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HomeMy WebLinkAbout2001-24500 RESO RESOLUTION NO. 2001-24500 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE BORROWING OF NOT TO EXCEED $47,145,000 IN AGGREGATE PRINCIPAL AMOUNT THROUGH LOANS FROM THE GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM TO REFINANCE CERTAIN OUTSTANDING INDEBTEDNESS AND TO PAY THE COSTS OF CERTAIN PROJECTS, AS DESCRIBED HEREIN; AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF FIXED RATE NOTES TO EVIDENCE THE OBLIGATION OF THE CITY TO REPAY SUCH LOANS; PROVIDING SECURITY FOR THE REPAYMENT OF THE LOANS AND THE NOTES; DELEGATING CERTAIN MATTERS TO THE MAYOR; AUTHORIZING THE EXECUTION AND DELIVERY OF CONTINUING DISCLOSURE CERTIFICATES; APPROVING CERTAIN INFORMATION CONCERNING THE CITY TO BE INCLUDED IN CERTAIN REMARKETING CIRCULARS; AUTHORIZING OTHER MATTERS PERTAINING TO THE LOANS AND THE FINANCING PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City') is a municipal corporation of the State of Florida duly authorized pursuant to the Constitution and laws of the State, including, without limitation, Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter (collectively, the "Act") to borrow money to finance, or refund obligations issued to finance, capital projects pursuant to the Act; and WHEREAS, the City currently has a variable interest rate loan outstanding in the principal amount of $17,115,000 from the City of Gulf Breeze, Florida Local Government Loan Program, Series 1985C (the "1993 Gulf Breeze Loan"); and WHEREAS, the City also currently has a variable interest rate loan outstanding in the principal amount of $22,970,000 from the Sunshine State Governmental Financing Commission (the "Sunshine State Loan"); and WHEREAS, the City has determined that it is in the best interest of the City to proceed at this time to refinance the 1993 Gulf Breeze Loan and a portion of the Sunshine State Loan in order to (i) restructure the security for the 1993 Gulf Breeze Loan, and (ii) convert the City's interest rate obligations thereunder to fixed rate obligations (the "Refinancing"); and Library: Miami; Document N: 4983v3 1 MCPS:Reso6-13-01-6480-06/13/01 Rev -06/19/01 Rev-06/20/01-6480-reso WHEREAS, the City is currently undertaking the renovation and improvement of certain City -owned golf courses and related facilities (the "Project'); and WHEREAS, the City has further determined that it is in the best interest of the City to finance the costs of the Project (together with the Refinancing, including, in each case, related costs of issuance, the "Financing Program"); and WHEREAS, the City of Gulf Breeze, Florida (the "Sponsor"), has established a loan pool program (the "Program") for the purpose of financing and refinancing certain projects of participating local governmental entities situated in the State; and WHEREAS, the City has determined that it is financially beneficial to borrow funds from the Program pursuant to multiple loans to be made by the Sponsor to the City thereunder in an aggregate principal amount not exceeding $47,145,000 for the purpose of financing the Financing Program (each a "Loan" and collectively, the "Loans"); and WHEREAS, the City wishes to provide for certain of the terms of the Loans and to delegate certain terms and other matters in connection with the Loans to the Mayor of the City, or in his absence, the Vice Mayor of the City (collectively, the "Mayor"); and WHEREAS, to evidence its obligation to repay the Loans, the City will execute and deliver with respect to each Loan, a loan agreement (each a "Loan Agreement' and collectively, the "Loan Agreements") and a fixed rate note (each a "Governmental Unit Note" and collectively, the "Governmental Unit Notes"); and WHEREAS, to provide for the repayment of the Loans, the City agrees to covenant to budget and appropriate Non -Ad Valorem Revenues with respect to the payment of the principal, interest and Additional Loan Charges (as said terms are defined in the Loan Agreements) in connection with such Loans, all in accordance with and subject to the limitations contained in the Loan Agreements and the Governmental Unit Notes; and Library: Miami; Document #: 4983v3 2 MCPS:Reso6-13-01-6480-06/13/01 Rev -06/19/01 Rev-06/20/01-6480-mso WHEREAS, to enable the remarketing agent for the Program to remarket the bonds relating to the Loans under the Program, and to enable the remarketing agent to comply with Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), the City will execute and deliver a Participating Governmental Unit Continuing Disclosure Certificate with respect to each Loan (each a "Continuing Disclosure Certificate," and collectively, the "Continuing Disclosure Certificates") and will approve certain information concerning the City (the "City Information Appendix") for inclusion in preliminary and final remarketing circulars to be used by the remarketing agent under the Program; and WHEREAS, it is in the best interest of the City and its citizens to approve the forms of Loan Agreements, Governmental Unit Notes, Continuing Disclosure Certificates and City Information Appendix; NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. DEFINITIONS. Terms defined in the preambles shall have the meanings set forth in such preambles. All capitalized terms used in this Resolution which are defined in the Loan Agreements shall have the meanings assigned in the Loan Agreements, unless the context affirmatively requires otherwise. SECTION 2. FINDINGS. The preambles are incorporated as findings. In addition, it is found, determined and declared that: (A) The Loans and the Financing Program are permitted under the Act, are necessary and desirable, are in the public interest and will serve a proper public purpose. (B) The financing of the Financing Program from funds borrowed from the Program pursuant to the Loans will enable the City to complete the Financing Program in a financially beneficial and timely manner. (C) In accordance with Section 218.385, Florida Statutes, as amended, a negotiated borrowing under the Program is in the best interest of the City (rather than a sale through competitive bidding) because the Program offers (i) borrowing at lower costs than those which the City could command in the market and (ii) restructuring existing obligations and financing which could not be obtained in a sale through competitive bidding. Library: Miami; Document #: 4983v3 3 MCPS:Reso6-13-01-6480-06/13/01 Rev -06/19/01 Rev-06/20/01-6480-reso 61 i� liLejiffc�l o7=7 �6Z Lrb iI, [91 ZIk-i D)III The Loans in an aggregate principal amount not exceeding $47,145,000 to finance the Financing Program, all as described in this Resolution and in the manner provided in the Loan Agreements, are hereby authorized and approved. Each Loan shall be in such principal amount, shall bear interest at such rate and payable at such times, shall mature in installments not later than December 1, 2020, be subject to prepayment on such dates and in such amounts and shall have such other terms as shall be approved by the Mayor, after consultation with the Chief Financial Officer of the City (the "Chief Financial Officer"), and set forth in the respective Loan Agreement and Governmental Unit Note, provided, that the aggregate principal amount of the Loans shall not exceed $47,145,000 and the weighted average rate of interest on the Loans shall not exceed 6.5%. The number of Loans shall be as determined by the Sponsor based on the availability of funds under the Program. SECTION 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENTS. The Loan Agreements, in substantially the form attached as Exhibit "A" to this Resolution, with such changes, alterations and corrections with respect to each Loan as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney of the City (the "City Attorney"), such approval to be presumed by the execution by the Mayor of the Loan Agreements, are approved by the City. The City authorizes and directs the Mayor to execute and the City Clerk or Deputy City Clerk of the City (collectively, the "City Clerk") to attest under the seal of the City the Loan Agreements and to deliver the same to the Administrator and SunTrust Bank, as Trustee. Separate Loan Agreements shall be executed in respect of each Loan and shall contain the terms and purposes of each such Loan. SECTION S. AUTHORIZATION OF EXECUTION AND DELIVERY OF GOVERNMENTAL UNIT NOTES. Each Loan shall be evidenced by a Governmental Unit Note issued in an amount equal to the principal amount of such Loan. The Governmental Unit Notes, in substantially the form attached to the form of Loan Agreement attached as Exhibit "A" to this Resolution, with such changes, alterations and corrections with respect to each Loan as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, such approval to be presumed by the execution by the Mayor of the Governmental Unit Notes, are approved by the City. The City authorizes and directs the Library: Miami; Document #: 49830 4 MCPS:Reso6-13-01,6480-06/13/01 Rev -06/19/01 Rev-06/10/01-6480-nso Mayor to execute and the City Clerk to attest under the seal of the City the Governmental Unit Notes and to issue and deliver the Governmental Unit Notes, in the maximum principal amount of $47,145,000. SECTION 6. SECURITY FOR THE LOANS. The Loans shall be special and limited obligations of the City payable solely from Non -Ad Valorem Revenues, in accordance with and subject to the limitations contained in the Loan Agreements and the Governmental Unit Notes. The Loans do not constitute a general obligation or indebtedness of the City or a pledge of the faith, credit or taxing power of the City within the meaning of any constitutional or statutory provision or limitation. The City shall not be obligated to exercise its taxing power to pay the principal and interest payments or Additional Loan Charges associated therewith. SECTION 7. CONTINUING DISCLOSURE CERTIFICATES. The Continuing Disclosure Certificates, in substantially the form attached as Exhibit "B" to this Resolution, with such changes, alterations and corrections with respect to each Loan as may be approved by the Chief Financial Officer, after consultation with the City Attorney, such approval to be presumed by the execution by the Chief Financial Officer of the Continuing Disclosure Certificates, are approved by the City. The City authorizes and directs the Chief Financial Officer to execute and deliver the Continuing Disclosure Certificates to the Remarketing Agent, all of the provisions of which, when executed and delivered by the City as authorized herein, shall be deemed to be part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION S. APPROVAL OF CITY INFORMATION APPENDIX TO BE CONTAINED IN THE REMARKETING CIRCULAR FOR BONDS BEING REMARKETED UNDER THE PROGRAM IN CONNECTION WITH THE LOAN. The City Information Appendix, in substantially the form attached as Exhibit "C" to this Resolution, with such changes, alterations and corrections as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, such approval to be presumed upon execution of the "deemed final" certificate described below, is approved by the City for inclusion in the preliminary and final remarketing circulars for bonds being remarketed under the Program in connection with the Loans. The City authorizes and directs the Mayor or Chief Financial Officer to execute a certificate certifying that the City Information Appendix as included in the remarketing circulars is "deemed final." Library: Miami; Docummt #; 49830 5 MCPS:Reso6.13-01.6480-06/13/01 Rev -06/19/01 Rev-06/20/01-6480-reso SECTION 9. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement contained in this Resolution or in the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates shall be deemed to be a covenant, stipulation, obligation or agreement of any member, official, officer, agent or employee of the City or the Commission in its individual capacity, and neither the members of the Commission nor any officials or officers executing the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates shall be liable personally or be subject to any personal liability or accountability. SECTION 10. NO THIRD PARTY BENEFICIARIES. Except as provided in this Resolution or in the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates otherwise expressly provided, nothing in this Resolution or in such documents, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the City, the Administrator, Financial Guaranty Insurance Company (the "Credit Facility Issuer"), the Sponsor, the Trustee and, with respect to the Continuing Disclosure Certificates, the other parties described in said document, any rights, remedy or claim, legal or equitable, under and by reason of this Resolution or such documents, this Resolution and such documents intended to be and being for the sole and exclusive benefit of the City, the Administrator, the Credit Facility Issuer, the Sponsor, the Trustee and, with respect to the Continuing Disclosure Certificates, the other parties described in said document. SECTION 11. PREREQUISITES PERFORMED. All acts, conditions and things relating to the adoption of this Resolution or to the execution and delivery of the Loan Agreements, the Governmental Unit Notes and the Continuing Disclosure Certificates required by the Constitution or laws of the State to happen, exist and be performed precedent to and in the adoption of this Resolution, and precedent to the execution and delivery of the Loan Agreements, the Governmental Unit Notes and the Continuing Disclosure Certificates will have happened, exist and have been performed as so required. SECTION 12. GENERAL AUTHORITY. The City's officials, officers, attorneys, agents and employees are authorized to do all acts and things and execute and deliver any and all documents necessary by this Resolution, the Loan Agreements, the Library: Miami; Document #: 4983v3 6 MCPS:Reso6-13-01-6480-06/13/01 Rev -06/19/01 Rev-0620/01-6480-mso Governmental Unit Notes or the Continuing Disclosure Certificates, or desirable or consistent with the requirements of this Resolution, the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates, in order to obtain the Loans, accomplish the Financing Program and provide for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Loan Agreements, the Governmental Unit Notes, the Continuing Disclosure Certificates and this Resolution, including, if deemed necessary, acknowledging any remarketing agreements executed in connection with the remarketing of the Bonds relating to the Loans. SECTION 13. RESOLUTION CONSTITUTES A CONTRACT. The City covenants and agrees that this Resolution shall constitute a contract between the City and the owners from time to time of the Governmental Unit Notes and that all covenants and agreements set forth in this Resolution and in the Loan Agreement and the Governmental Unit Notes to be performed by the City shall be for the equal and ratable benefit and security of all owners of the Governmental Unit Notes. SECTION 14. RESOLUTION TO CONSTITUTE INTERLOCAL AGREEMENT. This Resolution, together with the Loan Agreements and the Governmental Unit Notes, shall be deemed to be an Interlocal Agreement with the Sponsor, within the meaning of Chapter 163, Part I, Florida Statutes, as amended, and shall be filed of record, in accordance with the provisions of said Chapter 163, Part I, Florida Statutes, as amended, upon acceptance of the Loan Agreements by the Administrator; that is, it shall be filed with the Clerk of the Circuit Court for Santa Rosa County and the Clerk of the Circuit Court for Miami -Dade County. SECTION 15. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions contained in this Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions of this Resolution or of the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates. Library: Miami; Document #: 4983v3 MCPS:Reso6d 3-01-6480-06/13/01 Rev -06/19/01 Rev -06/20/01 fi480-nso SECTION 16. REPEALING CLAUSE. All resolutions or parts of such resolutions of the City in conflict with the provisions contained in this Resolution are, to the extent of such conflict, superseded and repealed. SECTION 17. EFFECTIVE DATE. This Resolution shall become effective immediately upon adoption. PASSED AND ADOPTED this 26th day of Attest: kA'A-& e �UA't� City Clerk library: Miami; Document #: 4983v3 8 MCPS:Reso6-13-01-6480-06/13/01 Rev -06/19/01 Rev-06/20/01-6480-reso June 2001. Mayor OPFROMAOYO FORMWNGUUII ♦ FW V6CVT= ODM CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE, MIAMI BEACH FL 33139-1824 httpA\mm iam i-beach,fl. us COMMISSION MEMORANDUM NO. 44-01 TO: Mayor Neisen O. Kasdin and DATE: June 27, 2001 Members of the City Commission FROM: Jorge M. Gonzalez City Manager ��- SUBJECT- A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE REFINANCING OF NOT EXCEEDING $17,145,000 GOVERNMENTAL UNIT NOTES AND THE ISSUANCE OF AN ADDITIONAL NOT EXCEEDING $30,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF GOVERNMENTAL UNIT NOTES TO PAY OR REFINANCE THE COSTS OF CERTAIN PROJECTS AS DESCRIBED HEREIN AND TO PAY CERTAIN COSTS OF ISSUANCE, BY BORROWING FUNDS FROM THE GULF BREEZE, FLORIDA, LOCAL GOVERNMENT LOAN POOL PROGRAM PURSUANT TO LOANS THEREUNDER; AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF FIXED RATE NOTES TO EVIDENCE THE OBLIGATION OF THE CITY TO REPAY SUCH LOANS; PROVIDING SECURITY FOR THE REPAYMENT OF THE LOANS AND THE NOTES; DELEGATING CERTAIN MATTERS TO THE MAYOR; AUTHORIZING THE EXECUTION AND DELIVERY OF CONTINUING DISCLOSURE CERTIFICATES; APPROVING CERTAIN INFORMATION CONCERNING THE CITY TO BE INCLUDED IN CERTAIN REMARKETING CIRCULARS; AUTHORIZING OTHER MATTERS PERTAINING TO THE LOANS AND THE FINANCING PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE. ADMINISTRATION RECOMMENDATION: Adopt the Resolution. ANALYSIS: Summary The Administration has prepared a financing strategy to fund the improvements to the City of Miami Beach Bayshore and Normandy Shores Golf Courses and Clubhouses and to refinance certain outstanding variable rate indebtedness currently in place with the Gulf Breeze, Florida Local Government Loan Program ("Gulf Breeze") and the Sunshine State Governmental Financing Commission. Agenda Item fn L Date C --29-V1 The proposed financing will accomplish the following: 1- Convert $17,145,000 from variable rate debt to fixed rate debt for the remainder of the term; 2- Refund $15,000,000 of the outstanding Sunshine State variable rate with a fixed rate Gulf Breeze loan for the remainder of the term; 3- Provide a loan of $5,000,000 at fixed rates for improvements to the Normandy Shores Golf Course and Club House; and 4- Provide $10,000,000 of pre -1986 bond funds for improvements to the Bayshore Golf Course and Club House. Gulf Breeze has proposed to provide the financing as stated above. Additionally, they will pay for the issuance costs for the loans in items 1,2,and 3 above. The City will pay for all issuance costs for the pre -1986 bonds (item 4) as well as, the review by the City's Bond Counsel and Financial Advisor for all issues. The issuance costs include: the Gulf Breeze bond counsel fees and expenses, the underwriters fees, the FGIC bond insurance premium, the Gulf Breeze tax counsel fees, the Gulf Breeze disclosure counsel fees, rating agency fees, and trustee fees. By borrowing from Gulf Breeze, the City will save these costs and therefore, a greater portion of the proceeds will be available for the projects and to refund the existing debt. To provide for the repayment of the Loans the City will agree to covenant, budget and appropriate Non -Ad Valorem Revenues with respect to the payment of the principal, interest and additional loan charges in connection with the loans, This strategy achieves the City's goals to meet new capital needs; take advantage of lower interest rates; minimize the cost of converting variable rate debt to fixed rate debt; and enhance our borrowing capacity. This strategy was presented to the Finance and Citywide Projects Committee on May 30, 2001 and June 20, 2001. At that time the Committee approved the strategy and recommended that the item be forwarded to the City Commission for approval. By approving the Resolution, the City Commission is authorizing the execution and delivery of Loan Agreements, Governmental Unit Notes in the maximum principal amount of $47,145,000, and Continuing Disclosure Certificates and take such other actions and execute such other documents as may he necessary in connection with the loans; and approving certain information to be included in certain remarketing circulars. Background Bayshore and Normandy Shores Golf Courses and Club Houses On October 20, 1999, the Mayor and Commission approved the plan for the renovation of the Bayshore and Normandy Shores golf courses and authorized the Administration to develop a plan to provide the necessary financing to implement the project. On February 9, 