HomeMy WebLinkAboutOrdinance 2011-375
ORDINANCE NO. 2011-~5
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF
NOT EXCEEDING $10,000,000 OF CAPITAL IMPROVEMENT
REVENUE AND REVENUE REFUNDING BONDS OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA; APPROVING A LOAN
AGREEMENT IN RESPECT OF SAID BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF THE LOAN AGREEMENT IN
SUBSTANTIALLY THE SAME FORM ATTACHED HERETO AS
EXHIBIT "B"; PROVIDING FOR SEVERABILITY; PROVIDING FOR
REPEALER; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission") of the City of Sunny Isles Beach,
Florida (the "City") desires to authorize the issuance of not exceeding $10,000,000 in principal amount
of its Capital Improvement Revenue and Revenue Refunding Bond, Series 2011 (the "Bond") for the
purposes of: (i) financing a portion of the costs of development of City parklands, municipal garage
and improvements to existing parks (the "Project"); (ii) refinancing a loan made by the Florida
Municipal Loan Council from proceeds of its Revenue Bonds, Series 2001-A (the "Prior Loan"),
outstanding in the principal amount of $7,575,000 as of November 1, 2011, the proceeds of which
were applied to finance the construction of the Sunny Isle Beach Government Center, and to acquire
land for and construct Samson Park and Gwen Margolis Park; and (iii) paying costs of issuance of the
Bond and of refunding the Prior Loan; and
WHEREAS, after seeking, receiving and reviewing competitive proposals for the purchase of
the Bond, and acting under a delegation of authority from the Commission, the Assistant City Manager
- Finance accepted the Commitment dated October 6,2011 (the "Commitment") of Sun Trust Bank (the
"Bank") to purchase the Bond, subject to the terms and conditions set forth in the Commitment, a copy
of which is attached hereto as Exhibit A; and
WHEREAS, the Commission desires to approve the form, and authorize the execution and
delivery, of a Loan Agreement (the "Loan Agreement") between the City and the Bank, which
specifies, among other things and subject to certain limitations, that repayment of the Bond: (i) shall be
supported by a covenant by the City to budget and appropriate non-ad valorem revenues in amounts
sufficient to pay the principal of and interest on the Bond as the same shall become due and payable;
and (ii) shall be secured further by a pledge and assignment in favor of Bank, as owner of the Bond, of
the City's gross collections of the Half-Cent Sales Tax (as defined in the Loan Agreement);
NOW, THEREFORE, BE IT ORDAINED 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 Ordinance upon
adoption hereof.
Section 2:
Desif!nations. Findinf!s and Determinations.
(A) Capitalized terms used, but not defined in this Ordinance, are used with the meanings
ascribed to them in the foregoing recitals.
MIA 182, 189, 552v5 11-4-11 MIA 182, 189, 552v5 11-4-11
(B) This Ordinance is enacted pursuant to the provisions of the Charter of the City of Sunny
Isles Beach, Florida, as amended and supplemented, the Florida Constitution, Chapter 166, Florida
Statutes, as amended and supplemented, and other applicable provisions of law.
(C) The undertaking and financing of the Project and the refunding and redemption of the Prior
Loan are in the best interest of the City and will serve a valid municipal purpose.
(D) The Commission hereby designates the Bond as a "qualified tax-exempt obligation" within
the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.
(E) The Commission hereby finds and determines that, in light of present market conditions,
the aforementioned Commitment of the Bank, the nature of the Bond, and the nature of the security
afforded to the owner of the Bond, it is in the best interest of the City to sell the Bond to the Bank on a
negotiated basis pursuant to the terms and provisions of this Resolution, the Commitment and the Loan
Agreement.
Section 3:
Capital Improvement Revenue and Revenue Refundinf! Bond.
(A) In accordance with the provisions of the Charter of the City of Sunny Isles Beach,
Florida and Chapter 166, Florida Statutes, the Commission authorizes the issuance of the Bond in an
aggregate principal amount not to exceed $10,000,000, for the purposes of: (i) financing a portion of
the costs of the Project; (ii) refinancing the Prior Loan; and (iii) paying costs of issuance of the Bond
and of refunding the Prior Loan.
(B) The Bond shall be designated "City of Sunny Isles Beach, Florida Capital Improvement
Revenue and Revenue Refunding Bond, Series 2011", shall be dated such date, shall be stated to
mature not later than November 1, 2026, shall bear interest from their dated date at the rate of interest
per annum identified as Option A in the Commitment and set forth in the Loan Agreement (so long as
on the date of issuance and delivery of the Bond such rate does not exceed the maximum rate then
permitted by law), shall be subject to redemption at the option of the City at such times and prices, and
shall have such other details, all as set forth or established pursuant to the Commitment and the Loan
Agreement.
(C) The Bond shall not be or constitute an indebtedness of the City within the meaning of
any constitutional, statutory or other limitation of indebtedness, but shall be secured solely by and
payable from the limited sources specified in the Loan Agreement. No owner of the Bond shall ever
have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any
form of any real property therein, to pay the principal of or the interest on the bond.
Section 4: Approval of Loan Af!reement and Authorizations. The Loan Agreement, in
substantially the form attached hereto as Exhibit B, is hereby approved. The Mayor, the Vice Mayor,
the City Manager, the Assistant City Manager - Finance, the City Attorney, the City Clerk and any
other proper official or officer of the City, are each hereby authorized and directed to execute and
deliver any and all documents and instruments, including without limitation the Loan Agreement and
the Bond, and to do and cause to be done any and all acts and things necessary or proper for carrying
out the transactions contemplated by this Ordinance, the Commitment, the Loan Agreement and for
refunding the Prior Loan.
2
Section 5: Severabilitv. 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 6: Repealer. All ordinances or part of ordinances in conflict herewith be and the
same are hereby repealed.
Section 7: Effective Date. This Ordinance will become effective immediately upon its
enactment after second reading.
PASSED AND ADOPTED on first reading this ?D'"'*' day of October, 2011.
PASSED AND ADOPTED on second reading this q~ day of November, 2011.
ATTEST:
~~bL:'dJ
Jane A. Hines, CMC, City Clerk
Moved by: j let M~lb II' Tfi4L~~
Second by: C' J)W\~S.'S.I~~, COATTO
VOTE AS FOLLOWS: '5 - 0
Mayor Edelcup
Vice Mayor Thaler
Commissioner Aelion
Commissioner Gatto
Commissioner Scholl
(\/:yes
(0Jes
(0'yes
(~ yes
(t.d' yes
Uno
Uno
Uno
Uno
Uno
3
-
EXHIBIT A
COMMITMENT OF SUNTRUST BANK
4
1.(..l.
SUNTRUST'M
Steve T. Leth,
Senior Vice President
Relationship Manager
South Florida Team Leader
Tel: 305-597-6601
steve.leth@suntrust.com
Government Division
8699 NW 36 Street
Miami, Florida 33131
October 6, 2011
(?
City of Sunny Isles Beach
MinaI Shah
Assistant City Manager-Finance
18070 Collins Ave
Sunny Isles Beach, Florida 33160
Commitment:
Re: Refunding and Capital Improvement Revenue Bond Series 2011 up to Ten million dollars
($10,000,000.00).
Dear Ms. Minai Shah:
On behalf of SunTrust Bank (the "Bank"), I am pleased to present this commitment to the City of Sunny Isle,
Florida (the "Borrower" or the "City") in the amount of up to ten million dollars and 00/100 dollars
($10,000,000.00). It is our understanding that the proceeds from the Revenue Bond Series 2011 will be used to
refund certain Florida Municipal Loan Council Revenue Bond Series 2001-A in the approximate amount of
$7,700,000.00 which was originally used to finance the construction of the administrative buildings of the City,
purchase land and build parks. Additionally, the City is requesting approximately $2,300,000.00 in new
financing for a park. The Bank's solution will be in the form of a single Bank Qualified Tax Exempt Bond (the
"Facility "or the "Bond') to the City based substantially on the summary of terms and conditions set forth on
Annex I attached hereto. (Annex I, together with this letter. the "Commitment Letter)
This commitment is subject to: (i) the preparation, execution and delivery of mutually acceptable loan
documentation, including a bond/note incorporating substantially the terms and conditions set forth in the Term
Sheet attached hereto; (ii) the absence of a material adverse change in the business, condition (financial or
otherwise), results of operations, properties or prospects of the Borrower and its subsidiaries (if any) as
reflected in its financial statements as of Fiscal year end 2010: (iii) the accuracy of all representations which you
have made or will make to the Bank and all information that you furnish to us and your compliance with the
terms of this Commitment Letter; (iv) a closing of the Facility on or prior to November 11, 2011: and (v) any
additional conditions or contingencies set forth herein.
Although the following provisions, terms and conditions are intended to be comprehensive, they are not
necessarily inclusive of all the anticipated terms that will be applicable to the credit and do not purport to
summarize all of the conditions, covenants, definitions, representations, warranties, events of default or other
provisions that may be contained in documents required to consummate this financing. All of such terms will
be set forth in the final, definitive loan documents, and all such terms must be acceptable to the Bank and its
counsel. This financing proposal is contingent upon the accuracy of all facts, statements and financial
information submitted to the Bank by the Borrower and is conditioned upon the terms outlined in the attached
Term Sheet.
Upon acceptance of this commitment, the Borrower agrees to pay, or reimburse the Bank on demand
for, all reasonable costs and expenses incurred by the Bank (whether before or after the date hereof) in
connection with this Commitment Letter and the transactions contemplated hereunder (regardless of whether
any of the transactions contemplated hereby are consummated), including without limitation the reasonable
costs and expenses of the Bank's counsel (including in-house counsel), and all feasonable costs and expenses
of the Bank, including, without limitation, reasonable costs and expenses of the Bank's counsel (including in-
house counsel), incurred in connection with the enforcement of its rights and remedies hereunder. Your
obligation in respect of such costs and expenses shall survive the expiration or termination of this Commitment
Letter.
This Commitment Letter shall constitute a binding obligation of the Bank fOf all purposes immediately
upon the acceptance hereof by the Borrower in the manner provided herein. Notwithstanding any other
provision of this Commitment Letter, the Bank's commitments and undertakings as set forth herein shall not be
or become effective for any purpose unless and until this Commitment Letter shall have been accepted by the
Borrower in the manner specified below.
If you are in agreement with the foregoing, please sign and return the enclosed copy of this Commitment Letter
to the Bank at its office located at Steve Leth, Senior Vice President, SunTrust Bank, 8699 NW 36 Street,
Government Division - 2nd Floor, Doral, FI33166 or e-mail scannedexecutedcopytoSteve.leth@suntrust.com.
Unless the Bank receives such copy of this Commitment Letter duly executed by an authorized officer of the
Borrower prior to 5:00 p.m. (EST), on October 10, 2011, the Bank's obligations hereunder shall terminate at
such time. In no event shall the Bank have any obligation to make the financing described herein available
unless the closing for such financing shall have occurred on Of prior to November 11, 2011. In addition to the
foregoing, this Commitment Letter may be terminated at any time by mutual agreement.
This Commitment Letter is solely for the benefit of the Borrower and the Bank, and no provision hereof
shall be deemed to confer rights on any other person or entity. This Commitment Letter may not be assigned by
the Borrower to any other person or entity, but the obligations of the Borrower hereunder shall be binding upon
any successors of the Borrower.
THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAWS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND
THE BANK HEREBY WAIVES JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS COMMITMENT LETTER OR ANY OTHER DOCUMENTS CONTEMPLATED HEREBY.
This Commitment Letter may be executed in any numbef of separate counterparts, each of which shall
collectively and separately, constitute one agreement. Upon acceptance by you as provided herein, this
Commitment Letter shall supersede all understandings and agreements between the parties hereto in respect
of the transactions contemplated hereby.
"
,..,.'
