Bonds 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 Bonds is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is
or shall be incurred by, the City Commission, or the officers, agents, or employees, as such, of
the City, or any of them, under or by reason of the obligations, covenants or agreements
contained in this Loan Agreement or implied therefrom, and (c) that any and all such personal
liability of, and any and all such rights and claims against, every such Commissioner of the City,
and every officer, agent, or employee, as such, of the City under or by reason of the obligations,
covenants or agreements contained in this Loan Agreement, or implied therefrom, are waived
and released as a condition of, and as a consideration for, the execution of this Loan Agreement
and the issuance of the Bonds on the part of the City.
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Section 3.9 Bonds Mutilated. Destroyed. Stolen or Lost. In case any 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
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the City may prescribe and paying such expenses as the City may IllCUr. The Bond so
surrendered shall be canceled.
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Section 3.10 Section 265 Desi2nation of Bonds. 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 2010 does not exceed
$30,000,000. There are no entities which are subordinate to or which issue obligations on behalf
of the City. The City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b )(3)(B)(i) of the Code. The City hereby covenants and agrees not to
take any action or to fail to take any action if such action or failure would cause the Bonds to no
longer be "qualified tax-exempt obligations."
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Section 3.11 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 Bonds 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.
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The City acknowledges that the continued exclusion of interest on the Bonds 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 Bonds 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
Bonds to be an arbitrage bond for purposes of Sections 1 03(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 1 03(b )(2) and 148 of the Code are met.
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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 Bonds, plus any income attributable
to such excess (the "Rebate Amount");
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(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 ofthe Rebate Amount as shall be necessary to comply with the Code; and
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(c) to comply with all representations and restrictions contained in any Tax
Certificate executed by the City in connection with the Bonds.
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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.
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Section 3.12 Additional Tax Covenants of the City. For so long as the Bonds
remains outstanding, the City hereby covenants as follows:
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(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 Bonds or any investment earnings thereon in a manner that will result in such Bonds
becoming a "private activity bond" within the meaning of Sections 141 and 145 of the Code;
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(c) It will not use or permit to be used more than ten percent (10%) of the
proceeds of the Bonds (including any amounts used to pay costs associated with issuing such
Bonds), 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");
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(d) It will not use or permit the use of any portion of the proceeds of the
Bonds, including all investment income earned on such proceeds, directly or indirectly, to make
or finance loans to persons who are not Exempt Persons;
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(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
project financed with the proceeds of the Bonds (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;
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(f) It will not cause the Bonds 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 Bonds 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 Bonds will be (A)
used in making loans the payment of principal or interest with respect to which is to be
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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.
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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 IV
CONDITIONS OF LENDING
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Section 4.1 Conditions of Lendin2. The obligations of the Bank to lend hereunder
are subject to the following conditions precedent:
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(a) No Default. On the date hereof the City 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.
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(b) Supportin2 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 Bonds by the
Bank):
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(i) The opinion of the City Attorney or special counsel to the City
regarding the due authorization, execution, delivery, validity and enforceability of this
Agreement and the Bonds, the City's power to incur the debt evidenced by the Bonds and
the due adoption of the Ordinance;
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(ii) The opinion of Bond Counsel to the effect that, (A) the interest on
the Bonds is excluded from gross income for federal income tax purposes, (B) the
interest on the Bonds is not an item of tax preference under Section 57 of the Code, (C)
the Bonds are qualified tax-exempt obligations under Section 265(b)(3) of the Code and
(D) the Bonds and the income thereon is exempt from the State excise tax on documents;
and
(iii) Such additional supporting documents as the Bank may reasonably
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request.
ARTICLE V
THE LOAN; CITY'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS
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Section 5.1 The Loan. The Bank hereby agrees to loan to the City the amount of
$15,000,000 to be evidenced by the Bonds, to provide funds to finance the Project and to pay
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closing costs upon the terms and conditions set forth in the Bond Ordinance and in this
Agreement. The City agrees to repay the principal amount borrowed plus interest thereon, upon
the terms and conditions set forth in the Loan Documents.
Section 5.2 Description and Payment Terms of the Bonds. To evidence the Loan,
the City shall issue and deliver to the Bank the Bonds in the form attached hereto as Exhibit "A".
ARTICLE VI
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CREATION AND USE OF FUNDS AND ACCOUNTS
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Section 6.1 Bond Fund. There is hereby created a fund, entitled "City of Sunny Isles
Beach, Florida, Capital Improvement Revenue Bonds, Series 2010 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 as specified in Section 3.5 hereof which, together with
the amounts already on deposit therein, will enable the City to pay the principal of and interest
on the Bonds 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 Bonds coming due on each
such date.
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Section 6.2 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.
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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.
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Section 6.3 Rebate Fund and Rebate Covenants. There is hereby created and
established a fund to be held by the City, designated the "City of Sunny Isles Beach Capital
Improvement Revenue Bonds, Series 2010 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.
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Notwithstanding anything in this Agreement to the contrary, the City 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 on the date of delivery of the Bonds (the "Rebate Covenants"), when such amounts are
so required to be transferred. The City Manager 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 covenants for the
benefit of the Holders 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 shall not be
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required to comply with the requirements of this Section 6.3 in the event that the City obtains
and opinion of nationally recognized bond counsel that (i) such compliance is not required in
order to maintain the federal income tax exemption of interest on the Bonds and/or (ii)
compliance with some other requirement is necessary to maintain the federal income tax
exemption of interest on the Bonds.
ARTICLE VII
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SPECIAL COVENANTS
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Section 7.1 Financial Statements. The City shall, upon receipt by the City or within
two hundred and ten (210) days of each Fiscal Year end, whichever is sooner, provide the Holder
with a printed copy of its Comprehensive Annual Financial Report, its current year operating
budget and its capital improvement plan, and a certificate of its City Manager in form and
substance satisfactory to the Holder evidencing compliance with the covenant set forth in Section
7.2 below. The City shall also provide to the Holder any other financial information reasonably
requested by such Holder.
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Section 7.2 Covera2e Requirement. The City covenants and agrees that it will at all
times maintain a coverage ratio such that Available Revenues of the City during the prior Fiscal
Year is equal to at least 150% of Maximum Annual Debt Service. For purposes of this
paragraph and Section 7.3,
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(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;
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(b) "Debt Obligations" shall mean debt service on debt obligations of the
City, including the Bonds and the Prior Debt, which are secured by or payable from general or
specific Non-Ad Valorem Revenues;
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(c) "Available Revenues" shall mean all Non-Ad Valorem Revenues less (i)
the product of (A) all Non-Ad Valorem Revenues divided by total revenues of the City
(excluding amounts in enterprise funds), multiplied by (B) the amount of "Essential Government
Services", and less (ii) revenues pledged to other debt obligations of the City payable from any
portion of Non-Ad Valorem Revenues.
(d) "Essential Government Services" means those expenses related to General
Government Expenditures (as shown on the financial statements of the City) and public safety.
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.
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Section 7.3 Additional Indebtedness. Without the prior written consent of the Bank,
the City shall not hereafter incur any indebtedness payable from any Non-Ad Valorem Revenues
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(which includes any increases in the outstanding amount under any line of credit or similar
arrangement), unless (i) Available Revenues of the City during each of the two Fiscal Years most
recently concluded prior to the incurrence of such debt equals or exceeds 150% of the Maximum
Annual Debt Service on all Debt Obligations, including the proposed debt, secured by and/or
payable from such Available Revenues; and (ii) the Maximum Annual Debt Service
requirements on all Debt Obligations, including the proposed debt, secured by and/or payable
from Non-Ad Valorem Revenues will not exceed 20% of governmental fund revenues (defined
as general fund, special fund, debt service fund and capital projects funds) of the City for the
Fiscal Year most recently concluded prior to the incurrence of such proposed debt, exclusive of
(i) ad valorem revenues restricted to payment of debt service on any debt and (ii) any debt
proceeds.
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ARTICLE VIII
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EVENTS OF DEFAULT
Section 8.1 General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
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(a) The City shall fail to make any payment of the principal of or interest on
the Bonds after the same shall become due and payable, whether by maturity, by acceleration at
the discretion of the Bank as provided for in Section 8.2, or otherwise; or
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(b) The City 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 8.1(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 by the Bank; or (ii) the Bank is notified of such
noncompliance or should have been so notified pursuant to the provisions of Section 3.1 (b) of
this Agreement, whichever is earlier; or
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(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 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
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(e) The City 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 an order,
judgment or decree is entered by any court of competent jurisdiction appointing, without the
consent of the City, a receiver or trustee of the City 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
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(f) The City 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 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
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(h) A judgment or order shall be rendered against the City for the payment of
money in excess of $250,000 which is not covered by insurance and such judgment or order shall
continue unsatisfied or un stayed for a period of more than 30 days; or
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(i) An event of default occurs with respect to the Prior Debt or any loan
documentation in connection therewith.
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Section 8.2 Effect of Event of Default. Except as otherwise provided in the Bonds,
immediately and without notice, upon the occurrence of any Event of Default, the Bank may
declare all obligations of the City under the Loan Documents to be immediately due and payable
without further action of any kind and upon such declaration the Bonds 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 the Bond Ordinance, the Act and any other applicable law.
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Should the City default in any obligation created by this Agreement or the Bonds, the
Bank may, in addition to any other remedies set forth in this Agreement or the Bonds, either at
law or in equity, by suit, action, mandamus or other proceeding in any court of 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 IX
MISCELLANEOUS
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Section 9.1 No Waiver~ Cumulative Remedies. No failure or delay on the part of the
Bank in exercising any right, power, remedy hereunder, or under the Bonds 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.
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Section 9.2 Amendments, Chan2:es or Modifications to the A2:reement. This
Agreement shall not be amended, changed or modified except by written instrument between the
Bank and the City. The City agrees to pay all of the Bank's reasonable costs and reasonable
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attorneys' fees incurred in modifying and/or amending this Agreement at the City's request or
behest.
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Section 9.3 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.
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Section 9.4 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.
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Section 9.5 Term of Ag:reement. 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 in connection herewith shall be in full force and effect from the
date hereof and shall continue in effect until as long as the Bonds are outstanding.
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Section 9.6 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
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:
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If to the City:
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City Manager and City Attorney
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Fax Number: 305-792-1641
If to the Bank:
SunTrust Bank
777 Brickell Avenue, 4th Floor
Miami, Florida 33131
Attention: Institutional and Government Banking
Fax Number: 305-579-7133
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or to such other address as either party may have specified in writing to the other using the
procedures specified above in this Section 9.6.
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Section 9.7 Applicable Law. For purposes of this Agreement, Florida law shall
govern the terms of this Agreement. Venue shall be in Miami-Dade County, Florida.
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Section 9.8 Bindin2; Effect~ Assi2nment. This Agreement shall be binding upon and
inure to the benefit of the successors in interest and permitted assigns of the parties. The City
shall have no rights to assign any of their rights or obligations hereunder without the prior
written consent of the Bank.
Section 9.9 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.
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Section 9.10 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.
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Section 9.11 Attornevs 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
Bonds, or the Bond Ordinance (including any appeal(s)), the prevailing party shall be entitled to
recover costs and attorneys' fees from the other party. The City does not waive sovereign
immunity for any claim for breach of contract or for an award of prejudgment interest; provided,
however, that in any action arising out of or to enforce this Agreement, the prevailing party shall
be entitled to its reasonable attorney's fees and costs. The City agrees that should this
transaction fail to close for any reason, the Bank's Counsel shall be entitled to be reimbursed for
any of their out-of-pocket costs and to be paid a reasonable fee for its services through the
expiration date of the Commitment, and City understands that such fee shall be paid by City
immediately upon receipt of a statement.
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Section 9.12 Entire A2;reement. 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.
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Section 9.13 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.
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Section 9.14 Waiver of Jurv Trial. THE CITY AND THE BANK IRREVOCABLY
AND VOLUNTARILY WAIVE ANY RIGHT THEY MA Y 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 BONDS OR THE BOND ORDINANCE. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS
AGREEMENT.
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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 SUNNY ISLES BEACH, FLORIDA
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SUNTRUST BANK
By:
Da~11Q~ f;t-
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Senior Vice President
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EXHIBIT "A" TO LOAN AGREEMENT
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March 24, 2010
$15,000,000
CITY OF SUNNY ISLES BEACH, FLORIDA
CAPIT AL IMPROVEMENT REVENUE BONDS, SERIES 2010
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KNOW ALL MEN BY THESE PRESENTS that the City of Sunny Isles Beach, 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 Sun Trust Bank, or registered assigns (hereinafter, the "Bank" or the
"Holder"), the principal sum of $15,000,000, together with interest on the principal balance
outstanding at the rate of 4.20% per annum (subject to adjustment as hereinafter provided), based
upon a year of 360 days for the actual number of days elapsed. Payments shall be made by auto
debit of the City's account with the Bank in immediately available funds by no later than 2:00
p.m. on the date due, free and clear of any defenses, set-off, counterclaims, or withholdings or
deductions for taxes.
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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 designate to the City.
For purposes of this Bond, the following definitions shall apply:
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(1)
"Code" means the Internal Revenue Code of 1986, as amended;
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(2) "Cost of Funds" means 100 multiplied by a fraction, the numerator of
which is equal to the total interest expense of SunTrust Bank for its immediately
preceding tax year and the denominator of which is equal to the average total assets of
SunTrust Bank for such tax year, but not to exceed the cost of Fed Funds.