2000, the Mayor and Commission approved the financing strategy proposed by the Administration and authorized the Finance Director to take all necessary actions, subject to final approval of loan documents by the Mayor and Commission On February 24, 2000, the Finance and Citywide Projects Committee approved the projected cost structure for the renovations to both golf courses and clubhouses. On May 10, 2000, the Mayor and Commission approved a resolution declaring the official intent of the City to issue debt to finance improvements and to reimburse itself from the proceeds of the debt for funds advanced by the City for expenses incurred for improvements to these golf courses. At that time, the Administration proposed that the City obtain a loan from the City of Gulf Breeze, Florida, Local Government Loan Program, ("Gulf Breeze Loan Program") for approximately $15 million. The City of Gulf Breeze, Florida, Local Government Loan Program, ("Gulf Breeze Loan Program") has available both "private activity" and "public purpose" fixed rate funds to finance improvements for the golf courses project. Funding for the Bayshore Golf Course improvements is considered "private activity" because of the proposed use of "take or pay" contracts with hotels and would ordinarily require the use of taxable financing. The Gulf Breeze Program is able to provide financing for the $10 million portion for the Bayshore Golf Course, from pre -1986 Bond Funds at tax-exempt interest rates. This represents savings to the City of between 150 and 200 basis points on that portion of the loan. This program provides the lowest cost of financing to the City. The Program will pay for issuance costs for the $5 million portion for the Normandy Shores Golf Course improvements, for an estimated amount of $90,000. On May 30, 2001, the Administration presented the aforementioned financing plan to the Finance and Citywide Projects Committee. The Committee recommended that the Chief Financial Officer move forward with the proposed strategy and bring the Bond Resolution to the full Commission. The City expects to award a contract in September 2001 for the construction of the golf courses. It is anticipated that construction for the Bayshore Golf Course will begin shortly thereafter and will be completed in approximately one year. Construction of the Normandy Shores Golf Course will follow. Restructuring of Other City Indebtedness During the course of evaluating the proposed financing, the Administration also assessed the City's outstanding debt structure and available financing capacity. The City has outstanding certain indebtedness for which it has pledged electric franchise fees and other non -Ad Valorem funds sufficient to pay debt service including $17,145,000 variable rate Gulf Breeze Loan - 1985; $22,970,000 variable rate Sunshine State Loan -1994; and $50,085,000 Pension Obligation Bonds -1994. Given the current economic environment, in particular, falling interest rates, as well as certain restrictive covenants, which affect borrowing capacity, it would be prudent at this time, to restructure some of the existing debt. The Administration proposes to convert all of the outstanding variable rate Gulf Breeze ($17,145,000) loan to fixed rate and a portion of the outstanding Sunshine State variable rate loan ($15,000,000) to fixed rate debt. The remaining $6.8 million of the Sunshine State loan will remain outstanding as variable rate debt. This action will enhance the City's present financing and future borrowing positions. The Gulf Breeze Loan Program has fixed rate funds available to accommodate this restructuring. This program provides the lowest cost of financing to the City. The Program will pay for the issuance costs, estimated at approximately $400,000, to convert the variable rate debt except for the City's Bond Counsel and Financial Advisor reviews. Proposed Gulf Breeze Loan Program Interest rates will be determined at the date of pricing and will be at tax-exempt rates. The City agrees to a covenant to budget and appropriate the debt service from legally available non -Ad Valorem revenues as security for the golf course loan. The feasibility consultant's analysis projects that the net operating income from the two courses, following stabilization, will be sufficient to cover the annual debt service for their improvements. CONCLUSION: The Mayor and Commission should adopt the Resolution authorizing the execution and delivery of Loan Agreements, Governmental Unit Notes in the maximum principal amount of $47,145,000, and Continuing Disclosure Certificates and further authorizing such other actions and the execution of such other documents as may be necessary in connection with the loans; and approving certain information to be included in certain remarketing circulars. IMG:PDW:KM F F CITY OF MIAMI BEACH, FLORIDA F $2,200,000 CITY OF MIAMI BEACH, FLORIDA GOVERNMENTAL UNIT NOTE, SERIES 2001B r EVIDENCING A LOAN FROM THE CITY OF GULF BREEZE, FLORIDA r LOCAL GOVERNMENT LOAN PROGRAM, SERIES 1985B I■ AUGUST 1, 2001 r I F F I Fm - $2,200,000 CITY OF MIAMI BEACH, FLORIDA GOVERNMENTAL UNIT NOTE, SERIES 2001B CLOSING DOCUMENT LIST August 1, 2001 1. Certificate of City Clerk and Certified copy of Resolution No. 2001-24500 of the City of Miami Beach duly adopted on June 27, 2001 2. Loan Agreement, dated as of August 1, 2001 3. Specimen Note 4. Officers' Certificate of the City of Miami Beach, Florida 5. Certificate of Compliance with Maximum Interest Rate 6. (a) Tax and Non -Arbitrage Certificate (b) Certification of Sponsor Regarding Tax and Non -Arbitrage Certificate 7. Certificate of Financial Advisor 8. Certificate of Sponsor 9. Certificate of Trustee 10. Gulf Breeze Trust Indenture 11. Opinion of Counsel to the City of Miami Beach, Florida 12. Approval letter from Financial Guaranty Insurance Company 13. Opinion of Bond Counsel 14. Opinion of Counsel to Gulf Breeze, Florida 15. Negotiated Sale Disclosure Certificate 16. (a) Division of Bond Finance BF 2003 and BF 2004-B (b) Bond Finance Transmittal Letter 17. Continuing Disclosure Certificate 18. Notice of Impending Sale 19. Opinion of Special Tax Counsel 20. Final Numbers 21. Additional Debt Certificate MC1r07/23/01-6480-2001B Closdocs-Closdocs -1- F t-: 2001-24500 RESOLUTION NO. r- A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE BORROWING OF NOT TO EXCEED $47,145,000 IN AGGREGATE PRINCIPAL AMOUNT THROUGH LOANS FROM THE GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM TO REFINANCE CERTAIN OUTSTANDING INDEBTEDNESS AND TO PAY THE COSTS OF CERTAIN r PROJECTS, AS DESCRIBED HEREIN; AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF FIXED RATE NOTES TO EVIDENCE THE OBLIGATION OF THE CITY TO REPAY SUCH LOANS; PROVIDING SECURITY FOR THE REPAYMENT OF THE LOANS AND THE NOTES; DELEGATING r- CERTAIN MATTERS TO THE MAYOR; AUTHORIZING THE EXECUTION AND DELIVERY OF CONTINUING DISCLOSURE CERTIFICATES; APPROVING CERTAIN INFORMATION ,- CONCERNING THE CITY TO BE INCLUDED IN CERTAIN REMARKETING CIRCULARS; AUTHORIZING OTHER MATTERS PERTAINING TO THE LOANS AND THE FINANCING PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City") is a municipal corporation of the State of Florida duly authorized pursuant to the Constitution r and laws of the State, including, without limitation, Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter (collectively, the `Act") to borrow money to finance, or refund obligations issued to finance, capital projects pursuant to the Act; and WHEREAS, the City currently has a variable interest rate loan r- outstanding in the principal amount of $17,115,000 from the City of Gulf Breeze, Florida Local Government Loan Program, Series 1985C (the "1993 Gulf Breeze Loan'; and r WHEREAS, the City also currently has a variable interest rate loan outstanding in the principal amount of $22,970,000 from the Sunshine State Governmental Financing Commission (the "Sunshine State Loan"); and WHEREAS, the City has determined that it is in the best interest of the City to proceed at this time to refinance the 1993 Gulf Breeze Loan and a (` portion of the Sunshine State Loan in order to (i) restructure the security for j the 1993 Gulf Breeze Loan, and (ii) convert the City's interest rate obligations thereunder to fixed rate obligations (the "Refinancing"); and Ubwry: Mimi; D=mmt M: 4".W3 1 MCM.U106-13-014"O- W13p1 Re -wiss1 Rev-0W20/01.648Wpo t-: I I a WHEREAS, the City is currently undertaking the renovation and improvement of certain City -owned golf courses and related facilities (the "Project"); and WHEREAS, the City has further determined that it is in the best interest -� of the City to finance the costs of the Project (together with the Refinancing, including, in each case, related costs of issuance, the "Financing Program"); and 7 WHEREAS, the City of Gulf Breeze, Florida (the "Sponsor"), has ' established a loan pool program (the "Program") for the purpose of financing -14 and refinancing certain projects of participating local governmental entities situated in the State; and WHEREAS, the City has determined that it is financially beneficial to borrow funds from the Program pursuant to multiple loans to be made by the Sponsor to the City thereunder in an aggregate principal amount not exceeding $47,145,000 for the purpose of financing the Financing Program (each a "Loan" and collectively, the "Loans"); and WHEREAS, the City wishes to provide for certain of the terms of the -� Loans and to delegate certain terms and other matters in connection with the Loans to the Mayor of the City, or in his absence, the Vice Mayor of the City (collectively, the "Mayor"); and WHEREAS, to evidence its obligation to repay the Loans, the City will execute and deliver with respect to each Loan, a loan agreement (each a "Loan Agreement" and collectively, the "Loan Agreements') and a fixed rate note (each a "Governmental Unit Note" and collectively, the "Governmental Unit Notes"); and WHEREAS, to provide for the repayment of the Loans, the City agrees to covenant to budget and appropriate Non -Ad Valorem Revenues with respect to the payment of the principal, interest and Additional Loan Charges (as said terms are defined in the Loan Agreements) in connection with such Loans, all in accordance with and subject to the limitations contained in the Loan Agreements and the Governmental Unit Notes; and I L7orwy. Mien; Dowuml #: 4"30 Z MCP5:Raeo6-13-01.649Q-O&I3101 Rev-WIWQI Rev -VVI I.64804M F E r WHEREAS, to enable the remarketing agent for the Program to remarket the bonds relating to the Loans under the Program, and to enable the remarketing agent to comply with Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), the City will execute and deliver a Participating Governmental Unit Continuing Disclosure Certificate with respect to each Loan (each a "Continuing Disclosure Certificate," and collectively, the "Continuing Disclosure Certificates") and will approve certain information concerning the City (the "City Information Appendix") for inclusion in preliminary and final remarketing circulars to be used by the remarketing i agent under the Program; and l WHEREAS, it is in the best interest of the City and its citizens to approve r the forms of Loan Agreements, Governmental Unit Notes, Continuing Disclosure Certificates and City Information Appendix; NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: f� SECTION I. DEFINITIONS. ! Terms defined in the preambles shall have the meanings set forth in such preambles. All capitalized terms used in this Resolution which are defined in the Loan Agreements shall have the meanings assigned in the Loan Agreements, unless the context affirmatively requires otherwise. r. SECTION fit. FINDINGS. The preambles are incorporated as findings. In addition, it is found, r- determined and declared that: i (A) The Loans and the Financing Program are permitted under the Act, are necessary and desirable, are in the public interest and will serve a r proper public purpose. (B) The financing of the Financing Program from funds borrowed r" from the Program pursuant to the Loans will enable the City to complete the Financing Program in a financially beneficial and timely manner. r- (C) In accordance with section 218.385, Florida Statutes, as amended, a negotiated borrowing under the Program is in the best interest of the City (rather than a sale through competitive bidding) because the Program offers (i) borrowing at lower costs than those which the City could command in the market and (ii) restructuring existing obligations and financing which could not be obtained in a sale through competitive bidding. 1}bn,y. Maps; Da=nc ,t C 44830 3 MCPS:Rnw6-1341.6980-0W13/01 Re ^0101 rRev46/=1.6480-MW i 1 1 SECTION 3. LOANS AUTHORIZED. The Loans in an aggregate principal amount not exceeding $47,145,000 to finance the Financing Program, all as described in this Resolution and in the manner provided in the Loan Agreements, are hereby authorized and approved. Each Loan shall be in such principal amount, shall bear interest at such rate and payable at such times, shall mature in installments not later than December 1, 2020, be subject to prepayment on such dates and in such amounts and shall have such other terms as shall be approved by the Mayor, after consultation with the Chief Financial Officer of the City (the "Chief Financial Officer"), and set forth in the respective Loan Agreement and Governmental Unit Note, provided, that the aggregate principal amount of the Loans shall not exceed $47,145,000 and the weighted average rate of interest on the Loans shall not exceed 6.5%. The number of Loans shall be as determined by the Sponsor based on the availability of funds under the ^ Program. SECTION 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENTS. The Loan Agreements, in substantially the form attached as Exhibit "A" to this Resolution, with such changes, alterations and corrections with respect to each Loan as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney of the City (the "City Attorney"), such approval to be presumed by the execution by the Mayor of the Loan Agreements, are approved by the City. The City authorizes and directs the Mayor to execute and the City Clerk or Deputy City Clerk of the City (collectively, the "City Clerle') to attest under the seal of the City the Loan Agreements and to deliver the same to the Administrator and SunTrust Bank, as Trustee. Separate Loan Agreements shall be executed in respect of each Loan and shall contain the terms and purposes of each such Loan. SECTION 5. AUTHORIZATION OF EXECUTION AND DELIVERY OF GOVERNMENTAL UNIT NOTES. Each Loan shall be evidenced by a Governmental Unit Note issued in an amount equal to the principal amount of such Loan. The Governmental Unit Notes, in substantially the form attached to the form of Loan Agreement attached as Exhibit "A" to this Resolution, with such changes, alterations and corrections with respect to each Loan as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, such approval to be presumed by the execution by the Mayor of the Governmental Unit Notes, are approved by the City. The City authorizes and directs the Lromr: Miurd: Doo mmt M: 4983v3 4 MCPS:Rew& 13.0t-64WM 3101 Rev -06/19101 Rev-06/MV-6480aao F F r Mayor to execute and the City Clerk to attest under the seal of the City the Governmental Unit Notes and to issue and deliver the Governmental Unit Notes, in the maximum principal amount of $47,145,000. SECTION 6. SECURITY FOR THE LOANS. The Loans shall be special and limited obligations of the City payable solely from Non -Ad Valorem Revenues, in accordance with and subject to the limitations contained in the Loan Agreements and the Governmental Unit r Notes. The Loans do not constitute a general obligation or indebtedness of the City or a pledge of the faith, credit or taxing power of the City within the meaning of any constitutional or statutory provision or limitation. The City r shall not be obligated to exercise its taxing power to pay the principal and interest payments or Additional Loan Charges associated therewith. r F F r SECTION ?. CONTINUING DISCLOSURE CERTIFICATES. The Continuing Disclosure Certificates, in substantially the form attached as Exhibit "B" to this Resolution, with such changes, alterations and corrections with respect to each Loan as may be approved by the Chief Financial Officer, after consultation with the City Attorney, such approval to be presumed by the execution by the Chief Financial Officer of the Continuing Disclosure Certificates, are approved by the City. The City authorizes and directs the Chief Financial Officer to execute and deliver the Continuing Disclosure Certificates to the Remarketing Agent, all of the provisions of which, when executed and delivered by the City as authorized herein, shall be deemed to be part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION a. APPROVAL OF CITY INFORMATION APPENDIX TO BE CONTAINED IN THE REMARKETING CIRCULAR FOR BONDS BEING REMARKETED UNDER THE PROGRAM IN CONNECTION WITH THE LOAN, The City Information Appendix, in substantially the form attached as Exhibit "C" to this Resolution, with such changes, alterations and corrections as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, such approval to be presumed upon execution of the "deemed final" certificate described below, is approved by the City for inclusion in the preliminary and final remarketing circulars for bonds being remarketed under the Program in connection with the Loans. The City authorizes and directs the Mayor or Chief Financial Officer to execute a certificate certifying that the City Information Appendix as included in the remarketing circulars is "deemed final." tabmy: Mimi; Docw mt P. 4933v3 MCPS:Rew6.13-01.6480-W 101 Rev.06119101 Rev-0firM1-0480gM 5 SECTION 9. NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement contained in this Resolution or in the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates shall be deemed to be a covenant, stipulation, obligation or agreement of any member, official, officer, agent or employee of the City or the Commission in its individual capacity, and neither the members of the Commission nor any officials or officers executing the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates shall be liable personally or be subject to any personal liability or accountability. 1 SECTION 10. NO THIRD PARTY BENEFICIARIES. Except as provided in this Resolution or in the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates otherwise expressly provided, nothing in this Resolution or in such documents, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the City, the Administrator, Financial Guaranty Insurance Company (the "Credit Facility Issuer"), the Sponsor, the Trustee and, with respect to the Continuing Disclosure Certificates, the other parties described in said document, any rights, remedy or claim, legal or equitable, under and by reason of this Resolution or such documents, this Resolution and such documents intended to be and being for the sole and exclusive benefit of the City, the Administrator, the Credit Facility Issuer, the Sponsor, -^ the Trustee and, with respect to the Continuing Disclosure Certificates, the other parties described in said document. "1 SECTION 11. PREREQUISITES PERFORMED. All acts, conditions and things relating to the adoption of this Resolution or to the execution and delivery of the Loan Agreements, the Governmental Unit Notes and the Continuing Disclosure Certificates required by the Constitution or laws of the State to happen, exist and be performed precedent to and in the adoption of this Resolution, and precedent to the execution and delivery of the Loan Agreements, the Governmental Unit Notes and the Continuing Disclosure Certificates will have happened, exist and have been performed as so required. SECTION 12. GENERAL AUTHORITY. The City's officials, officers, attorneys, agents and employees are authorized to do all acts and things and execute and deliver any and all documents necessary by this Resolution, the Loan Agreements, the t WW. MWM; Doam=t *:4"30 6 MeesACM6_1341-6480-MM Pev-0&7=1.64e0-ftw 1 Governmental Unit Notes or the Continuing Disclosure Certificates, or desirable or consistent with the requirements of this Resolution, the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates, in order to obtain the Loans, accomplish the Financing Program and provide for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Loan Agreements, the Governmental Unit Notes, the Continuing Disclosure Certificates and this Resolution, including, if deemed necessary, acknowledging any remarketing agreements executed in connection with the remarketing of the Bonds relating to the Loans. SECTION 13. RESOLUTION CONSTITUTES A CONTRACT. The City covenants and agrees that this Resolution shall constitute a contract between the City and the owners from time to time of the Governmental Unit Notes and that all covenants and agreements set.forth in this Resolution and in the Loan Agreement and the Governmental Unit Notes to be performed by the City shall be for the equal and ratable benefit and security of all owners of the Governmental Unit Notes. SECTION 14. RESOLUTION TO CONSTITUTE INTERLOCAL AGREEMENT. This Resolution, together with the Loan Agreements and the Governmental Unit Notes, shall be deemed to be an Interlocal Agreement with the Sponsor, within the meaning of Chapter 163, Part I, Florida Statutes, as amended, and shall be filed of record, in accordance with the provisions of said Chapter 163, Part I, Florida Statutes, as amended, upon acceptance of the Loan Agreements by the Administrator; that is, it shall be filed with the Clerk of the Circuit Court for Santa Rosa County and the Clerk of the Circuit Court for Miami -Dade County. SECTION 15. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions contained r in this Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions of this r' Resolution or of the Loan Agreements, the Governmental Unit Notes or the Continuing Disclosure Certificates. F LAIrory: Mend; DomnentM:4"3v3 % MCPS:Reso&13-01A4904W13/01 Rev -0&n"1 Rev-0firMj64104ao F SECTION 16. REPEALOG CLAUSE. All resolutions or parts of such resolutions of the City in conflict with the provisions contained in this Resolution are, to the extent of such conflict, superseded and repealed. SECTION 17. EFFECTIVE DATE. This Resolution shall become effective immediately upon adoption. -� PASSED AND ADOPTED this 26th day of June , 2001. Mayor Attest: NSA- f"V� City Clerk I 0 '1 aFfJ" R fi�dfxi'f101i b�tf,%✓ c�r� OMiu J STATE OF FLORIDA COUNTY OF DADE: 1, ROBERT PARCHER, City Clerk of City of Miami Beach, Florida, do hereby certify that the above and foregoing Is a true and correct copy of the original thereof on file in this Lbruy: Wan*. Document N: 49830 8 office. MCPS:Rewb 13-01.64804&13/01 Raw06/19101 WITNESS my hnd and the seat of said C -� R��6rtoro16aea tf�s3�y�day of A.D. 20 o ? ROBBE_RT�PARCHER / O t'y �Clwk�of Cae City of IMiwW 8 ad% Flald1► $� ► C le r �. I F Library: Miami; Document R: 49830 MCPS:Reso6-13-01-6480-06113/01 Rev -06/19/01 Rc-MO/OI-6480- eso EXHIBIT "A" LOAN AGREEMENT (including Governmental Unit Note) (PLEASE SEE INDEX TAB #2) E EXHIBIT "B" CONTINUING DISCLOSURE CERTIFICATE (PLEASE SEE INDEX TAB # 17) 1 1 1 1 i Library: Miami; Document #: 49830 10 MCPS:Reso6-13-01- 6480-06!13/01 Rev -06/19/01 Rev -0620/01- 6480 -resp C F F r F F F F F F I F EXHIBIT "C" CITY INFORMATION APPENDIX II Library: Miami; Document M: 49830 MCPS:Reso6-13-01- 6480 -WI 3/01 Rev -06119/01 Rev-06120/01-6480-reso EXHIBIT "C" CITY INFORMATION APPENDIX II CITY OF MIAMI BEACH, FLORIDA GENERAL INFORMATION AND AUDITED GENERAL PURPOSE FINANCIAL STATEMENTS OF THE CITY OF MIAMI BEACH, FLORIDA, FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 Loans to the City of Miami Beach, Florida The City of Gulf Breeze, Florida, will make Loans (the "Miami Beach Loans") to the City of Miami Beach, Florida ("Miami Beach'), in an aggregate amount described in the Remarketing Circular. Miami Beach intends to use the proceeds of the Miami Beach Loans to (i) finance the costs of certain improvements to Miami Beach's municipal golf course facilities and related adjacent properties, equipment and facilities relating to golf play or practice and (ii) refinance a portion of Miami Beach's outstanding loan from the Sunshine State Governmental Financing Commission. This ADDendix F contains information about the security for the Miami Beach Loans, certain general information about Miami Beach and audited general purpose financial statements of Miami Beach for the fiscal year ended September 30, 2000. Security for the Miami Beach Loans General THE BONDS ARE OFFERED SOLELY ON THE BASIS OF THE SECURITY PROVIDED BY THE MUNICIPAL BOND NEW ISSUE INSURANCE POLICY ISSUED BY FINANCIAL GUARANTY INSURANCE COMPANY AND NOT ON THE BASIS OF THE FINANCIAL STRENGTH OF THE CITY OF GULF BREEZE, FLORIDA, THE CITY OF MIAMI BEACH, FLORIDA OR ANY OTHER BORROWERS UNDER THE PROGRAM. The Miami Beach Loans will not be secured by any reserve account that has been established by Miami Beach to secure the Bonds. Furthermore, the Miami Beach Loans will not be secured by a mortgage on, or any security interest in, any property of Miami Beach, but only by the covenant of Miami Beach to budget and appropriate Non -Ad Valorem Revenues (defined below) to the extent described herein. "Non -Ad Valorem Revenues" means all general fund revenues of Miami Beach 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 Miami Beach Loans. THE MIAMI BEACH LOANS ARE SPECIAL AND LIMITED OBLIGATIONS PAYABLE SOLELY FROM THE SOURCES DESCRIBED HEREIN AND DO NOT CONSTITUTE A DEBT OF THE CITY OF MIAMI BEACH, FLORIDA, OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY OF MIAMI BEACH, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDMSION OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION. NEITHER THE CITY OF MIAMI BEACH, FLORIDA, THE STATE OF FLORIDA NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO EXERCISE ITS AD VALOREM TAXING POWER OR ANY OTHER TAXING POWER IN ANY FORM TO REPAY THE PRINCIPAL OF AND INTEREST ON THE MIAMI BEACH LOANS. 004.270408.1 F-1 Covenant to Buduet and Avvrovriate. Repayment of the Miami Beach Loans will be secured by a covenant of Miami Beach to budget and appropriate, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal of and :interest on the. Miami Beach Loans, and all Additional Loan Charges, including without limitation, Reserve Payments and amounts due in respect of Costs and Expenses of the Program (as such terms are defined in the Loan Agreements entered into between Miami Beach and the City of Gulf Breeze with respect to the Miami Beach Loans). Such covenant and agreement on the part of Miami Beach to budget and appropriate such amounts of Non -Ad *— Valorem Revenues shall be cumulative, and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of Miami Beach, Miami Beach does not covenant to maintain any services or programs, now provided or maintained by Miami Beach, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad 7 Valorem Revenues, nor does it preclude Miami Beach from pledging in the future its Non -Ad Valorem Revenues, nor does it require Miami Beach to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Trustee a prior claim on the Non -Ad Valorem Revenues as opposed to claims of r general creditors of Miami Beach. Such covenant to budget and 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 hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on Miami Beach a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations under the Miami Beach Loans; subject, however, in all respects to the restrictions of Section 166.241(3), Florida Statutes, . which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue !' sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City of Miami Beach or which are legally mandated by applicable law. For the fiscal year ended September 30, 2000, Miami Beach had Non -Ad Valorem Revenues of $66.4'rnillion. Approximately $32.4 million of the Non -Ad Valorem Revenues was used for essential services. Accordingly, for the fiscal year ended September 30, 2000, Miami Beach had Non -Ad Valorem Revenues of approximately $34.0 million available to satisfy other obligations. There can be no assurance that Non -Ad Valorem Revenues will be maintained at those levels or any particular levels in the future, and Miami Beach is not obligated to maintain any services or programs which generate Non - Ad Valorem Revenues. Anti -Dilution Provisions Miami Beach covenants that it will not incur additional debt secured by or payable from all or a portion of the Non -Ad Valorem Revenues unless the total amount of Non -Ad Valorem Revenues for the prior fiscal year was at least two (2.00) times the maximum annual debt service on all debt obligations f(including all long-term financial obligations appearing on Miami Beach's most recent audited financial statements and the debt proposed to be incurred) secured by or payable from all or a portion of the Non - Ad Valorem Revenues (collectively, the "Debt"); provided, however, that to the extent any portion of such Debt is primarily secured by or payable from sources other than Non -Ad Valorem Revenues ("Other Sources') and for the prior fiscal year such Other Sources equaled at least 1.50 times the maximum 1.2704W'l IWA 1 7 annual debt service on such portion of the Debt, then such portion shall not be included as Debt under this paragraph. Debt service on any Debt shall be computed in accordance with the requirements of the documents under which such portion of the Debt was issued or incurred; provided, however, that for purposes of this paragraph, interest on any Debt which bears interest at a variable rate of interest shall be computed at a fixed rate of 9.2% per annum. Notwithstanding the foregoing, Miami Beach shall not incur additional indebtedness secured by or payable from all or a portion of the Non -Ad Valorem Revenues if an Event of Default (or an event which, once all notice or grace periods have passed, would constitute an Event of Default under the Loan Agreements between Miami Beach and the City of Gulf Breeze) has occurred and is continuing unless such Event of Default shall be cured upon such incurrence. Location, Area and Climate Miami Beach comprises seven square miles of land area and ten square miles of Biscayne Bay. Miami Beach is a group of islands between Biscayne Bay and the Atlantic Ocean and is connected to the mainland by four causeways. The climate is tropical with an average annual temperature of 75 degrees Fahrenheit, 24 degrees Celsius. Miami Beach is the home of the Art Deco Historic District, consisting of one of the greatest concentrations of this style of architecture in the United States. Within this Historic ^ District is the world famous Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area is based largely on tourism. For fiscal year 2000, room rents, food and beverage sales accounted for an estimated $957 million in sales within the City of Miami Beach. The population demographics of Miami Beach have drastically changed over the last fifteen years. In the 1980 Census, the average age of the population was 65.3 years old. In the 1990 Census, the average age had declined to 44.5 and based on the 2000 Census, the average age of the population is now 39.0 years old. Miami -Dade County (the "County'l is the largest county in the southeastern United States in terms of population and one of the largest in terms of land area. The County consists of 2,042 square miles of land area. The population is clustered mainly along the coast, with the western area of the County comprising a part of the Everglades. There are numerous incorporated municipalities in the County, which include Miami, Hialeah and Coral Gables, as well as the City of Miami Beach. Government Miami Beach is governed by a City Commission/City Manager government. The City Commission consists of six elected commissioners and an elected Mayor. Commissioners are elected for a term of four years with a term limit of two terms. Terms are staggered so that half the members of the Commission are elected every two years. The Mayor is also elected every two years. Both the City Manager and the City Attorney serve at the pleasure of the City Commission. The City Manager carries out the policies of the City Commission, directs the operations of the City and with the exception of the City Attorney's Office, has the power to appoint or remove all managers of the various departments of the City of Miami Beach. i 004.270408.1 F-3 The present City Commission members are listed below: The following provides a brief description of the management officials of the City of Miami Beach that are responsible for its various programs: Jorge Gonzalez, City Manager. Mr. Gonzalez was selected on June 7, 2000 to serve as the City r Manager of Miami Beach and began serving on August 21, 2000. Prior to his appointment as the City Manager, Mr. Gonzalez served as Senior Assistant Chief Administrative Officer in Montgomery County, Maryland. From 1995 to 1999, he served as an Assistant County Manager in Arlington County, Virginia. Mr. Gonzalez received both his bachelor of arts degree in Politics and Public Affairs and his master's degree in Public Administration from the University of Miami. Robert C. Middaugh, Assistant City Manager. Mr. Middaugh was hired in April 2001 as the Assistant City Manager. He has over 20 years of experience as a city manager in various communities. Most recently, he served as Town Administrator for the Town of Davie, Florida. Prior to that, he held equivalent positions in Colorado, Connecticut and Minnesota. Mr. Middaugh holds a master's degree in r Public Administration from the University of Colorado and a bachelor of arts degree from Miami University in Ohio. Patricia D. Walker, Chief Financial Officer. Ms. Walker has served as the City of Miami Beach's Finance Director -and Chief Financial Officer since March 1997. From 1994 to 1997, she was the Director of Airports for Broward County, Florida. She holds a bachelor of science degree in Accounting from Florida State University, a master's degree in Accounting from Florida International University and r has been a certified public accountant since 1974. 0 19 170408.1 F-4 t Commission Member Term Expires r Nelsen Kasdin, Mayor November 2001 Matti Herrera Bower, Vice Mayor November 2003 r Simon Cruz November 2003 David Denner November 2001 Luis R. Garcia, Jr. November 2003 Nancy Liebman November 2001 Jose Smith November 2001 The following provides a brief description of the management officials of the City of Miami Beach that are responsible for its various programs: Jorge Gonzalez, City Manager. Mr. Gonzalez was selected on June 7, 2000 to serve as the City r Manager of Miami Beach and began serving on August 21, 2000. Prior to his appointment as the City Manager, Mr. Gonzalez served as Senior Assistant Chief Administrative Officer in Montgomery County, Maryland. From 1995 to 1999, he served as an Assistant County Manager in Arlington County, Virginia. Mr. Gonzalez received both his bachelor of arts degree in Politics and Public Affairs and his master's degree in Public Administration from the University of Miami. Robert C. Middaugh, Assistant City Manager. Mr. Middaugh was hired in April 2001 as the Assistant City Manager. He has over 20 years of experience as a city manager in various communities. Most recently, he served as Town Administrator for the Town of Davie, Florida. Prior to that, he held equivalent positions in Colorado, Connecticut and Minnesota. Mr. Middaugh holds a master's degree in r Public Administration from the University of Colorado and a bachelor of arts degree from Miami University in Ohio. Patricia D. Walker, Chief Financial Officer. Ms. Walker has served as the City of Miami Beach's Finance Director -and Chief Financial Officer since March 1997. From 1994 to 1997, she was the Director of Airports for Broward County, Florida. She holds a bachelor of science degree in Accounting from Florida State University, a master's degree in Accounting from Florida International University and r has been a certified public accountant since 1974. 0 19 170408.1 F-4 t Demographic and Economic Information The following table shows population estimates for the City of Miami Beach, the State of Florida and the United States for the years 1990 through 1999. City of Miami Beach, Florida Population Estimates State of Florida City of Miami Beach Change % Population Change % 1990 92,639 (5.5%) 1991 92,939 0.3 1992 93,461 0.5 1993 95,160 1.8 1994 93,681 (1.5) 1995 91,775 (2.1) 1996 91,848 0.1 1997 92,927 1.2 1998 93,464 0.6 1999 94,012 0.6 City of Miami Beach, Florida Population Estimates State of Florida Population Change % 12,937,926 1.0% 13,195,952 2.0 13,424,416 1.7 13,608,627 1.4 13,878,905 1.9 14,149,317 1.9 14,411,563 1.8 14,712,922 2.1 15,000,475 1.9 15,322,040 2.1 United States Population Change % 248,709,873 0.2% 251,303,922 1.0 256,300,000 1.9 257,908,000 0.6 260,341,000 0.9 262,755,000 0.9 265,284,000 0.9 267,636,000 0.9 270,299,000 0.9 272,691,000 0.9 Sources: U.S. Department of Commerce, Bureau of Census; Florida Statistical Abstract 2000. City of Miami Beach, Florida Historical Demographic Statistics The following table shows demographic statistics relating to automobile tags, bank deposits, public school enrollment and unemployment rates in Miami -Dade County, for the years 1990 through 1999. Dollars are in thousands. Public School Unemployment Source: Florida Statistical Abstract, 1999. 004.270408.1 F-5 Auto Tags Bank Deposits Enrollment Rate Year Miami -Dade Co. Miami -Dade Co. Miami -Dade Co. Miami -Dade Co. 1990 1,804,221 28,567 $292,411 6.7% 1991 1,978,169 18,609 304,287 8.7 1992 2,272,812 22,072 302,163 10.0 1993 2,284,759 22,585 297,873 7.7 1994 2,274,404 23,163 307,066 8.0 1995 2,204,356 25,154 314,853 7.3 1996 2,426,683 27,641 341,120 7.3 1997 2,421,725 34,081 332,216 7.1 1998 2,401,647 36,230 337,103 6.5 1999 2,392,339 39,633 343,653 5.8 Source: Florida Statistical Abstract, 1999. 004.270408.1 F-5 I The following tables show the ten largest public and private employers in Miami -Dade County during 2000. Ten Largest Public Employers Ten Largest Private Employers Miami -Dade County public schools 35,469 American Airlines 9,000 Miami -Dade County 30,000 Precision Response Corporation 8,000 Federal government 18,276 University of Miami 7,800 State of Florida 18,100 Baptist Health Systems of So. Fla. 7,500 Jackson Memorial Hospital 8,191 BellSouth 4,240 City of Miami 3,400 Publix Super Markets 4,000 Florida International University 2,591 Florida Power & Light Co. 3,823 Miami -Dade Community College 2,345 Mount Sinai Medical Center 2,868 Miami VA Medical Center 2,000 Winn Dixie Stores, Inc. 2,672 City of Miami Beach 1,702 First Union National Bank 2,500 Source: The Beacon Council, Miami Business Profile, 2000. Transportation Miami Beach is located within two hours by air from the major population centers of the northeastern United States and is also at the terminus of a highway network. Miami International Airport 1— ranks sixth in the nation and tenth in the world in the number of passengers using its facilities. The Port of Miami has become the world's largest passenger port. The Port estimates that more than 80% of these cruise ship passengers arrive and depart Miami by air. j' The Port specializes in trailer and container cargo. From 1990 to 1999, the total cargo handled by the Port increased from 3.6 million tons to 6.9 million tons, an increase of 92%. The Port has become the nation's leading port for exports to Latin America and the Caribbean. Health Facilities The Mount Sinai Medical Center located in Miami Beach is one of the largest health facilities in South Florida. Other health care facilities in the area include, Jackson Memorial Medical Center, Mercy Hospital, Aventura Hospital and Medical Center, Baptist Hospital of Miami, Memorial Hospital — Hollywood and Cedars Medical Center. Educational Facilities The Public School system in Miami -Dade County is the fourth largest in the U.S., and offers a wide variety of programs to meet the needs of the diverse student body. The County's magnet schools offer instruction in many subjects, including Travel and Tourism, Mathematics and Science, Visual and Performing Arts, Communications, Humanities, and many other classes focused on various careers and professions. i Miami Beach also offers Vocational and Adult Education, with an enrollment of over 7,500 students at the Feinberg/Fisher Adult Center, and over 5,000 at the program offered at the Miami Beach Senior High School. The Miami Beach Branch Library is part of the largest public library system in Florida, with access to holdings numbering more than 3.8 million. F-6 004.270408.1 t Recreation There are numerous parks and playgrounds in the City of Miami Beach. Each park provides different amenities, from tennis and boccia courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are four Vita courses, two swimming pools, and numerous tennis courts, including the Holtz Tennis Stadium which houses championship, professional and amateur tournaments. Offshore, the Gulf stream provides a variety of game fish, while the Miami Beach Marina provides an abundance of space to house boats as well as direct access to the Atlantic Ocean and Gulf stream. The Marina is a private development on city -owned bay front land in the South Pointe area. Renovation has increased the number of boat slips to 388 making the Marina the largest in the area and a first class facility. In the north part of the City of Miami Beach, the public can enjoy a leisurely sail in the quiet waters of Biscayne Bay from Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach young adults the basic art of sailing on small prams. Miami Beach owns two championship golf courses and one Par 3 course that are open to the public. The two championship courses, Bayshore and Normandy, offer a clubhouse complete with a restaurant, lounge and pro shop. There are numerous parks and playgrounds in the City of Miami Beach. Tax and Debt Data The following tables show tax information regarding Miami Beach, including property values, millage rates and tax collections for the last ten years. Also shown is Miami Beach's outstanding debt as of September 30, 2000. City of Miami Beach, Florida Property Tax Levies and Collections Fiscal Years 1990 through 1999 Source: Comprehensive Annual Financial Report, 2000, City of Miami Beach, Florida. (1) Assessments as of January 1 of the year listed. Bills are mailed in October of that year. Taxes become delinquent at the end of April of the subsequent year. (2) Assessments are at 1000/6 of fair market value. (3) Actual collections of current and delinquent real and personal property taxes. 