Steve Leth, SVP
SunTrust Bank
Institutional & Governmental Banking Group
BORROWER ACCEPTS THE COM MITMENT:
Date
ANNEX 1
TERM SHEET
FIXED RATE
Borrower:
City of Sunny Isles Beach
18070 Collins Ave
Sunny Isles Beach, Florida 33160
Bank:
Sun Trust Bank
Contact:
Steve Leth
Senior Vice President
Sun Trust Bank
8699 NW 36 Street
Government Division - 2nd Floor
Doral, FI 33166
Steve.leth@suntrust.com
Phone: 305-597-6601
Facility Type:
Bank Qualified Loan in the form of a tax-exempt bond (the
"Bond) issued by the Borrower. The Bond must be a "qualified
tax exempt obligation" under Section 265(b) (3) of the Internal
Revenue Code.
Purpose
The proceeds from the Revenue Bond Series 2011 will be used
to refund certain Florida Municipal Loan Council Revenue Bond
Series 2001-A in the approximate amount of $7,700,000.00
which was originally used to finance the construction of the
administrative buildings of the City, purchase land and build
parks as well as provide new financing in an approximate
amount of $2,300,000.00 for a park.
Amount:
Up to $10,000,000.00
Terms:
Interest shall be payable semi-annually on November 1 and May
1 of each year commencing May 1, 2012.
Principal payments shall be due annually on November 1,
commencing November 1, 2012
Payments:
Combined Principal and Interest payments shall be level.
Amortization schedule for rate option A
Security:
The Series 2011 Bond and the interest thereon will be payable
from and be secured by a lien upon and pledge of covenant to
budget and appropriate from all legally available Non-Ad
Valorem Revenues and by a half cent State sales tax of the
Issuer in amounts sufficient to repay the principal and interest of
the loan .
Interest Rate Options:
Rate Locks
Maturity
Prepayment and
Make Whole
Language
Fullv Funded Fixed Rate 15 Year Fully Amortizina: Level
payment assumes actual/360 day calculation method**
Option A: Fixed rate equal to 2.38% (Make Whole Language:
Schedule attached)
Option B: Fixed rate equal to 2.58% (No Make Whole Language)
**( 30/360 day calculation method would reflect 3 basis points
higher rate and Bank has provided an amortization schedule for
Option A).
fixed rates stated above are locked and approved subject to
a Bond funding on or before November 11, 2011. Bank will
make best efforts to close on October 31, 2011.
15 years from date of closing, November 1, 2026
The Borrower may prepay fixed rate Bond options upon three (3)
Business Days' prior written notice to SunTrust and after the third year
from date of closing. Such prepayment notice shall specify the amount
of the prepayment which is to be applied. In the event of prepayment of
the Bond, the Borrower may be required to pay SunTrust an additional
fee (a prepayment charge) should the Bond be subject to Make Whole
Language and determined in the manner provided below, to compensate
SunTrust for all losses, costs and expenses incurred in connection with
such prepayment.
The Make Whole Language prepayment fee shall be equal to the present
value of the difference between (1) the amount that would have been
realized by SunTrust on the prepaid amount for the remaining term of the
loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate
payers in interest rate swaps for a term corresponding to the term of the
Bond, interpolated to the nearest month, if necessary, that was in effect
three Business Days prior to the origination date of the Bond and (2) the
amount that would be realized by SunTrust by reinvesting such prepaid
funds for the remaining term of the loan 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 loan repayment date; both discounted at the same interest
rate utilized in determining the applicable amount in (2). Should the
present value have no value or a negative value, the Borrower may
repay with no additional fee. Should the Federal Reserve no longer
release rates for fixed-rate payers in interest rate swaps, SunTrust may
substitute the Federal Reserve H.15 Statistical Release with another
similar index. SunTrust shall provide the Borrower with a written
statement explaining the calculation of the premium due, which
statement shall, in absence of manifest error, be conclusive and binding.
This alternative does not increase the interest rate.
After- Tax Yield
Maintenance
Capital Adequacy
Legal Firm:
Legal Fees:
Bank Fees;
The interest rates quoted herein take into consideration a marginal
maximum federal corporate tax rate of 35%. In the event of a decrease
in the marginal maximum corporate tax rate, the Bank shall have the
right to adjust the interest rate upwards in order to maintain the same
after tax yield for the Bank
If a determination of taxability event occurs the rate will be adjusted
upwards to a fixed rate equal to rate determined necessary by Bank to
maintain the same after-tax yield. Upon an occurrence of a
Determination of Taxability, the Borrower hereby agrees to pay to the
Bank (i) an additional amount equal to the difference between (A) the
amount of interest paid on the Bonds during the Taxable Period and (B)
the amount of interest that would have been paid on the Bonds during
the Taxable Period had the Bonds borne interest at the Taxable Rate,
plus (ii) an amount equal to any interest, penalties on overdue interest
and additions to tax (as referred to in Subchapter A of Chapter 68 of the
Code) owed by the Bank as a result of the occurrence of a Determination
of Taxability.
If it is determined that the Bond does not qualify as BQ, the rate will be
adjusted to a fixed rate (non-BQ) equal to a rate determined by Bank as
of the date it is determined that the loan does not qualify as BQ.
The Bank shall have the right to adjust the interest rate upwards in order
to maintain the same after-tax yield on the Bond if the adoption or taking
effect of, or the change (including by interpretation or application) of, any
laws, regulations, rules, guidelines, directives or treaties including but not
limited to any promulgated under Dodd Frank Wall Street Reform and
Consumer Protection Act and the Basel Committee adversely affect the
Bank's after tax yield, regardless of the date adopted, enacted or issued
Ruden and McClosky -
Skip Miller
222 Lakeview Avenue
Suite 800
West Palm Beach, FL 33401
Direct (561) 838-45561 Fax (561) 514-3456
Skip.Mi/ler@ruden.com I www.ruden.com
$4500.00 (not to exceed) if our counsel reviews documentation prepared
by the counsel to the Issuer
Covenants and Conditions
$1500.00
A) All matters relating to this loan, including all instruments and documents required, are
subject to the Bank's policies and procedures in effect, applicable governmental
regulations and/or statutes, and approval by the Bank and the Bank's CounseL
B) Issuer shall submit annual financial statements within 210 days of fiscal year end,
together with an annual budget within 30 days of adoption, together with any other
information the Bank may reasonably request.
C) Issuer shall be required to deliver a written opinion from Issuer's Counsel, in form and
substance acceptable to the Bank and Bank's Counsel, that all documents are valid,
binding and enforceable in accordance with their terms, that execution and delivery of
said documents has been duly authorized, and addressing such other matters as the
Bank and the Bank's Counsel deem appropriate.
D) The Issuer shall comply with and agree to such other covenants, terms, and conditions
that may be reasonably required by the Bank and its counsel and are customary in non-
governmental financings of this nature. These covenants would include, but are not to be
limited to, covenants regarding compliance with laws and regulation, remedies in the
event of default including but not limited to acceleration and the right of Bank to transfer
and assign the Bond.
E) The "Bank-Qualified" interest rate quoted herein assumes the obligation is a "qualified
tax-exempt obligation" as defined in Section 265(b) (3) of the Internal Revenue Service
Code. Receipt of opinion from Bond Counsel in form and substance satisfactory to the
Bank, which shall include, without limitation, opinion that the financing is tax-exempt and
that the Bond is a qualified tax-exempt obligation under Section 265 (b)(3) of the Internal
Revenue Code.
F) The Issuer shall agree to have the loan payments collected via ACH Direct Debit from a
SunTrust Bank account of their choice
G) Additional Indebtedness: No additional indebtedness payable from Non-Ad Valorem
Revenues without prior Bank consent unless (i) Available Revenues during most recent
two fiscal years equals or exceeds 150% of Maximum Annual Debt Service (MADS)
including proposed debt and (ii) MADS including proposed debt will not exceed 20% of
governmental funds revenues (defined as revenues from general fund, special fund, debt
service fund, and capital projects fund) for the most recent fiscal year end (exclusive of
pledged or restricted ad valorem revenues and debt proceeds).
H) Debt Service Coverage ratio such that 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 the enterprise fund), multiplied by (B) the amount of Essential Government
Services, and less (ii) revenue pledged to other debt obligations of the City payable from
any portion of Non-Ad Valorem revenues, during the prior Fiscal Year is equal to at least
150% of Maximum Annual Debt Service.