(3) "Fully Taxable Equivalent" means the rate of interest on the Bonds
multiplied by 1.5247, expressed as a number and not as a percentage.
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(4) "Maximum Corporate Tax Rate" means the maximum Federal income tax
rate applicable to corporations, presently 35%.
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(5) "Preference Reduction Rate" means the percentage reduction to be applied
to the amount allowable as a deduction under Chapter I of the Code with respect to any
financial institution preference item (as such term is defined in Section 291(e) of the
Code), presently 20%. If this 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 from twenty percent (20%) to one hundred percent (100%).
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(6) "TEFRA Adjustment" means an adjustment equal to the product of the
Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by
the applicable Preference Reduction Rate.
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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 1.5247. 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 Bond
Payment Date following the date the holder was advised of such Event of Taxability.
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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.
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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 Bonds 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 issuance of the Bonds.
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.
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The principal on this Bond shall be due and payable on January 1, April 1, July 1 and
October 1 of each year (each, a "Bond Payment Date"), beginning October 1, 2010, through and
including March 24, 2025 (the "Maturity Date") (except that the last payment will be made on
the Maturity Date), in the amounts set forth on the payment schedule attached hereto.
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Interest on this Bond shall be due and payable on each Bond Payment Date, beginning
October 1, 2010, through and including the Maturity Date (except that the last payment will be
made on 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.
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Upon two (2) Business Days prior written notice to the Holder, the City may prepay
amounts owing under this Bond at any time and from time to time. Such prepayment notice shall
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specify the amount of the prepayment which is to be applied. In the event of prepayment while
SunTrust Bank (the "Bank") is the Holder of this Bond, the City may be required to pay the
Bank an additional fee (a prepayment charge) determined in the manner provided below, to
compensate the Bank for all losses, costs and expenses incurred in connection with such
prepayment. The fee shall be equal to the present value of the difference between (1) the amount
that would have been realized by the Bank on the prepaid amount for the remaining term of the
Bond at the then current rate of interest on the Bonds and (2) the amount that would be realized
by the Bank by reinvesting such prepaid funds for the remaining term of the Bond at the Federal
Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps, interpolated to
the nearest month, that was in effect three Business Days prior to the Bond prepayment date;
both discounted at the same interest utilized in determining the applicable amount in (2). Should
the present value have no value or a negative value, the City may repay with no additional fee.
Should the Federal Reserve no longer release rates for fixed-rate payers in interest rate swaps,
the Bank may substitute the Federal Reserve H.15 Statistical Release with another similar index.
The Bank shall provide the City with a written statement explaining the calculation of the
premium due, which statement shall, in absence of manifest error, be conclusive and binding.
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Partial prepayments may be made, subject to a prepayment charge based upon the same
calculation methodology described above. Any partial prepayment shall be applied to
installments of principal in the inverse order of maturity and shall not postpone the due dates of,
or relieve the amounts of, any scheduled installment payments due hereunder. Any amounts
prepaid hereunder may not be re-borrowed. For purposes of the preceding paragraph, the term
Business Day shall mean any day other than a Saturday, Sunday or legal holiday or other day on
which the Bank is authorized or required to close.
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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 (but only after the
passage of any applicable grace period permitted for such Event of Default), irrespective of a
declaration of maturity.
The City to the extent permitted by law hereby waives presentment, demand, protest and
notice of dishonor.
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This Bond is issued pursuant to (i) an Ordinance and a Resolution, both duly adopted by
the City on March 18,2010 (collectively, the "Bond Ordinance"), for the purpose of financing a
portion of the costs of development of City property for City parks to be located on Collins
Avenue and Sunny Isles Boulevard, financing architectural, engineering, environmental, legal
and other planning costs related thereto, and paying costs of issuance of the bonds (the
"Project"), and (ii) a Loan Agreement, dated of even date herewith, between the City and the
Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan
Agreement. All terms, conditions and provisions of the Loan Agreement are by this reference
thereto incorporated herein as a part of this Bond. Terms used herein in capitalized form and not
otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
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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
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Fiscal Year, amounts sufficient to pay the principal and interest due on the Bonds 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.
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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 Holders 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
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 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.
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Reference is hereby made to the Loan Agreement for the provisions, among others,
relating to the terms, lien and security of the Bonds, the custody and application of the proceeds
of the Bonds, the rights and remedies of the Holder of the Bonds, 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.
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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
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OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND OR FOR THE PAYMENT OF
ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT.
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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 Bonds shall be liable personally
on the Bonds by reason of its issuance.
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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.
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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.
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IN WITNESS WHEREOF, the City of Sunny Isles Beach, Florida has caused this Bond
to be executed in its name by the manual signature of its Mayor, and attested by the manual
signature of its Clerk and its corporate seal or a facsimile thereof affixed hereto, all as of this
24th day of March, 2010.
CITY OF SUNNY ISLES BEACH, FLORIDA
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By:
Mayor
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[SEAL]
ATTEST:
By:
Clerk
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Bonds and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bonds in the
books kept by the City for the registration thereof, with full power of substitution in the
premIses.
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Date:
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SOCIAL SECURITY NUMBER OR
FEDERAL IDENTIFICATION
NUMBER OF ASSIGNEE
NOTICE: The signature of this
assignment must correspond with the
name as it appears upon the within
Bonds in every particulate, or any
change whatever.
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[Form of Abbreviations]
The following abbreviations, when used in the inscription on the face of the within
Bonds, shall be construed as though they were written out in full according to the applicable laws
or regulations.
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TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the
UNIFORM TRANS MIN ACT -
Uniform Transfers to Minors Act of
right of survivorship and not as tenants in common
Custodian for (Cust.) (Minor) under
(State).
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Additional abbreviations may also be used
though not in the above list.
Name and address of assignee for payment and notice purposes
Payment:
Notice:
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Assignee:
By:
Title:
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PRINCIPAL PAYMENT SCHEDULE
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City of Sunny Isles Beach, Florida
$15,000,000 Tax Exempt Bank Qualified Loan
Issuance Date: 3/24/2010
Interest Rate: 4.20%
# Date Payment Interest Princioal Balance
Loan 3/24/20 10 15,000,000.00
1 10/1/2010 346,227 .19 329,000.00 17,227.19 14,982,772.81
2010 Totals 346,227.19 329,000.00 17,227.19
2 1/1/2011 346,227.19 157,319.11 188,908.08 14,793,864.73
3 4/1/2011 346,227.19 155,335.58 190,891.61 14,602,973.12
4 7/1/2011 346,227.19 153,331.22 192,895.97 14,410,077.15
5 10/1/2011 346,227.19 151,305.81 194,921.38 14,215,155.77
2011 Totals 1,384,908.76 617,291.72 767,617.04
6 1/1/2012 346,227.19 149,259.14 196,968.05 14,018,187.72
7 4/1/2012 346,227.19 147,190.97 199,036.22 13,819,151.50
8 7/1/2012 346,227.19 145,101.09 201,126.10 13,618,025.40
9 10/1/2012 346,227.19 142,989.27 203,237.92 13,414,787.48
2012 Totals 1,384,908.76 584,540.47 800,368.29
10 1/1/2013 346,227.19 140,855.27 205,371.92 13,209,415.56
11 4/1/2013 346,227.19 138,698.86 207,528.33 13,001,887.23
12 7/1/2013 346,227.19 136,519.82 209,707.37 12,792,179.86
13 10/1/2013 346,227.19 134,317.89 211,909.30 12,580,270.56
2013 Totals 1,384,908.76 550,391.84 834,516.92
14 1/1/2014 346,227.19 132,092.84 214,134.35 12,366,136.21
15 4/1/2014 346,227 .19 129,844.43 216,382.76 12,149,753.45
16 7/1/2014 346,227.19 127,572.41 218,654.78 11,931,098.67
17 10/1/2014 346,227.19 125,276.54 220,950.65 11,710,148.02
2014 Totals 1,384,908.76 514,786.22 870,122.54
18 1/1/2015 346,227.19 122,956.55 223,270.64 11,486,877 .38
19 4/1/2015 346,227.19 120,612.21 225,614.98 11,261,262.40
20 7/1/2015 346,227.19 118,243.26 227,983.93 11,033,278.47
21 10/1/2015 346,227.19 115,849.42 230,377.77 10,802,900.70
2015 Totals 1,384,908.76 477,661.44 907,247.32
22 1/1/2016 346,227.19 113,430.46 232,796.73 10,570,103.97
23 4/1/2016 346,227.19 110,986.09 235,241.10 10,334,862.87
24 7/1/2016 346,227.19 108,516.06 237,711.13 10,097,151.74
25 10/1/2016 346,227.19 106,020.09 240,207.10 9,856,944.64
2016 Totals 1,384,908.76 438,952.70 945,956.06
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# Date Payment Interest Principal Balance
26 1/1/2017 346,227.19 103,497.92 242,729.27 9,614,215.37
27 4/1/2017 346,227.19 100,949.26 245,277 .93 9,368,937.44
28 7/1/2017 346,227.19 98,373.84 247,853.35 9,121,084.09
29 10/1/2017 346,227.19 95,771.38 250,455.81 8,870,628.28
2017 Totals 1,384,908.76 398,592.40 986,316.36
30 1/1/2018 346,227.19 93,141.60 253,085.59 8,617,542.69
31 4/1/2018 346,227.19 90,484.20 255,742.99 8,361,799.70
32 7/1/2018 346,227.19 87,798.90 258,428.29 8,103,371.41
33 10/1/2018 346,227.19 85,085.40 261,141.79 7,842,229.62
2018 Totals 1,384,908.76 356,510.10 1,028,398.66
34 1/1/2019 346,227.19 82,343.41 263,883.78 7,578,345.84
35 4/1/2019 346,227.19 79,572.63 266,654.56 7,311,691.28
36 7/1/2019 346,227.19 76,772.76 269,454.43 7,042,236.85
37 10/1/2019 346,227.19 73,943.49 272,283.70 6,769,953.15
2019 Totals 1,384,908.76 312,632.29 1,072,276.47
38 1/1/2020 346,227.19 71,084.51 275,142.68 6,494,810.47
39 4/1/2020 346,227.19 68,195.51 278,031.68 6,216,778.79
40 7/1/2020 346,227.19 65,276.18 280,951.01 5,935,827.78
41 10/1/2020 346,227.19 62,326.19 283,901.00 5,651,926.78
2020 Totals 1,384,908.76 266,882.39 1,118,026.37
42 1/1/2021 346,227.19 59,345.23 286,881.96 5,365,044.82
43 4/1/2021 346,227.19 56,332.97 289,894.22 5,075,150.60
44 7/1/2021 346,227.19 53,289.08 292,938.11 4,782,212.49
45 10/1/2021 346,227.19 50,213.23 296,013.96 4,486,198.53
2021 Totals 1,384,908.76 219,180.51 1,165,728.25
46 1/1/2022 346,227.19 47,105.08 299,122.11 4,187,076.42
47 4/1/2022 346,227.19 43,964.30 302,262.89 3,884,813.53
48 7/1/2022 346,227.19 40,790.54 305,436.65 3,579,376.88
49 10/1/2022 346,227.19 37,583.46 308,643.73 3,270,733.15
2022 Totals 1,384,908.76 169,443.38 1,215,465.38
50 1/1/2023 346,227.19 34,342.70 311,884.49 2,958,848.66
51 4/1/2023 346,227.19 31,067.91 315,159.28 2,643,689.38
52 7/1/2023 346,227.19 27,758.74 318,468.45 2,325,220.93
53 10/1/2023 346,227.19 24,414.82 321,812.37 2,003,408.56
2023 Totals 1,384,908.76 117,584.17 1,267,324.59
54 1/1/2024 346,227.19 21,035.79 325,191.40 1,678,217.16
55 4/1/2024 346,227.19 17,621.28 328,605.91 1,349,611.25
56 7/1/2024 346,227.19 14,170.92 332,056.27 1,017,554.98
57 10/1/2024 346,227.19 10,684.33 335,542.86 682,012.12
2024 Totals 1,384,908.76 63,512.32 1,321,396.44
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# Date Payment Interest Principal Balance
58 1/1/2025 346,227.19 7,161.13 339,066.06 342,946.06
59 3/24/2025 346,227 .19 3,281.13 342,946.06 -
2025 Totals 692,454.38 10,442.26 682,012.12
Grand Totals 20,427,404.21 5,427,404.21 15,000,000.00
Last interest amount increased by 0.28 due to rounding.
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March 24, 2010
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TO: City of Sunny Isles Beach, Florida
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RE: $15,000,000 City of Sunny Isles Beach, Florida Capital Improvement Revenue Bonds, Series
2010
Ladies and Gentlemen:
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The undersigned (the "Purchaser") has agreed to purchase from the City of Sunny Isles
Beach, Florida (the "City"), the Bonds referenced above (the "Bonds"). The Bonds are being sold
directly to the Purchaser.
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The purpose ofthis letter is to furnish, pursuant to the provisions of Subsections (2), (3) and
(6) of Section 218.385, Florida Statutes, as amended, certain information with respect to the
purchase and sale of Bonds, as follows:
(a)
There is no managing underwriter for the Bonds.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, with respect to the Bonds.
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(c) There is no underwriting spread with respect to the Bonds.
(d) No management fee will be charged by the Purchaser. A loan fee in the
amount of $2,500 will be charged by the Purchaser.
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(e) No fee, bonus or other compensation will be paid by the Purchaser in
connection with the Bonds to any person not regularly employed or retained
by it, other than a fee of $7,500 to Adorno & Y oss LLP, as Counsel to the
Bank.