004.270408.1 F-7 Assessed Valustionsm Including Excluding Total Collected Percent Tax Year(') Homesteads Homesteads Total Tax Levy in Year(3) Collected 1990 $4,376,417,088 $3,632,426,183 $47,824,523 $46,497,571 97.21/o 1991 4,654,936,873 3,863,597,605 46,142,946 45,196,736 97.9 1992 4,726,911,403 3,932,985,608 45,610,535 46,102,609 101.1 1993 5,354,688,618 4,444,391,552 45,477,364 45,933,970 101.0 1994 6,369,445,913 5,286,640,108 47,359,133 46,885,783 99.0 1995 6,713,103,433 5,639,006,884 51,698,797 51,834,737 100.3 1996 7,161,079,764 6,015,307,002 54,155,090 55,496,245 102.4 1997 7,635,026,033 6,413,421,868 57,447,414 57,193,099 99.6 1998 8,168,481,094 6,861,524,119 60,374,366 60,611,944 100.4 1999 8,983,694,474 7,546,303,358 64,293,224 64,235,654 99.9 Source: Comprehensive Annual Financial Report, 2000, City of Miami Beach, Florida. (1) Assessments as of January 1 of the year listed. Bills are mailed in October of that year. Taxes become delinquent at the end of April of the subsequent year. (2) Assessments are at 1000/6 of fair market value. (3) Actual collections of current and delinquent real and personal property taxes. 004.270408.1 F-7 I F I F F I F F 0 I City of Miami Beach, Florida Statement of Tax Levies and Tax Rates Fiscal Years 1990 through 1999 Source: Comprehensive Annual Financial Report, 2000, City of Miami Beach, Florida F004.27040e.1 F-8 Total Tax Levy $44,699,090 47,824,523 46,142,946 45,610,535 45,477,364 47,359,133 51,698,797 55,047,461 57,447,414 60,374,366 64,293,224 Millage 13.671 13.166 11.943 11.847 10.549 9.182 9.361 9.378 9.210 8.983 8.983 General Fund Debt Service Fund Fiscal Year Tax Levy Millage Tax Levy Millage 1990 $32,585,114 9.966 $12,113,976 3.705 1991 36,200,773 9.966 11,623,750 3.200 1992 37,642,954 9.743 8,499,992 2.200 1993 35,812,374 9.302 9,798,161 2.545 1994 35,514,506 8.238 9,962,858 2.311 1995 36,629,597 7.143 10;729,536 2.039 1996 41,330,511 7.499 10,368,286 1.862 1997 44,018,879 7.499 11,028,582 1.879 1998 46,775,045 7.499 10,672,369 1.711 1999 50,400,464 7.499' 9,973,902 1.484 2000 55,430,546 7.499 8,862,678 1.484 Source: Comprehensive Annual Financial Report, 2000, City of Miami Beach, Florida F004.27040e.1 F-8 Total Tax Levy $44,699,090 47,824,523 46,142,946 45,610,535 45,477,364 47,359,133 51,698,797 55,047,461 57,447,414 60,374,366 64,293,224 Millage 13.671 13.166 11.943 11.847 10.549 9.182 9.361 9.378 9.210 8.983 8.983 City of Miami Beach, Florida Computation of Direct and Overlapping Debt September 30, 2000 Direct Debt General obligation indebtedness: Public improvement bonds (net of amount available)............ $56,834,728 Non -self supporting indebtedness (D Resort Tax Revenue Refunding Bonds, Series 1988 .............. 3,775,000 Gulf Breeze Government Loan Program ................................ 47,915,000 Sunshine State Loan Pool ....................................................... 22,970,000 Pension Obligation Bonds ...................................................... 50,082,000 Tax Increment Revenue Bonds .............................................. 106,015,000 230,757,000 Less: Reserve funds.................................................................. 10,912,386 Total non -self-supporting indebtedness ..................................... 219,844,614 Total direct debt....................................................................... $276,679,342 Overlapping Debto' Miami -Dade County: Total general obligation indebtedness .................................... $328,426,000 Percent attributable to Miami Beach(8.24%)t3l......................... $27,062,302 Total school district obligation indebtedness ......................... 889,062,000 Percent attributable to Miami Beach(8.24%) (3) ......................... 73,258 709 Total net non -self-supporting indebtedness ............................ 304,646,000 Percent attributable to Miami Beach(8.24%)t31......................... 25,102,830 Total overlapping debt............................................................ 125,423,841 Total direct and overlapping debt .......................................... $402,103,183 Source: Comprehensive Annual Financial Report, 2000, City of Miami Beach, Florida (1) Excludes self-supporting debt obligations. (2) All debt listed as overlapping debt is secured either solely from a tax source or from a combination of self-supporting revenues and a tax source. (3) Based upon 1999 assessed valuation figures for Miami Beach and Miami -Dade County [The Remainder of This Page Is Intentionally Left Blank] 004.270408.1 F-9 Governmental Fund Types and Expendable Trust Funds (in thousands) r- Fiscal Year Ended September 30, 1996 1997 1998 1999 2000 Revenues: Property taxes $ 51,835 $ 55,496 $ 57,193 $ 60,612 $ 64,236 Franchise fees 6,545 6,168 6,627 6,722 6,440 j Utility taxes 9,692 10,279 10,611 11,164 11,235 Licenses and Permits 6,282 7,624 8,120 8,579 8,425 Intergovernmental revenues Charges for pension cost and other 69,273 23,770 10,017 24,491 28,142 34,626 Contributions from other governments 5,419 900 900 900 -- Sales and charges for services 5,971 6,353 6,744 7,226 8,054 Special assessments 1,219 -- -- -- 1,934 Rents and leases 954 629 937 941 1,273 Interest income 6,112 8,334 7,795 8,192 9,079 Fines & forfeitures 2,136 2,886 3,917 3,728 3,247 Resort taxes 10,648 14,150 15,312 19,217 22,144 Administrative fees 8,906 7,248 7,568 7,573 7,573 Other 25,055 7,057 7,313 6,456 5,642 Total revenues $210,047 $160,911 $157,528 $169,452 $183,908 I Expenditures: Current: General government $ 20,941 $ 22,385 $ 18,284 $ 18,429 $ 21,954 Public safety 62,934 68,235 63,841 66,735 69,148 Physical environment 686 1,224 1,138 1,379 1,804 Transportation 2,554 4,337 4,255 4,211 5,730 r I Economic environment 18,349 14,397 28,664 16,283 19,923 j Human services 1,202 1,430 1,319 1,394 1,770 Culture and recreation 15,996 17,931 19,246 20,743 21,218 Capital Outlay 27,307 32,838 23,730 8,832 8,421 Debt Service Principal retirement 65,704 11,835 12,085 12,335 13,070 Interest and fiscal charges 14,487 12,549 13,853 16,304 15,628 Total expenditures $230,160 $187,161 $186,415 $166,645 $178,666 i Excess (deficiency) of revenues over (under) expenses $ (20,113) $ (26,250) $ (28,887) $ 2,807 $ 5,242 Other financing sources (uses): Disposal of assets 2,495 4 -- -- Transfers to escrow agent (4,110) _- -- -- Proceeds of debt issuance 49,486 53,297 Y 30,000 Contributions from other governments 52,609 - -- - -- Contributions to other governments (879) -- -- -- -- Operating transfers in 32,850 13,459 61,932 35,171 36,162 E Operating transfers out (41,114) (13,266) (60,503) (34,234) (35,148) Total other financing sources (uses) $ 88,842 $ 2,688 $ 54,730 $ 937 $ 31,014 Excess of revenues and other t t financing sources over expenditures and other financing uses $ 68,729 $(23,563) $ 25,843 $ 3,744 $ 36,256 Fund balances at beginning of year 62,374 131,103 107,220 98,187 $101,931 Residual equity transfers -- (320) (34,876) -- -- Fund Balances at end of year $131,103 $107,220 $ 98,187 $101,931 $138,187 Source: Audited Comprehensive Annual Financial Reports for the City of Miami Beach, Florida, for fiscal years ended September 30, 1996-2000. 270408.1 F-10 s` Independent Auditors' Report i Honorable Mayor and Members of the City Commission City of Miami Beach, Florida: i We have audited the general purpose financial statements of the City of Miami Beach. Florida, as of and for the year ended September 30, 2000, as listed in the accompanying table of contents. These general purpose financial statements are the responsibility of the management of the City of Miami Beach, Florida. Our responsibility is to express an opinion on these general purpose financial statements based on our audit. We did not audit the financial statements of the City of Miami Beach. Florida Retirement System for General Employees, the Retirement System for Policemen and Firemen, and the Retirement System for Unclassified -. Employees and Elected Officials, which combined statements represent approximately 99 percent of the total assets and other debits of the fiduciary funds as of September 30. 2000 and approximately 97 percent of total revenue of fiduciary funds for the year ended September 30. 2000. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to the amounts included for the pension trust funds, is based solely on the reports of other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The financial statements of the pension trust funds were not audited in accordance with Government Auditing Standards, issued by the Comptroller General of the United States, and, accordingly, are not covered by our report in accordance with Government Auditing Standards. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the reports of other ^1 auditors provide a reasonable basis for our opinion. j a soon Smith Fbrga auyn4as Unci KPMG t1A IAAr 4 U $ SNC HOiNv OIMW.Yi6 .b ♦,nnwix a •PRtG iainniv,w a S+wf nwtwen Mwrtx GXi letNeWele 'Neu Pen 6tacn One Biscayne Sower Suite 2800 2 South Biscayne BOuievarO Miami, FL 33131 Independent Auditors' Report i Honorable Mayor and Members of the City Commission City of Miami Beach, Florida: i We have audited the general purpose financial statements of the City of Miami Beach. Florida, as of and for the year ended September 30, 2000, as listed in the accompanying table of contents. These general purpose financial statements are the responsibility of the management of the City of Miami Beach, Florida. Our responsibility is to express an opinion on these general purpose financial statements based on our audit. We did not audit the financial statements of the City of Miami Beach. Florida Retirement System for General Employees, the Retirement System for Policemen and Firemen, and the Retirement System for Unclassified -. Employees and Elected Officials, which combined statements represent approximately 99 percent of the total assets and other debits of the fiduciary funds as of September 30. 2000 and approximately 97 percent of total revenue of fiduciary funds for the year ended September 30. 2000. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion, insofar as it relates to the amounts included for the pension trust funds, is based solely on the reports of other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The financial statements of the pension trust funds were not audited in accordance with Government Auditing Standards, issued by the Comptroller General of the United States, and, accordingly, are not covered by our report in accordance with Government Auditing Standards. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the reports of other ^1 auditors provide a reasonable basis for our opinion. j a soon Smith Fbrga auyn4as Unci KPMG t1A IAAr 4 U $ SNC HOiNv OIMW.Yi6 .b ♦,nnwix a •PRtG iainniv,w a S+wf nwtwen Mwrtx GXi letNeWele 'Neu Pen 6tacn I F F In our opinion, based on our audit and the report of other auditors, the general purpose financial statements referred to above present fairly, in all material respects, the financial position of the City of Miami Beach, r Florida, as of September 30. 2000, and the results of its operations and the cash flows of its proprietary fund types for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards. we have also issued a report, dated February 16, 2001, on our consideration of the City of Miami Beach, Florida's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. Our audit was conducted for the purpose of forming an opinion on the general purpose financial statements taken as a whole. The combining and individual fund and account group financial statements and schedules listed in the accompanying table of contents are presented for purposes of additional analysis and are not a required part of the general purpose financial statements of the City of Miami Beach. Florida. Such information has been subjected to the auditing procedures applied in the audit of the general purpose financial statements and, in our opinion, based on our audit and the reports of other auditors, is fairly presented in all material respects in relation to the general purpose financial statements taken as a whole. We did not audit the data included in the introductory and statistical sections of this report, and accordingly, express no opinion thereon. i � " K� >MG Ltd February Febtvary 16, 2001 11 J I 2 9 City of Miami Beach This page intentionally left blank pM N 8A q�p O h n N CC C Vdf M Q$ +y y ��ip ti � CS BpC, 7a6 N $ N R O p N S M O O DwYiM�l V 1441 H Yf N QQ Fi� N»o !1 Gl M Iw 0 9NH �S� V 10 N 6 O 1'1 P h N N A tY m _ +6 q w m• N w ++ N � i N N n N N s ti N gg O w r O N $g gg n NI N .'. 25 '.Q: �OOiS h{M1y{ �yS SIM= 2S �q � N O �eL n N ^f tpi �yRO� ryS o 0 ri IV ri M ♦p� i b S�, QN ifi N N N tl, O ppm O N pM N 8A q�p O h n N CC C Vdf M Q$ +y y ��ip ti � CS BpC, 7a6 N $ N R O p N S M O O DwYiM�l V 1441 H Yf N oSSttB �R�B S r " N INt ♦ L N n est yn ^ n NI N .'. 25 '.Q: �OOiS h{M1y{ �yS SIM= 2S �q � N O �eL n N ^f N �yRO� ryS o 0 ri IV ri Iyyry O^ gi n- ♦p� i M o I 7 a �$i rR^ �M1 » N N N N N N fig.€$ fa E $ ti db fsS C3 <CiV §Q g L J O e pM Yf N S N N yn ^ N N R O N O N N tl F m C N O M r �s N ry o I 7 a �$i rR^ �M1 » N N N N N N fig.€$ fa E $ ti db fsS C3 <CiV §Q g L J O e � / 2 | � | _ 7 l � ! 2 = k� ® } , #! ! ! ■| ®# ■ ;■#■■$ kk § % 2 ` f k # #■ - /� « � # § § ! 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I t ` M �m�LL M ru yW� ��i pwp�� ry n vi aw$p- oqf pN py �wq yn��pp n o w i R at Y {7 O W AN O Ip b Nq �1f a O f0pp1 O C at U A f N n w A O YI N O O PI t O 10; fq N f O- 1D a I a !J N w f N O N A ow 1'1 P1 N 1O M Vt 0 0C �oN w� � m:mvG a o 3 o P^ m w V 0 w q N r fYf �C ' O Oi No { YI M N ffi ffi a E O m M z a»» o 8 a G� ,_ Y 8 ffi a By • , Y a » m a a s o cm-a o a x o ffiSaBmEp gEy�_ a Edi= iia` ~ S LL` K E 2U ELL GO U E w-. 000 y W n CITY OF MIAMI BEACH, FLORIDA COMBINED STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN RETAINED EARNINGS - ALL PROPRIETARY FUND TYPES For the Fiscal Year Ended September 30, 2000 Proprietary Fund Types internal Totals Enterprise Service (Memorandum Only) Operating revenues: Charges for services $ 69,677,035 $ 25.312,507 $ 94,98$,542 Miscellaneous revenues 10,435,324 1,529.476 11,964,800 Total operating revenues 80,112,359 26,841,983 106,954,342 Operating expenses: Personal services 12,636,246 4,246,544 16,882,790 Operating supplies 2,172,459 2,258,351 4,430,810 Contractual services 32,663,355 5,862,701 38,526,056 Utilities 2,252,460 1,125,003 3,377,463 Internal charges 4,394,086 1,279,277 5,673,363 Depreciation 6,039,489 4,438,437 10,477,926 Administrative fees 6,294,896 846,094 7,140,990 Insurance 109,788 857,168 966,956 Amortization 267,105 267,105 Claims and judgements 28,154 28,154 Other 1,296,529 1,114,527 2,411,056 Total operating expenses 68,126,413 22.056,256 90,182,669 Operating income 11,985,946 4,785,727 16,771,673 Non-operating revenues (expenses): interest income 3,494,991 1,037,352 4,532,343 interest expense and fiscal charges (2,367,204) (2.367,204) Disposal of assets (60,208) 46,670 (13,538) Total non-operating revenues (expenses) 1,067,579 1,084,022 2,151,601 income before operating transfers 13,053,525 5,869,749 18,923,274 Operating transfers in 381,542 381,542 Operating transfers out (1,325,967) (69,472) (1,395,439) Net operating transfers (944,425) (69,472) (1,013,897) Net income 12,109,100 5.800,277 17,909,377 Add: Depreciation on contributed capital 3,575,707 2,495,724 . 6,071,431 Retained earnings at beginning of year 88,714,426 6,919,266 95,633,692 Retained earnings at end of year $ 104,399,233 5 15,215,267 $ 119,614,500 See notes to financial statements 8 I ii , "M CITY OF MIAMI BEACH, FLORIDA COMBINED STATEMENT OF CHANGES IN PLAN NET ASSETS ALL PENSION TRUST FUNDS For the Fiscal Year Ended September 30, 2000 (With Comparative Totals for the Fiscal Year Ended September 30, 1999) Additions: Contributions - Employer Employee Transfers from other systems Other KO#N 53,689,548 22,199,835 4,178,647 80,068,030 (2,095,613) (184,027) 77,788,390 84,875,230 35,771,165 346,700 122,757 957,980 37,198,602 47,676,628 747,568,486 S 795,245,114 •.• 3,658,312 5,969,818 15,164 16,385 9,659.679 61,107,588 21,968,827 4,279,731 87,356,146 (1,885,206) 85,470,940 1,031,243 96,161,862 30,822,616 562,572 15,164 975,423 32,375,775 63,786,087 683,782,399 $ 747,568,486 Investment income - Net appreciation in fair value of investments Interest income Dividends r k investment management expenses Deferred retirement option plan participants' earnings Net investment income Expense reimbursement by City of Miami Beach �^ Total additions Deductions: Benefit paid E Contributions refunded Transfers to other systems �^ Administrative expenses Total deductions Net increase Net assets held in trust for pension benefits - beginning of year Net assets held in trust for pension benefits - end of year �^ See notes to financial statements KO#N 53,689,548 22,199,835 4,178,647 80,068,030 (2,095,613) (184,027) 77,788,390 84,875,230 35,771,165 346,700 122,757 957,980 37,198,602 47,676,628 747,568,486 S 795,245,114 •.