10/05/2011 Page 1
City of Sunny Isles Beach - 15 Year @ 2.38% Actual/ 360
Compound Period ........: Semiannual
Nominal Annual Rate .... : 2.380 %
Effective Annual Rate ...: Undefined
Periodic Rate ..................: 1.1900 %
Daily Rate ....................... : 0.00661 %
CASH FLOW DATA
Event Start Date Amount Number Period End Date
1 Loan 10/31/2011 10,OOO,OQO.00 1
2 Payment 05/01/2012 Interest Only 1
3 Payment 11/01/2012 561,942.00 1
Fixed Payment (+ Interest)
4 Payment 05/01/2013 Interest Only 1
5 Payment 11/01/2013 575,977.00 1
Fixed Payment (+ Interest)
6 Payment 05/01/2014 Interest Only 1
7 Payment 11/01/2014 589,686.00 1
Fixed Payment (+ Interest)
8 Payment 05/01/2015 Interest Only 1
9 Payment 11/01/2015 603,720.00 1
Fixed Payment (+ Interest)
10 Payment 05/01/2016 Interest Only 1
11 Payment 11/01/2016 618,089.00 1
Fixed Payment (+ Interest)
12 Payment 05/01/2017 Interest Only 1
13 Payment 11/01/2017 632,799.00 1
Fixed Payment (+ Interest)
14 Payment 05/01/2018 Interest Only 1
15 Payment 11/01/2018 647,860.00 1
Fixed Payment (+ Interest)
16 Payment 05/01/2019 Interest Only 1
17 Payment 11/01/2019 663,279.00 1
Fixed Payment (+ Interest)
18 Payment 05/01/2020 Interest Only 1
19 Payment 11/01/2020 679,065.00 1
Fixed Payment (+ Interest)
20 Payment 05/01/2021 Interest Only 1
21 Payment 11/01/2021 695,227.00 1
Fixed Payment(+ Interest)
22 Payment 05/01/2022 Interest Only 1
23 Payment 11/01/2022 711,773.00 1
Fixed Payment (+ Interest)
24 Payment 05/01/2023 Interest Only 1
25 Payment 11/01/2023 728,713.00 1
Fixed Payment (+ Interest)
26 Payment 05/01/2024 Interest Only 1
27 Payment 11/01/2024 746,057.00 1
10/05/2011 Page 2
City of Sunny Isles Beach - 15 Year @ 2.38% Actual / 360
CASH FLOW DATA
Event Start Date Amount Number Period End Date
Fixed Payment (+ Interest)
28 Payment 05/01/2025 Interest Only 1
29 Payment 11/01/2025 763,813.00 1
Fixed Payment (+ Interest)
30 Payment 05/01/2026 Interest Only 1
31 Payment 11/01/2026 782,000.00 1
Fixed Payment (+ Interest)
AMORTIZATION SCHEDULE - US Rule, 360 Day Year
Date Payment Interest Principal Balance
Loan 10/31/2011 10,000,000.00
2011 Totals 0.00 0.00 0.00
1 05/01/2012 119,661.11 119,661.11- 0.00 10,000,000.00
2 11/01/2012 680,942.00 119,000.00 561,942.00 9,438,058.00
2012 Totals 800,603.11 238,661.11 561,942.00
3 05/01/2013 112,312.89 112,312.89 0.00 9,438,058.00
4 11/01/2013 688,289.89 112,312.89 575,977.00 8,862,081.00
2013 Totals 800,602.78 224,625.78 575,977.00
5 05/01/2014 105,458.76 105,458.76 0.00 8,862,081.00
6 11/01/2014 695,144.76 105,458.76 589,686.00 8,272,395.00
2014 Totals 800,603.52 210,917.52 589,686.00
7 05/01/2015 98,441.50 98,441.50 0.00 8,272,395.00
8 11/01/2015 702,161.50 98,441.50 603,720.00 7,668,675.00
2015 Totals 800,603.00 196,883.00 603,720.00
9 05/01/2016 91 ,257.23 91,257.23 0.00 7,668,675.00
10 11/01/2016 709,346.23 91,257.23 618,089.00 7,050,586.00
2016 Totals 800,603.46 182,514.46 618,089.00
11 05/01/2017 83,901.97 83,901.97 0.00 7,050,586.00
12 11/01/2017 716,700.97 83,901.97 632,799.00 6,417,787.00
2017 Totals 800,602.94 167,803.94 632,799.00
13 05/01/2018 76,371.67 76,371.67 0.00 6,417,787.00
14 11/01/2018 724,231.67 76,371.67 647,860.00 5,769,927.00
2018 Totals 800,603.34 152,743.34 647,860.00
15 05/01/2019 68,662.13 68,662.13 0.00 5,769,927.00
16 11/01/2019 731,941.13 68,662.13 663,279.00 5,106,648.00
-
10/05/2011 Page 3
City of Sunny Isles Beach -15 Year@ 2.38% Actual / 360
Date Payment Interest Principal Balance
2019 Totals 800,603.26 137,324.26 663,279.00
17 05/01/2020 60,769.11 60,769.11 0.00 5,106,648.00
18 11/01/2020 739,834.11 60,769.11 679,065.00 4,427,583.00
2020 Totals 800,603.22 121,538.22 679,065.00
19 05/01/2021 52,688.24 52,688.24 0.00 4,427,583.00
20 11/01/2021 747,915.24 52,688.24 695,227.00 3,732,356.00
2021 Totals 800,603.48 105,376.48 695,227.00
21 05/01/2022 44,415.04 44,415.04 0.00 3,732,356.00
22 11/01/2022 756,188.04 44,415.04 711,773.00 3,020,583.00
2022 Totals 800,603.08 88,830.08 711,773.00
23 05/01/2023 35,944.94 35,944.94 0.00 3,020,583.00
24 11/01/2023 764,657.94 35,944.94 728,713.00 2,291,870.00
2023 Totals 800,602.88 71,889.88 728,713.00
25 05/01/2024 27,273.25 27,273.25 0.00 2,291,870.00
26 11/01/2024 773,330.25 27,273.25 746,057.00 1,545,813.00
2024 Totals 800,603.50 54,546.50 746,057.00
27 05/01/2025 18,395.17 18,395.17 0.00 1,545,813.00
28 11/01/2025 782,208.17 18,395.17 763,813.00 782,000.00
2025 Totals 800,603.34 36,790.34 763,813.00
29 05/01/2026 9,305.80 9,305.80 0.00 782,000.00
30 11/01/2026 791,305.80 9,305.80 782,000.00 0.00
2026 Totals 800,611.60 18,611.60 782,000.00
Grand Totals 12,009,056.51 2,009,056.51 10,000,000.00
10/05/2011 Page 1
City of Sunny Isles Beach - 15 Year @ 2.41% 30/360
Compound Period ........: Semiannual
Nominal Annual Rate ....: 2.410 %
Effective Annual Rate...: Undefined
Periodic Rate ..................: 1.2050 %
Daily Rate ....................... : 0.00669 %
CASH FLOW DATA
Event Start Date Amount Number Period End Date
1 Loan 10/31/2011 10,000,000.00 1
2 Payment 05/01/2012 Interest Only 1
3 Payment 11/01/2012 560,709.00 1
Fixed Payment (+ Interest)
4 Payment 05/01/2013 Interest Only 1
5 Payment 11/01/2013 574,892.00 1
Fixed Payment (+ Interest)
6 Payment 05/01/2014 Interest Only 1
7 Payment 11/01/2014 588,747.00 1
Fixed Payment (+ Interest)
8 Payment 05/01/2015 Interest Only 1
9 Payment 11/01/2015 602,936.00 1
Fixed Payment (+ Interest)
10 Payment 05/01/2016 Interest Only 1
11 Payment 11/01/2016 617,466.00 1
Fixed Payment (+ Interest)
12 Payment 05/01/2017 Interest Only 1
13 Payment 11/01/2017 632,347.00 1
Fixed Payment (+ Interest)
14 Payment 05/01/2018 Interest Only 1
15 Payment 11/01/2018 647,587.00 1
Fixed Payment (+ Interest)
16 Payment 05/01/2019 Interest Only 1
17 Payment 11/01/2019 663,194.00 1
Fixed Payment (+ Interest)
18 Payment 05/01/2020 Interest Only 1
19 Payment 11/01/2020 679,177.00 1
Fixed Payment (+ Interest)
20 Payment 05/01/2021 Interest Only 1
21 Payment 11/01/2021 695,545.00 1
Fixed Payment (+ Interest)
22 Payment 05/01/2022 Interest Only 1
23 Payment 11/01/2022 712,308.00 1
Fixed Payment (+ Interest)
24 Payment 05/01/2023 Interest Only 1
25 Payment 11/01/2023 729,474.00 1
Fixed Payment (+ Interest)
26 Payment 05/01/2024 Interest Only 1
27 Payment 11/01/2024 747,055.00 1
10/05/2011 Page 2
City of Sunny Isles Beach -15 Year@ 2.41% 30/360
CASH FLOW DATA
Event Start Date Amount Number Period End Date
Fixed Payment (+ Interest)
28 Payment 05/01/2025 Interest Only 1
29 Payment 11/01/2025 765,059.00 1
Fixed Payment (+ Interest)
30 Payment 05/01/2026 Interest Only 1
31 Payment 11/01/2026 783,504.00 1
Fixed Payment (+ Interest)
AMORTIZATION SCHEDULE - US Rule, 360 Day Year
Date Payment Interest Principal Balance
Loan 10/31/2011 10,000,000.00
2011 Totals 0.00 0.00 0.00
1 05/01/2012 121,169.44 121,169.44 0.00 10,000,000.00
2 11/01/2012 681,209.00 120,500.00 560,709.00 9,439,291.00
2012 Totals 802,378.44 241,669.44 560,709.00
3 05/01/2013 113,743.46 113,743.46 0.00 9,439,291.00
4 11/01/2013 688,635.46 113,743.46 574,892.00 8,864,399.00
2013 Totals 802,378.92 227,486.92 574,892.00
5 05/01/2014 106,816.01 106,816.01 0.00 8,864,399.00
6 11/01/2014 695,563.01 106,816.01 588,747.00 8,275,652.00
2014 Totals 802,379.02 213,632.02 588,747.00
7 05/01/2015 99,721.61 99,721.61 0.00 8,275,652.00
8 11/01/2015 702,657.61 99,721.61 602,936.00 7,672,716.00
2015 Totals 802,379.22 199,443.22 602,936.00
9 05/01/2016 92,456.23 92,456.23 0.00 7,672,716.00
10 11/01/2016 709,922.23 92,456.23 617,466.00 7,055,250.00
2016 Totals 802,378.46 184,912.46 617,466.00
11 05/01/2017 85,015.76 85,015.76 0.00 7,055,250.00
12 11/01/2017 717,362.76 85,015.76 632,347.00 6,422,903.00
2017 Totals 802,378.52 170,031.52 632,347.00
13 05/01/2018 77,395.98 77,395.98 0.00 6,422,903.00
14 11/01/2018 724,982.98 77,395.98 647,587.00 5,775,316.00
2018 Totals 802,378.96 154,791.96 647,587.00
15 05/01/2019 69,592.56 69,592.56 0.00 5,775,316.00
16 11/01/2019 732,786.56 69,592.56 663,194.00 5,112,122.00
10/05/2011 Page 3
City of Sunny Isles Beach - 15 Year @ 2.41% 30/360
Date Payment Interest Principal Balance
2019 Totals 802,379.12 139,185.12 663,194.00
17 05/01/2020 61,601.07 61,601.07 0.00 5,112,122.00
18 11/01/2020 740,778.07 61,601.07 679,177.00 4,432,945.00
2020 Totals 802,379.14 123,202.14 679,177.00
19 05/01/2021 53,416.99 53,416.99 0.00 4,432,945.00
20 11/01/2021 748,961.99 53,416.99 695,545.00 3,737,400.00
2021 Totals 802,378.98 106,833.98 695,545.00
21 05/01/2022 45,035.67 45,035.67 0.00 3,737,400.00
22 11/01/2022 757,343.67 45,035.67 712,308.00 3,025,092.00
2022 Totals 802,379.34 90,071.34 712,308.00
23 05/01/2023 36,452.36 36,452.36 0.00 3,025,092.00
24 11/01/2023 765,926.36 36,452.36 729,474.00 2,295,618.00
2023 Totals 802,378.72 72,904.72 729,474.00
25 05/01/2024 27,662.20 27,662.20 0.00 '2,295,618.00
26 11/01/2024 774,717.20 27,662.20 747,055.00 1,548,563.00
2024 Totals 802,379.40 55,324.40 747,055.00
27 05/01/2025 18,660.18 18,660.18 0.00 1,548,563.00
28 11/01/2025 783,719.18 18,660.18 765,059.00 783,504.00
2025 Totals 802,379.36 37,320.36 765,059.00
29 05/01/2026 9,441.22 9,441.22 0.00 783,504.00
30 11/01/2026 792,945.22 9,441.22 783,504.00 0.00
2026 Totals 802,386.44 18,882.44 783,504.00
Grand Totals 12,035,692.04 2,035,692.04 10,000,000.00
EXHIBIT B
FORM OF LOAN AGREEMENT
5
LOAN AGREEMENT
This LOAN AGREEMENT (this "Agreement") is made and entered into as of November
10,2011, 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
Bond (the "Bank");
WHEREAS, the City Commission of the City enacted on November 9, 2011, an
Ordinance (the "Ordinance") authorizing the issuance of its Capital Improvement Revenue and
Revenue Refunding Bond, Series 2011, in a principal amount not to exceed $10,000,000, for the
purposes of: (i) financing a portion of the costs of development of City parklands, municipal
garage and improvements to existing parks (the "Project"); (ii) refinancing a loan made by the
Florida Municipal Loan Council from proceeds of its Revenue Bonds, Series 200 I-A (the "Prior
Loan"), outstanding in the principal amount of $7,575,000 as of November 1,2011, the proceeds
of which were applied to finance the construction of the Sunny Isle Beach Government Center,
and to acquire land for and construct Samson Park and Gwen Margolis Park; and (iii) paying
costs of issuance of the Bond and of refunding the Prior Loan; and
WHEREAS, the Ordinance further authorized entry by the City into this Loan
Agreement; and
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
to finance a portion of the costs of development of the Project, to refund and redeem the Prior
Loan and to pay costs of issuance of the Bond and of refunding the Prior Loan; and
WHEREAS, the obligation of the City to repay such borrowing shall be evidenced by
the Bond, which shall be in the principal amount of $1 0,000,000; and
WHEREAS, the Bond shall be issued pursuant to the terms and provisions of the
Ordinance and this Agreement;
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, and intending to be
legally bound hereby, the City and the Bank agree as follows.
ARTICLE I
DEFINITION OF TERMS
Section 1.1. Definitions. The words and terms used in this Agreement shall have the
meanings as set forth in the Ordinance and in the recitals above, unless otherwise defined herein.
Unless the context shall otherwise require, the following words and terms as used in this
Agreement shall have the following meanings:
"Act" means Part II of Chapter 166, Florida Statutes, as amended, the Charter of the City,
and other applicable provisions of law.