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(f) The name and address of the Purchaser is SunTrust Bank, 777 Brickell
Avenue, 4th Floor, Miami, Florida 33131.
(g)
The City is proposing to issue $15,000,000 of Bonds for the purpose of
financing a portion of the costs of development of City property for City
parks, financing architectural, engineering, environmental, legal and other
planning costs related thereto, and paying costs of issuance ofthe Bonds. The
Bonds are expected to be repaid over fifteen (15) years. At an interest rate of
4.20% on the Bonds, total interest paid over the life of Bonds will be
$5,427,404. The source ofrepayment or security for the Bonds is expected to
be a covenant to budget and appropriate from legally available Non-Ad
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Valorem Revenues of the City. Authorizing the Bonds will result in
approximately $1,384,908 of general fund moneys not being available to
finance the other services of the City each year for fifteen (15) years.
The Purchaser understands that you require no other disclosures with respect
to the Bonds.
SUNTRUST BANK
By:
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Bond Finance - Local Bond Monitoring: Notice of Sale Confirmation
Page 1 of 1
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STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND
MONITORING
logout
NOTICE OF SALE STATUS
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Notice of Sale submission successful.
SUBMIT DATE: 03/23/2010
SALE DATE:
CLOSING DATE:
$15,000,000 City of Sunny Isles Beach, Florida Capital
Improvement Revenue Bonds, Series 2010
3/24/2010
3/24/2010
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BOND ISSUE NAME:
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Print this paqe
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https://bondissue.sbafla.com/nosprocess.aspx ?redi rectPage=nosprocess.aspx
3/23/2010
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INCUMBENCY CERTIFICATE
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Jane A. Hines, CMC, City Clerk of the City of Sunny Isles Beach, Florida (the "City"),
DOES HEREBY CERTIFY as follows:
The following are now, and have been continuously since the dates of beginning of their
respective terms shown below, the duly elected, qualified and acting members of the City
Commission of the City (the "Commission"), and the dates of the beginning and ending of their
respective terms are hereunder correctly designated opposite their names:
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Beginning Date
of Term
Member
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Roslyn Brezin
Norman S. Edelcup
Gerry Goodman
George "Bud" Scholl
Lewis J. Thaler
November 2005
November 2005
November 2005
November 2007
November 2007
. Ending Date
of Current Term
November 2010
November 2010
November 2010
November 2012
November 2012
The following are now, and have been continuously since the dates of beginning of their
respective current terms of office shown below, the duly elected or appointed, qualified and
acting officers of the City and the dates of the beginning and ending of their respective current
terms of office are hereunder correctly designated opposite their names:
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Beginning Date
Title Name of Current Term
Mayor Norman S. Edelcup November 2005
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City Manager Rick Conner June 2009
City Clerk
Jane A. Hines, CMC
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City Attorney
Hans Ottinot
Ending Date
of Current Term
November 2010
Discretion of
Commission
October 2003
Discretion of Manager
June 2005
Discretion of
Commission
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal-of
the City this 24th day of March, 2010. : . . I f
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City Clerk
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SIGNATURE AND NO LITIGATION CERTIFICATE
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We, the undersigned, DO HEREBY CERTIFY as follows:
1. We did heretofore cause to be officially documented the $15,000,000 Capital
Improvement Revenue Bonds, Series 2010 of the City of Sunny Isles Beach, Florida (the "City")
dated March 24,2010 (the "Bonds").
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2. Norman S. Edelcup, Mayor of the City, has executed the Bonds by his manual
signature, and the Mayor was on the date his signature was placed on the Bonds and is now the
duly appointed, qualified and acting Mayor of the City.
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3. We have caused the official seal of the City to be imprinted on the Bonds, and
Jane A. Hines, City Clerk of the City, caused such seal to be attested by her signature, and said
Jane A. Hines was on the date her signature was placed on the Bonds and is now the duly
appointed, qualified and acting City Clerk of the City.
4. The seal which has been impressed on the Bonds and upon this certificate is the
legally adopted, proper and only seal of the City.
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5. The City Commission, by Ordinance No. 2010-343 adopted on March 18, 2010
and Resolution No. 2010-1538 adopted on March 18, 201 0 (collectively, the "Bond Ordinance"),
has authorized the issuance of the Bonds and the execution and delivery of the Loan Agreement,
dated as of March 24, 2010 (the "Loan Agreement") between the City and SunTrust Bank, and
said Bond Ordinance has not been modified or amended since the date of such adoption.
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6. The City has complied with all of the agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to delivery of the Bonds and the Loan Agreement.
7. No approval, authorization, consent or other order of any public board or body
which has not heretofore been obtained is required for the issuance and delivery of the Bonds or
the execution and delivery of the Loan Agreement.
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8. No litigation or other proceedings to which the City is a party are pending, or, to
our knowledge, threatened, in any court or other tribunal of competent jurisdiction, state or
federal, in any way (a) restraining or enjoining the issuance, sale or delivery of the Bonds or the
execution and delivery of the Loan Agreement, (b) questioning or affecting the validity of the
Bond Ordinance, the Bonds or the Loan Agreement or the covenant of the City to budget and
appropriate from legally available Non-Ad Valorem Revenues of the City amounts sufficient to
pay the principal of and interest on the Bonds, as provided under the aforesaid documents, (c)
questioning or affecting the validity of any proceedings for the authorization, sale, execution,
issuance or delivery of the Bonds or the execution and delivery of the Loan Agreement, (d)
questioning or affecting the organization or existence of the City or the title to office of the
officers thereof, (e) questioning or affecting the power and authority of the City to issue the
Bonds or to execute and deliver the Loan Agreement, or (f) materially adversely affecting the
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City's obligations under the Bond Ordinance, the Bonds or the Loan Agreement, nor do the
undersigned have any knowledge that there is any basis therefor.
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9. The issuance, sale and delivery of the Bonds, the execution and delivery of the
Loan Agreement and the adoption of the Bond Ordinance, and compliance with the provisions
thereof, under the circumstances contemplated thereby, are permitted under the provisions of the
Charter and, to the best of our knowledge without undertaking any independent research, do not
and will not in any way constitute a breach or default under any agreement or other instrument to
which the City is a party or any existing law, regulation, court order or consent decree to which
the City is subject.
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IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal
of the City the 24th day of March, 2010.
(~EAL)
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TITLE OF OFFICE
,y' Mayor
TERM OF OFFICE EXPIRES
November 2010
City Clerk
Discretion of Manager
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CERTIFICATE OF PURCHASER
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The undersigned, on behalf of the Purchaser, SUNTRUST BANK (the "Purchaser"),
hereby certifies and acknowledges in connection with the purchase by it of the $15,000,000
Capital Improvement Revenue Bonds, Series 2010 (the "Bonds") of the City of Sunny Isles
Beach, Florida (the "City") that:
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1. The Purchaser has received executed copies of Ordinance No. 2010-343 adopted
by the City Commission of the City of Sunny Isles Beach, Florida (the "City") on March 18,
2010 and Resolution No. 2010-1538 adopted by the City Commission on March 18, 2010
(collectively, the "Bond Ordinance") and the Loan Agreement, dated as of March 24, 2010 (the
"Loan Agreement"), between the City and the Purchaser, and said Bond Ordinance and Loan
Agreement are in form and substance satisfactory to the Purchaser.
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2. The Purchaser has conducted its own investigations, to the extent it deems
satisfactory or sufficient, into matters relating to the business, properties, management, and
financial position and results of operations of the City in connection with the issuance by the
City of the Bonds and the execution and delivery of the Loan Agreement; it has received such
information concerning the City as it deems to be necessary in connection with investment in the
Bonds; and during the course of this transaction and prior to the purchase of the Bonds it has
been provided with the opportunity to ask questions of and receive answers from the City
concerning the terms and conditions of the offering of the Bonds, and to obtain any additional
information needed in order to verify the accuracy of the information obtained.
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3. The Purchaser has sufficient knowledge and experience in financial and business
matters, including purchase and ownership of municipal and other tax-exempt obligations, to be
able to evaluate the risks and merits of the investment represented by the purchase of the above-
stated principal amount of the Bonds.
4. The Purchaser is aware that certain economic variables could affect the security of
its investment in the Bonds and the Purchaser is able to bear the economic risks of such
investment.
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5. The Purchaser is aware of the terms of the Loan Agreement, including the facts
that (i) the Bonds do not represent an obligation of any entity other than the City, (ii) the
Bonds are not general obligations of the City, (iii) the City is not obligated to repay the Bonds
from ad valorem taxes or any other moneys of the City except as provided in the Loan
Agreement and Bonds and (iv) no covenant, stipulation, obligation or agreement contained in any
documents related to the issuance of the Bonds is or shall be deemed to be a covenant,
agreement or obligation of any present or future board member, officer or employee of the City in
his or her individual capacity.
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6. The Purchaser acknowledges that the Bonds have not been and will not be
registered under the Securities Act of 1933, as amended, or the securities or Blue Sky laws of
any state and is not listed on any stock or securities exchange.
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7. The Purchaser understands that no offering statement, prospectus, offering
circular or other comprehensive offering statement containing material information with respect
to the City and the Bonds is being issued in connection with the Bonds and that it has made its
own inquiry and analysis with respect to the Bonds and the security therefor, and other material
factors affecting the security for and payment of the Bonds.
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8. The Purchaser acknowledges and represents that it has not sought from Bond
Counselor received from Bond Counselor looked or relied upon Bond Counsel for any
information with respect to the City or its financial condition, other than reliance upon the Bond
Counsel opinion.
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9. The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act of
1933, as amended.
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10. The Purchaser hereby certifies that it is purchasing the Bonds for its own account
for the purpose of investment and not for resale at a profit, and it has no present intention of
reselling or otherwise redistributing the Bonds. The Purchaser will not sell the Bonds except to
another institutional or accredited investor who will execute a Certificate of Purchaser in form
and substance identical to this Certificate which certifies that it is purchasing the Bonds for its
own account and not for resale, and will not sell, convey, pledge or otherwise transfer the Bonds
without prior compliance with applicable registration and disclosure requirements of state and
federal securities laws.
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11. Execution of this Certificate is not a waiver of any cause of action that the
Purchaser may at any time have against the City as a result of fraud by the City in connection
with the purchase of the Bonds by the Purchaser.
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Dated the 24th day of March, 2010.
SUNTRUST BANK
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By:
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TAX CERTIFICATE
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The undersigned is the Mayor of the City of Sunny Isles Beach, Florida (the "City"), and
hereby certifies the following with respect to the City's $15,000,000 Capital Improvement
Revenue Bonds, Series 2010 (the "Bonds") being issued on the date hereof. The undersigned is
the official charged with others with responsibility for issuing the Bonds.
1. General
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(a) The Bonds are being issued pursuant to Ordinance No. 2010-343 and
Resolution No. 2010-1538, each adopted by the City Commission on March 18, 2010
(collectively the "Bond Ordinance"), and other applicable provisions of law. Capitalized terms
used herein but not otherwise specifically defined have the same meanings as when used in the
Bond Ordinance and the Loan Agreement, dated as of March 24, 2010 (the "Loan Agreement"),
between the City and SunTrust Bank.
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(b) This certification is made, in part, under 26 CFR Sec. 1. 148-2(b )(2)
relating to "arbitrage bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as
amended (the "Code"). Terms used herein which are not capitalized or specifically defined have
the same meanings as when used in 26 CFR Secs. 1.148-1 - 1.148-11. The undersigned has
investigated the facts, estimates, and circumstances in existence on the date hereof. Such facts
estimates, and circumstances, together with the expectations of the City as to future events, are
set forth in summary form in this certificate. On the basis of such facts, estimates, and
circumstances, it is not expected that the proceeds of the Bonds will be used in any manner that
would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and regulations.
To the best of my knowledge and belief, such expectations are reasonable and there are no facts,
estimates, or circumstances that would materially change them.
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(c) The Bonds are being issued for the purpose of financing a portion of the
costs of development of City property for City parks, and financing architectural, engineering,
environmental, legal and other planning costs related thereto (the "Project"), and paying costs of
issuance of the Bonds.
2. Source and Use of Proceeds
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(a) The proceeds received from the sale of the Bonds will be $15,000,000 (the
"Sale Proceeds") representing $15,000,000 principal amount plus accrued interest of $0.
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(b) $15,000 of the Sale Proceeds will be used within six months of the date
hereof to pay costs of issuing the Bonds.
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(c) The remainder of the Sale Proceeds will be used, together with other
amounts derived from the investment thereof, to pay for costs of the Project. The City
reasonably expects that all such amounts will be fully spent within three (3) years from the date
hereof.
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(d) The Sale Proceeds, together with all amounts derived from the investment
thereof, wilI not exceed by any amount the amount necessary for the governmental purposes of
the Bonds.
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(e) The City has incurred binding obligations to third parties in an aggregate
amount in excess of 5 percent of the Sale Proceeds to acquire the Project. The expenditure ofthe
Sale Proceeds wilI proceed with due diligence to the completion thereof. The City reasonably
expects that at least 85 percent of the Sale Proceeds will be applied to pay costs of the Project
within three years ofthe date hereof.
(f) No portion of the Sale Proceeds or amounts derived from the investment
thereofwill be used to pay debt service on any other debt obligation of the City.
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(g) The City reasonably expects that the Project will continue throughout the
term ofthe Bonds to be owned and operated by the City.