• 3,658,312 5,969,818 15,164 16,385 9,659.679 61,107,588 21,968,827 4,279,731 87,356,146 (1,885,206) 85,470,940 1,031,243 96,161,862 30,822,616 562,572 15,164 975,423 32,375,775 63,786,087 683,782,399 $ 747,568,486 CITY OF MIAMI BEACH, FLORIDA COMBINED STATEMENT OF CASH FLOWS -ALL PROPRIETARY FUND TYPES For the Fiscal Year Ended September 30, 2000 Cash flows from operating activities: Cash received from customers Cash paid to suppliers Cash paid to employees Cash paid for claims and judgements Misceilaneoua revenues Net cash provided by operating activities Cash flows for non -capital financing activities: Repayment of interfund advances Transfers in Transfers out Net cash used in non -capital financing activities Cash lbws from capital and related financial activities: Proceeds of debt issuance Interest and fiscal charges Bond payments -principal Capital lease payments Capital contributions Purchase of fixed assets Proceeds from sale of fixed assets Net cash provided by (used in) capital and related financing activities Cash flows from investing activities: Interest on "investments Net rash provided by investing activities Net increase in cash and investments Cash and investments - beginning of year Cash and investments - end of yew Classified as: Current assets Restricted assets Total cash and investments Non-cash transactions affecting financial position: Capital contributions of fixed assets $ 24,798,415 126,162,770 $ 150,961,165 S 12,661,392 9,755,219 S 22,416,611 S 8.337,319 S 1.890,699 See rates to finencial statements 10 $ 37,459,807 135,917,989 $ 173,377,796 S 10,226,216 (continued) Totals Internal (Memorandum Enterprise Service Only) S 66.239,226 S 25,318,403 S 91,557,629 (49,352,580) (13.242,741) (62,595.321) (13.060,189) (4,346.950) (17,427,139) (3,292,154) (3,292,154) 10.435.324 1,587,482 12,022,806 14,241,781 6.024,040 20,265,821 (260,000) (260,000) 381,542 381,542 (1.325.967) (69,472) (1,395,439) (1,204,425) (69,472) (1,273,897) 53.721,264 53,721,264 (2,377,962) (2,377,962) (2,900.000) (2,900,000) (491,185) (491,185) 632,980 632,980 (17.308,843) (2.669,140) (19,977,983) 18,950 62,354 101,304 31,295.204 (2.586,786) 28,706,418 3,314,309 1,037.352 4.351,661 3.314,309 1,037,352 4,351,661 47,646,869 4,405.134 52,052.003 103,314,316 18,011.477 121,325,793 S 150.961,185 $ 22.416,611 S 173.377,796 $ 24,798,415 126,162,770 $ 150,961,165 S 12,661,392 9,755,219 S 22,416,611 S 8.337,319 S 1.890,699 See rates to finencial statements 10 $ 37,459,807 135,917,989 $ 173,377,796 S 10,226,216 (continued) CITY OF MIAMI BEACH, FLORIDA COMBINED STATEMENT OF CASH FLOWS -ALL PROPRIETARY FUND TYPES RECONCILIATION OF OPERATING INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES For the Fiscal Year Ended September 30, 2000 (continued) Operating income Adjustments to reconcile net operating income to cash provided by operating activities: Depreciation and amortization Provision for uncollectible accounts Changes in assets and liablities: (increase) decrease in inventories (Increase) decrease in accounts receivable (increase) decrease in due from other funds Increase in prepaid expense Increase in accounts payable Decrease in accrued expenses Decrease in pending insurance claims Increase in insurance claims incurred but not reported Increase in deposits Increase in due to other governments Decrease in due to other funds Increase in deferred revenues (Decrease) increase in accrued compensated absences Total adjustments Net cash provided by operating activities See notes to financial statements Totals Internal (Memorandum Enterprise Service Only) $ 11,985,946 $ 4,785,727 S 16,771,673 6,306,594 4,438,437 10,745,031 1,139,055 794 1,139,849 (197,107) 12,104 (185,003) (3,486,387) 64,140 (3,422,247) 160,000 (238) 159,762 (732,668) (212,275) (944,943) 1,210,085 299,757 1,509,842 (2,522,286) (132,292) (2,654,578) (56,000) (56,000) (3,208,000) (3,208,000) 805,158 805,158 46,475 46,475 (586;845) (586,845) 140,639 140,639 (26,676) 31,666 5,008 2,255,835 1,238,313 3,494,148 $ 14,241,781 $ 6,024,040 $ 20,265,821 11 CITY OF MIAMI_ BEACH, FLORIDA COMBINED BALANCE SHEET - DISCRETELY PRESENTED COMPONENT UNITS September 30, 2000 Miami Beach Miami Beach Visitor and Health Convention Facilities Authority Authority Total Assets Cash and investments Accounts receivable Total assets Liabilities and fund balances Liabilities: Accounts payable Total liabilities Fund balances: Designated for contingencies Undesignated Total fund balances Total liabilities and fund balances See notes to financial statements $ 886,213 $ 669,516 $ 1,555,729 117,168 210,682 327,850 $ 1,003,381 $ 880,198 $ 1,883,579 $ 3,231 $ $ 3,231 3,231 3,231 50,000 50,000 950,150 880,198 1,830,348 1,000,150 880,198 1,880,348 $ 1,003,381 $ 880,198 $ 1,883,579 12 1 Y F.,CITY OF MIAMCBEACH. FLORIDA.: COMBINED STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES -.DISCRETELY PRESENTED COMPONENT UNITS For the Fiscal Year Ended September 30, 2000 Miami Beach Miami Beach Visitor and Health Convention Facilities Auttwrity At ttwrity Revenues: Intergovernmental revenues 'Sales and charges for services ., :Other Total revenues Expenditures: Current: Human services Culture and recreation Total expenditures Excess of revenues over expenditures Fund balances - beginning of year Fund balances - end of year Sae notes to tfnanGal statements $ 960,033 323,435 1,283,468 646.995 646,995 636,473 363,677 $ 11000,150 13 s 565,342 2,153- 567,495 ,153-567,495 192 192 567,303 312,895 880,198 1im $ 960,033 565.342 325,588 1,850,963 192 646,995 647.187 1,203,776 676,572 $- 1,880,348 I CITY OF MIAMi BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 1. Summary of Sign cant Accounting Policies The City of Miami Beach, Florida (the "City") records its transactions in the various individual funds and account groups to comply with the limitations and restrictions placed both on the resources made available to the City and the services provided. The more significant of the City's accounting policies are described below. Z't"1 U 0-Elt� The City was incorporated as a municipal corporation on March 26, 1915 and was created by the Florida Legislature, Chapter 7672, Laws of Florida (1917). The City is governed by an elected mayor and six member commission. The City operates under a Commission -Manager form of government. In accordance with Governmental Accounting Standards Board (GASB) pronouncements, the City's —+ financial statements include all funds, account groups, departments, agencies, boards, and other organizations over which City officials are considered to be financially accountable. Financial accountability includes such aspects as appointment of governing body members, budget "! review, approval of property tax levies, outstanding debt secured by the full faith credit of the City or its revenue stream, and responsibility for funding deficits. As a result of applying the entity definition criteria of the GASB, certain organizations have been included or excluded from the City's financial statements. The following are blended and discretely presented component units included in the City's financial statements. i i. Miami Beach Redevelopment Agency The Miami Beach Redevelopment Agency (the "Agency") was created under the Community Redevelopment Act of 1969, enacted by the Florida Legislature. The Agency's Board of Directors is the City Commission. The Agency's executive director is the City Manager. The Agency's budget is adopted by its directors and approximately 50% of the Agency's operating revenue is derived from the City's tax increment contributions. The Agency is accounted for as a blended component unit in the City's financial statements. ii. Miami Beach Health Facilities Authority The Miami Beach Health Facilities Authority (the "Authority") was created under the Health Facilities Authorities Law, Chapter 154, Part III of the Florida Statutes. The Authority is appointed by the City Commission, serves a four-year term and is subject to reappointment. The revenue of the Authority is derived from fees generated from the sale of bonds to finance health facilities within Miami Beach. The City receives all funds of the Authority in excess of operational needs of the Authority. Debt issued under the oversight of the Authority is not debt of the City or the Authority and therefore is not included in the accompanying financial statements. The Authority is accounted for as a discretely presented component unit in the City's financial statements. The Authority accounts for its financial activities using only the general fund. ' i 14 F CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS r— SEPTEMBER 30, 2000 (Continued) iii. Miami Beach Visitor and Convention Authority The Miami Beach Visitor and Convention Authority (the "VCA") was created under Chapter 67- 930, Section 8, of the Florida Statutes. The VCA is appointed by the City Commission to administer a portion of the collections of the municipal resort tax in order to promote tourism and convention business. Operating costs of the VCA are paid by the City. The VCA is accounted for as a discretely presented component unit in the City's financial statements. r iv. Miami Beach Neighborhood Improvement District #1 The Miami Beach Neighborhood Improvement District No. 1 (the "NID#1 ") was created under Chapter 87-243, Section 55-73, of the Florida Statutes. The NID#Vs Board of Directors is the City Commission. The NID#Vs operating revenues are derived from grants, ad valorem taxes, or special assessments. NID#1 had no financial activity during fiscal year 2000. I I J 15 v. Miami Beach Neighborhood Improvement District #2 "NID#2") The Miami Beach Neighborhood Improvement District No. 2 (the was created under Chapter 87-243, Section 55-73, of the Florida Statutes. The NID#2's Board of Directors is the City r. Commission. The NID#2's operating revenues are derived from grants, ad valorem taxes, or special assessments. NID#2 had no financial activity during fiscal year 2000. vi. Miami Beach Neighborhood Improvement District #3 The Miami Beach Neighborhood Improvement District No. 3 (the "N)D#3") was created under Chapter 87-243, Section 55-73, of the Florida Statutes. The NID#Ts Board of Directors is the City Commission. The NID#3's operating revenues are derived from grants, ad valorem taxes, or .- special assessments. NID#3 had no financial activity during fiscal year 2000. i vii. Normandy ,Shhores Local Government NeJiahborhood Improvement District r I The Miami Beach Normandy Shores Local Government Neighborhood Improvement District (the "NSNID") was created under Chapter 163.506, of the Florida Statutes. The NSNID's Board of Directors is the City Commission. The NSNID's revenues are derived from ad valorem taxes. r- The NSNID is accounted for as a blended component unit in the City's Special Revenue Funds financial statements under the column entitled, "Special Districts and Services Fund". I I J 15 Complete financial statements for the component units may be Obtained at the entity's offices: Miami Beach Redevelopment Agency Miami Beach Health Facilities Authority 1700 Convention Center Drive 1700 Convention Center Drive Miami Beach, Florida 33139 Miami Beach, Florida 33139 Miami Beach Visitor and Convention Authority Miami Beach Neighborhood 555 Hank Meyer Boulevard Improvement District #1, #2, & #3 Miami Beach, Florida 33139 1700 Convention Center Drive Miami Beach, Florida 33139 Normandy Shores Local Government Neighborhood. Improvement District 1700 Coni entian Center Drive Miami Beach,'Flonda 33139 The accounts of the City are organized on the basis of funds and account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self -balancing accounts that comprise its assets, liabilities, fund equity, revenues, CITY OF MIAMI BEACH, FLORIDA —, NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) -. CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL: STATEMENTS SEPTEMBER 30, 2000 (Continued) Governmental Fund Types are accounted for on'a current financial resources measurement Complete financial statements for the component units may be Obtained at the entity's offices: Miami Beach Redevelopment Agency Miami Beach Health Facilities Authority 1700 Convention Center Drive 1700 Convention Center Drive Miami Beach, Florida 33139 Miami Beach, Florida 33139 Miami Beach Visitor and Convention Authority Miami Beach Neighborhood 555 Hank Meyer Boulevard Improvement District #1, #2, & #3 Miami Beach, Florida 33139 1700 Convention Center Drive Miami Beach, Florida 33139 Normandy Shores Local Government Neighborhood. Improvement District 1700 Coni entian Center Drive Miami Beach,'Flonda 33139 The accounts of the City are organized on the basis of funds and account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self -balancing accounts that comprise its assets, liabilities, fund equity, revenues, expenditures, or expenses, as appropriate. Governmental resources are allocated -to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. The various funds are grouped, in the financial statements -. in this report, into three broad fund categories composed of seven generic funds plus two account groups. These broad fund categories are: I. Governmental Fund Tvoes Governmental Fund Types are accounted for on'a current financial resources measurement focus. Only current assets and current liabilities are generally included on thea balance sheet. Their operating statements present sources (revenues and other financing sources) and uses (expenditures and other financing uses) of available spendable resources during the period. The generic funds in this category are: (a) General, (b) Special Revenue, (c) Debt Service, and (d) Capital Projects. C 16 C F 17 L! CRY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS r SEPTEMBER 30, 2080 (Continued) r ii. PrQ rin etary Fund Types j Proprietary Funds are accounted for on an economic resources measurement focus. The government applies all applicable FASB pronouncements issued on or before November 30, 1989 in accounting and reporting for its proprietary operations. In accordance with Government Accounting Standards, the City has elected not to apply FASB pronouncements issued after that date to its proprietary operations. All assets and all liabilities (whether current or non-current) associated with their activity are included on their Balance Sheets. Their reported fund equity �— (net total assets) is segregated into contributed capital and retained earnings components. Proprietary fund measurement focus is on determination of net income, financial position, and changes in cash flows. The generic funds in this category are Enterprise and internal Service Funds. iii. Fiduciary Fund Tvoes r Fiduciary Fund Types account for assets held by the City in a trustee capacity or as an agent for t individuals, private organizations, other Governments and other funds. These include Expendable Trusts, Pension Trusts and Agency Funds. Expendable Trust Funds are accounted for in essentially the same manner as Governmental Fund Types. Pension Trust Funds are accounted r- for in essentially the same manner as Proprietary Fund Types. Agency funds are custodial in nature (assets equal liabilities) and do not involve the measurement of results of operations. iv. amount Grouos r The two account groups in this financial report are used to provide accounting *control and accountability for the City's General Fixed Assets and General Long -Term Obligations Group. (r. These two account groups are: 1 a. General Fixed Assets This account group is established to account for all fixed assets of the City, other than those accounted for in the Proprietary Funds. b. General Lona -Term Oblioations This account group is established to account for all Long -Term obligations of the City other than those accounted for in the Proprietary Funds. C. Basis of Accounting The accrual basis of accounting is used for all funds except for the Governmental Fund types, r Expendable Trust Funds and Agency Funds which use the modified accrual basis of accounting. Modifications from the accrual basis to present the modified accrual basis are as follows: i. Revenues are recognized when they become both measurable and available to finance r- expenditures of the current period. Property taxes and intergovernmental revenues are the significant revenue sources considered susceptible to accrual; ,. ii. Purchases of capital assets providing future benefits are considered expenditures and are accounted for in the General Fixed Assets account group. Appropriations for capital projects are carried forward until such time as the project is completed or terminated; F 17 L! 6 I CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2400 (Continued) iii. Interest on General Long -Term Indebtedness is not accrued but is recorded as an expenditure on its due date; and iv. Outstanding encumbrances at year end are excluded from current year expenditures and reported as reservations of fund equity. s ..- c l •a At least 45 days prior to the close of the fiscal year, the City Commission is presented with a proposed budget. The proposed budget includes anticipated expenditures and the means of financing them. After Commission review and public hearings, the budget is adopted prior to October 1 st. Budgets are approved on a fund by fund basis and management may transfer amounts between line items or departments as long as the transfer does not result in an increase in total fund budget. The budget presented is the final adopted budget which has been amended during the year. Budgets are considered a management control and planning toot and as such are incorporated into the accounting system of the City. Budgets are adopted on'the modified accrual basis of accounting with the inclusion of encumbrances as reductions in the budgetary amount available (Budgetary Basis). Appropriations not encumbered lapse at year end. Outstanding encumbrances at year end are reported as a reservation of fund equity. The Statement of Revenues and Expenditures, Budget and Actual is presented for the funds which have legally adopted annual budgets. Funds and Grants that have multi-year project budgets are not presented in that statement. There were two supplemental budgetary appropriations during fiscal year ended September 30, 20]00. For the year ended September 30, 2000, expenditures exceeded appropriations in the Miami Beach Redevelopment Agency Debt Service Fund by $264,136. This over expenditure was funded by -- available fund balance. E. Cash and investments The City maintains an accounting system in which substantially all cash and investments are recorded in a separate gawp of accounts. All such cash and investments are reflected as pooled cash and investments. Cash and investments consist of demand deposits with banks, United States Treasury .., Obligations, State or Municipal obligations, Commercial Paper, Money Market Funds, and Repurchase Agreements. All investments are stated at cost which approximates fair value. Interest income is allocated based upon the approximate proportionate balances of each fund's equity in pooled cash and investments. The cash and investments for the retirement system are maintained in separate cash and investment -, balances. The retirement system investments are held in United States Treasury Obligations, loans guaranteed by Government agencies, General Obligation or Revenue Bonds issued by States and Municipalities, dividend paying stocks of domestic corporations, bonds, notes or other interest bearing obligations of domestic corporations, and shares and accounts of savings and loan associations. The investments are stated at fair value as determined by closing market prices at the end of the fiscal year. 18 I i CITY OF MIAMI BEACH, FLORIDA r- NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) 11 I 19 For the purpose of the Statement of Cash Flows for the Proprietary Fund Types, cash and investments mean short term, highly liquid investments with an original maturity of three months or r less. In addition, GASB Statement 31, "Accounting and Financial Reporting for Certain Investments and for External Investment Pools", requires disclosure of investments at fair value and recognition of unrealized gain or losses, if material, for investments with remaining maturities of more than one year at the time of purchase. Investments with remaining maturities of one year or less at the time of .- purchase are recorded at amortized cost. The City calculated the unrealized gain or loss for i investments with remaining maturities of more than one year at the time of purchase and determined '- that the amount of net unrealized loss is immaterial for the fiscal year ended September 30, 2000. Thus, the City records all investments, except retirement system investments, at cost. 11 I 19 F. Receivables Following are the significant components of the receivables due to the City at September 30, 2000: r i. Water, Sewer and Waste Fees - This amount represents the unpaid, billed charges for various fines and municipal services; ii. Fines and Assessments - This amount represents the unpaid, billed charges for various fines and assessments levied for violations of various City code provisions; iii. Notes Receivable - This amount represents amounts due as evidenced by loan agreements from .- two special revenue and one capital projects fund to outside entities; i iv. Delinquent Taxes Receivable - This amount represents the amount of levied but uncollected delinquent property taxes outstanding at September 30, 2000; v. Accrued Interest Receivable - This amount represents the interest earned but not collected on City investments at year end; and G. Due From and Due To Other Funds t During the course of its operations, the City has numerous transactions between funds to finance .- operations, provide services, construct assets and service debt. To the extent that certain transactions between funds have not been paid or received as of September 30, balances of interfund amounts receivable or payable have been reflected. All amounts receivable from or payable to other funds are to be settled with expendable, available financial resources. H. Inventories Inventories are stated at cost. Cost is determined principally by the average cost method, which approximates the fust -in, first -out method. Inventories are accounted for on the consumption basis. Fund balance has been reserved for the amount of inventories since they are not available for appropriation and expenditure as of September 30, 2000. 