MIA 182, 189,515v6 11-2-11
"Agreement" means this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Annual Debt Service Requirement" means for a given Fiscal Year the amount required
to pay the principal of and interest coming due on the Bond during that Fiscal Year.
"Bond Counsel" means Greenberg Traurig, P.A. or other 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 May 1 and November 1 of each year, commencing
May 1,2012.
"Bond" means the City of Sunny Isles Beach, Florida Capital Improvement Revenue and
Revenue Refunding Bond, Series 2011, issued pursuant to this Agreement.
"Business Day" means any day which is not a Saturday, Sunday or legal holiday in
Miami, Florida.
"City Manager" means the City Manager of the City.
"Clerk" means the Clerk or any Deputy Clerk of the City.
"Code" means the Internal Revenue Code of 1986, as amended, including the applicable
regulations of the Department of the Treasury (including applicable final regulations, temporary
regulations and proposed regulations), the applicable rulings of the Internal Revenue Service
(including published Revenue Rulings and private letter rulings) and applicable court decisions.
"Dated Date" means the date of issuance of the Bond.
"Event of Default" shall mean an event of default specified III Article VIII of this
Agreement.
"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.
"Half-Cent Sales Tax" means the net sales tax revenue authorized by the Florida
legislature from state-shared revenue sources which are distributed to counties and municipalities
(as described in the Half-Cent Sales Tax Program), whether levied in the amounts prescribed by
the Half-Cent Sales Tax Program or in any other amounts and whether imposed either by
amendment to the Half-Cent Sales Tax Program or otherwise.
"Half-Cent Sales Tax Program" means all proceedings imposing the Half Cent Sales Tax,
including Section 212.20(6) and Chapter 218, Florida Statutes, as the same may be amended or
supplemented from time to time.
2
MIA 182,189,515v6 11-2-11
"Holder" means the registered owner (or its authorized representative) of the Bond from
time to time, initially the Bank.
"Loan Documents" means this Agreement, the Bond, the Ordinance and all other
documents, agreements, certificates, schedules, notes, statements, and opinions, however
described, referenced herein or executed or delivered pursuant hereto or in connection with or
arising with the Loan or the transaction contemplated by this Agreement.
"Mayor" means the Mayor of the City and such other person as may be authorized to act
on his or her behalf.
"Non-Ad Valorem Revenues" means all revenues of the City 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" mean natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
"Pledged Revenues" shall mean all moneys derived by the City from the levy of the Half-
Cent Sales Tax.
"State" means the State of Florida.
"Supplemental Ordinance" means any ordinance or resolution of the City amending or
supplementing the Ordinance in accordance with the terms and provisions thereof.
Section 1.2. Interpretation. Unless the context clearly requires otherwise, words of
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa. This Agreement and all the terms and
provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the
validity hereof.
Section 1.3. Titles and Headinf!s. The titles and headings of the articles and sections
of this Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof, shall not in any way modify or restrict any of the terms and provisions
hereof, and shall not be considered or given any effect in construing this Agreement or any
provision hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE II
REPRESENTATIONS OF CITY THE CITY
The City represents and warrants to the Bank that:
3
MIA 182,189,515v611-2-11
Section 2.1. Powers of Citv. The City is duly organized and validly existing as a
municipal corporation under the laws of the State. The City has the power to borrow the amount
provided for in this Agreement, to execute and deliver the Loan Documents, to secure the Bond
in the manner contemplated hereby, and to perform and observe all the terms and conditions of
the Bond and this Agreement on its part to be performed and observed. The City may lawfully
issue the Bond in order to obtain funds to finance the Project and to refinance the Prior Loan.
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 Ordinance and to execute and deliver this
Agreement, to issue, sell, and deliver the Bond to the Bank, and to carry out and consummate all
other transactions contemplated hereby and by the Loan Documents, and the City has complied
and will comply with all provisions of applicable law in all material matters relating to such
transactions. The City, by the 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 Bond to the Bank, and to that end the City warrants that it will take all action
and will do all things which it is authorized by law to take and to do in order to fulfill all
covenants on its part to be performed and to provide for and to assure payment of the Bond. The
City has duly adopted the Ordinance and authorized the execution, delivery, and performance of
the Bond and the Agreement and the taking of any and all other such action as may be required
on the part of the City to carry out, give effect to and consummate the transactions contemplated
by the Loan Documents. The Bond has been duly authorized, executed, issued and delivered to
the Bank and constitutes a legal, valid and binding obligation of the City enforceable in
accordance with their terms and the terms of the Ordinance, and is entitled to the benefits and
security of the Ordinance and this Agreement. All approvals, consents, and orders of and filings
with any governmental authority or agency which would constitute a condition precedent to the
issuance of the Bond or the execution and delivery of or the performance by the City of its
obligations under the Loan Documents have been obtained or made and any consents, approvals,
and orders to be received or filings so made are in full force and effect.
Section 2.3. Af!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 of the City enforceable in accordance with their respective terms.
Section 2.4. Litif!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 Bond or any of the other Loan
Documents or of any action taken or to be taken in connection with the transactions
contemplated hereby or thereby.
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
4
MIA 182, 189,515v6 11-2-11
there has been no material and adverse change in the financial condition of the City from that
presented in such information.
ARTICLE III
COVENANTS OF THE CITY
Section 3.1. Affirmative Covenants. The City covenants, for so long as any of the
principal amount of or interest on the Bond is outstanding and unpaid or any duty or obligation
of the City hereunder or under any of the other Loan Documents remains unpaid or unperformed,
as follows:
(a) Use of Proceeds. The City covenants that the proceeds from the Bond will
be used only for the purposes of: (i) financing a portion of the costs of development of the
Project; (ii) refunding and redeeming the Prior Loan; and (iii) paying costs of issuance of the
Bond and of refunding the Prior Loan. The City represents that, as of the date of issuance of the
Bond, there are no other bonds or obligations of the City secured by the Pledged Revenues and
no other bonds or obligations of the City secured by a covenant to budget and appropriate from
Non-Ad Valorem Revenues, other than the Prior Loan and the obligations specified in Exhibit A
to this Agreement (such specified obligations being collectively referred to hereinafter as the
"Prior Debt").
(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.
(c) Records. The City agrees that any and all records of the City shall be open
to inspection by the Bank or its representatives at all reasonable times at the offices of the City.
(d) Maintain Existence. The City shall do all things lawfully within its power
to maintain its existence as a municipal corporation of the State, and shall not voluntarily
dissolve.
(e) Notice of Liabilities. The City shall promptly inform the Bank of any
actual or potential contingent liabilities or pending or threatened litigation of any amount that
could reasonably be expected to have a material and adverse effect upon the financial condition
of the City.
(f) Insurance. The City shall maintain such liability, casualty and other
insurance as is reasonable and prudent for similarly situated municipal corporations of the State
and shall upon the request of the Bank, provide evidence of such coverage to the Bank.
(g) Comply with Laws. The City is in compliance with and shall comply
with all applicable federal, state and local laws and regulatory requirements.
5
MIA 182, 189,515v6 11-2-11
(h) Taxes. In the event the Bond, this Agreement or any other Loan
Document should be subject to the excise tax on documents or the intangible personal property
tax, or any similar tax, of the State of Florida, the City shall pay such taxes or reimburse the
Bank for any such taxes paid by it.
(i) Investments. The City shall invest only in obligations permitted by
Section 218.415(16), Florida Statutes, as amended, or any successor provision.
U) Maintenance of Account with Bank. The City agrees that so long as the
Bond are outstanding and the Bank shall remain a Qualified Public Depository within the
meaning of Section 280.02, Florida Statutes, as amended, the City shall maintain at least one
depository account with the Bank. The City shall designate a depository account maintained by
it with the Bank as the Bond Fund created pursuant to Section 6.1 of this Agreement, against
which the Bank may collect principal of and interest on the Bond when due and payable via
ACH Direct Debit.
Section 3.2. Bank Fees and Expenses. The City hereby agrees to pay a Bank loan fee
in the amount of $1,500 and the fees of counsel to the Bank in connection with the issuance of
the Bond in the amount of $4,500, said amounts to be due and payable upon the issuance of the
Bond.
Section 3.3. Ref!istration and Exchanf!e of Bond; Persons Treated as Owners. So
long as the Bond shall remain unpaid, the City will keep books for the registration and transfer of
the Bond. The Bond shall be transferable only upon such registration books. The City will
transfer the registration of Bond upon written request of the Bank specifying the name, address
and taxpayer identification number of the transferee.
The Person in whose name the Bond shall be registered shall be deemed and regarded as
the absolute owner thereof for all purposes, and payment of principal and interest on the Bond
shall be made only to or upon the written order of such Person. All such payments shall be valid
and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums
so paid.
Section 3.4. Payment of Principal and Interest. The City promises that it will
promptly pay the principal of and interest on the Bond at the place, on the dates and in the
manner provided therein according to the true intent and meaning hereof and thereof, provided
that the principal of and interest on the Bond is secured solely as provided in Section 3.5 hereof,
and nothing in the Bond 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
Bond shall not be or constitute a general obligation or indebtedness of the City within the
meaning of the Constitution of Florida, but shall be payable solely from and secured in the
manner and to the extent provided in Section 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 Bond or the interest thereon, nor shall any Holder be entitled to
payment of such principal and interest from any other funds of the City other than the Non-Ad
Valorem Revenues and the Pledged Revenues, all in the manner and to the extent herein
provided.
6
MIA 182, 189,515v6 11-2-11
Section 3.5. Securitv for the Bond.
(a) Covenant to Budf!et and Appropriate. The City hereby covenants and agrees to
appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Revenues
lawfully available in each Fiscal Year, amounts sufficient to pay the principal and interest due on
the Bond in accordance with 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.
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. The Bank acknowledges that it may not have 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 Bond 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 of the City or which arc legally mandated by applicable law.
(b) Pledf!e of Pledf!ed Revenues. From and after the issuance of the Bond, and
continuing until the payment in full of the Bond as to principal, interest (as the same may be
adjusted in accordance with the provisions of this Agreement and the Bond), and any premium
due, the Pledged Revenues shall be pledged for the prompt payment of the
Bond.
Without the prior written consent of the Holder, which consent may be granted, withheld
or made subject to conditions in the Bank's sole discretion, the City will not terminate or modify
its participation in the Half-Cent Sales Tax Program in any manner so as to impair or adversely
affect in any manner the pledge of the Half-Cent Sales Tax made herein.
Without the prior written consent of the Holder, the City will not change, revise or reduce
its distribution of the Half-Cent Sales Tax.
The City shall diligently enforce and collect the Half-Cent Sales Tax and shall take steps,
actions and proceedings for the enforcement and collection of such Half-Cent Sales Tax as shall
become delinquent to the full extent permitted or authorized by law, and will maintain accurate
records with respect thereof.
7
MIA 182, 189,515v6 11-2-11
Section 3.6. Prepayment. The City shall be entitled to prepay the Bond prior to
maturity in whole or in part at any time on or after November 10, 2014, at a price as set forth in
the form of Bond attached hereto as Exhibit B, plus accrued interest to the date of prepayment,
plus a make whole premium determined as set forth in such form of Bond, upon written notice to
the Holder given by the City not less than two (2) Business Days prior to the date fixed for
prepayment. Such notice shall specify the amount of the prepayment which is to be applied.
Section 3.7. Business Days. In any case where the due date of interest on or principal
of the Bond is not a Business Day, then payment of such principal or interest need not be made
on such date but may be made on the next succeeding Business Day, provided that credit for
payments made shall not be given until the payment is actually received by the Bank.
Section 3.8. Officers and Employees of the Citv Exempt from Personal Liabilitv.