3. Flow of Funds
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(a) The City has covenanted in the Loan Agreement to budget and appropriate
sufficient Non-Ad Valorem Revenues to pay the principal of and interest on the Bonds, as they
become due and payable. Such revenues are required to be deposited in the Bond Fund.
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(b) The Bond Fund has been established to achieve a proper matching of
revenues and debt service within each Bonds year and will be depleted at least once each year
(except for a reasonable carryover amount that will not exceed the greater of one year's earnings
on the Bond Fund and 1/12 of annual debt service on the Bonds). All amounts in the Bond Fund
will be expended to pay debt service on the Bonds within 13 months of the date of receipt thereof
(12 months if the amounts are interest or income from the investment of such amounts).
Amounts in the Bond Fund will be invested without yield restrictions. Interest earnings and gains
resulting from investment of the Bond Fund will be retained in that Fund and used for payment
of debt service on the Bonds.
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(c) The Rebate Fund is not pledged to pay debt service on the Bonds and will
not be available if needed to pay such debt service.
4. Yield Restrictions
(a) The restrictions set forth in this Section 4 apply to taxable investments.
. For this purpose, taxable investments include all investments other than obligations the interest
on which is (i) excluded from gross income for federal income tax purposes; and (ii) not an item
of tax preference for federal alternative minimum tax purposes.
(b) Sale Proceeds and interest or income derived from the investment thereof
. will not be invested in taxable investments that produce a yield over the term ofthe Bonds that is
materially higher than the yield on the Bonds (within the meaning of26 CFR Sec. 1.1482(d)(2))
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except as follows:
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(i) Such amounts may be invested without regard to yield until the
date that is 3 years after the date hereof;
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(ii) Such amounts that represent investment earnings may be invested
without regard to yield for a I-year period beginning on the date of receipt thereof; and
(iii) An additional amount not in excess of $100,000 may be invested
without regard to yield.
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(c) Amounts in the Bond Fund that are not to be used within 13 months of the
date of receipt thereof (12 months if the amounts are interest or income from the investment of
such amounts) to pay debt service on the Bonds will not be invested in taxable investments that
produce a yield over the term of the Bonds that is materially higher than the yield on the Bonds
(within the meaning of 26 CFR Sec. 1.148-2(d)(2)) except to the extent that the aggregate
amount so invested does not exceed the difference between $100,000 and any amount invested
pursuant to the $100,000 exception under Section 4(b )(iii) hereof.
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(d) There are no funds or accounts in existence or that are expected to be
established in addition to the funds referred to herein that are reasonably expected to be used
(directly or indirectly) or that will be pledged (directly or indirectly) to pay debt service on the
Bonds. There are not any amounts that have been reserved or otherwise set aside such that there
is a reasonable assurance that such amounts will be available to pay principal or interest on the
Bonds. In addition, the City has not entered into, and does not reasonably expect to enter into
within the next thirty days, a hedge contract primarily for the purpose of reducing the City's risk
of interest rate changes with respect to the Bonds. If any such fund or account is established after
the date hereof, amounts in the fund or account will not be invested at a yield higher than the
yield on the Bonds to the extent necessary to preserve the federal income tax exemption of
interest on the Bonds.
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( e) There are no amounts held under any agreement requiring the maintenance
of amounts at a particular level for the direct or indirect benefit of the owners of the Bonds or
any guarantor of the Bonds, excluding for this purpose amounts in which the City may grant
rights that are superior to the rights of the owners of the Bonds or any guarantor of the Bonds
and amounts that do not exceed reasonable needs for which they are maintained and as to which
the required level is tested no more frequently than every six (6) months and that may be spent
without any substantial restriction other than a requirement to replenish the amount by the next
testing date.
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(f) There are no amounts that have a sufficiently direct nexus to the Bonds to
conclude that the amounts would have been used for debt service on the Bonds if the proceeds of
the Bonds were not being used for those purposes.
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(g)
The yield on the Bonds for purposes of this Section is 4.22%, computed
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on the basis of a 360 day year for the actual number of days elapsed and with interest
compounded quarterly. For purposes of computing the yield, the issue price of the Bonds is
$15,000,000 (the principal amount plus $0 accrued interest). See Exhibit "A" attached hereto.
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(h) If any taxable investments are subject to yield restriction under this
Section 4, the yield produced by the taxable investments shall be computed over the term of the
Bonds on the basis of a 30 day month and 360 day year and with interest compounded quarterly.
For purposes of computing yield, the purchase price shall be determined as provided in
26 CFR Sec. 1.148-5, and yield reduction payments to the Internal Revenue Service and
brokerage and selling Commissions may be taken into account to extent permitted thereunder.
5. Reimbursement
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The proceeds of the Bonds that will be used for reimbursement of expenditures
paid by the City prior to the date of issuance of the Bonds will be applied only to reimburse
capital expenditures that (A) were paid no earlier than sixty (60) days before the date of the
adoption by the City of a declaration of intent to reimburse such expenditures from the proceeds
of obligations, and (B) are reimbursed no later than eighteen (18) months after the later of the
date the expenditure was paid or the date the Project is placed in service (but no later than three
(3) years after the expenditure is paid). Proceeds used for reimbursement of expenditures will be
deposited in the general fund of the City and will not be used to replace funds of the City to be
used to refund debt of the City to create a sinking or pledged fund for such debt or the Bonds or
otherwise to create replacement proceeds for such debt or for the Bonds.
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6. Qualified Tax-Exempt Obligations
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(a) The City reasonably expects that the aggregate face amount of all tax-
exempt obligations issued by the City during calendar year 2010 will not exceed $30 million.
For purposes of this paragraph (a):
(i) The City and all entities that issue obligations on behalf of the City
are treated as the City, and all obligations issued by any entity subordinate to another entity are
(t treated as issued by such other entity.
(ii) The term "obligation" includes any bond or note (whether or not
recourse), any warrant, any lease purchase agreement, and any other instrument that is treated as
an obligation for purposes of section 103 of the Code, except that such term shall not include:
. any private activity bond (as defined in section 141 of the Code) or any current refunding
obligation;
(iii) An obligation is "tax-exempt" if: (a) interest on the obligation is
excluded from gross income for federal income tax purposes; (b) at the time of issuance of the
. obligation it was represented to the purchaser that interest on the obligation is or may be
excluded from such gross income; or (c) the proceeds of the obligation were derived (directly or
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indirectly) from proceeds of a tax-exempt obligation.
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(iv) An obligation that is part of an issue is a refunding obligation to
the extent that: (a) proceeds of the issue are used to pay principal or interest on an obligation that
is part of another issue; and (b) the amount of the refunding obligation does not exceed the
amount of the refunded obligation (determined at the time of issuance of the refunding
obligation). For this purpose, the amount of an obligation is the stated principal amount plus
accrued unpaid interest (or, if the original issue premium or discount exceeds 2 percent, the
present value of the obligation).
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(v) A refunding obligation is a current refunding obligation if no
portion of the proceeds of the issue of which the refunding obligation is a part is used (directly or
indirectly) to pay principal, interest, or call premium on any obligation that is part of another
issue more than 90 days after the date of issue of the refunding obligation.
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(b) The Bonds have been designated by the City as qualified tax-exempt
obligations (as defined in section 265(b)(3)(B) of the Code) in Section 3.10 of the Loan
Agreement.
7. Miscellaneous
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(a) No more than 50 percent of the proceeds of the Bonds will be invested in
nonpurpose investments having a substantially guaranteed yield for four years or more (within
the meaning of section 149(g)(3)(A)(ii) of the Code). More than 85 percent of the spendable
proceeds of the Bonds (within the meaning of section 149(g)(3)(A)(ii) of the Code) will be
expended for governmental purposes within three years of the date hereof.
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(b) Amounts that are subject to yield restriction under section 4 hereof
(determined without regard to the $100,000 exception) will not be invested (directly or
indirectly) in federally insured deposits or accounts (within the meaning of section 149(b)(4)(B)
of the Code) if such investment would exceed the limit of 5 percent of the proceeds of the Bonds
contained in section 149(b)(2)(B) of the Code.
(c) No portion of the proceeds of the Bonds will be used as a substitute for
other funds that were otherwise to be used as a source of financing for any portion of the Project.
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(d) There are no other obligations of the City: (i) that are or will be sold
within 15 days of the date hereof; and (ii) that are to be paid out of substantially the same source
of funds (or that will have substantially the same claim to be paid out of substantially the same
source of funds) as will be used to pay the Bonds.
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(e) The City has covenanted that the City will not make any investment or use
of the proceeds of the Bonds that would cause the Bonds to be "arbitrage bonds" within the
meaning of section 148 of the Code. No portion of the proceeds of the Bonds will be
intentionally used in the manner described in section 148( a) (1 ) or (a)(2) of the Code.
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(f) The City has covenanted to comply with the arbitrage rebate requirements
under section 148(f) of the Code to the extent they apply to the Bonds. See Section 3.11 of the
Loan Agreement and Exhibit "B" attached hereto.
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(g) The City reasonably expects that at least 75 percent of the available
construction proceeds within the meaning of section 148(f)(4)(C)(vi) of the Code) of the Bonds
will be used for construction expenditures with respect to property owned by the City.
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(h) All investments of amounts deposited in any fund or account created by or
pursuant to the Loan Agreement, or otherwise containing gross proceeds of the Bonds, within the
meaning of section 148 of the Code shall be acquired, disposed of, and valued (as of the date that
valuation is required by the Loan Agreement or the Code) at Fair Market Value. For this
purpose, Fair Market Value means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise the term Fair Market Value means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in
accordance with applicable regulations under the Code, (ii) the investment is an agreement with
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate (for example, a guaranteed investment contract, a forward supply contract or other
investment agreement) that is acquired in accordance with applicable regulations under the Code,
(iii) the investment is a United States Treasury Security-State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public Debt,
or (iv) any commingled investment fund in which the City and related parties do not own more
than a ten percent (10%) beneficial interest therein the return paid by the fund is without regard
to the source of investment.
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(i) The City will use a consistently applied accounting method to account for
investments and expenditures of proceeds of the Bonds. Allocations of Bond proceeds to
expenditures will be made only with respect to a current outlay of cash of the expenditures. The
City will not invest proceeds of the Bonds in a commingled fund in which the City owns more
than 10 percent of the beneficial interest thereof. The City will maintain books and records until
six years after the date of retirement or redemption of the Bonds sufficient to (i) establish the
accounting method used, (ii) account for all investment of proceeds of the Bonds, and (iii)
substantiate the allocation of proceeds of the Bonds to expenditures. In the event such allocations
of Bond proceeds to expenditures are not made within 60 days after the date of five years after
the date hereof, the City will use a specific tracing accounting method to account for investment
and expenditures of proceeds of the Bonds.
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IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of
March, 2010,
CITY OF SUNNY ISLES BEACH, FLORIDA
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EXHIBIT "A"
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ISSUE PRICE CERTIFICATE
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This certificate is delivered in connection with the issuance of $15,000,000 City of Sunny
Isles Beach, Florida Capital Improvement Revenue Bonds, Series 2010 (the "Bonds") being
issued on the date hereof.
SunTrust Bank (the "Bank") does hereby certify as follows:
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The Bank is purchasing the Bonds for its own account and without any
intent to reoffer the Bonds to the public.
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2. The total amount paid as the purchase price of the Bonds is $15,000,000,
representing $15,000,000 principal amount and $0 accrued interest.
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IN WITNESS WHEREOF, the Bank has caused this certificate to be executed in its
name on this 24th day of March, 2010 by one of its officers duly authorized as of such date.
SUNTRUST BANK
By:
rW~r
Da~id K. Ross, Senior Vice President
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EXHIBIT "B"
ARBITRAGE COVENANTS
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The City of Sunny Isles Beach, Florida (the "City") hereby covenants to comply with the
following provisions and procedures to insure that its $15,000,000 Capital Improvement
Revenue Bonds, Series 2010 (the "Bonds"), being issued on the date hereof, in order to comply
with the arbitrage requirements of Section 148 of the Code.
1. Definitions
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G) Capitalized terms used herein but not otherwise specifically defined have
the same meanings as when used in the Tax Certificate to which this document is attached.
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(k) Terms used herein and in 26 CFR Secs. 1.148-1 - 1.148-11 that are not
capitalized have the same meanings as when used in such regulations.
(1) The following definitions apply for purposes of this document:
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"Calculation Date" means the same day in each calendar year selected by
the City and the date the last Bond is discharged.
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"Gross Proceeds" means: (i) all amounts actually or constructively
received from the sale of the Bonds (exclusive of accrued interest) and all
amounts derived from the investment thereof; and (ii) all amounts that are part of
a sinking fund or reserve or replacement fund for the Bonds. Such term shall not
include amounts that are part of a bona fide debt service fund for the Bonds.
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"Rebate Account Requirement" as of any Calculation Date means the
rebate amount with respect to the Bonds as of such date calculated in the manner
provided in 26 CFR Secs. 1.148-1 -1.148-11. Investments need be taken into
account in calculating to rebate amount to the extent that such amounts are
eligible for an exemption from the requirements of Section 148 of the Code under
Section 148(f) of the Code.
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"Rebate Payment Date" means sixty (60) days after each succeeding fifth
Calculation Date.
2. In General
In order for interest on the Bonds to be excluded from gross income for federal
. income tax purposes, arbitrage profits earned from investing all the Gross Proceeds must be paid
to the United States no later than each Rebate Payment Date.