11 I 19 I CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) I. Fixed Assets "rt i. Ggnerall Fixed Asset Account rouo I The General Fixed Assets Account Group provides physical and dollar value accountability. Depreciation of General Fixed Assets is not recognized in the City's accounting system. The costs of purchasing or consUvctft by the various Governmental and Fiduciary funds are -� recorded as expenditures in those funds. These expenditures are capitalized in the general fixed assets account group at historical cost. Gifts or contributions of property received are recorded at their estimated fair market value at the time of receipt by the City. Public domain (infrastruc- ture) general fixed assets consisting of certain improvements other than buildings, including roads, bridges, curbs, gutters, streets and sidewalks, drainage systems and lighting systems are capitalized along with other general fixed assets. Interest costs on bond funds are capitalized into construction work in progress. Funds ii. PE=W tarn The fixed assets recorded in these funds are recorded at historical cost or at valuations which -� approximate cost. Depreciation of all exhaustible fixed assets used by propriety funds is charged as an expense against operations. Accumulated depreciation is reported on proprietary fund balance sheets. Depreciation has been provided over the estimated useful lives using the straight-line method. The estimated useful lives are as follows: Buildings 30-60 years Improvements 10-60 years Equipment 2-20 years J. Deferred Revenue These amounts offset the balance of delinquent property taxes not collected within 45 days of year end and City billings for fines and assessments at September 30. Such amounts do not meet the revenue recognition criteria since they are measurable but not available. i K. Accrued o gencatnd Absences , The City accounts for compensated absences by accruing a liability for employees' compensation for future absences according to the guidelines of Governmental Accounting Standards Board (GASB) Statement No. 16, "Accounting for Compensated Absences". The City s vacation and sick leave policies grant a specific number of days of vacation and sick leave with pay. In addition, these policies provide for paying a regular employee after a six-month probationary period for accumulated, unused vacation and sick leave upon termination up to a maximum of 2,088 hours. For certain employees, sick pay to be paid upon termination is limited to a maximum of one half of the amount accumulated. These hours are payable at the employee's current pay rate. The liability for this obligation is recorded in the General Long -Term Obligations account group since the nature of the liability will not require the use of available resources. I 20 F CITY OF MIAMI BEACH, FLORIDA r— NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) 21 L. Long -Term Debt (( Long -Tenn debt obligations, either General Obligation or Revenue Bonds, used to finance proprietary fund operations and payable from revenue of the proprietary funds are recorded in the applicable fund. General Obligation Bonds and other forms of Long -Term debt supported by general revenues are obligations of the City as a whole and not its individual constituent funds. Accordingly, such unmatured obligations of the City are accounted for in the General Long -Term Obligations Account Group. M. Fund Balances r i. Reserved Fund Balance - A fund balance reservation indicates that this portion of fund equity has been segregated for specific or legal purposes or is not otherwise available for appropriation; ii. Designated Fund Balance - A fund balance designation indicates that this portion of fund equity r has been segregated based on tentative plans of the City; and f rg portion of fund equity is available for any lawful use by the Hi. Undesignated Fund Balance - This City. N. Property Taxes �,. Property values are assessed (levied) at fair market value (100%) by the Miami -Dade County Property Assessor as of January 1 of each year, at which time taxes become an enforceable lien on property. State of Florida Amendment #10 to the Florida Constitution known as'Save our Homes" limits assessment increases on homestead property to the lessor of 3% or the consumer price index. .— Tax bills are mailed in October and are payable upon receipt with discounts at the rate of 4% if paid in November, decreasing by 1% per month with no discount available if paid in the month of March. Taxes become delinquent on April 1 of .the year following the year of assessment and State law provides for enforcement of collection of personal property taxes by seizure of the property or by the '— sale of the property or by the sale of interest bearing tax certificates to satisfy unpaid property taxes. The procedures result in the collection of essentially all taxes prior to June 30 of the year following the year of assessment. O. )nterfund Transfers Following is a description of the four basic types of interfund transactions made during the year and r✓ the related accounting policies: i i. Transactions for service rendered or facilities provided are recorded as revenue in the receiving fund and expenditures, either as internal charges or administrative fees in the disbursing fund; r ii. Transactions to reimburse a fund for expenditures made by it for the benefit of another fund are recorded as expenditures in the disbursing fund and as a reduction of expenditures in the receiving fund; iii. Transactions which are recurring annual transfers between two or more budgetary funds are recorded as transfers in and out; and 21 I CITY OF. MIAMI, BEACH. -FLORIDA NOTES _TO 0WAl4d14LtiATEMENfs SEPTEMBER 36,466 (Continued) ­ . I i �� C:�ie iv. Transactions recording equity contributions between funds: Abe receives fypd:records such transactions as transfers in and additions to fund balances'or, in the case of -proprietary funds to - a contribution account. The disbursing fund records the transaction as a transfer out and a reduction of fund balance or, in the case of proprietary fund, as a -reduction of,equfty,. P: Ehcumbra Encumbrance accounting, under which purchase order commitments; f6r'the expenditures of monies are recorded in order to reserve that portion of the applicable appropriation, is employed as an extension of formal budgetary integration in the general and special revenue funds, cap , ital project funds and expendable trust funds. Encumbrances outstanding at, year-."g.,11poareje rted as I reservations of fund balances, since they do not constitute eipqijaitures or,liabilines. O.-'TbtafCoiijriins-66C�moi66dStaierti Total columns ori*i Combined ttiteiiients are caption ed"Mimio-re"ni to indicate that they 1 Only ' 6_ ­ i dum nly are presented only to facilitate financial analysis. Date in these columns do not presept financiail. position, results of operations or cash flows in conformity with generally accepted accounting principles. Neither is such data comparable to a consolidation. Interfund eliminations havenot been made in aggregation of this data. k- Prepald'EMriditures/ExOuses � ''Expenditures made for services that'will benefit periods beyond September 3O,'2000 prpr*' as prepaid items and accordingly a portion of fund balance -has been raserved to i nd ice ti ei* 4i'lat"Iese funds are not available -for. appropriation. S. F;rtsk Management- Judgements and Claims The City is exposed to various risks of loss from civil,liablifty to other parties 4a6tomobild-liability, general liability, police professional liability, public official liability}; statutory workers` .corripeftastiat benefits for injured employees; and the theft or accidental damage to City property (buildings and business contents). The City established an internal service Self-insurance Fund to account for and fund the above risks. The Self-insurance elf -insurance Internal Service Fund pays for all claims and judgements madeagainStVie City for accidental losses for which the City is self-insured. The Fund pays the - premium its 'for insurance policies.6 protect the City's ultimate self-insured exposures., All -Risk property insurance (exclusive of windstorm indstorm coverage) provides coverage for losses to City buildings above various deductible amounts. There were no settlements in excess of applicable insurance. The Fund derives revenue from all City departments through an allocation formula and from investment income earned on reserved funds. The required funding levels of reserves and future needs is determined by an annual actuarial report produced by an external actuarial firm. The City funds and reserves on an *occurrence* basis, reserving for anticipated and known claim when they occur, regardless of the ultimate date of payment or disposition. 22 F I� I CITY OF MIAMI BEACH, FLORIDA j NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) (' The following are the changes in the funds' claims liability amount during fiscal year 2000 and 1999 respectively: 2000 1999 r Unpaid claims, beginning of year $ 16.596.000 $ 13.935,000 Incurred claims (includes incurred but not reported claims) 973,000 7,047,000 Less: estimated claim payments 4237.000 4.388.000 Unpaid claims, end of year S13,332, S16,596, r' T. Estimate� The.preparation of financial statements in conformity with accounting princes generally accepted r' in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the r reporting period. Actual results could differ from management's estimates. , I 2. Cash and Investments AN deposits are held in banker institutions approved by the State Treasurer of the State of Florida, to hold public funds. Under the Florida Statutes Chapter 280, "Florida Security for Public Deposits ACC, the State Treasurer requires all qualified public depositories to deposit with the Treasurer or another banking institution eligible collateral equal to 50% to 125% of the average daily balance for each month of all public r— deposits in excess of any applicable deposit insurance held. The percentage of eligible collateral (generally, United States governmental and agency securities, state or municipality government debt, or corporate bonds) to public deposits is dependent upon the depository's financial history and its .- compliance with Chapter 280, Florida Statues. In the event of a failure of a qualified public depository, the remaining public depositories would be responsible for covering any resulting losses. Accordingly, all cash and fine deposits held by banks can be classified as category one credit risk as defined in GASB Statement 3. "Deposits with Financial Institutions, Investments (including Repurchase Agreements), and Reverse Repurchase Agreements", which means they are fully insured or collateralized. The City has adopted an ordinance designating the investments which are allowable for its cash ,.. management activities. The authorized investments include direct United States Treasury obligations, corporate bond, state or municipal obligations, commercial paper and repurchase agreements. These investments are insured or collateralized by the financial institution and, are held in trust in the name of the City by an agent of the City. The City also has $3,713,107 of FGIC Capital Market funds with a trustee which is not risk categorized as these investments are not evidenced by physical securities. The City's cash management investments at year end (including restricted cash and cash with paying agent) are shown below: Canying Amount/ Fait Vakie U.S. Treasury obligations $ 5.523,877 U.S. government agencies Commercial paper 96,242,803 14,483,492 Money market funds 20,408,914 Repurchase agreements 61.887.684 Total City cash management investments 198.346,770 City funds managed by others and cash 113.401 405 Total cash and investments S 311.748.175 23 CiTY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) The City has adopted ordinances which govern the investment of funds for all of the Employee's Retirement systems. These investments include United States Treasury obligations, loans guaranteed -^ by government agencies, General Obligation or Revenue Bonds issued by states and municipalities, dividend paying stocks of domestic corporations, bonds, notes or other interest bearing obligations of domestic corporations, and shares and accounts of savings and loan associations. As of September 30, 2000 and 1999, the level of credit risk of the Plan's investments is in Category 1 as defined by the Governmental Accounting Standards Board Statement No. 3, "Deposits with Financial Institutions, Investments and Reverse Repurchase Agreements", which includes investments that are ..� insured or registered or securities held by the plan or its agent in the Plan's name. There are no investments, loans to or leases with parties related to the pension plan. There were no investments in any one company which individually exceeded 5% of the net assets available for -plan benefits. The investments of the Retirement Systems are presented below: The Miami Beach Visitor's and Convention Authority and the Miami Beach Health Facilities Authority, discretely presented component units, deposits were entirely covered by Federal Depository Insurance, a collateral pool held by the State Treasurer for the benefit of all public deposits in Florida. 3. Budat" ary Statements The accompanying Combined Statement of Revenues, Expenditures and Changes in Fund Balanus . Budget and Actual - General, Special Revenue and Debt Service Fund Types presents comparisons of the legally adopted budget (more fully described in Note 1) with actual data ona budgetary basis: The City has not adopted budgets for all of its special revenue funds because most were under a multi -yam -� budget, except for the Bass Museum and Resort Tax Revenue Funds: The City has adopted a budget for the General Obligation Debt Service Fund. Since accounting principles applied for the purposes of developing data on a budgetary basis differ from those used to present financial statements in conformity with generally accepted accounting principles, a reconciliation of timing and entity differences in the ~' excess (deficiency) of revenues and other sources of financial resources over expenditures and other uses of financial resources for the year ended September 30, 2000 is presented below: I 24 7 Carrying Amount/ Fair Value Common stock 3 523,863,624 Corporate bonds 172,163,574 Money market 1,236,602 ,.., U. S. government securities 76,591,322 Short-term debt 20,908,938 Cash :t4Q= Total cash and investments E 795.104.122 r+ 1 The Miami Beach Visitor's and Convention Authority and the Miami Beach Health Facilities Authority, discretely presented component units, deposits were entirely covered by Federal Depository Insurance, a collateral pool held by the State Treasurer for the benefit of all public deposits in Florida. 3. Budat" ary Statements The accompanying Combined Statement of Revenues, Expenditures and Changes in Fund Balanus . Budget and Actual - General, Special Revenue and Debt Service Fund Types presents comparisons of the legally adopted budget (more fully described in Note 1) with actual data ona budgetary basis: The City has not adopted budgets for all of its special revenue funds because most were under a multi -yam -� budget, except for the Bass Museum and Resort Tax Revenue Funds: The City has adopted a budget for the General Obligation Debt Service Fund. Since accounting principles applied for the purposes of developing data on a budgetary basis differ from those used to present financial statements in conformity with generally accepted accounting principles, a reconciliation of timing and entity differences in the ~' excess (deficiency) of revenues and other sources of financial resources over expenditures and other uses of financial resources for the year ended September 30, 2000 is presented below: I 24 7 25 s CiT1t OE Mll Mj SEAGEt, FE�ORIDA NotES I FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) General Special 'Debt. Excess of revenues and other financing sources, ..: Revenue _ Service• r - over expenditures and other ; .:.; financing usfes {budgetary basis} $ 3,184,974 $ 5,004,810 $ (148,813) Ad}usiments: To adjust for current year encumbrances 2.177.324 113,164'. Filmes "(defiiiency) of revenues "and other,firiancing $Yourcea over (under),expenditures and other,. finandho'useareleted to non -1 tuid_g ed.funds... 1.476.731 ' 1.117239 r . "Excess {defxierScq} of revenues and other financing sources over (under) expenditures and other financing uses (GAAP basis) 5 5.362298 , S 6.584.445 $ 968_4 4. Fixed Assets 'A.- The following are the changes -in general fixed assets for the year ended \ September 30, 2000: Balance Additions Deletions Balance 7011199 Land $ 87,392,658 $ 1,084,590 $ 9t $ 88,477,248 {.. Buildings 31,779.437 31,779,437 Permanent improvements 64,514.705 231,447 64,746,152 Furniture and fixtures 711,639 467,900 30,553 1,148,986 Equipment 2,907,763 852,601 128,487 3,631,877 r• Construction in progress 110.987.866 9.531.695 S298'294-068 512.168.233 9.123.269 -, . $ 9,282.309 111,396- 5301.179.992 B. A summary of the proprietary fund types' fixed assets at September 30, 2000, follows: r.. -Balance Additions Deletions Balance 09130!00 r 1011 Masts and des $ 38,316.334 $ 286,629 $ $ 38,602.963 i t artii : 23,i 18.@51 23.4:18,651 t Buildings and structures 174,676,0.12 8,779«565 120,078 183,335,499 Meters and hydrants 10,641,464 540,356. 11 x184,820 r-^ Furniture, equipmeint 6 olid vehicles' 56.156,937 5,556,865 5,342,900, . 56.370,902 Improvements other ' than buildings 1.679:186 1.679.186 304,588,584 15,163,415 5,462,978 314,289,021 { Less accumulated depredation 103:371.975 10-675M 5.107.471 108.940.461 r. 201,216,609 4,487,458 355,507 205,348,560 ( Construction in progress 54.538.669 17,734.56 2.28IA33 69,990,798 t Net property, plant and equipment $255.755.278 S".927,020 S 2.637.940 $275.339.358 25 CITY OF MIAMI BEACH, FLORIDA i NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) 5. Employee Refirement A. Retirement System For General Employ 1. Plan Description ^ry The Retirement System for General Employees is a Single Employer Defined Benefit Pension Plan that covers all civil service employees of the City except for Policemen and Firemen as established by City Ordinance #1901. This Plan covers 526 active employees and 947 retirees ^ and beneficiaries as of the last actuary report. The City's payroll for employees covered by the System for the year ended September 30, 2000, was $19,960,350 out of $74,601,724 total payroll cost for the City. Generally, employee members of the System vest after 5 years. Members are eligible to retire at age 50 at a benefit of 3% of final average salary based on the highest two years salary for the first 15 years of service and 4% of final average salary thereafter to a maximum of 90%. ., However, certain employees who are members of the labor union "AFSCME" employed on or after April 30, 1993, employees in the classification of "Other" (non -unionized classified employees), employed on or after August 1, 1993, and employees who are members of the tabor union "CWA" employed on or after February 21, 1994, vest after 10 years of service and are ^ eligible to refire at age 60 with 10 years creditable service at a benefit level of 3% of their highest three years' average salary times years of service to a maximum of 80%. These benefit provisions and all other requirements are established by City Ordinance. City employee members are required to contribute 10% of salary. ii. Funding Police Contributions Required and Contributions Made The Plan's funding policy provides for periodic employer contributions at actuarially determined rates that, expressed as percentages of annual covered payroll, are sufficient to accumulate sufficient assets to pay benefits when due. Level percentage of payroll employer contribution rates are determined using the entry age actuarial cost method. The Pian also uses the level percentage of payroll method to amortize any unfunded actuarial accrued liability over a 15 -year period. Effective October 1, 1996, the asset valuation method was changed to the difference between actual investment return and expected return and will be recognized over 5 years. ^1 Significant actuarial assumptions used include: (a) investment return of 8.5%; (b) 1983 Group Annuity Mortality Table; for those who have terminated employment before October 1, 1993, rates are based on the Plan's own experience; (c) for retirement, once a member is eligible to retire, a probability of retirement based on age is used (effective October 1, 1996); (d) projected salary increases of 6% per year compounded annually, attributable to inflation; (a) cost of living increases of 1.5% per year; and (f) projected inflation of 4% per year. The contribution made to the Pian during the year ended September 30, 2000 was $1,996,035 and was made in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 1998. The contributions were solely attributable to normal costs. For the year ended September 30, 2000, the employees contributed $1,996,035 -� which represents 10%, of covered payroll. 