No recourse under or upon any obligation, covenant or agreement of this Agreement or the Bond
or for any claim based thereon or otherwise in respect thereof, shall be had against any
Commissioner of the City, or any officer, agent or employee, as such, of the City past, present or
future, it being expressly understood (a) that the obligation of the City under this Agreement and
the Bond is solely a corporate one, (b) that no personal liability whatsoever shall attach to, or is
or shall be incurred by, the City Commission, or the officers, agents, or employees, as such, of
the City, or any of them, under or by reason of the obligations, covenants or agreements
contained in this Loan Agreement or implied therefrom, and (c) that any and all such personal
liability of, and any and all such rights and claims against, every such Commissioner of the City,
and every officer, agent, or employee, as such, of the City under or by reason of the obligations,
covenants or agreements contained in this Loan Agreement, or implied therefrom, are waived
and released as a condition of, and as a consideration for, the execution of this Loan Agreement
and the issuance of the Bond on the part of the City.
Section 3.9. Bond 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
the City may prescribe and paying such expenses as the City may incur. The Bond so
surrendered shall be canceled.
Section 3.10. Section 265 Desif!nation of Bond. The reasonably anticipated amount of
tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of
the Code) which have been or will be issued by the City during calendar year 2011 does not
exceed $10,000,000. There are no entities which are subordinate to or which issue obligations on
behalf of the City. The City hereby designates the Bond as "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 Bond to no
longer be "qualified tax-exempt obligations."
Section 3.11. Tax Representations. Warranties and Covenants of the Citv.
Notwithstanding anything herein to the contrary, the City hereby covenants and represents that it
8
MIA 182, 189,515v6 11-2-11
has taken and caused to be taken and shall make and take and cause to be made and taken all
actions that may be required of it for the interest on the Bond to be and remain excluded from the
gross income of the Holder for federal income tax purposes, and that to the best of its knowledge
it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability
and within its control, it shall not make or take, or permit to be made or taken on its behalf, any
action which, if made or taken, would adversely affect such exclusion under the provisions of the
Code.
The City acknowledges that the continued exclusion of interest on the Bond from gross
income for federal income tax purposes depends, in part, upon compliance with the arbitrage
limitations imposed by Sections 1 03(b )(2) and 148 of the Code. The City hereby acknowledges
responsibility to take all reasonable actions necessary to comply with these requirements. The
City hereby agrees and covenants that it shall not permit at any time or times any of the proceeds
of the Bond or other funds of the City to be intentionally used, directly or indirectly, to acquire or
to replace funds which were used directly or indirectly to acquire any higher yielding
investments (as defined in Section 148 of the Code), the acquisition of which would cause the
Bond to be an arbitrage bond for purposes of Sections 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.
Specifically, without intending to limit in any way the generality of the foregoing, the
City covenants and agrees:
(a) to pay to the United States of America at the times required pursuant to
Section 148( f) of the Code, the excess of the amount earned on all non-purpose investments (as
defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess
described in this sentence) over the amount which would have been earned if such non-purpose
investments were invested at a rate equal to the yield on the Bond, plus any income attributable
to such excess (the "Rebate Amount");
(b) to maintain and retain all records pertaining to and to be responsible for
making or causing to be made all determinations and calculations of the Rebate Amount and
required payments ofthe Rebate Amount as shall be necessary to comply with the Code; and
(c) to comply with all representations and restrictions contained in any Tax
Certificate executed by the City in connection with the Bond.
The City understands that the foregoing covenants impose continuing obligations on it to
comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the
Code so long as such requirements are applicable.
Section 3.12. Additional Tax Covenants of the Citv. For so long as the Bond remains
outstanding, the City hereby covenants as follows:
(a) It will comply with, and timely make or cause to be made all filings
required by, all effective rules, rulings or regulations promulgated by the Department of the
Treasury or the Internal Revenue Service;
9
MIA 182, 189,515v6 11-2-11
(b) It will not use, invest, direct or permit the investment of the proceeds of
the Bond or any investment earnings thereon in a manner that will result in such Bond becoming
a "private activity bond" within the meaning of Sections 141 and 145 of the Code;
( c) It will not use or permit to be used more than ten percent (10%) of the
proceeds of the Bond (including any amounts used to pay costs associated with issuing such
Bond), including all investment income earned on such proceeds directly or indirectly, in any
trade or business carried on by any person who is not the City or a state or political subdivision
or instrumentality thereof as those terms are used in Section 103 of the Code (an "Exempt
Person");
(d) It will not use or permit the use of any portion of the proceeds of the
Bond, including all investment income earned on such proceeds, directly or indirectly, to make
or finance loans to persons who are not Exempt Persons;
(e) It has not en~ered 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 Bond (a "Service Contract"), unless the guidelines set
forth in Revenue Procedure 97-13 (or the guidelines set forth in Revenue Procedure 93-19, to the
extent applicable, or any new, revised or additional guidelines applicable to Service Contracts)
(the "Guidelines"), are satisfied, except to the extent it obtains a private letter ruling from the
Internal Revenue Service or an opinion of nationally recognized Bond Counsel which allows for
a variation from the Guidelines;
(1) It will not cause the Bond to be treated as "federally guaranteed" for
purposes of Section 149 of the Code, as may be modified in any applicable rules, rulings,
policies, procedures, regulations or other official statements promulgated or proposed by the
Department of the Treasury or the Internal Revenue Service with respect to "federally
guaranteed" obligations described in Section 149 of the Code. For purposes of this paragraph, the
Bond shall be treated as "federally guaranteed" if (i) all or any portion of the principal or interest
is or will be guaranteed directly or indirectly by the United States of America or any agency or
instrumentality thereof, or (ii) 5% or more of the proceeds of the Bond will be (A) used in
making loans the payment of principal or interest with respect to which is to be guaranteed in
whole or in part by the United States of America or any agency or instrumentality thereof, or (B)
invested directly or indirectly in federally insured deposits or accounts, and (iii) such guarantee
is not described in Section 149(b)(3) of the Code; and
(g) It will comply with the information reporting requirements of Section
149(e)(2) of the Code.
The terms "debt service," "gross proceeds," "net proceeds," "proceeds," and "yield" have
the meanings assigned to them for purposes of Section 148 of the Code.
10
MIA 182, 189,515v6 11-2-11
ARTICLE IV
CONDITIONS OF LENDING
Section 4.1. Conditions of Lendinf!. The obligations of the Bank to lend hereunder are
subject to the following conditions precedent:
(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.
(b) Supportinf! Documents. On or prior to the date hereof, the Bank shall
have received the following supporting documents, all of which shall be satisfactory in form and
substance to the Bank (such satisfaction to be evidenced by the purchase of the Bond by the
Bank):
(i) The opinion of the City Attorney or special counsel to the City
regarding the due authorization, execution, delivery, validity and enforceability of this
Agreement and the Bond, the City's power to incur the debt evidenced by the Bond and the due
adoption of the Ordinance;
(ii) The opinion of Bond Counsel to the effect that, (A) the interest on
the Bond is excluded from gross income for federal income tax purposes, (B) the interest on the
Bond is not an item of tax preference under Section 57 of the Code, (C) the Bond are qualified
tax-exempt obligations under Section 265(b)(3) of the Code and (D) the Bond and the income
thereon is exempt from the State excise tax on documents; and
(iii) Such additional supporting documents as the Bank or its counsel
may reasonably request.
ARTICLE V
THE LOAN; CITY'S OBLIGATION; DESCRIPTION AND PAYMENT TERMS
Section 5.1. The Loan. The Bank hereby agrees to loan to the City the amount of
$10,000,000 to be evidenced by the Bond, to provide funds to finance the Project, to refinance
the Prior Loan and to pay closing costs, upon the terms and conditions set forth in the 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 Bond. To evidence the Loan, the
City shall issue and deliver to the Bank the Bond, substantially in the form attached hereto as
Exhibit "B".
11
MIA 182, 189,515v6 11-2-11
ARTICLE VI
CREATION AND USE OF FUNDS AND ACCOUNTS
Section 6.1. Bond Fund. There is hereby created a fund, entitled "City of Sunny Isles
Beach, Florida, Capital Improvement Revenue and Revenue Refunding Bond, Series 2011 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(a) hereof
and/or Pledged Revenues as specified in Section 3.5(b) hereof, which, together with the amounts
already on deposit therein, will enable the City to pay the principal of and interest on the Bond
on each Bond Payment Date. Moneys in the Bond Fund shall be applied on each Bond Payment
Date to the payment of principal of and interest on the Bond coming due on each such date.
Section 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.
The designation and establishment of the funds and accounts in and by this Agreement
shall not be construed to require the establishment of any completely independent, self-balancing
funds, as such term is commonly defined and used in governmental accounting, but rather is
intended solely to constitute an earmarking of certain revenues and assets of the City for the
purposes herein provided and to establish certain priorities for application of such revenues and
assets.
Section 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 and Revenue Refunding Bond, Series 2011 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 ofthe City.
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 Bond (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
required to comply with the requirements of this Section 6.3 in the event that the City obtains
and opinion of Bond Counsel that (i) such compliance is not required in order to maintain the
federal income tax exemption of interest on the Bond and/or (ii) compliance with some other
requirement is necessary to maintain the federal income tax exemption of interest on the Bond.
12
MIA 182, 189,515v6 11-2-11
ARTICLE VII
SPECIAL COVENANTS
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 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 provide the Holder with a copy of its
annual operating budget within 30 days of final adoption. The City shall also provide to the
Holder any other financial information reasonably requested by such Holder.
Section 7.2. Coveraf!e 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 ofthis paragraph
and Section 7.3,
(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;
(b) "Debt Obligations" shall mean debt service on debt obligations of the
City, including the Bond and the Prior Debt, which are secured by or payable from general or
specific Non-Ad Valorem Revenues;
(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.
Section 7.3. Additional Indebtedness. Without the prior written consent of the Bank,
which consent may be granted, withheld or made subject to conditions in the Bank's sole
discretion, the City shall not hereafter incur any indebtedness payable from any Non-Ad
Valorem Revenues (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
13
MIA 182,189,515v611-2-11
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.
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.1. General. An "Event of Default" shall be deemed to have occurred under
this Agreement if:
(a) The City shall fail to make any payment of the principal of or interest on
the Bond after the same shall become due and payable, whether by maturity, by acceleration at
the discretion of the Bank as provided for in Section 8.2, or otherwise; or
(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
(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
(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
(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
14
MIA 182, 189,515v6 11-2-11
(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 unstayed for a period of more than 30 days; or
(i) An event of default occurs with respect to the Prior Debt or any loan
documentation in connection therewith.
Section 8.2. Effect of Event of Default. Except as otherwise provided in the Bond,
immediately and without notice, upon the occurrence of any Event of Default, the Bank may
declare all obligations of the City 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 seek enforcement of and exercise all remedies
available to it under the Ordinance, the Act and any other applicable law.
Should the City default in any obligation created by this Agreement or the Bond, the
Bank may, in addition to any other remedies set forth in this Agreement or the Bond, either at
law or in equity, by suit, action, mandamus or other proceeding in any court of 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
Section 9.1. No Waiver: Cumulative Remedies. No failure or delay on the part of the
Bank in exercIsmg any right, power, remedy hereunder, or under the Bond or other Loan
Documents shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor
shall any single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof, or the exercise of any other right, power or remedy hereunder or
thereunder. The remedies herein and therein provided are cumulative and not exclusive of any
remedies provided by law or in equity.
Section 9.2. Amendments. Chanf!es or Modifications to the Af!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
attorneys' fees incurred in modifying and/or amending this Agreement at the City's request or
behest.
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.
15
MIA 182,189,515v611-2-11
Section 9.4. Severabilitv. If any clause, provision or section of this Agreement shall be
held illegal or invalid by any court, the invalidity of such clause, provision or section shall not
affect any other provisions or sections hereof, and this Agreement shall be construed and
enforced to the end that the transactions contemplated hereby be effected and the obligations
contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not
been contained herein.