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3.
Rebate Fund and Payment
(a) The City shall calculate the Rebate Account Requirement as of each
Calculation Date no later than fifty (50) days after each Calculation Date.
(b) No later than fifty (50) days after each Calculation Date, the City shall
. deposit in the Rebate Fund the amount, if any, necessary to increase the amount in such Fund to
the Rebate Account Requirement.
(c) The City shall pay any amount required to be paid to the United States
under section 148(f) of the Code out of amounts in the Rebate Fund no later than each Rebate
. Payment Date.
(d) The City may withdraw from the Rebate Fund any excess of the amount
on deposit in the Rebate Fund over the Rebate Account Requirement calculated as of a
Calculation Date.
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Rebate Calculations
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(a) The rebate amount as of any Calculation Date is computed by future
valuing certain investment receipts and payments at an interest rate equal to the yield on the
Bonds computed as of the Calculation Date.
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(b) The yield on the Bonds is 4.22%, computed in accordance with 26 CFR
Sec. 1.1484(c) on the basis of a 360 day year for the actual number of days elapsed and with
interest compounded quarterly. For purposes of computing the yield, the issue price of the
Bonds is $15,000,000.
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(c) The City shall: (i) if necessary, retain an experienced professional to
perform calculations relating to the Rebate Amount; (ii) consult legal counsel experienced in
matters relating to calculations relating to the Rebate Account Requirement to resolve issues that
may arise and for which it is necessary to consult legal counsel; and (iii) retain all records with
respect to the calculations and any payments to the United States for at least 6 years after the last
Bonds is discharged.
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(d) Payments to the United States shall be filed with the Internal Revenue
Service Center, Ogden, Utah 84201 on or before the payment is required to be paid and shall be
accompanied by Form 8038- T or such other form as is prescribed for such purpose.
5. Investment Restrictions
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(a) No investment of Gross Proceeds (other than a United States Treasury
security of the State and Local Government Series) will be acquired for an amount in excess of
its fair market value or sold or disposed of for an amount less than its fair market value.
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(b) The City shall not enter into any investment contract to invest Gross
Proceeds unless: (i) the City makes a bona fide solicitation for an investment contract with
specified material terms and receives at least 3 bona fide bids from different reasonably
competitive providers of investment contracts that have no material financial interest in the
Bonds; (ii) the City purchases the highest-yielding investment contract (net of broker fees) for
which a qualifying bid is made; (iii) the determination of the terms of the investment contract
takes into account as a significant factor the City's reasonably expected drawdown schedule for
the funds to be invested, exclusive of amounts deposited in debt service funds and reasonably
required reserve or replacement funds; (iv) the terms of the investment contract are reasonable,
including collateral security requirements; (v) the obligor on the investment contract certifies the
administrative costs (including any broker fees or commissions) that it is paying (or expects to
pay) to third parties in connection with the investment contract; and (vi) the yield on the
investment contract is not less than the yield then available from the obligor on reasonably
comparable investment contracts offered to other persons, if any, from a source of funds other
than gross proceeds oftax-exempt Bond.
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(c) The City shall not use Gross Proceeds to purchase a certificate of deposit
that is not actively traded in an active secondary market if the certificate of deposit has a fixed
interest rate, a fixed principal payment schedule, a fixed maturity, and a substantial penalty for
early withdrawal ("CD") unless the yield on the CD is not less than: (i) the yield on reasonably
comparable direct obligations of the United States; and (ii) the highest yield that is published or
posted by the provider to be currently available from the provider on comparable CDS offered to
the public.
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(d) The City will first consult with Bond Counsel before entering into any
swap agreement with respect to the Bonds.
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IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24th day of
March, 2010.
CITY OF SUNNY ISLES BEACH, FLORIDA
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ADORNO &. Yoss
A LIMITED LIABILITY PARTNERSHIP
2525 PONCE DE LEON BOULEVARD, SUITE 400
MIAMI, FLORIDA 33134-6012
PHONE: (305) 460-1000, FAX: (305) 460-1422
WWW.ADORNO.COM
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JEFFREY D. DECARLO
March 24, 2010
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CERTIFIED MAIL
RETURN RECEIPT REQUESTED
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Internal Revenue Service Center
Ogden, UT 84201
Re:
$15,000,000 City of Sunny Isles Beach, Florida
Capital Improvement Revenue Bonds. Series 2010
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Gentlemen:
DIRECT liNE: (305) 460- I 276
EMAIL: JDC@ADORNO.COM
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Enclosed herewith please find Form 8038-G, Information Return for Tax-Exempt
Governmental Obligations, for the above-referenced bond issue. Please stamp this letter
"received" and return same in the enclosed self-addressed, stamped envelope.
Thank you in advance for your consideration.
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Very truly yours,
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Jeffrey D. DeCarlo
JDC/ gr
Enclosure
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Form 8038-G Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e) OMS No, 1545-0720
(Rev. November 2000) ~ See separate Instructions.
Department of the Treasury Caution: If the issue price is under $100,000, use Form 803B-GC.
Intemal Revenue Service
I Part II Reporting Authority If Amended Return, check here ~ 0
1 Issuer's name 2 Issuer's employer identification number
City of Sunny Isles Beach, Florida 65-0784647
3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number
18070 Collins Avenue 3 2010-1
s City, town, or post office, state, and ZIP code 6 Date of issue
Sunny Isles Beach, Florida 33160 03/24/2010
7 Name of issue 8 CUSIP number
Capital Improvement Revenue Bonds, Series 2010 N.A.
9 Name and tille of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representati'v'e
Rick Conner, City Manaqer 305-792-1775
I Part III Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 o Education. , , , . , , . . . . , . . , . . , . , , , , . . , . . . . , . . . , . , , . . . . , , . . . . . . . . , . , . , . . , , , , , , . 11
12 o Health and hospital. . . . . . . , , . , , , . , , , , , , , , , , . . , . , , . . , , . . , . . . , . , . . , , . , , . . . . , , , , , 12
13 o Transportation ............................................................. . 13
14 o Public safety. . . , , , . . . . , . , , . . , , . . . . . , , . . . , . . . . . , , . , . , . , . , , , , . . , . . . , . . . . , . , . , , 14
15 GJ Environment (including sewage bonds) . . , , , . . . , . . , . . , . , , , , . . . . , . . . , , , . , , . . . , , , , , . , 15 15 000 000
16 o Housing, . .. . , . , .. , , , . . . , . , , . . , . . , . .. ., . , . , . , , , .. . , .. .. . . . . , . , " . , , ., .. . , , , 16
17 o Utilities, , . . . , . , , , , , . , . . , . , . , , . . . . . . , . . , , , , . . . . . , , . . . . . . , . , , , , , . , . . . . . . , , , , , 17
18 o Other. Describe ~ 18
19 If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box, , , , , , ~D
20 If obligations are in the form of a lease or installment sale, check box ................ . ~D
I Part 1111 Description of Obligations. (Complete for the entire issue for which this form is being filed.)
(a) Final maturity date (b) Issue price (e) Stated redemption (d) Weighted (e) Yield
price at maturity average maturity
21 03/24/2025 $ 15,000 000 $ 15,000,000 8 . 6 years 4.22 %
!PartlVI Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest, . . , , , , . . , . , . , , . , . . . , , . . . . . . . . . . . , . . , . . . , . . . . , . , . . 22 0
23 Issue price of entire issue (enter amount from line 21, column (b)) . , , . , , , . , . , , . . , , , , , , , , , , . , 23 15 000 000
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 15 000
25 Proceeds used for credit enhancement, , , , . . , . , . , , , , . , . , , . , . . . . . . 25 n
26 Proceeds allocated to reasonably required reserve or replacement fund . , 26 n
27 Proceeds used to currently refund prior issues , , , , , , . . , , , , , . , . . . , . , 27 0
28 Proceeds used to advance refund prior issues , , , , , , . , , , , , , , , . . . , . , 28 0
29 Total (add lines 24 through 28) . . . , . , , , , , . . , . , , , , . , . , , , , . . . . . . . . . , , . . , , . , , , . , . . . , , , . 29 15,000.00
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) , , , . , . , . 30 14,985,000.00
I Part V I Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded, . , . , , , . . ,. ~
32 Enter the remaining weighted average maturity of the bonds to be advance refunded, , , , . , , . . " ~
33 Enter the last date on which the refunded bonds will be called , . . . . , , . . , , . , , , , , , , . . , , , . , .. ~
34 Enter the date(s) the refunded bonds were issued ~
years
years
I Part VII Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) ........ . 35 0
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) ,... 36a 0
b Enter the final maturity date of the guaranteed investment contract ~
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units , . , , , , , , , , , 37a 0
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ Dand enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(lIl) (small issuer exception), check box " , , , . , . , , , , ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box, , , . , , , , , , , , , , . , . . . , , . , , , , . , , , . , , , ~ 0
If the issuer has identified a hedge, check box , . . . . , . , , , . . . . , , , , . . , . . . . , , . . . , , , . . . . , , . , , , . . , . . , , , , , , , , , . ~ 0
Under penalties of perjury, I declare that have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief,
tire ~. orrect;;;a. nd c mplete,
Norman S. Edelcup
~ ~ Mayor
,. Sign ure of issuer's auth rized repre ,. Type or print name and title
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Sign
Here
For Paperwork
STF FED6403F
ISA
Form 8038-G (Rev. 11-2000)
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CERTIFICATE OF CITY AS TO COMPUTATION
OF INTEREST RATE IN COMPLIANCE WITH
SECTION 215.84(3) FLORIDA STATUTES
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The undersigned, Mayor of the City of Sunny Isles Beach, Florida hereby certifies that (i)
the City's Capital Improvement Revenue Bonds, Series 2010, (the "Bonds") are being issued and
sold as a single registered Bond maturing on March 24, 2025 in the aggregate principal amount
of $15,000,000 on this date, (ii) such single Bond bears interest at the rate of 4.20 % per annum,
(iii) as evidenced by the attached copy of a page of The Bond Buyer published on February 26,
2010, the average net interest cost rate, computed in accordance with Section 215.84(3), Florida
Statutes, by adding 300 basis points to 4.36% ("The Bond Buyer 20 Bond Index" published
immediately preceding the first day of the calendar month in which the Bonds is sold) is 7.36%,
and (iv) the interest rate on the Bonds does not exceed the average net interest cost rate.
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Dated as of the 24th day of March, 2010.
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CITY OF SUNNY ISLES BEACH, FLORIDA
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Mclf,ket$tatistj("::s
Tuesday, MarCh 2,2010
www.bondbuyer.com
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Current Previous 2010 2010
Weekly 2125/10 2/18110 High Date Low Date.
Bond Buyer Revenue Bond Index, . , , , , . , 4,94% 4,97% 4,99% (1/28) 4,91% (1/21)
. Bond Buyer2G-Bond Index.",.,..,.,., 4,36% 4.38% 4,39% (1/28) 4,30% (1/21)
Bond Buyer 11.Bond Index""...."". 4,07% 4,09% 4.10% (1/28) 4.02% (1/21)
Bond Buyer One- Year Note Index, , ,. , . , . 0.41% 0.48% 0.49% (1/27) 0.41% (2/24)
Wk of 3/5/10 Wk of 212&'10 Wk of 2119110 Wk of 2/27109
New-lssue Sales ($ mills) ESltMATE ACTUAL REVISED REVISED
Long-Term Bonds, . . . . , . . , , . . , . . . , , , , . , . . $6,282,9 $6;251.9 ' "$7,760,3 $6;443,0
Negotiated Bonds , , , . , . , . . . . . . , , , . . , . . . . . 5,905.4 3,738.7 6,972,0 5,583,3
. Competitive Bonds, , , , . . , , , , , .. . , , .. , , .. , . 377.5 2,513,2 778.4 727,6
"- Short-Term Notes. , . , . . , . , , . , , . , , . . , . , . , . 340.3 153,5 172.1 439,1
Long-Tenn Bond Sales Thru 3/5/10 Thru 212&'10 Thru 2119110 Thru 2/27109
Month to Date .. .. .. .. , .. .. .. .. . .. .. . .. .. $6,282.9 $25,092.4 $18,840,5 $23,378,1
Year to Date, , . , . . . . . , , . , . . . , , , . . . . . . . , . , 63,929,2 57,646,3 51,394.4 46,534,2
This week's vOlume excludes sales expected to close on Friday, Next week's estimated volume excludes bond offerings on a .day to
. day' schedule,
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RECEIPT FOR BONDS
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SUNTRUST BANK hereby acknowledges receipt of $15,000,000 aggregate principal
amount of City of Sunny Isles Beach, Florida Capital Improvement Revenue Bonds, Series 2010.
IN WITNESS WHEREOF, I hereunto set my hand this 24th day of March, 2010.