26 1 F CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL. STATEMENTS SEPTEMBER 30, 2000 (Continued) Significant policies, basis of accounting include: (a) actuarial cost method is entry age; (b) equivalent single amortization period is 32 years; (c) amortization method is level dollar method; (d) amortization period is 15 years; (e) actuarial asset valuation method is 5 years smoothed market; (f) actuarial assumptions: (1) investment rate of return 8.5%, (2) projected salary increases 6.0%; (3) inflation at 4.0%; (4) amortization period is open; and (5) cost of living adjustment 1.5%. Ill. Trend Information Trend information indicates the progress made in accumulating sufficient assets to pay benefits (" when due. An analysis of funding progress for the fiscal year ended September 30, 2000, for the Retirement System for General Employees is as follows: Year Ended Annual Required Percentage r, Seotember 30, Contribution Contributed r 1998 $2,496,704 100% 1999 1,008,615 100 0 2000 0 iv. Fundina Status and Proaress r { The following schedule describes the funding progress for the Retirement System for General Employees for the fiscal year ended September 30, 2000 (dollars in millions): Actuarial Actuarial Accrued UAAL As % Actuarial Value Liability (AAL) Unfunded AAL Funded Covered of Covered r. Valuation of Assets - Entry Age (UAAL) Ratio Payroll Payroll 1 Dae (a) (b) (b - a) (a/b) (c) (b - auc 10/1/97 $ 192.1 $ 177.5 $ (14.6) 108.2% $ 19.4 (75.2)% 10/1/98 207.1 181.7 (25.4) 114.0 19.1 (132.8) 1011/99 225.8 188.5 (37.3) 119.8 19.3 (192.4) B. Retirement Svstem For Non -Civil Service EmDlovees i. Plan Descriotion The Retirement System for Non -Civil Service Employees is a Single Employer Defined Benefit �.. Pension Plan that covers all non -civil service employees of the City except for police and fire persons, as established by City Ordinance #88-2603. This Plan was established April 1, 1988 and covers 109 active employees and 137 retirees and beneficiaries, as of the last actuary report. r The Citys payroll for employees covered by the System for the year ended September 30, 2000 was $6,501,730 out of $74,601,724 total payroll cost of the City. 27 ffl CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2040 (Continued) Employee members of the System prior to October 18, 1992 vest after 5 years. Members are eligible to retire at age 50 with 5 years creditable service at a benefit of 4% for years earned prior to October 18, 1992, and 3% for years thereafter times the final average salary, to a maximum of 80%. New employee members of the System on or after October 18, 1992 vest after 10 years. Members are eligible to refire at age 60 with 10 years creditable service at a benefit of 3% of falai 3 years average salary times years of service to a maximum of 80%. These benefit provisions and all other requirements are established by City Ordinance. City employee members are required to contribute 10% of salary. Fundino Policv. Contributions Required and Contributions Made The Plan's funding policy provides for periodic employer contributions at actuarially determined rates that, expressed as percentages of annual covered payroll, are sufficient to accumulate sufficient assets to pay benefits when due. Level percentage of payroll employer contribution rates are determined using the entry age actuarial cost method. There is no unfunded actuarial accrued liability at October 1, 1999, as of the latest actuarial report. Significant actuarial assumptions used in the latest actuarial report Include: (a) investment return of 9.0%, net after administrative expenses; (b) 1983 Group Annuity Mortality Table for males and females (effective October 1, 1996); (c) for retirement, a probability of retirement based on age, once a member is eligible, to retire, is used (effective October 1, 1996); (d) _projected salary increases of 6.0% per year compounded annually; (e) cast of living increases of 1.5% per year compounded; and (f) projected inflation of 4% per year. The contribution made to the Plan during the year ended September 30, 2000 was $1,317;070 and was made in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 1998. The contribution was solely attributable to normal costs. For the year ended September 30, 2000, the City contributed $666,897 and employees contributed $650,173 which represents 11.0% and 10.7%, respectively, of covered payroll. Significant policies, basis of accounting include: (a) actuarial cost method is frozen entry age; (b) actuarial asset valuation method is 5 year smoothed market; (c) actuarial assumptions: (1) investment rate of return 9.0%; (2) projected salary increases 6.0%; (3) inflation at 4.0%; (4) amortization period is open; and (5) cost of living adjustment 1.5%. iii. Trend Information Trend information indicates the progress made in accumulating sufficient assets to pay benefds when due. An analysis of funding progress for the fiscal year ended September 30, 2000, for the Retirement System for Non -Civil Service Employees is as follows: Year Ended Seotember 30. 1997 1998 1999 Annual Required Contribution S 572,832 594,655 285,305 28 Percentage Contributed Mr it r r` CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) r - j iv. Funding Status and Progress The following schedule describes the funding progress for the Retirement System for Non -Civil r , Service Employees for the fiscal year ended September 30, 2000 (dollars in millions): Actuarial F- Actuarial Accrued UAAL As % Actuarial Value Liability (AAL) Unfunded AAL Funded Covered of Covered i Vacation of Assets - Entry Age (UAAL} Ratio (b (a/b) Payroll Payroll (c) rs Date (a) _ (b) - a) _(b - al/c j 10!1197 $ 59.0 $ 55.4 $ (3.7) 106.6% $ 6.5 (56.5)% 10!1!98 59.7 59.1 (0.5) 101.0 5.9 (10.2) 1011!99 67.9 62.6 (5.3) 108.5 6.1 (86.9) C. Retirement System for Police and Fire L Plan Descriotion The Retirement System for Fire Fighters and Police Officers are Single Employer Defined Benefit Pension Plans that cover substantially all Police and Fire persons of the City, as established by Chapter 23414, Laws of Florida, Special Acts of 1945 (as amended through November 2, 1999). The Plan covers 502 active employees and 423 retirees and beneficiaries. The City's payroll for employees covered by the System for the year ended September 30, 2000 was $36,953,010 out of a $74,601,724 total payroll cost for the City. t Employee members of the System prior to May 19, 1993 vest upon attaining 10 years of creditable service. Members are eligible to retire at age 50 at a benefit of 3% of final average salary for the first 15 years and 4% thereafter, based on the highest 2 years salary tines years of service to a maximum of 90% of average monthly salary. Employee members are required to contribute 10 percent of salary. New employee members on or after May 19, 1993 will receive the same benefit levels except that retirement age will be 55, and the maximum benefit will be 80% of average monthly salary based on the three highest paid years' salary. The benefit provisions and all other requirements are established by legal requirement. r ii. Funding Policy, Contributions Regl ired and Contributions Made k The City of Miami Beach, Florida, (the "Employer") is required to contribute an actuarially determined amount that, when combined with members' contributions, will fully provide for all r benefits as they became payable. Members of the Plan contribute 10% of their salary reduced by any amount contributed under the Base System. The contributions to the Base Plan for the year ended September 30, 2000, of $3,114,261 were r made in accordance with actuarially determined requirements computed through an actuarial valuation performed as of October 1, 1999. These contributions were made by the employees of the City and were 10% of current covered payroll. Significant actuarial assumptions used include: (a) investment return of 8.5%; (b) the cost method used is the frozen entry age; (c) the asset valuation method used is 5 -year phase-in of market; (d) projected salary increases of 4.53-10.17 % including 3.5% for inflation; and (e) cost of living r increases of 2.5% per year. It 29 t CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) Trend information indicates the progress made in accumulating sufficient assets to pay benefits when due. An analysis of funding progress for the fiscal year ended September 30, 2000, for the Retirement System for Fire Fighters and Police Officers is as follows: Year Ended September 30, 1998 1999 2000 iv. Funding Status and Proaress Annual Required Percentage Contribution Contributed $ 607,258 100% 2,364,392 100 0 0 The following schedule describes the funding progress for the Retirement System for Police and Fire for the fiscal year ended September 30, 2000 (dollars in millions): UAAL As % Unfunded AAL Funded Covered of Covered (URAL) Ratio Payroll Payroll (b - a) (a/b) (c) (b - ayc $ 0 100.0% $25.1 0% 0 100.0 27.9 0 0 100.0 29.3 0 The City offers all new non -civil service and civilian employees the option to participate in a defined contribution (401A) plan instead of the amended defined benefit plans, discussed previously, which took effect for new non -civil service employees on October 17, 1992 and on various dates for civilian employees. The two 401A plans which are available to choose from are: (1) Nationwide Retirement Solutions (formerly Public Employee's Benefits Services Corporation — PEBSCO), and (2) ICMA Retirement Corporation. The employee is required to contribute 10% of his salary and the City matches with 10%. The 401A plan of each employee is the immediate property of the employee and investment of these funds is directed by the employee amongst choices of investment vehicles offered by two plan administrators. For the fiscal year ended September 30, 2000, the City contributed $1,194,657 to employee 401A plans covering 364 employees. The City's contribution represents $11,946,567 of covered payroll out of $74,601,724 total payroll cost for the City. W;r-nI1;M?7-7j-e771= jti The City paid $2,422,100 for health, fife and dental insurance coverage for its 919 participating retirees and beneficiaries during the fiscal year ended September 30, 2000. Under City ordinances, retirees are entitled to 50% of the cost of health, life and dental insurance to be paid by the City. These expenditures are considered current costs and no provision for future funding has been made. 30 Actuarial Actuarial Accrued Actuarial Value Liability (AAL) Valuation Date of Assets (a)_ - Entry Age (b) 10/1/97 $205.6 $205.6 10/1/98 369.1 369.1 10/1/99 383.1 383.1 D. Defined Contribution Plan -401A UAAL As % Unfunded AAL Funded Covered of Covered (URAL) Ratio Payroll Payroll (b - a) (a/b) (c) (b - ayc $ 0 100.0% $25.1 0% 0 100.0 27.9 0 0 100.0 29.3 0 The City offers all new non -civil service and civilian employees the option to participate in a defined contribution (401A) plan instead of the amended defined benefit plans, discussed previously, which took effect for new non -civil service employees on October 17, 1992 and on various dates for civilian employees. The two 401A plans which are available to choose from are: (1) Nationwide Retirement Solutions (formerly Public Employee's Benefits Services Corporation — PEBSCO), and (2) ICMA Retirement Corporation. The employee is required to contribute 10% of his salary and the City matches with 10%. The 401A plan of each employee is the immediate property of the employee and investment of these funds is directed by the employee amongst choices of investment vehicles offered by two plan administrators. For the fiscal year ended September 30, 2000, the City contributed $1,194,657 to employee 401A plans covering 364 employees. The City's contribution represents $11,946,567 of covered payroll out of $74,601,724 total payroll cost for the City. W;r-nI1;M?7-7j-e771= jti The City paid $2,422,100 for health, fife and dental insurance coverage for its 919 participating retirees and beneficiaries during the fiscal year ended September 30, 2000. Under City ordinances, retirees are entitled to 50% of the cost of health, life and dental insurance to be paid by the City. These expenditures are considered current costs and no provision for future funding has been made. 30 I! F r E I r I t r t t F r r CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) F. Financial Statements Each of the Retirement Systems are audited separately. Complete financial statements can be obtained at the following offices: City of Miami Beach Retirement System for General Employees 1700 Convention Center Drive Miami Beach, Florida 33139 City of Miami Beach Retirement System for Non -Civil Service Employees 1700 Convention Center Drive Miami Beach, Florida 33139 6. Lona -Term Obligations A. General Lono-Term Obligations City of Miami Beach Retirement System for Police and Fire 605 Lincoln Road, Suite 400 Miami Beach, Florida 33139 The City had the following changes in the general Long -Term obligations account group for the year ended September 30, 2000: Indebtedness Balance Balance 10/1/99 Additions Reoavments 9/30/00 General Obligation Bonds $ 34,725,000 Special Obligation Bonds 206,640,000 Due to developer 11,189,740 Accrued compensated absences 8,637,306 Other obligations 3,956,059 $ 265.148.105 i. General Oblioation Bonds S 30,000,000 5 7,190,000 $ 57,535,000 5,880,000 200,760,000 1,275,000 9,914,740 1,556,327 996,557 9,197,076 333,320 3.622.739 � 31.556.327 $ 15.674.877 5 281.029.555 r' The General Obligation Bonds outstanding at September 30, 2000 consist of the following: , Bonds Year Final Original Outstanding Issue Name Interest Rates Issued M turi Issue 9130100 1 General Obligations 3.30-5.30 1992 2003 $ 54,360,000 $ 13,335,000 General Obligations 3.75-6.35 1987 2002 3,000,000 400,000 General Obligations 3.70-4.50 1997 2007 15,000,000 13,800,000 i 19858 Gulf Breeze Variable 2000 2013 15,910,000 15,910,000 1985E Gulf Breeze Variable 2000 2020 14.090,000 14.090.000 r' It Total General Obligation Bonds $1 2.360.0 0 $ 57.535.000 On October 1, 1997, the City issued $15,000,000 in General Obligation Bonds, Series 1996. The bonds will be repaid solely from ad valorem taxes assessed, levied and collected. They are registered transcripts, and insured. The bonds were issued to construct, renovate and rebuild I F parks and recreation facilities within the City's park system. 31 I. CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) In fiscal year 2000, the City executed two loan agreements with the City of Gulf Breeze, Florida, Local Government Loan Pool Program to borrow $30,000,000 on variate rite rotes. The Gulf Breeze VDRS Series 1985B, in the amount of $15,910,000, principal is to, be repaid in thirteen annual installments commencing December 1, 2001 with interest.paid semi-annuetiy. The Gulf Breeze VDRS Series 1985E, in the amount of $14,090,000,,principal is to be repaid in seven annual installments commencing December 1; 2014 with interest paid semi-annually. The funds from the loan will be used to expand, renovate and improve fire stations and related facilities; improve recreation and maintenance facilities for parks and beaches; and,.improve neighbodiood infrastructure and related facilities. ii. Soecial Obliaation Bond Summary "" � As of September 30, 2000, the outstanding principal of special obligation bond issues and repayment sources were as follows: Total Outstanding Issue Reoavment Source Principal 19% Resort Tax Revenue .� Refunding Bonds 2% Resort Tax $ 3,775,000 1985C Gulf Breeze VRDS AnnuatAppropriation 17,915,000 1994 Sunshine State VRDS Armual Appropriation 22,970,000 1994 Pension Obligation Bonds Annual Appropriation 50,085,000 1989 Tax Increment Revenue Bonds RDA Tax Increment Revenue 3,390,000 1993 Tax increment Revenue Bands RDA Tax Increment Revenue 22.250,000 1998 Tax Increment Revenue Bonds RDA Tax Increment Revenue , 42,840,000 1998 Tax Increment Revenue Bonds RDA Tax Increment Revenue 37.535.000 Total General Obligation Bonds 5200.7ti0Aa0 1 On July 1, 1998, the Miami Beach Aedevelopment Agency issued $29,105,000 (Series 1998A) and $9,135,000 (Series 1998B) in tax increment bonds. These bonds are secured by a lien on and pledge of the Pledged Funds, which include: (a) the Net Trust Fund Revenues received by the Agency from the Redevelopment Area; (b) the portion of the proceeds of the City's municipal resort tax levied and collected by the City and received by the Trustee; and (c) moneys and investments in the funds and accounts created under the resolution. The Series 1998A bonds were issued with interest rates of 6.7 percent to 7.0 percent payable semiannually on each June 1 and December 1, and wit mature serially through December 1, 2022. The Series 1998B bonds were issued with interest rates of 3.6 percent to 5.2 percent payable semiannually on each June 1 and December 1, and will mature serially through December 1, 2022, The bonds are subject to a trust indenture which requires that annual debt service requirements be fully funded upon -� receipt of Trust Fund Revenue and Supplemental Revenue, and that any shortage shy be funded based on the Supplemental Revenue Resolution. 32 r CITY -OF -MIAMI BEACH, FLORIDA NOTES. TO-101NANCIAL STATEMENTS SEPTE#i18EiR 30, 2000 (Continued) �` : ' 'rii. Due to Deyelooer . i Arnouht classified as "due to developer" represents the fair value of the cost that the Agency is legally required to perform based on a settlement agreement. The settlement agreement calls for specific performance by the Agency, which includes, but not limited to, the following: r a..Pnsvide an additional 485 parking spaces for both the south and north parcels of the property. 'r In addition, provide for laundry and bathroom facilities on the north parcel of the property; ti b. Responsible for the seawall along the property; j c. Release a utility easement in favor of the City across the "Diamond C Parcel"; d. Remove a, pump station on the north parcel of the property; and e. Provide for the Washington Avenue extension. t As of September 30, 2000, the estimated cost of such performance as per the settlement agreement was approximately $9,914,740. iv. Other Oblj"ions On June 23, 1999, the City issued a Non -ad Valorem Revenue Note, Series 1999, to Florida Power & Light Company ("FPL") in the amount of $3,610,739 with an annual ingest rate not to exceed 4.75 percent. The note is for a ten year period and interest and principal payments of $248,857 are due on the first day of June and December of each year until June 1, 2009. The City issued the note to finance a contribution to aid construction of an underground electric transmission line within the City limits. The aggregate maturities of long-term obligation under this note are as follows: Year Ending Long -tens September. 30 Obligation 2001 $ 330,078 2002 345,943 2003 362,571 2004 379,997 2005 398,261 (" if 2006 and thereafter 1.793.889 3. .739 I I 33 F CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30,2000 (Condnued) v. On March 24, 1999, the City issued a Subordinate Resort Tax Revenue Note, Series 1999, to a financial institution in the amount of $1,294,000 to be used as a line of credit, with an annual interest rate of 4.6%. The note is for a five year period and will be repaid by using one twelfth of the addition 1% Resort Tax revenue. Principal payments are due the first day of December of each year, commencing on December 1, 1999 and ending on December 1, 2003, in the amount of 20% of outstanding principal amount interest payments on the outstanding principal balance are due semiannually, which commenced on June 1, 1999. The City may draw from the $1,294,000 in increments of $25,000, with a minimum of $100,000 per draw in order to finance a public area beautification project. As of September 30, 2000, the City was indebted for $12,000. B. Debt Service Reouirements to Maturitv The annual requirements to amortize all General Long-Terrn Obligations excluding accrued compensated absences, developer and bans for capital improvements outstanding at September 30, 2000 including interest payments of $157,091,039 are as follows: General LM -Term Obligation¢ Year Ending General Special September, 30 Oblioations Obiioations Total 2001 $ 9,311,392 $ 17,602,928 $ 26,914,320 2002 9,742,435 17,600,154 27,342,589 2003 9,518,801 17,714,529 27,233,330 2004 7,366,814 17295,896 24,662,710 2005 5,498,258 17,076,656 22,574,914 2006-2010 13,448,994 78,109,050 91,558,044 2011-2015 12,313,607 75,304,170 87,617,777 2016-2020 12,204,562 64,740,619 76,945,181 2021-2023 2.428.440 28,108.733 30.537.173 Principal & Interest 81.833,303 333,552,735 415,386,038 Less: interest 24.298.303 132,792.735 1 §7.091.034 Principal Only The debt omit of the City is specified in the City's Charter as 15% of the assessed taxable valuation (excluding Tax Increment Revenue Bonds): Taxable assessed valuation Percentage applicable Debt limit General Obligation Bonds outstanding at September 30, 2000 Legal debt margin 34 $ 7,546,303,358 15% 1,131,945,504 ,r,_t57.535.DDO) 1.074 410.504 F I r 4 F F r I F F DIT-�,Y IO.�M B EACO,' FLORIDA NOTES xO-fIFfANC1A7.TA7EfY1ENTS �...-, ."s BER'2000yCantiriied) daft Fbfi outstand g ear ng,'n . Fund hadithe_ following changes in its current and Long -Term debt for Ute y ended September 30 2000: Balance .: : Debt Balance; 10 p6ss 10/1/99 ` Re 'an id adbW Special Obligation Bonds S29-320-00 S 735.000 $ 28:585.000 Parking Revenue Fund indebtedness at September 30, 2000, is comprised of the_fopowing issued ,-' indebtedness. $10,795,000 1996 Special Obligation Refunding Bonds due in annual installments through 2009: interest at 3.2% and 5.0% S 7.685.000 $21,000,000 1997 Special Obligation Bonds due in annual installments through 2022:.interest at 4.00% - 5.125% S'20.900.000 The aggregate maturities -of Long -Term Debt as of September 30, 2000, are as follows: Year Ending 2001 2002. 2003 2004 . 