Section 9.5. Term of Af!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 Bond are outstanding.
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:
If to the City:
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
Government Division
8699 NW 36th Street
Miami, Florida 33131
Fax Number: 305-597-6618
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.
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.
Section 9.8. Bindinf! Effect; Assif!nment. 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, which consent may be granted, withheld or made subject to
conditions in the Bank's sole discretion.
16
MIA 182, 189,515v6 11-2-11
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.
Section 9.10. No Third Partv Beneficiaries. It is the intent and agreement of the parties
hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party
hereto shall have any rights or privileges hereunder.
Section 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 Bond,
or the 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.
Section 9.12. Entire Af!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.
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.
Section 9.14. Waiver of JUry Trial. THE CITY AND THE BANK IRREVOCABLY
AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING
IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS
AGREEMENT, THE BOND OR THE ORDINANCE. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS AGREEMENT.
17
MIA 182, 189,515v6 11-2-11
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
By:
Norman S. Edelcup
Mayor
SUNTRUST BANK
By:
Steve T. Leth
Senior Vice President
18
MIA 182,189,515v611-2-11
EXHIBIT "A" TO LOAN AGREEMENT
CITY OF SUNNY ISLES BEACH, FLORIDA
OUTST ANDING "CBA" INDEBTEDNESS
$17,945,000 2002C Florida Municipal Loan Council
$20,000,000 Promissory Note (2009)
$15,000,000 Capital Improvement Bonds, Series 2010
$3,000,000 Stormwater Utility Revenue Bond, Series 2002
$3,500,000 Stormwater Utility Revenue Bond, Series 2010
A-I
MIA 182, 189,515v6 11-2-11
EXHIBIT "B" TO LOAN AGREEMENT
FORM OF BOND
, 2011
$10,000,000
CITY OF SUNNY ISLES BEACH, FLORIDA
CAPIT AL IMPROVEMENT REVENUE BOND, SERIES 2011
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 SunTrust Bank, or registered assigns (hereinafter, the "Bank" or the
"Holder"), the principal sum of $10,000,000, together with interest on the principal balance
outstanding at the rate of 2.38% 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 designated as the Bond Fund in the Loan Agreement
mentioned hereinafter, 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.
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.
The principal on this Bond shall be due and payable on November 1 of each year (each, a
"Bond Payment Date"), beginning November 1,2012, through and including November 1,2026
(the "Maturity Date") in the amounts set forth on the payment schedule attached hereto.
Interest on this Bond shall be due and payable on each Bond Payment Date (as defined in
the Loan Agreement), beginning May 1, 2012, through and including 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.
For purposes of this Bond, the following definitions shall apply:
"Change in Law" means the occurrence, after the date of this Bond, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directive
thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or, pursuant to the accord commonly referred
A-I
MIA 182, 189,515v6 11-2-11
to as "Basel III" or the United States or foreign regulatory authorities, shall in each case be
deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.
"Determination of Taxability" means a final decree or judgment of any Federal court or
a final action of the Internal Revenue Service determining that interest paid or payable on this
Bond is or was includable in the gross income of the Holder for Federal income tax purposes;
provided, that no such decree, judgment, or action will be considered final for this purpose,
however, unless the City has been given written notice and, if it is so desired and is legally
allowed, has been afforded the opportunity to contest the same, either directly or in the name of
the Holder, and until the conclusion of any appellate review, if sought.
"Governmental Authority" shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.
"Interest Rate" shall mean a per annum rate equal to (a) 2.38%, multiplied, prior to the
occurrence of a Determination of Taxability, by (b) the Margin Rate Factor, and, both prior to
and after the occurrence of a Determination of Taxability, subject to additional adjustment as
provided herein.
"Margin Rate Factor" shall mean the fraction the numerator of which is equal to one
(1) minus the Maximum Federal Corporate Tax Rate on the date of calculation and the
denominator of which is 0.65. The Margin Rate Factor shall be 0.65/0.65 or 1.0 so long as the
Maximum Federal Corporate Tax Rate shall be 35%, and thereafter shall increase from time to
time effective as of the effective date of any decrease in the Maximum Federal Corporate Tax
Rate, or shall decrease from time to time effective as of the date the City notifies the Bank in
writing of any increase in the Maximum Federal Corporate Tax Rate.
"Maximum Federal Corporate Tax Rate" shall mean the maximum rate of income
taxation imposed on corporations pursuant to Section 11 (b) of the Code, determined without
regard to tax rate or tax benefit make-up provisions such as the last two sentences of Section
11 (b )(1) of the Code, as in effect from time to time (or, if as a result of a change in the Code the
rate of income taxation imposed on corporations shall not be applicable to the Holder, the
maximum statutory rate of federal income taxation which could apply to the Holder). The
Maximum Federal Corporate Tax Rate on the date of execution of this Bond is 35%.
"Taxable Period" shall mean the period of time between (a) the date that interest on this
Bond is deemed to be includable in the gross income of the owner thereof for federal income tax
purposes as a result of a Determination of Taxability, and (b) the date of the Determination of
Taxability.
"Taxable Rate" shall mean, upon a Determination of Taxability, the interest rate per
annum that shall provide the Bank with the same after tax yield that the Bank would have
otherwise received had the Determination of Taxability not occurred, taking into account the
increased taxable income of the Bank as a result of such Determination of Taxability. The Bank
A-2
MIA 182, 189,515v6 11-2-11
shall provide the City with a written statement explaining the calculation of the Taxable Rate,
which statement shall, in the absence of manifest error, be conclusive and binding on the City.
The Taxable Rate shall be subject to adjustment as provided herein.
Capital Adequacy. If, after the date of this Bond, the Bank shall have reasonably
determined that a Change in Law shall have occurred that has or would have the effect of
reducing the rate of return on the Bank's capital, on this Bond or otherwise, as a consequence of
its ownership of this Bond to a level below that which the Bank could have achieved but for such
adoption, change or compliance (taking into consideration the Bank's policies with respect to
capital adequacy) by an amount deemed by the Bank to be material, then from time to time,
promptly upon demand by the Bank, the City hereby agrees to pay the Bank such additional
amount or amounts as will compensate the Bank for such reduction. The City shall pay to the
Bank such additional amount or amounts as will compensate the Bank for such reduction,
provided that at such time the Bank shall generally be assessing such amounts on a non-
discriminatory basis against borrowers having loans similar to the loan evidenced by this Bond.
A certificate of the Bank claiming compensation under this subsection and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest
error. In determining any such amount, the Bank may use any reasonable averaging and
attribution methods. The Bank shall notify the City in writing of any adjustments pursuant to
this paragraph.
Additional Costs. In the event that any applicable law or regulation or the interpretation
or administration thereof by any governmental authority charged with the interpretation or
administration thereof (whether or not having the force of law) (i) shall change the basis of
taxation of payments to the Bank of any amounts payable by the City hereunder (other than taxes
imposed on the overall net income of the Bank) or (ii) shall impose, modify or deem applicable
any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by the Bank, or (iii) shall impose any other condition with respect
to this Bond, and the result of any of the foregoing is to increase the cost to the Bank of making
or maintaining this Bond or to reduce any amount receivable by the Bank hereunder, then the
City shall from time to time, upon demand by the Bank, pay to the Bank additional amounts
sufficient to compensate the Bank for such increased costs (the "Additional Costs"). A detailed
statement as to the amount of such Additional Costs, prepared in good faith and submitted to the
City by the Bank, shall be conclusive and binding in the absence of manifest error.
Prepayments; Make Whole Premium. From and after November 10,2014, this Bond
may be pre-paid in whole or in part on date subject to the terms hereof and upon at least two
Business Days' prior written notice from the City to the Bank specifying the amount of
prepayment. The City shall, at the time of such prepayment, pay to the Bank the interest accrued
to the date of prepayment on the principal amount being prepaid plus an additional fee or
redemption premium 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 loan
at _% (the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate
swaps for a term corresponding to the term of the Bond, interpolated to the nearest month, if
necessary, that was in effect three Business Days prior to the issuance date of the Bond), and (2)
the amount that would be realized by the Bank by reinvesting such prepaid funds for the
remaining term of the loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate
A-3
MIA 182, 189,S1Sv6 11-2-11
payers in interest rate swaps, interpolated to the nearest month, that was in effect three Business
Days prior to the repayment date; both discounted at the same interest rate utilized in
determining the applicable amount in (2). Should the present value have no value or a negative
value, the City may prepay with no additional fee or redemption premium. Should the Federal
Reserve no longer release rates for fixed-rate payers in interest rate swaps, the Bondholder 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. The application
of such fee or prepayment premium is not intended to, and shall not be deemed to be, an increase
in the Interest Rate.
Determination of Taxability. Upon the occurrence ofa Determination of Taxability and
for as long as this Bond remains outstanding, the Interest Rate on the Bond shall be converted to
the Taxable Rate. In addition, upon a Determination of Taxability, the City shall pay to the Bank
(i) an additional amount equal to the difference between (A) the amount of interest actually paid
on the Bond during the Taxable Period and (B) the amount of interest that would have been paid
during the Taxable Period had the Bond borne interest at the Taxable Rate, and (ii) an amount
equal to any interest, penalties on overdue interest and additions to tax (as referred to in
Subchapter A of Chapter 68 of the Code) owed by the Bank as a result of the Determination of
Taxability.
Additional Payments if Bond Determined not be Bank Qualified. If it is determined
that the Bond is not a "qualified tax exempt obligation" within the meaning of Section
265(b)(3)(C) of the Code, then the interest rate borne by the Bond will increase to _% per
annum, as of the date of determination that the Bond is not a qualified tax exempt obligation.
Such non bank qualified interest rate will be subject to further adjustment as provided herein.
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.
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.
This Bond is issued pursuant to (a) an Ordinance duly adopted by the City Commission
of the City on , 2011 (the "Ordinance"), for the purposes of: (i) financing a
portion of the costs of development of City parklands, municipal garage and improvements to
A-4
MIA 182, 189,S1Sv6 11-2-11
-
eXIstmg parks; (ii) refinancing a loan made by the Florida Municipal Loan Council from
proceeds of its Revenue Bonds, Series 200 I-A, outstanding in the principal amount of
$7,575,000 as of November 1, 2011, the proceeds of which were applied to finance the
construction of the Sunny Isle Beach Government Center, and to acquire land for and construct
Samson Park and Gwen Margolis Park; and (iii) paying costs of issuance of the Bond and of
refunding the Prior Loan, and (b) 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.
The City has covenanted and agreed in the Loan Agreement to appropriate in its annual
budget, by amendment, if necessary, from Non-Ad Valorem Revenues lawfully available in each
Fiscal Year, amounts sufficient to pay the principal and interest due on the Bond in accordance
with its terms during such Fiscal Year. "Non-Ad Valorem Revenues" means all revenues of the
City derived from any source other than ad valorem taxation on real or personal property which
the City derived from any source other than ad valorem taxation on real or personal property
which are legally available to make the payments required under the Loan Agreement; but only
after provision has been made by the City for the payment of all essential or legally mandated
services. Such covenant and agreement on the part of the City to budget and appropriate such
amounts of Non-Ad Valorem Revenues shall be cumulative to the extent not paid, and shall
continue until such Non-Ad Valorem Revenues or other legally available funds in amounts
sufficient to make all such required payments shall have been budgeted, appropriated and
actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to
maintain any services or programs, now provided or maintained by the City, which generate
Non-Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or pledge of such
Non-Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non-Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non-Ad
Valorem Revenues. The Bank acknowledges that it may not have 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 Bond 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.
The payment in full of this Bond as to principal, interest (as the same may be adjusted in
accordance with the provisions of the Loan Agreement and this Bond), and any premium due,
A-5
MIA 182, 189,S1Sv6 11-2-11
shall be further secured by a pledge by the City of the Pledged Revenues (as defined in the Loan
Agreement).