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SUNTRUST BANK
By:
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.. . fat ... p'licao 0" cbmoration~~presently,35%. If: L ~i7= '1-1': r I.i -., ':T" ~71 ~. d ~!";.,. -if::'. 11::- - (1:-::
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, (5)i"" .'lPreference:Redtfction~Rate':!means.the)percentage redu'ction'to'be aDplied:~ '..-I (:
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: ': j-~ i:~ ~:, I J - / .~~0,1e)1~p:r~s~e~tIy ~9~j!IL.tr~~::~?nd, iIh~,~9i~!lf~.sfJS: h?~ib.:e.:~.:gV~ltp1?:~~fl-~:~ipPl~.. ~~. II~~.~
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. 1._ < .! I ;; 'befdeell1~a-to incr1ase.frbnU'renty,percfnt Q~O%) to,bnf,Hundred perc.elnt~(rOO%):11 r~." I_ -:~:; t
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el! ,I :.~ J! :' the ~pplicable'Prefei.s:l}ce R~dlJ.ctioii:Rate:::", '1:::::1'::..' f II: - ,: 1- II:" II'; ....., i !!.: , ~,i I }!. ii, .,_
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If for any reason the interest on this Bond..becomes,includable in the gross income of the
holder oJ this Bond for F~deral income tax purpo,ses (a~ "Event of T~xability"), this Bond shall
bear interest from th~ earliest effective date of such Even\ ofTflxa~ility a~ a rate per annum equal
to the interest rate otherwise borne by this Bond rpultiplied by 1.5247. In addition to the
foregoing, the City I shall, p~y ady additipns to tax, penalt'ie~ and interest, and any arrears in
interest. imposed upoh the holder of this~ Bond on account. of an Event of Taxability: All such
~ddltional, intere~t, a~ditipn~ to ta~ and penalties ~h~ll! b~l~~id ?n Ithe nex~ ~~cceeding Bond
Payment Date JOllOWIllg the date the holder,was advIsed of such Event ofTaxabIhty.
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No Event of Taxability'shall be deemed to occur, unlbss the City has.:been given timely
written notice of ~UG~ o~cuiTerice by the Holder of tl).is 'Bond aiid, to the extent permitted by law,
an opportiui.i!y t~ partic!Rate in and !~eek, at the City'so~h expel}s~, 8; final 'a~ihistrative
determination py the IntemaI Revenue Service 01': det~lll1inatio~ b~, ~_ court 'of c~mp~tent
juqsdiction,€from, whichno~furth.er.right of appeal exists) as tq lthe o'ccurrenc~ 'qf sl,lG.h Event of . _ .
Taxability; provided thaf the pty; lat -its, own expense; idelivers to the Hold~r of this Bond an
opinlori of bond co'unsel acpeptaWe to. such H'older to the" effect that S~Gh' ~ppeal or a~tion for
judicial or a'dministrative review'is not without merit and th~re is a rea~onable 'possibility that 'the'
judgment, order~, ruling or'oeclsion from which. s~ch appeal dr aCtion for judicial of..
administrative review is t~ken will be reversed, vac~ted dr otherwise set aside. '
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The fnthest rat~ borne by I thi~ Bond. sh~ii ~IS6 be adjusted !au!omatical!y ,as of the .
effective date of. anych~ngel in v the Maximum. I Corporate: Tax Rate or. in tpe Pr~(erence -
Reduction Rat_e, to the proquct obtained b:y, multiplyi:t;l!i 'th~ rat,~ of ipthest 'onthe ;Bdnd~ .by a -;
fraction, the 'numerator of which is' equal to, th'e sum of '(i) the product 0"[ the Fully Taxable
Equivall1nt' .tifu~SI 1 I}1inus the "'~1fl~imum Cbrporat~ Tax ~~te in effect as of the. date' of
'}djustment, plus (iir th'e T:EFRA -A-,djustm'ent in effe~t\ .~s :.0/1 t4~. ,da.te of adjustmel)t~ and the
denominator of which ' is.:..equal' to the ~sum, of (i)-the prodiid of the.fully Ta:?C,able Equivalent
times 0.65, plus (ii) the T$FRA Adj~stment' in effect on the date ofissuaqce ofthe Bonqs:' ,
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A certificate of the-Holder, as/to any such,additionat ~mp~nt or~ariiounts, in the a\Jsence of ~.:
. . I l . I. 1_. I .' .' _I ., .. " " _ .' . . '
mamfest err~r, shall b.e !final.and~ ~O~clrsIve. In, .deter~Il1nlI~g such' azpount, the Holder may u~e _' .: i 'I
any reasonaole averagmg'ana attnbutlOil methods. !. I. '
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The principalton this Bond shall be due and payable10n January 1, April,l, July 1 and. I~' .
. '1 -, -', . t -, ." . -' · - ~. '. ~ '. .
O~lob~r'l of e:~ch, year (~~c.h? a "Bond faYn1erit pate';), Degi~ing 09tober 1,.201 O,'through and: ! ~,.! r
'inc1U;ding March 24, '2025j(the '~Matutity Datf'~r(ex~eptlthat! tti(q~st,:p,<iyment~~Vf bell}1atle'on ;~ i i; .
t~y MatUrity;Date)~ in the'~II?bunts s~fforth q:i1 ~he p.ayin.~~t!schedule attatped'heret<J.: I I 1-
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Ip.ter~st..on this Bond! s.hill~ be due anp Pfyabl~ gp each ,BoUd Payment ba'te, b~ginn(~g ~
Oct?be~ 1'12010, thrgl!gh. ~d inG~ud.ing the Maturi~y..J?-.~te:(except that the l~stp,\~ent will b~_ .
mape on the' Maturity Date)~' 'The, entir.e unpaid p'rincjpal'balance, together with, all accrued, and .
~:ppa!ir interest ;her~qn, snall"be due a~d pay~bie in' fulI" bl}' the Maturity; Date. , AI!ipayment~ ~y.-
tJIe, City'pUI:suaqt to tpis -Bond shall apply ,firs~-t6'~ccI1,1ed interest, then to other ,charges due the
,!3~, aqd ih~ ?~lanqe 't4~feof shap app~y to ~qe;p:rinci~al SUIp qu~e. \
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. _ FJ~6~,tW_~ ,(2),B.~sinj~srr;>~y~ WiQf ~i~~I)'n~,t!b~ t~'.the H~I.qer"the9ty I?a~prepax
amounts.owIllg under, thIS Bond at'any tIme and from-tIme to tIme. Such prepaYIVent notIce shall
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specify the ~ouqt df.the pr~p~~~nt which is t9, be ~ppli~9:~ In the event of prepayment while
SunTrust Balik (the "B.ank"Y is the Holder ofrtpis Bond, the City may be required to pay the
'Bank an ad4~h~naL fee (~ prepaymeqt dl(~~ge) deterip{ned in the J:l1aAner provided belo,w, to
compen.sate the, -s'allk for aU. 'losses, 'costs and': expenses' incurrea. in- conn~ctiolJ.' with: such
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prepaYment. THe fee shall be.equal to the present value of the difference betWeen (1) the amount'
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that would have b'een realized by the Bank on: the prepaid amount for the remaining term of the
Bond 'at the the.~ ~~ll:rerit ate;of ii1ter~st on_ thJ B~l!dsiarid, (2) the amount th~t wo~td~ be r~ilized
1?y th~ Ballf.by reinvesting .such prepaid funds' for tpe rem~ining term of theJ3(?!1p.i~t the F.~der:il
Reserve H.15' Staiistica\ Release rate for~fixed-nite payers ip.interestrate s~aps: interpolated to
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the nearestl month~ .tliat was in 'effect tru;ee Business.Days prior to the Bon~ prertaytl\ent crate;
I r . " _ '. -' ! . ' " II " I ! .' L I - ~ " 'I _ II ~ ~. .
90th ~isco.untedr:t ~~e s~;e. 'interest utili1~~ in de~ermini~g .the, applicable at~ount in (f): Shoulq
the.pre~~nt ~ahJe'r'J.yeno, ,value or a negat)veivalue, .\he, CIty may repay, Wltp no addlt1onal~ee.
SHJii.1~ 'the, R~d,~ral Res~~eno lon"ger, r~lease,nNe~.f9r fi?Ced-rate paye~s in interest nite swap~;
t~e ~!nlphay subs~itute< tl1e Federal' Re~erv~ H.l ~ Statistical Rely~se:with flIldtqensimilar index.
7~e ~~~. sh~~l~ ?roWde l~he City, w.ith ,a wiitt~n sdt~~e'nt; explfidirig th~ ,calcp.lat.io~ of tlle
f prerrllum due, Whlch'statement shall; III absence ofmamfest error, be conclUSIve and bIlldmg.
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Partia\ pte~~yrii<=:nts lllaX be;mape; subject to a'prep~ym~rit char!?e base~ upon the same
calculation inethoaolo~y, described, above. Any partial prepayment shall be applied to
instailmerjts'ofpriqcip"al id tpejnv.~rse order,qfo1l}atliri.t~:an<d shall not po~tpode the due dates of,
. or'reFevlelthe aif1bu~v~ 'oF ~y!~chepulep i~Q._st~lllne..n{PfyP.ients dpe hereunder. Any a}TIounts
prepaid!hereupder; may' not bere-porrowed; For/purposes of the preceding paragraph, the term
BusineSs Day shall m~ean anY day other than a;S~turday, ,Sunday or legal holiaay or other day on
, .' ". t.., "" j Iii I !" _ '. ~ _~ $ I'to.... t.
.\ which~thfeJ~~j~:a.uthorize1:orre~uired to flose. .'
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. ::: Ipter~~t'atlthe le~s'er .of 1}% per annum'.orthe maximum lawful rate per annum shall be
p<!Y.~bl~ or- tije ,.entir~ prinfi~~~ bal1vce 9wingihe~eunde~ frbr; and after'the occurrence of and
dunng the~contIlll;latl9l)., of an Event of Default u~der! tile Loan Agreeme,nt Jbut only'after the
pass4ge of' any fpplicable: gra~e period pelJPittecJ f?r such Event of Default), irrespective of a
de~laratibn o:fmatUrity.,. !"! t ! ".! '
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,! rh~~ity..t6' the ex'te'rit peqnitteo by law her;eby waives pre~entment, demand, protest and
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. . notice of dishonor., ,~' ! , . j " .
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.' ""Thjs Bopd is:issued pur~uant:to'(i) ari'Ordinance'and a Resbluiion,'b'othduly adopted'by
: I i the. City :on~Mar~H '18, 20 i'o I( coi1~Ctively, the:t'Bbrid Ordinance"), for\ thepurpo;;e of finap.ciI)g a
. . .. i '" .. ..... .. ; t _ ~ .. t . . _ r l ~ w ". _ _ _ '_ _" ,
pOr!io~o.f the 1;:;C?~ts,o('d~,ve~opmerit of CitYP,foperty ~6r qty parks.to :be i\ocated on Coll,ins
I Ave!1We' ~V~ ;S:qnny ISles'~ol!l.ev.ard,,, finaI1cing arc?ites:!u~al, engiI1eering, enviro~mental, legal
anp other, Ipl~nn.iiig' b?st~ 'lelated'$h~ieto, and.. payiIlg, cqst~ of issuan~e 'of th~ bonds (the
"Projech'), ,-lnd. (ii) i- ~6ap. ,Agreemerli,"dated:Of.even' qate herewith, betweep ,the City and the
, ,.,- ( -, v. I I ~ I !" 1 ( , I! - i _ . I ' 'I
Bank (the "Loan, Agreement'') and is subject to. ,all the terms and, conditions of the Loan
. A~fef.rri~~r,l~!~ t~,misi ttpjI!Clit1?rls ap4:p.rp'y,!siorts.o}th~ Uban Agre~inenrare ~y this reference
ther~tQ ~ncorp,or~trP hereih:,~~'.i'pillrt'o~thisl3giift! Tenps u~ed hep~in~in capitalized form and not
" .~thewi~~-1efin~.d 'he~ein ~1?l1,t\ay~. f\i~ Ji1pl!.1i~g~ ~s,qiibed thereto,in thb L9.en {\~1l1ment.
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. ~ t . i., ,Th~ ~itYi lj~Sl CdV~~Ir~h,ed ~n? agr~ed jh~ tne 'yQap ~ir~'eIl}ent t~ fppropgate in_ i~s annual
buqg~t;-by ~~endm!"I' eAt,: ifn~se~~~~y,fr<im 1'{9plAd ~~ilo}~I\1 ~e~e~ue~~I~!Vfullyav(lilaJ:>!e ,in eacq
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Fiscal Year, amounts sufficient to pay the principal and interest due on the Bonds in accordance
with its terms during such Fiscal Year. "Non-Ad Valore!llRevenues" 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 en real or personal property
which are legally available to make the payments required ul}der the Loan Agreement; but only
after provision has been made by the City for the payment of all essential or legally mandated
services. Such c,ovenant and agreement on the part df the City to budget and appropriate such
amounts of Non-Aq Valorem Revenues shall be cumulative to the exten.t not paid~ and shall
continue until SU9hiNon-Ad Valorem Revenues or other legally avalIable funds in amounts
sufficient to make ,'1-11 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, nbw provided. or maintained, by, tp.e City, which generate
N9n-Ad Valorem Revenues. .