Reference is hereby made to the Loan Agreement for the provisions, among others,
relating to the terms, lien and security of the Bond, the custody and application of the proceeds
of the Bond, the rights and remedies of the Holder of the Bond, and the extent of and limitations
on the City's rights, duties and obligations, to all of which provisions the Holder hereof for
himself and his successors in interest assents by acceptance of this Bond.
THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE A GENERAL DEBT OR
A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, OR A DEBT OR PLEDGE OF
THE FAITH AND CREDIT OF THE STATE OF FLORIDA OR ANY POLITICAL
SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL,
LEGISLATIVE OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY
AGREED BY THE HOLDER OF THIS BOND THAT SUCH HOLDER SHALL NEVER
HAVE THE RIGHT, DIRECTLY OR INDIRECTLY, TO REQUIRE OR COMPEL THE
EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR ANY OTHER
POLITICAL SUBDIVISION OF THE STATE OF FLORIDA OR TAXATION IN ANY FORM
ON ANY REAL OR PERSONAL PROPERTY FOR THE PAYMENT OF THE PRINCIPAL
OF, PREMIUM, IF ANY, AND INTEREST ON THIS BOND OR FOR THE PAYMENT OF
ANY OTHER AMOUNTS PROVIDED FOR IN THE LOAN AGREEMENT.
It is further agreed between the City and the Holder of this Bond that neither the members
of the Governing Body of the City nor any person executing the Bond shall be liable personally
on the Bond by reason of its issuance.
This Bond may be exchanged or transferred by the Bank hereof but only upon the
registration books maintained by the City and in the manner provided in the Loan Agreement.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in the execution, delivery and the
issuance of this Bond do exist, have happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Bond is in full compliance with and does
not exceed or violate any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City of 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
_ day of , 2011.
CITY OF SUNNY ISLES BEACH, FLORIDA
[SEAL]
By:
Mayor
A-6
MIA 182,189,S1Sv611-2-11
ATTEST:
By:
Clerk
A-7
MIA 182, 189,S1Sv6 11-2-11
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to transfer the within Bond in the books kept
by the City for the registration thereof, with full power of substitution in the premises.
Date:
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 Bond in every
particiculate, or any change whatever.
[Form of Abbreviations]
The following abbreviations, when used in the inscription on the face of the within Bond,.
shall be construed as though they were written out in full according to the applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivorship and not as tenants in common
UNIFORM TRANS MIN ACT - Custodian for (Cust.) (Minor) under
Uniform Transfers to Minors Act of
(State).
Additional abbreviations may also be used
though not in the above list.
Name and address of assignee for payment and notice purposes
Payment:
Notice:
Date:
Assignee:
By:
Title:
A-8
MIA 182, 189,S1Sv6 11-2-11
PAYMENT SCHEDULE
City of Sunny Isles Beach, Florida
$10,000,000 Capital Improvement Revenue and Revenue Refunding Bond, Series 2011
Issuance Date: ,2011
Interest Rate: 2.38%
US Rule -- 360 Dav Year
Date Payment Interest Principal Balance
Loan 10/31/2011 10,000,000.00
2011 Totals 0.00 0.00 0.00
1 05/01/2012 119,661.11 119,661.11 0.00 10,000,000.00
2 11/01/2012 680,942.00 119,000.00 561,942.00 9,438,058.00
2012 Totals 800,603.11 238,661.11 561,942.00
3 05/0112013 112,312.89 112,312.89 0.00 9,438,058.00
4 11/01/2013 688,289.89 112,312.89 575,977.00 8,862,081.00
2013 Totals 800,602.78 224,625.78 575,977.00
505/01/2014 105,458.76 105,458.76 0.00 8,862,081.00
6 11/01/2014 695,144.76 105,458.76 589,686.00 8,272,395.00
2014 Totals 800,603.52 210,917.52 589,686.00
705/01/2015 98,441.50 98,441.50 0.00 8,272,395.00
811/0112015 702,161.50 98,441.50 603,720.00 7,668,675.00
2015 Totals 800,603.00 196,883.00 603,720.00
905/01/2016 91,257.23 91,257.23 0.00 7,668,675.00
10 11/0112016 709,346.23 91,257.23 618,089.00 7,050,586.00
2016 Totals 800,603.46 182,514.46 618,089.00
11 05/01/2017 83,901.97 83,901.97 0.00 7,050,586.00
12 11/0112017 716,700.97 83,901.97 632,799.00 6,417,787.00
2017 Totals 800,602.94 167,803.94 632,799.00
13 05/01/2018 76,371.67 76,371.67 0.00 6,417,787.00
14 11/01/2018 724,231.67 76,371.67 647,860.00 5,769,927.00
2018 Totals 800,603.34 152,743.34 647,860.00
15 05/01/2019 68,662.13 68,662.13 0.00 5,769,927.00
16 11/01/2019 731,941.13 68,662.13 663,279.00 5,106,648.00
2019 Totals 800,603.26 137,324.26 663,279.00
17 05/01/2020 60,769.11 60,769.11 0.00 5,106,648.00
18 11/01/2020 739,834.11 60,769.11 679,065.00 4,427,583.00
2020 Totals 800,603.22 121,538.22 679,065.00
1905/01/2021 52,688.24 52,688.24 0.00 4,427,583.00
20 11/01/2021 747,915.24 52,688.24 695,227.00 3,732,356.00
2021 Totals 800,603.48 105,376.48 695,227.00
21 05/01/2022 44,415.04 44,415.04 0.00 3,732,356.00
22 11/01/2022 756,188.04 44,415.04 711,773.00 3,020,583.00
2022 Totals 800,603.08 88,830.08 711,773.00
23 05/0112023 35,944.94 35,944.94 0.00 3,020,583.00
24 11/0112023 764,657.94 35,944.94 728,713.00 2,291,870.00
A-9
MIA 182, 189,S1Sv6 11-2-11
2023 Totals 800,602.88 71,889.88 728,713.00
25 05/01/2024 27,273.25 27,273.25 0.00 2,291,870.00
26 11/01/2024 773,330.25 27,273.25 746,057.00 1,545,813.00
2024 Totals 800,603.50 54,546.50 746,057.00
2705/01/2025 18,395.17 18,395.17 0.00 1,545,813.00
28 11/01/2025 782,208.17 18,395.17 763,813.00 782,000.00
2025 Totals 800,603.34 36,790.34 763,813.00
2905/01/2026 9,305.80 9,305.80 0.00 782,000.00
30 11/01/2026 791,305.80 9,305.80 782,000.00 0.00
2026 Totals 800,611.60 18,611.60 782,000.00
Grand Totals 12,009,056.51 2,009,056.51 10,000,000.00
A-IO
MIA 182, 189,S1Sv6 11-2-11
5
N
..;
N
""
LU
a:J
o
.....
u
o
~
o
Z
::l
Vl
W
Z
~ [b~jlll ~ ~ ~
~ i5~.....
o ~~~
~ ~:eo:
OC/) O~UJ
J: J: j:: r- n
· ~ C/) (,) CI) ~
~~~UJCI)
C/) C/) 0 0 CI) LIJ ~
~~~~~~~Lu5
uU~?~e:Q.
.
.
lOl
~9m
'<::t <.0-.
I <.0 e:!
C') 0') [~
0') _lO C>
CO '<::t~5
_ U') Ql ..
U') 0') 1:; (,)
o -." t(
~Cl ~~
c: E iil
W<(c:JC:
Cl >C/3C!l
.A" ::> ~ -g
- 08 ~
Cl c: g>.~
"'" '- -'
u..I ~ .E!
CI)!9
. en
u"'-
:.=c:0
.g~5
a. 0 ""
rn 0 g.
'0.....'0
oom
J::~a;
c
';: ~::
. Ql Ql
"'.0'0
~ ~ .~
.Q..co
u..ou
.geE
m.Q ;
Ql '" E
~.~ ci.
$E8
(/) 0 ..
-Ol')
>- ....
c c: '"
5 0 ..
cnE~
_",0
OcnN
Ba:'"
()"O~
Q) .- .c
oE iU E
_DOl
o >
.:0
B~Z
'm ai ~
.!Q 0 '"
E....-g
E c: Ql
o Ql c:
oE-c
B~~
o i5 c
-E(9~
Cti"5:2i1i
:5m.2~
Zalu..c
UJu>.cij
> Q) u l...
-lii"'O
CJ-Ol
>- >- al -g
ED C U) (f)
w 5 ~ R
a:cn.!!lo
WQ)>-a.
:I::E~rn
!Q .S c71'~
"\.Q~~g
:t-.tij~.E
'.~' ~ ~ ~ ~
(9
2
f=
W
W
~
2
o
Ci5
~
~
:I:~
00
L50
aJ~
C/)-
wO
...J....J
C/)e:{
;;:0
ZW
z8s
=>u..
C/)o
u..w
00
~f=
_0
02
-I- ..zoz
~ffi~Qt;:j~
a::!:a:~a:a:
OwOOWO
--'>...lwIu..
u..Ou..XDC)
'a: .WWz
Gl1.5wIo
US~iii~~>
al~alC)~~
cnl-cn~ 0..
Wii:WN~"
--'~...lo:a:a:
5!10!Qolr~
~u..~~wUS
zOz:J~[b
:Jz~~;;;a:
cnocnciiwa:
153~~~lr
- 0
i::!:~lD?:;C)
u~oQ~~
wwc(l->
WCJIcnZO
~zl-u..ffa:
cu..ocno..
15wOl-al ..
wcnuiJli:
zUCW :J
O~Zl1.~i'ii
Cii ol3l-~
cnl-ala:za:
~OCJz~~
~Z~-wLU
Ou..Cl-wcn
OO~ffiffia:
i:wu..:!:c(lr
_uwwz
oza:wc(C)
w:!iw!!;O~
I ~""--'D
I-~z<(w>
-WZIO
15w(lj<(I-a:
Ia:Ou..o..
wI- --'O~.u.i
~C)~<(1i:~~
~Z<(ClWI-D
~t::iw~2:i'ii~
Da:~>--'--
a:OZOWII-
OIWa:DXO
1->l1.DuJW
Z::lWl1.zcntl:
~~a:<(~~w
.l2
Ol
:0
.!l1
'OJ
>
'"
.!Q
C
Ol
E
:J
U
o
'0
'"
:s
'0
>-
a.
o
u
~
M
o
.....
,
C\J
C7>
.....
,},
o
C')
1il
t
Ol--,
(3'"
~I
UB
OlO
:E .;;
o ~
- :J
'0 0
Ol.r::
~ gJ
.: Q)
'0 C
Q) '00
~.5
~'"
E 8
Ol C
.1::: en
.~ c
~ .~
0)'0
C c
'6.Q
~ -
'" u
O)Ol
~ g-
'" c:
Ol .-
'C U
'g. :a
.sa
;~~~~.~~]~~sti~~~~~S s~~g8~d~.t~~E6~.S~.~ ~~~;~
.."O"E - en ~.g'~ ~}j.g ~ 13 a1 u ~ ~] ~] E ~ ~ ~'o CU~] ~ U ~ e :.~ ~ ~ ~. -~ s; ~ 2
~ la g.~ 0: " ;>. <II OJ:3 0: ~ '" p.;:J i;; 0 Ol 2 ~ >- 8 e ~ 2 -5 B 'cl u ~ -a Ol '~<E.!2 :rl ~ '0 'iij .. 1;! 1ij ..