Sucn covenant to budget and appropriate do'es,not create any lien upon Qr pledge of such
Non-Ad Valorem Revenues, nor do~s it prec1upe the City from pledging in the ,future its Non-Ad
Valorem Revenues, nor does it require the City Jo levy and collect' any p.,articular Nqh-Ad
Valorem Revenues, nor does it give the Bond Holders 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 inStIl respects to the payment of obligations secured by a
pledge of such Non-Ad Valorem Revenues heretofore or ,hiieqfter 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 tl1e ,manner stated in the
Loan Agreement shall have the effect of making available in the IT,lannerdescribed herein~N9n-
Ad Valorem Revenues and placing on ,the City a pqsitive duty to appropriate and budget, by
amendment, if necessary, ?ffiollnts !?ufficient -to meehtsfobligatio~s under the Loan Agreement,
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subject, however, in all.respects 1.0 the teqn's of the Loan .Agreement; and: subject, further, to' the
payment, of serVices aI].d prograIl}s wh,ich' ar~ for essential public purposes af{ecting the health,
welfare and safety ofthe inh'abi~ahts ofth,e City or wpich ~re lrgally man~a,ted by applicable law. '
.. ,
Reference is herel?Y made to the Loan Agreerv-ent.for the .provlsions, aI110ilg others,
relating to the terms, lien and security ,of<th~ Bonds, tD:'e custody arid application of the proceeds
· of the Bongs, ,the rights an91~re~edies of th~ Hqld~r. ofdhe Bo~Cls'j ~ndi"t1ie exteriCof and
limitatiopJ on the City's'rightst duties arid ,obligations, to all of which 'provisio~s the 'Holder
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hereof for ,himself a:qd his succ~;s~rs in interest asse~t(by ,a,~c~ptance:,<?\ ~his ~onsl. o'.!
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THIS BOND SHALL NOT BE/DEEMED TO CONSTITUTE. A GENERAL DEBT OR
""it ," ~ -- ~....p. tJ ,;I! _ r.'~ \... .
KcPLEDGE OF THE FAITH.,~_.C~D,I::r QJ; THE 'CITY, OR A BEBT OR.-,PLEDGE,gF
TH~ FAITH AND c:REDI~ O~ THE SfA1~ OF F~ORIDA OR, ~ PQPJICAB
SUBDIVISION THEREOF _WITHIN THE ME~NING OF ANY' CONSTITUTION1\L;,
~ _ ,~, '~,_.... L I, ,_i t.. __, '!: _ ," ~. .
:r"EGISL~,TIVE OR' CHARTER PROVISION'OR I:.IMITNfION, l\NB IT IS 'EXPRESSLY
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AGREED BY THE HOLDER OF THIS -BOND THAT. SUCH HOLDER SHALL NEVER
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HA ViE THE RIGHT, DIRE'crL Y ORl INDIREGTLY, TO REQUIRE OR COMPEL THE
EXERCISE OF THE.AD VALOREM ~TAXING POWER OF THE CI.':fY OR ANY OTHER
"J _ _ ' [ .. .. j ... _ '. , ~.., ' ,..._
Pc;>qTICAL SUBDNISI.oN 9r,!,H,E STA,T~~OF ItLOJ,UD1\ OR TAX1}TlO~ ~iANYFO~,
ON ANY REAL :OR PERS0NAL PROPERTY FOR THE'P A YMENTOF THE PRINCIPAL
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OF;'pREMIUM, If ANY, AND INTEREST ON.THI~ 'BOND,dR-FPR THE pAYIy1ENT QF
ANY OTHER AMOUNTS PROVIDED FOR: IN THE LOAN/AGREEMENt. .
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I It is further agr~ed hetw6en.the City ana the ,Holder oftl;1is !3o~d' that ~~ither;the ine~bers
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, This Bdnq" may be exch~ged or twnsferred by the. Balik ,neh:of tiu1t 0111y upon the
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required 'to exist, happen :and' be ~Re}formed prececteht t6 i and.in -the el~ri '. ~hyetytand: the
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I ,IN 1 WIT~SS ~~~~F, :he; City of Sunny llsles' Beach, ~ Jorida' h~~ca~se'h t~ij B~nd
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sIgnature of Its Clerk and ,Its corporate seal or. a 'facSImIle thereof affixea \hereto,~ all as of thIS
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FORM OF ASSIGNMENT
.
FOR V ALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Bonds and all rights
thereunder, 9-nd hereby irrevocably constitutes and appoints
attorney to transfer the within Bonds in the
books l\ept by the City for the registration thereof, with full power of substitution in the
premIses.
.
Date:
SOCIAL SECURITY NUMBER OR
FEDERAL IDENTIFICATION
... ~ ' .
NUMBER OF ASSIGNEE
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NOTICE: The signature of this
assignment must correspond with the
naI1].e as it appears upon tl1-e within
Bonds V1 every particulate, or any
change -{.vhatever.
.
[Form of Abbreviations]
.
The following abbreviations, when used'in the inscription on the face of the within
Bonds, shall be construedtas though they were written out in fu,ll'according to the applicable laws
or regulations.
..
I
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the
UNIFORM TRANS MIN ACT -
UnifoI1l).cTransfers to Minors Act of
right of survivorship and not as tenants in common
Custodian for (Cust.) (Minor) under
(State).
.
Additional abbreviations may also be used
though not in t,he above list.
Name and address of assignee for payment and notice purposes
Notice:
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Payment:
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Date:
,
. Assignee:
'By:'
Title:
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{M1887766_1}
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t J'?46;~7qJ9-:_ p6..1,0}.~,~79;_. f 325,.191.40 ~1,678,217.16 __.lr
~" 1 ~ ,...".. i f ._.." .... , ~ ~ "',. ~ '.-AI ,I _ .. ,f! t .;"
",346;227.<19.. '/'" '17,62b28 :PS,605.91,. 1,3;t.9;~H:25. 'I
-~46,~~7~+9(! ~ .': ;:iKifO~~r; i ,- 332,o'5?j27 ; i,Oi7,~5f98; u ..II
, 346i227.T9." ~ 10;684}33 j'" 33?;512:~6682,OJ2.12 ~ ;~.
~ .! ,1 ;3~.4:90'8~7:~ f 1 ~ I ,~3:5tif~?; , 1,321,396:44' . ~ · c 1" ,. ft I
, , " -! 1,-" . ,-, !;.,' · t ~ '-' 0' . ~"-:. f
t <I"" ! l: ~~ .~ - ., t ~..- J t '. - ... .. ,f t 1
q i "';' ~ j , t ~ ~ ~ ..!
!.." ... ~ \ : I:
1,578,;345:84,
! 7,311,691:28;
7,042,236.85
6,769,953.15
6,494,810:47
6;216,778;79 "
5,935,827.78
5,651:,926:78
~ .
5,365,044:82
~ . . Ii. I
5,075,150.60
4,~~g,712.49;'
4,486;198:53
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# Date Payment Interest Principal Balance,
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58 1/1/2025 346,227.19 7,161.13 339,066.06 342,946.06
59 3/24/2025 346,227.19 3,281.13 342,946.06 -
2025 Totals 692,454.38 10,442.26 682,012.12
Grand Totals 20,427,404.21 5,427,404.21 15,000,000.00
Last interest amount increased by 0.28 due to rounding.
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{MIRR7766_1}
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ADORNO &. Yoss
A PROFESSIONAL ASSOCIATION
2525 PONCE DE LEON BOULEVARD, SUITE 400
MIAMI, FLORIDA 33 I 34-60 I 2
PHONE: (305) 460-1000, FAX: (305) 460-1422
WWW.ADORNO.COM
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March 24, 2010
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The City Commission of the
City of Sunny Isles Beach, Florida
Sun Trust Bank
Miami, Florida
.
Re:
$15,000,000 City of Sunny Isles Beach, Florida
Capital Improvement Revenue Bonds. Series 2010
Ladies and Gentlemen:
.
.
We have acted as Bond Counsel in connection with the issuance by the City of Sunny
Isles Beach, Florida (the "City") of its $15,000,000 Capital Improvement Revenue Bonds, Series
2010, initially issued and delivered on this date (the "Bonds") pursuant to the Constitution and
laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as
amended, the Charter of the City and other applicable provisions of law (collectively, the
"Act"), and Ordinance No. 20 10-343 and Resolution No. 2010-1538, both adopted by the City
Commission of the City on March 18,2010 (collectively, the "Bond Ordinance").
.
We have examined the Act, the Bond Ordinance, and such certified copies of the
proceedings of the City and of such other documents as we have deemed necessary to render this
opinion. As to the questions of fact material to our opinion, we have relied upon representations
of the City contained in the Bond Ordinance and in the Loan Agreement, dated as of March 24,
2010 (the "Loan Agreement"), between the City and SunTrust Bank, and in the certified
proceedings and other certifications of public officials furnished to us without undertaking to
verify such representations by independent investigation.
.
Based on the foregoing, we are of the opinion that, under existing law:
1. The City is duly created and validly existing as a municipality under the
Constitution and laws of the State of Florida, with the power to adopt the Bond Ordinance, to
perform its obligations thereunder and to issue the Bonds.
.
2. The Bond Ordinance has been duly adopted by the City and constitutes a
valid and binding obligation of the City, enforceable in accordance with its terms.
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3. The Loan Agreement has been duly authorized, executed and delivered by
the City and constitutes a valid and binding agreement of the City enforceable against the City in
accordance with its terms.
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1 M 1886561_2}
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The City Commission of the
City of Sunny Isles Beach, Florida
SunTrust Bank
March 24, 2010
Page 2
4. The issuance and sale of the Bonds has been duly authorized by the City.
The Bonds constitute valid and binding limited obligations of the City, payable in accordance
with, and as limited by, the terms of the Bond Ordinance and the Loan Agreement, solely from
legally available Non-Ad Valorem Revenues (as defined in the Loan Agreement and the Bonds)
of the City budgeted and appropriated annually by the City for such purpose. The Bonds do not
constitute a debt of the City within the meaning of any constitutional or statutory provision, or a
pledge of the faith and credit of the City. The issuance of the Bonds shall not directly or
indirectly or contingently obligate the City to levy or to pledge any form of taxation whatsoever
therefor nor shall the Bonds constitute a charge, lien or encumbrance, legal or equitable, upon the
property of the City, and the owner of the Bonds shall have no recourse to the taxing power of
the City.
5. Under existing statutes, regulations, rulings and judicial decisions, interest
on the Bonds is excluded from gross income for federal income tax purposes. Interest on the
Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations and is not taken into account in determining adjusted
current earnings for purposes of computing the alternative minimum tax imposed on corporations
under the Internal Revenue Code of 1986, as amended (the "Code"). Ownership of the Bonds
may result in collateral federal tax consequences to certain taxpayers. We express no opinion
regarding other federal tax consequences resulting from the ownership, receipt or accrual of
interest on, or disposition of, the Bonds.
The opinion set forth in the preceding paragraph assumes continuing compliance by the
City with certain requirements of the Code that must be met after the date of the issuance of the
Bonds in order for interest on the Bonds to be excluded from gross income for federal income
tax purposes. The failure to meet these requirements may cause interest on the Bonds to be
included in gross income for federal income tax purposes retroactively to the date of issuance of
the Bonds. The City has covenanted in the Loan Agreement to take the actions necessary to
comply with such requirements.
We are further of the opinion that the Bonds are "qualified tax exempt obligations"
within the meaning of Section 265(b)(3) of the Code. Accordingly, a financial institution's
interest expense allocable to interest on the Bonds will be reduced by 20% under Section
291(a)(3) of the Code (rather than disallowed under Section 265(b) of the Code).
6. The Bonds are exempt from the excise tax on documents imposed
pursuant to Chapter 201, Florida Statutes.
2
{MI88656I_2}
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The City Commission of the
City of Sunny Isles Beach, Florida
SunTrust Bank
March 24, 2010
Page 3
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This opinion is qualified to the extent that the rights of the holders of the Bonds and the
enforceability of the Bonds, the Loan Agreement and the Bond Ordinance may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'
rights generally, now or hereafter in effect, and by the exercise of judicial discretion in
appropriate cases in accordance with equitable principles.
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Respectfully submitted,
ADORNO & YOSS LLP
4~ & 1~LL&fJ
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1M 1886561_2}
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.. GreenbergTraurig
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March 24, 2010
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The City Commission of the
City of Sunny Isles Beach, Florida
Sunny Isles Beach, Florida
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SunTrust Bank
Miami, Florida
Adorno & Y oss LLP
Miami, Florida
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Re:
$15,000,000 City of Sunny Isles Beach, Florida
Capital Improvement Revenue Bonds, Series 2010
Ladies and Gentlemen:
.
We have acted as special counsel to the City of Sunny Isles Beach, Florida (the "City") in
connection with the issuance of the City's $15,000,000 Capital Improvement Revenue Bonds,
Series 2010 (the "Bonds"). In such capacity, we have examined the following and such other
matters as we have deemed necessary:
.
a.
Ordinance No. 2010-343 and Resolution No. 2010-1538, both adopted by
the City Commission on March 18, 2010 (collectively, the "Bond
Ordinance").
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b.
The City Charter, as amended (the "Charter"), and Chapter 166, Florida
Statutes, as amended;
c. The Loan Agreement, dated as of March 24, 2010 (the "Loan
Agreement"), between the City and SunTrust Bank; and
d.
Such other documents, certificates, records and proceedings as we have
considered necessary to enable us to render this opinion.
.
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As to questions of fact material to our opinion, we have relied upon representations of the City
contained in the Bond Ordinance and the Loan Agreement and in the certified proceedings and
other certifications and representations of public officials and others, which have been
furnished to us without undertaking to verify such certifications or representations by independent
.
GM(fNJe~(; 1-Mo~~1p'~~2.2-1-ProRNEYS AT LAW. WWW.GTLAW.COM
1221 Brickell Avenue. Miami, FL 33131 . TeI305.S79.0S00 . Fax 30S.579,0717
...
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investigation. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Loan Agreement.
Based on the foregoing, we are of the opinion that:
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1. The Bond Ordinance has been duly adopted and no further action of the City is
required to authorize the issuance, sale and delivery of the Bonds or the execution and delivery
of the Loan Agreement. The Bond Ordinance and, on the assumption that the Loan Agreement is
a legal, valid and binding obligation of the Bank, the Loan Agreement constitute the legal, valid
and binding obligations of the City, enforceable in accordance with their terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting creditor's rights generally or by general principles of equity.