U~-0~~~~~~I!~~o1JO:oii:~g~ii~ ~~~~1~1~1]~g~~!ti~il~~I~~~
'~. Q)..... <lJ _ s:: V) V)'5:: -c..... Q) i:d ==,..c::: ~ --...... ... Q) vi t::: cu ...... e ;:: - ~
c~~ ~.~]~~a~~~~~]~~~~ ~.~~~~~~~:~<~~~~~~9~cu'-o=V)
~'~~V)B~~~~8~.~~f~o~~~'C~~~U~~~~]~"Od~~M~O~~~~~~~~~
!00:8..~'clo~0:05.D8~o~1;!0:~;:J~C=~Ql~~00::EJ~~M~ee~Oo~S-et~ii:
<II - Ol 0 - 0: ..... = 0 O:.:::l = Ol'" 0'- 0 "," '" ~ :J l:; 0 _ p.., 0: - <II - Ol" woOl
f: ~ ~.;.~ ~ cd ~ u'~'S a ~ B 0 ~.8 E: ~ 0 &'V).a ~~ OJ..8'@ v ~ bIJ ~ :.a ""C1 ~] ~ ~ bJJ-c.~ 8 ~ r:: V)
~o~~=o:e"~M=I~ii:~,,'cluOlou,o~"~<II~~~"'R'cl~Bo~O:la..~p.uB~_=ii:"'~~
~ u .... td l.4 i> .... '-i ...-:.... ""' 0 ~ .......... > ..... ~ . "" >- (iJ OJ l1J +-"- V OJ ~ e tn. -'-' ~ ~ ...
.. Ol'clM~OO",O:"'''';:JO~'cl~OlMgOl1.-;:J'''o:Ol~o:~~;o-Ol-5QlOlOlo''''~~'cloVO
~ ~".Sii:iu~BB-5oeii:la~-5BOle 0~o-5B=~8.De~foii:-5~2 _lao:-5e
r:n. r:n.
r:n. C)
::j &
(.)
r:n.
E . ,.....( ~
0 ~
u
-0 0
ro III r:n.
~ z . ,.....(
I 0 C) r:n.
E
'" ~ +-J ~
~ u ro
w C)
..I ~
C W ~
-' J: . ,.....(
<
D: U ~ r:n.
w <(
:z: w ~ 0'\
i: llJ C
< ro
i: ::E
w ~ U . ,.....(
:z: ::E U
I-
w
z
'"
:E
o
a:
...
vi
w
!;;:
C
C
z
..:
u
.
~~<~~~~~~ i~~~~~~ ~~.~~~~~~g]~]6.~~~~~~~~~]~
'~Q)~OQ)~~_U ~~~.~_~=o ~Q)~=='>--<lJSV)~~~~~~""'''"C1-0~'''''O~'~
_ '" ~ '" 'cl::: >._ .: '" II! ,. '" 'cl ..., B -5 .><: '" ~ ~,,'O i:': 0'- ::i '" _ 0 ..... M:::: ,u - ,,~ -
_ '" .... Ol ~ _ 'cl II! -... 0: >-' _' <II S Ol ~ 0: - '" - v ~ ~ .- 0: 0 '" <V " .. '" v ..
~ ~::: ~- ~ 0" - ~ la - ~ ~ ~ '" o."':;;! ~ ~ -5 B 0 ~ f-< co:! ,!:l 0 ~] -5 Ole ii: ~ 1ij';;; ~ ~.D ~ a ",. ",'Qj
>t ... '.0.;: ~ ~ ~ ~ ~ I 0 ~ S .w- ~ ~ ~ ~ cU 1:: :> :.a ~ .....d ~ 0) "'tj ~ .c ~ ~..=..9 v 0 ~ 1ii ~ ~ ..2 of:
Ill.,!:: ~ V) aJ ==' ..c:; e > CQ - 2 ~ ~.- ~ "0 -d ~ o.c 0 '- V) ~ u ~..c:--, f-I .8 :s ~ t:4 > ~ Q) -5 ..... ..a "0 0 ~ ..... "'lj
Ja u >- ~ bJJ e Q) .., 0 tiS tiS ~ .. or: ~ ~ 1.01 C t:: 0 O-t U ..... 0 ~ > ~ t:: ~ t:: . V) "0 g ~o :.= ...V) -.... ...... V).~ ... ...... ..... en Q)
.... .. ~".+J ..... V) V) >- .. 0 -.....c:; :.< i:d ~ ~ ta ... btl IV .~. 0 ~ ~ . 10.1...... ~ cu ~ ..... 1:: ..... '';:: Q U
~ o.n ;>. 0 ~ ;>. M .. ~ <II Q. S p..... '" vi ~ .~ .5 <II!l 0 '" - ~ v 'cl "".a p... .-.a ii: ~ '" 11 0 S "'.- =
> "V~-OlO:'clVOl::EEOl~~""" p.;>.alU-SO:-",;>. u....eo Olf-< ii:<v"y~~"-
~ '; J::-~ Ol Ole ~:E ; '" i: III - 3 ~ ,<;:: r; ~ ~ o:;a C ~ "'.- 8 ~:-E ~ ~ '3'~ Ol g.s -5 "" 11 ~ e:3 'E _ ii: g ~
"C ~ ... J..l +J ~ 0)'- ~ II) ~ ........, .....::s ta Q en cu ~._ V) ";:J ~ 0 cu ~ "'C1 j,.., i:d 0 ~ TOO ""
~ "' ~ ~ "'>> S ~ Q).- _.....0 :a CS ~ 0 ~~.d e~~.o -~ V) ... ~ ~'1j:-::: ~'.;j ~...c: ~ Q) .... .... ... ~ ~ :1 "'0 ~..a V)
Ol~-'clOl o:eu;>. _up.p.~u Ol~ "ou~-~ '" weuo:~o:-R la~ "
;>.CJU "'~ 0'- 0 g Ol E::E::Ef-< Ol'- 0::3:ll.. Ol~;:Jj~ 0 MO >;~.s ~'cl '" 0= ~ 0'0 '" @ 0 lJ;';;O
S ~~ tt -:5 en bOoS B -5 ~ P.. ~ ~ Ja ~ f-4 ~ e.5 ~ "t;j:9 -:S eJ1 ~ oS ~ 'C 8 ~ ~ ~ ~ ~ ~'J2.o..c:
E6-~~~~;~
B~~gg.:g=iD
~ ~~~~~~m~
..... U)cUJE:5.......a..-
C3 :g~gG.~-gg.o
c ~g.g.55~:E~
(3 ~~ ~"fi:~ ~"fi'm
u .Sri~~EEE.E
~ 'E-o..~E"'~-o
U ~~-[~8~g.~
gf .~~!5~E~g..~
.S ~uUc()C.,,~
I .~m~~-E"fi~~
<i. .ijj~-c.S >-~:2 0
~ :5.s!5m~o~O
~ ~-;,~E~ti-g5
5.2U:EE~~"m
~ ~ ~ i .2 ~ 5 'E
2 ~~-o'n.!:.~~;:
o~5i~~~m~o~
c.;clii~~gQ)5~
~~]! 8~ a.;lu11
~~~~[~~~~
~~2~g-i5-fi~~
~ ~ --g E 2 "E ,S .:: .~
~~~t!?~8"ES~
~.c.~~~ ~ ~E~
~m~~~~~c;~
e([)'~1&6~~:5g
~~~.s ~~ 3:_~~
O~D5~~~5i~
.~ 5 a ~~ ~ E ~ ~
QiUJ~'~11"""'~.~ 8 0
~o~~~.~as~
f/)€oQ)eQi.s:t::c
~~:~~ ~E$~~
~~~~~-5e~-5
(],)uoQ)g~a.o~
~.~~~:2 1U ~ ~'g
~u6's 5-o::~:5
~.s(],)~~~~~ffi
(],) 0:5 E l)"U 0 l)''':::
~() ~~.'E'~~:.s ID
'a;.~-a~~ ~.~.~~
:'~~2~~16~ g
a~BoroE~-ow
~ 8 .~.~ g ~ ~ ! ~
~~~~:g~~~~
<(U~U(lj_.........aQ)
,g 0
~ .~
~ ~
-gi?
p'
8 ~
u-E
'" ~
- "
.~ :m
" 0
g- c~
mg~
c 9 ~
,g~]i
~ cp ~
-0<0'"
~g.E
'0160
~ &~
'" '" '
:6~~
CD:;: ,
(ij.~~
2u.......
~ ~ :
'" - c
ct)=
~~;>:
[8~
~:2:5
.::> CD
_ 0 C
~~,g
~~i
~~~
o16~
E=-c
~ 0 e
UJ Q) '(ij
C '" C.
.g ~.1;
CD <I) Ol
E..a .s
~.~ m
"C'Q)"C
.......Q)~
E E a
~ ~.s
(1)--0
g .s :E
'" <I) u
"E16e
oc.c.
M:~ ~
.E [2
HOY]l!)
.~ - ..
--. =
eO) =~ it;
rn
ca
~~ = .~ =
.!!1~ ~ '=
m=5 E
~~ -0 en>> 0
- c g
ti B .- d
0>> -
o = e
-.co =
G) in -0::
Q) = E
~ (() ca
= i
Preview
Page 1 of2
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
~El\'l 0 RA~IllJM
TO:
The Honorable Mayor and City Commission
FROM:
Minai Shah, Assistant City Manager-Finance
DATE:
November 9, 2011
RE:
Issuance of a $10 million revenue bond to refund the outstanding 2001 A
Florida Municipal Loan Council Debt of approximately $7,700,000 and
obtain approximately $2,300,000 of new monies for capital projects,
RECOMMENDATION:
Staff is recommending the City Commission approve the ordinance and loan documents
with SunTrust Bank for the issuance of a $10 million revenue bond to be repaid over 15
years with an interest rate of 2,38%.
REASONS:
The City has the option to refund the 200lA revenue bonds after ten years of issuance,
Since the current interest rate market is lower compared to ten years ago, staff took the
opportunity to determine if refinancing was a viable solution. The current 200 I A revenue
bonds have an interest rate between 4,75% and 5,25%, the effective rate of the
outstanding bonds is 4,99%.
The City obtained quotes from two banks, BB&T offered 2,93% and SunTrust offered
2,38%, Bank of America was not interested in issuing any tax-exempt bonds for this
calendar year.
Staff had elected to go with SunTrust with the 2,38% annual rate, This rate is locked and
approved for closing on or before November II, 2011.
Of the $10 million issuance, $7,740 million will be used to refund $7,575 million in
revenue bonds and the remaining balance is for other costs such as early redemption fee
($75,750), accrued interest ($77,250), and issuance costs ($12,000). The remaining
$2.260 million will be used for the development of City parks and the parking garage,
http://sibagenda, si bfl,net/agenda/Preview ,aspx?I temID=60 5 &MeetingID
The refunding of the $7.575 million in revenue bonds has an average annual savings of
$127,000 for a total savings of$I,908,130 over the life of the loan, However, since there
are one-time costs of $119,000 to refund the 200 I A revenue bonds, the net savings is
Agenda Item .?, 1\
Date 11-,. .q - II
.
Preview
Page 2 of2
$1,790,000, The average net increase to the annual debt service as a result of the
obtaining an additional $2.26 million is approximately $67,000,
The City may prepay the loan after the third year form the date of closing. The
prepayment penalty is based on current market interest rates at the time of prepayment.
The interest payments are scheduled semiannually and the principal payments are
scheduled annually.
ADDITIONAL INFORMATION:
In November 2001, with the assistance of the Florida Municipal Loan Council, the City
issued $10,320,000 in Revenue Bonds, Series 200 I A to refund the then outstanding
Utility Tax Revenue Bonds, Series 1998, 1999A, and 1999B and the Utility Tax Revenue
Bond Anticipation Note, The original bonds were issued to acquire land, construct a new
government center and construct two new parks, The note has a twenty-five year term
with the option to refund the bonds in ten years (November 20 II),
A TT ACHMENTS:
. Ordinance
. Agreement
http://sibagenda,sibfl.net/agenda/Preview,aspx?ItemID=605&MeetingID=O&MeetingDat.., 10/13/2011