.
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2. The issuance, sale and delivery of the Bonds, the execution and delivery of the
Loan Agreement and the adoption of the Bond Ordinance, and compliance with the provisions
thereof, under the circumstances contemplated thereby, are permitted under the provisions of the
Charter and, to the best of our knowledge without undertaking any independent research, do not
and will not in any way constitute a breach or default under any agreement or other instrument to
which the City is a party or any existing law, regulation, court order or consent decree to which
the City is subject.
I.
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3. The City is lawfully empowered to covenant and has covenanted in the Loan
Agreement to annually budget and appropriate legally available Non-Ad Valorem Revenues of
the City to pay the principal of and interest on the Bonds, as described in the Loan Agreement.
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4. To the best of my knowledge, there is no action, suit, proceeding or investigation
at law or in equity before or by any court, public board or body, pending or threatened against or
affecting the City, wherein an unfavorable decision, ruling or finding would materially adversely
affect the City's obligations under the Bond Ordinance, the Bonds or the Loan Agreement, or
adversely affect the validity of the Bonds or the Loan Agreement or the security therefor.
This opinion is solely tor the benefit of the addressees and this opinion may not be relied
upon in any manner, nor used, by any other persons or entities.
.
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The description of the Bonds in this opinion and other statements concerning the terms and
conditions of the issuance of the Bonds do not purport to set forth all of the terms and conditions of
the Bonds or of any other document relating to the issuance of the Bonds, but are intended only to
identify the Bonds and to describe briefly certain features thereof. This opinion shall not be deemed
or treated as an offering circular, prospectus or official statement, and is not intended in any way to
be a disclosure document used in connection with the sale or delivery of the Bonds.
.
In delivering the foregoing opinions we have assumed the accuracy and truthfulness of all
public records and of all certifications, documents and other proceedings examined by us that have
been executed or certified by public officials acting within the scope of their official capacities and
have not verified the accuracy or truthfulness thereof. We have also assumed the genuineness of the
signatures appearing upon such public records, certifications, documents and proceedings.
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MIA 181, 128,506v1 3-22-10 2
GREENBERG TRAURIG, P.A . ATTORNEYS AT LAW. WWW.GTLAW.COM
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We express no opinion with respect to any other document or agreement entered into by the
City or by any other person in connection with the Bonds, other than as expressed herein.
Respectfully submitted,
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MIA 181, 128,506v1 3-22-10 3
GREENBERG TRAURIG. P.A . ATTORNEYS AT LAW. WWWGTLAWCOM
Bond Finance - Local Bond Monitoring: Print Form
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NAME OF GOVERNMENTAL UNIT
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City of Sunny Isles Beach, Florida
MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER
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Address(1) 18070 Collins Avenue
Address(2)
City Sunny Isles Beach
State FL
Zip 33160
COUNT(IES) IN WHICH GOVERNMENTAL UNIT liAS JURISDICTION
Miami-Dade
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TYPE OF ISSUER
City
Is THE ISSUER A COMMUNITY DEVELOPMENT DISTRICT? 0
ISSUE NAME
AMOUNT
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$15,000,000 City of Sunny Isles
Beach, Florida Capital $15 000 000.00
Improvement Revenue Bonds, "
Series 2010
AMOUNT AUTIIORIZED
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$15,000,000,00
DATED DATE (MM/DDfyyyy)
03/24/2010
SALE DATE (MM/DD/YYYY)
03/24/2010
DELIVERY DATE (MM/DD/YYYY)
03/24/2010
LEGAL AUTHORITY FOR ISSUANCE
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Ch. 166, F,S,
TYPE OF ISSUE
Revenue
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Is THIS A PRIVATE ACTIVITY BOND (PAB)?
Did This Issue Receive a P AB Allocation?
Amount of Allocation
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$0.00
SPECIFIC REVENUES(S) PLEDGED
Primary
Other
Secondary
Other
Non-Ad Valorem Revenue
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https://bondissue.sbafla.com/print.aspx?print id=25 5 7
INTEREST
CALCULA nON
Page 1 of5
YIELD
Net Interest
Cost Rate 4,22
41712010
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Bond Finance - Local Bond Monitoring: Print Form
Page 2 of5
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PURPOSE(S) OF THE ISSUE
Primary
Other
Secondary
Other
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Development of City property for City park
Is THIS A REFUNDING ISSUE?
REFUNDED DEBT HAS BEEN
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DID THE REFUNDING ISSUE CONTAIN NEW MONEY?
ApPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
TYPE OF SALE
.
Negotiated
INSURANCE/ENHANCEMENTS
No Credit Enhancement
RATING(S)
Moody's
NR
.
S&P
NR
Fitch
NR
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Other
DEBT SERVICE SCHEDULE PROVIDED BY
!.
E-mail
OPTIONAL REDEMPTION PROVISIONS PROVIDED BY
E-mail
PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER
Underwriter Sun Trust Bank
Address(1) 777 Brickell Avenue
Address(2) 4th Floor
City Miami
State FL
Zip 33131
CO-Underwriter None
Address( 1)
Address(2)
City
State
Zip
PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ArrORNEY OR FINANCIAL CONSULTANT WHO ADVISED
.
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https://bondissue.sbafla.com/print.aspx?print_id=2557
4/7/2010
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Bond Finance - Local Bond Monitoring: Print Form
Page 3 of5
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THE UNIT OF LOCAL GOVERNMENT WITH RESPECf TO THE BOND ISSUE.
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Bond Counsel None
Address(1 )
Address(2)
City
State
Zip
CO-Bond Counsel None
Address( I)
Address(2)
City
State
Zip
Financial Advisor/Consultant None
Address( 1)
Address(2)
City
State
Zip
CO-Financial Advisor/Consultant None
Address( 1)
Address(2)
City
State
Zip
Other Professionals
Greenberg Traurig, P.A,
1221 Brickell Avenue
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Address( I)
Address(2)
City
State
Zip
PAYING AGENT
City of Sunny Isles Beach, FL
Miami
FL
33131
REGISTRAR
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City of Sunny Isles Beach, FL
BF2004-A AND BF2004-B
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant
to Section 154 Part III, Sections 159 Parts II, III, or V; or Section 243 Part I, Florida Statutes.
HAS ANY FEE, BONUS, OR GRATUITY BEEN PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECfION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH
UNDERWRITER OR CONSULTANT? IF YES, PLEASE PROVIDE TIlE FOLLOWING INFORMATION WITH RESPECT
TO EACH SUCII UNDERWRITER OR CONSULTANT,
HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE
TIlE TOTAL FEES PAID TO ApPLICABLE PARTICIPANTS,
Total Bond Counsel Fees Paid
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$0.00
Total Financial Advisor Fees Paid
$0.00
Other Fees Paid
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https://bondissue.sbafla.com/print.aspx?print id=25 5 7
4/7/2010
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Bond Finance - Local Bond Monitoring: Print Form
COMPANY NAME
FEE PAID
.
Adorno & VOSS LLP
$7,500,00
Greenberg Traurig, P.A,
$5,000,00
SERVICE PROVIDED OR
FUNCfION SERVED
Purchaser's
Counsel
Special Counsel
to City
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FILING OF THIS FORM HAS HEEN AUTHORIZED BY TilE OFFICIAL OF THE ISSUER IDENTIFIED BELOW
Name
Rick Conner, City Manager
Title
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Governmental Officer primarily responsible for coordinating
issuance of the bonds
FEES CHARGED BY UNDERWRITER
Management Fee (Per Thousand Par Value)
o
Private Placement Fee
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$2,500,00
UNDERWRITER'S EXPECTED GROSS SPREAD (PER TIIOUSAND PAR VALUE)
o
FOR ADDITIONAL INFORMATION, THE DIVISION OF BOND FINANCE SHOULD CONTACT:
Name Jeffrey D, DeCarlo
Title Esq.
Phone 305-460-1276
Company Adorno & Voss LLP
Address(1) 2525 Ponce de Leon Blvd,
Address(2) Suite 400
City Miami
State FL
Zip 33134
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (IF DIFFERENT FROM ABOVE)
Name
Title
Phone
Company
Address( 1)
Address(2)
City
State
Zip
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Page 4 of5
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following
information:
IF THE ISSUER IS REQUIRED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC
RULE lSc2-12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR FILING
DEADLINE?
ON WHAT DATE IS TilE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED? (MM/DD)
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I https://bondissue.sbafla.comlprint.aspx?print_id=2 557
4/7/2010
Bond Finance - Local Bond Monitoring: Print Form
Page 5 of5
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PROVIDE THE FOLLOWING INFORMATION REGARDING TIlE PERSON(S) RESPONSIBLE FOR FILING CONTINUING
DISCLOSURE INFORMATION REQUIREDBY SEC RULE 15c2-12 AND THE CONTINUING DISCLOSURE
AGREEMENT (INCLUDING OTHER OBLIGATED PARTIES, IF APPROPRIATE).
Name
Title
Phone
Company
Address(1 )
Address(2)
City
State
Zip
Fax
Emai1
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4/7/2010
I Bond Finance - Local Bond Monitoring: Submission Complete
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Page 1 of 1
STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND MONITORING
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logout
Form submitted successfully. To print the entire form, please click the 'Print' link
below.
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4/7/?01 0
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COVERAGE CERTIFICATE
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The undersigned, Mayor of the City of Sunny Isles Beach, Florida (the "City") hereby
certifies as follows:
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1) On the date hereof the City is issuing its $15,000,000 City of Sunny Isles Beach,
Florida Capital Improvement Revenue Bonds, Series 2010 (the "2010 Capital Improvement
Bonds"). The 2010 Capital Improvement Bonds are secured by a covenant of the City to budget
and appropriate from legally available Non-Ad Valorem Revenues (the "Available Non-Ad
Valorem Revenues").
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2) On November 30, 2001, the City entered into a loan in the original principal
amount of $10,320,000 made from a portion of the proceeds of the Florida Municipal Loan
Council Revenue Bonds, Series 2001A (the "2001 Loan"). On November 22, 2002, the City
entered into a loan in the original principal amount of $17,945,000 made from a portion of the
proceeds of the Florida Municipal Loan Council Revenue Bonds, Series 2002C (the "2002
Loan"). On June 8, 2009, the City issued its $20,000,000 City of Sunny Isles Beach, Florida
Promissory Note (the "2009 Note" and collectively with the 2001 Loan and 2002 Loan, the
"Prior Debt"). The Prior Debt is also secured by Available Non-Ad Valorem Revenues. Section
3.02(b) of the Loan Agreement, dated as of June 8, 2009 (the "2009 Loan Agreement") between
the City and Bank of America, N.A., relating to the 2009 Note, provides that the City will not
incur any additional indebtedness payable from Available Non-Ad Valorem Revenues, unless (i)
the aggregate Available Non-Ad Valorem Revenues received by the City during the two fiscal
years most recently concluded prior to the incurrence of such debt equals or exceeds 300% of the
maximum annual debt service in the then current or any future fiscal year of the City on debt,
including the proposed debt, secured by and/or payable from such Available Non-Ad Valorem
Revenues (the "First Coverage Ratio"); and (ii) the maximum annual debt service requirements
in the then current or any future fiscal year of the City for all debt, including the proposed debt,
secured by and/or payable from Available Non-Ad Valorem Revenues will not exceed 20% of
governmental fund revenues (defined as general fund, special fund, debt service fund and capital
projects funds) of the City for the fiscal year most recently concluded prior to the incurrence of
such proposed debt, exclusive of (i) ad valorem revenues restricted to payment of debt service on
any debt and (ii) any debt proceeds (the "Second Coverage Ratio").
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2) The issuance of the 2010 Capital Improvement Bonds will comply with First
Coverage Ratio and with the Second Coverage Ratio, as shown in attached Exhibit "A".
Dated as of the 24th day of March, 2010.
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CITY OF SUNNY ISLES BEACH, FLORIDA
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{M 1 887427_1 I
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EXHIBIT "A"
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City of Sunny Isles Beach, Florida
Certificate of Coverage for Additional Bonds Test
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{M1887427_11
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Calculation of Maximum Annual Debt Service
Existing Obligations
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$10,320,000 2001A Florida Municipal Loan
Council Max Annual DS
$17,945,000 2002C Florida Municipal Loan
Council Max Annual DS
$20,000,000 Promissory Note (2009) Max
Annual DS
Proposed $15,000,000 Bonds, Series 2010 Max
Annual DS
$ 729,841
1,402,929
1,472,583
1,384,908
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Total Existing and Proposed Maximum Annual
Debt Service
$ 4,990,261
. TEST 1
Available Non-Ad Valorem Revs (last 2 yrs) $ 19,565,713
Actual Coverage 392%
Required Coverage 300%
. Coverage Test For Additional Bonds Test Met? Yes
TEST 2
. Total Existing and Proposed Maximum Annual
Debt Service $ 4,990,261
Governmental Fund Revenues 31,863,751
. Actual Coverage 16%
Required Coverage 20%
Coverage Test For Additional Bonds Test Met? Yes
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FY2007 FY2008 FY2009
Audited Audited Unaudited
Available Non-Ad Valorem Revenues $9,809,242 $9,756,471 $10,901,101
Governmental Fund Revenues 37,283,749 31,863,751 37,240,115
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{MI887427_1}
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