2005 2006-2016 2011-2015- 2016-20 20 011-20152016-2020 2021-2022 Less: Unamortized Bond Discount Princioal S -- 765,000 800,000 "830,000 870,000 905,000 5;220,000 6,650,000 8,505,000 4.040.000 28.585.000 843.027 S 27.741.973 LR 11,• $ 1,412,526 $ 2,177,526 1,380,962 2,180,962 1,346,871 - .. 2,176,871 1,310,296 2,180,296 1,271,086 2,176,086 5,670,966. 10,890,966 4,244,157 10,894,157 2,386,456 313"138 9.336.458 - 9.336.458 10,891,456 4.353.138 47.921.458 843.027 S 47.078.431 I CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) 1 The City is obligated under capital leases for parking meters, whose leases expire on December 18, 2003, February 12, 2004, February 18, 2004, and August 25, 2004, respectively. At September 30, 2000, the grass amount of parking meters and related accumulated amortization recorded under capital leases are $2,560,169 and $513,034, respectively. Amortization of these assets held under capital leases is included with depreciation_ expense. Year Ending ,September 30 Capital Leases 2001 $ 629,751 2002 582,750 2003 582,750 "1 2004 244.340 1 Total minimum lease payments 2,039,591 I Less: amount representing interest 174.013 Present value of net minimum '1 capital lease payments S1.865,578 ii. Water and Sewer Fund The Water & Sewer Fund issued $59,060,000 in Water and Sewer Revenue Bonds, Series 1995, on June 8, 1995. The bonds will be repaid solely from pledged revenues of the Water and Sewer system. They are registered transcripts and insured. The bonds were issued to construct various improvements and extensus to the Water and Sewer utility. Indebtedness of the Water and Sewer Fund at September 30, 2000 is as follows: $59,060,000 1995 Revenue Bonds Due in annual installments through 2015: Interest at 4.20% - 5.40% S49,115, The Water & Sewer Fund issued $54,310,000 in Water and Sewer Revenue Bonds, Series 2000, ..� on September 1, 2000. The bonds will be repaid solely from pledged revenues of the Water and Sewer system. They are registered transcripts and insured. The bonds were issued to construct various improvements and extensus to the Water and Sewer unity. Indebtedness of the Water and Sewer Fund at September 30, 2000 is as follows: $54,310,000 2000 Revenue Bonds Due in annual installments through 2030: Interest at 5.00% - 5.75% x.310.000 I 36 CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL. STATEMENTS t- SEPTEMBER 30, 2000 (Continued) The aggregate maturities of Long-term debt as of September 30, 2000 are as follows: r Year Ending Princioal Bonded Debt interest Total September 30 2001 $ 2.265,000 $ 5,652.704 $ 7,917,704 {^� 2002 2,370,000 5,416.697 7,786,697 + 2003 2.480,000 5.304,123 7.784,123 2004 2,605,000 5,183222 7.768.222 2005 2,735,000 5,052,973 7,767,973 2006-2010 15,955.000 22.979,663 38,934,663 ( 2011-2015 20.705,000 18,220.469 38,925.469 2016-2020 13,480.000 13.341,400 26,821,400 �., 2021-2025 17,660.000 9.165,837 26,825,837 ( t 2026-2030 23.170.000 103.425.000 3.658.275 X3.975.363 26.828.275 Less: Unamonized Bond Discount: 1.497.049 —191,011M 1.497.049 �- SIQ7.927.951 593.975.363 1195.903.314 7. Interfund Payables and Receivables (^ Interfund payables and receivables at September 30, 2000 are as follows: EuW Receivables Payables General Fund Special Revenue Funds: $ 2438.267 S 5.146 t Resort Tax Revenue 340,198 1,398.532 Community Development Block Grants 8,110 298,466 Special Districts and Services 670,000 Miami Beach Redevelopment Agency 44.665 340,196 Warehouse Operations Fund 90•000 Other Special Revenue _ 20A66 1QLM Total Special Revenue Funds 413A —ZSD2486 Enterprise Funds: Water S Sewer 90.000 (.. Redevelopment Agency - Leasing 44-665 44.865 1 Total Enterprise Funds 90.000 Internal Service Funds: Property Management 15 Central Services 133 tt Self insurance 10,149 Communications 274 Total Internal Service Funds 10-571 Total Receivables and Payables X2.952.297 12mulq? F F F 37 r —e CITY OF MIAMI BEACN, FLORIDA NOTES TO:FINA�t1CiA STATEMENTS SEPTEMBER 30;t200t).�Gontir►uad} , 8. Operating Transfers During the yaer operating transfers were made between the. governmental and proprietary fund types. They were as follows: Transfers Transfers _ it) _- Out Governmental Funds $36,161,780 '$35,147,883 Proprietary Funds 351.542 1,395.439 ,.. Total Operating Transfers $36,543,3221--1 $36.543.322 9. Tenant Leases A. Shop Leases . 1 `The Miami Beach Redevelopment Agency serves as the lessor for tenants leasingvarious retail facilities. The tenant leases are considered operating leases which expire at various dates through fiscal year 2014. Future minimum lease receivables under: the operating leases at September 30, r„ 2000, are as follows: Operating Sintember 30 Leases 2001 $ 610,113 2002'-610,113 2003 625,998 ... _. 2004. .631,293 2005 and thereafter _ 4.966.377 $ 7.443.MM B. Ground Lease The Miemi'Beach Redevelopment Agency is the lessor in an agreement with a developrrrentZornpany ^� _ in which the Miami Beach Redevelopment Agency leases the.iand..on which the,Loews-Hotel is located. The lease is an operating lease which commenced on December 24, 1998, and expires -on December 24, 2098. Future minimum lease receivables under the operating leases at September 30, 2000, are as follows: j Operating ! September 30 Leases 2001 $ 500,000 2002 500,000 2003 500,000 2004 500,000 2005 and thereafter 47.000.000 $49.000.000 10. Fund Eauitv A. Reservations/Designations of Fund Balance include the following: i. Reserve for Inventories -This amount Is equal to the amount of inventory shown in assets: 39 ,.� I CITY OF MIAMI BEACH, FLORIDA �-- NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) r ii. Reserve for Employees' Pension Benefits -This is the amount of the equity in the pension system that is to be used only for retiree benefits; �— iii. Reserve for Debt Service - This is the amount of fund equity in the Debt Service Funds which is set aside solely for the repayment of outstanding debt; iv. Reserve for Prepaid - This represents an expenditure for a portion of a lease attributable to periods subsequent to September 30, 2000; Y. Reserve for Encumbrances - This is an amount equal to the outstanding purchase orders for goods and services at year end; l vi. Reserve for Capital Improvements - This amount is the funds appropriated to capital projects or restricted to that use by City ordinance; vii. Reserve for Notes Receivable - This amount is equal to the amount of notes receivable shown in assets that will not be collected in the current perms; and viii. Designated for Contingencies - This is the amount of fund equity in the general fund which is set aside solely for emergencies. r^ B. Reservation of Retained Eaminas includes the following item• Reserved Per Revenue Bond Indentures - The required debt service sinking fund and reserve accounts held by a Trustee or by the City in accordance with requirements of the bond issue, are '— reserved in the Parking Revenue and Water and Sewer Funds. 11. $nment Information for Enterorise Funds The City maintains five Enterprise Funds and the Agency maintains two Enterprise Funds which provide services for storm water, water and sewer, sanitation, parking, retail leasing, as well as a convention center. Segment information for the individual funds as of and for the year ended September 30, 2000 is r., as follows: I I I I 11 39 oi 01 Rs F O to yC (»y ... go y 7 dp t+rt} O O O N N pl Fp! F♦S r �Q(}y � ! • LL R1166' .r. r N N r �7 rCi J a ' p � y� � ^ 1i♦Y m LL O aJ 1� m MN A � vi ci VY V » r 'YG Y1 9 ONi A7 R tai Vw 9 V pp r I- IN N O p .IQ L N Q t'? _ r CA LL N r N +� �R » 14 co N ED ClO O W H n sLL v,g Rco VS A'i O N Ifi r z ^�O OplLL 1+ . ye . �R, r r 1'9 ♦ f ... N, py'. .. p tg tC � •" � . m � OI 1D ♦ r N r N f r 1f1 a cog 44 s I CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) r I 41 12. Individual Fund Deficits in Fund BalancelRetained Earnings r The following funds had a deficit at September 30, 2000 in fund balance/retained earnings: i A. Special Districts and Services Fund - This fund had a deficit fund balance of $663,077. Management estimates that this deficit will be eliminated over the next two fiscal years by r- increased funding: ` B. Warehouse Operations Fund - This fund had a deficit fund balance of $20,178. This deficit will be eliminated in the next fiscal year by decreasing expenditures; and r C. Self-insurance Fund - This fund had a deficit balance of $2,992,743. Management estimates that this deficit will be eliminated over the next three fiscal years by increased funding. 13. Significant Commitments and Conting2ncieS A. The City, in the normal course of operations, is a party to various other actions in which plaintiffs r have alleged certain damages. In all cases, management does not believe the disposition of these matters will materially affect the financial position of the City. B. The City participates in a number of Federal and State assisted grant programs which are subject r to financial and compliance audits. Audits for these programs are to be conducted at a future date, and the City expects the amount, if any, of the expenditures which may be disallowed by the granting agency to be immaterial. rC. At September 30, 2000, the City had in process various uncompleted construction projects with remaining balances totaling $79,016,741. l.- D. The Agency has committed io provide the developers of two hotels certain incentives. The Request for Proposal originally called for a $60 million incentive for which $10 million was designated for the development of a hotel which requires African American majority ownership. The Agency issued $108 million in bonds of which $96 million has been spent for land acquired for both hotels, related !" hotel agreement negotiations, and construction of an 800 space parking facility for the hotels. The remaining $12 million will be used to construct a boardwalk, sidewalk and streetscape improvements, the acquisition of property for development and construction of a cultural center facility. This commitment is in addition to the incentive to oe provided to the developers. i� i E. The City believes it is in compliance with all material terms of bond indenture agreements, contracts, and federal, state and local laws and regulations. 14. Reconciliatign of Contributed Capital Internal Enterprise Service Beginning Contributed Capital $171,686,738 $ 7,532,481 Additions 8,399,819 1,991,406 r. Reductions 2.965.845 2.497.074 Ending Contributed Capital $177.120.712 $ 7.026.813 I 41 01 - CITY OF MIAMI BEACH, FLORIDA NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Continued) 15. Subseauent Event On October 27, 2000, the City issued $52,170,000 in Stormwater Revenue Bonds, Series 2000. These bonds were issued to provide funds to construct certain improvements to the Stormwater Utility. 42 F " OFFICIAL RECORDS ' 1of43 BK 1929 PG 1363 FILE # 200132567 RCD: Aug 13 2001 @ 09:55AM SANTA ROSA COUNTY, FL Mary M Johnson, Clerk LOAN AGREEMENT dated as of August 1, 2001 Among CITY OF GULF BREEZE, FLORIDA (the "Sponsor") and SUNTRUST BANK, ORLANDO, FLORIDA (the nrustee") and CITY OF MIAMI BEACH, FLORIDA (the "Governmental Unit") relating to: 2001B LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, SERIES 1985B Prenared by and return to: Richard I. Lott, Esq. Miller, Canfield, Paddock and Stone, PLC 25 West Cedar Street, Suite 500 Pensacola, Florida 32501 MCI. -07/23/01 Rev -07/27/01 Rev -07/27/01-0-6480-1a-200113 refunding good money 4- m �. 11Lb UA. co I9896PG2563 A jf LOAN AGREEMENT iLo dated as of August 1. 2001 G Among CITY OF GULF BREEZE, FLORIDA (the "Sponsor") l and ('- SUNTRUST SANK, ORLANDO, FLORIDA (the "Trustee") Fand r CITY OF MIAMI BEACH, FLORIDA (the "Govemmental Unit") relating to: 2001B LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, SERIES 19$5B t FT -100b T, L0 , ftO . 2 45- W. CVA)L �2 . MCL --07/23/01 Rev -07/27/01 {� Rev -07/27/01 -M -6480 -la -2001B refunding good money -I- W r A jf LOAN AGREEMENT iLo dated as of August 1. 2001 G Among CITY OF GULF BREEZE, FLORIDA (the "Sponsor") l and ('- SUNTRUST SANK, ORLANDO, FLORIDA (the "Trustee") Fand r CITY OF MIAMI BEACH, FLORIDA (the "Govemmental Unit") relating to: 2001B LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, SERIES 19$5B t FT -100b T, L0 , ftO . 2 45- W. CVA)L �2 . MCL --07/23/01 Rev -07/27/01 {� Rev -07/27/01 -M -6480 -la -2001B refunding good money -I- F ` TABLE OF CONTENTS ^ LOCAL GOVERNMENT LOAN PROGRAM, SERIES 1985B....................................................................I FSECTION 6.7 AMENDMENTS . ........................................................................................................................... 2ts MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money -i- ARTICLEI.................................................................................................................................................................1 SECTION1.1 BACKGROUND..............................................................................................................................1 SECTION 1.2 REPRESENTATIONS OF THE GOVERNMENTAL UNIT................................................................3 SECTION 1.3 SPONSOR REPRESENTATIONS AND COVENANTS......................................................................4 SECTION 1.4 ADMINISTRATOR REPRESENTATIONS.........................................................................................5 SECTION 1.5 TRUSTEE REPRESENTATIONS.....................................................................................................6 ARTICLEII................................................................................................................................................................7 SECTION2.1 DEFINITIONS................................................................................................................................7 ARTICLEIII............................................................................................................................................................10 (" SECTION 3.1 MAKING OF LOAN; APPLICATION OF LOAN PROCEEDS........................................................10 f SECTION 3.2 DISBURSEMENT OF LOAN; SECURITY INTEREST IN UNDISBURSED PROCEEDS ................ 10 SECTION3.3 REPAYMENT OF LOAN...............................................................................................................11 SECTION3.4 PREPAYMENT OF LOAN.............................................................................................................13 SECTION3.5 RESERVE BONDS.......................................................................................................................14 SECTION 3.6 SPECIAL OBLIGATION OF GOVERNMENTAL UNIT TO PAY PRINCIPAL AND INTEREST AND ADDITIONALLOAN CHARGES...................................................................................................15 !' SECTION 3.7 BENEFIT OF BONDHOLDERS AND ENHANCEMENT PROVIDER; COOPERATION BETWEEN {l PARTIES......................................................................................................................................17 SECTION 3.8 TAX EXEMPTION; BONDS NOT TO BECOME ARBITRAGE BONDS........................................18 SECTION 3.9 ASSIGNMENT OF SPONSOR'S RIGHTS.....................................................................................18 r SECTION 3.10 COVENANT REGARDING PLEDGED FUNDS; REVENUE FUND; SINKING FUND ................... 18 SECTION 3.11 ALTERNATE SECURITY FOR GOVERNMENTAL UNIT NOTE....................................................19 SECTION 3.12 INTERLOCAL AGREEMENT.........................................................................................................20 ARTICLEIV............................................................................................................................................................21 SECTION 4.1 REPORTS AND OPINIONS; INSPECTIONS.................................................................................21 SECTION 4.2 SECTION 4.3 IMMUNITY OF SPONSOR............................................................................................................22 COMPLIANCE WITH LAWS.........................................................................................................22 SECTION4.4 RESERVED.................................................................................................................................22 SECTION4.5 RESERVED.................................................................................................................................22 ARTICLEV..............................................................................................................................................................23 SECTION 5.1 EVENTS OF DEFAULT...............................................................................................................23 SECTION5.2 NO ACCELERATION....................................................................................................................24 SECTION 5.3 PAYMENT OF LOAN ON DEFAULT; SUIT THEREFOR.............................................................24 SECTION5.4 OTHER REMEDIES.....................................................................................................................25 SECTION5.5 CUMULATIVE RIGHTS................................................................................................................26 SECTION 5.6 DISCONTINUANCE OF PROCEEDINGS......................................................................................26 SECTION5.7 NOTICE OF DEFAULT................................................................................................................26 ARTICLEVI....................................................................................................................................»...................... 27 SECTION 6.1 LIMITATION OF LIABILITY..........................................................................................................27 SECTION 6.2 NO PERSONAL RECOURSE........................................................................................................27 ECTION 6.3 SECTION 6.4 S NOTICES.....................................................................................................................................27 ILLEGAL OR INVALID PROVISIONS DISREGARDED.................................................................28 SECTION6.5 APPLICABLE LAW.......................................................................................................................28 SECTION6.6 ASSIGNMENTS............................................................................................................................28 FSECTION 6.7 AMENDMENTS . ........................................................................................................................... 2ts MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money -i- EXHIBITA..............................................................................................................................................................36 i F F F F F F F F F SCHEDULE"I"......................................................................................................................................................41 MCL --07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money -I1- SECTION6.8 TERM OF AGREEMENT.............................................................................................................29 SECTION 6.9 HEADINGS..................................................................................................................................29 r" SECTION 6.10 NOTICE OF EXPECTATION OF OBLIGATION TO MAKE CERTAIN PAYMENTS .........................29 SECTION 6.11 ENTIRE AGREEMENT.................................................................................................................29 SECTION 6.12 LIMITATION OF INVESTMENT EARNINGS CREDIT....................................................................29 EXHIBITA..............................................................................................................................................................36 i F F F F F F F F F SCHEDULE"I"......................................................................................................................................................41 MCL --07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money -I1- F LOAN AGREEMENT This LOAN AGREEMENT, dated as of August 1, 2001, between SUNTRUST BANK, ORLANDO, FLORIDA, as Trustee (the "Trustee") for the holders of the Bonds r (as defined herein), the CITY OF GULF BREEZE, FLORIDA (the "Sponsor") acting by and through Lane Gilchrist, Mayor, as Administrator (the "Administrator") and the CITY OF MIAMI BEACH, FLORIDA (the "Governmental Unit"), a municipal r corporation duly organized and duly existing under the laws of the State of Florida, witnesseth as follows: FARTICLE I BACKGROUND AND REPRESENTATIONS �- SECTION 1.1 BACKGROUND. I (a) The Sponsor, a municipal corporation of the State of Florida, as issuer of the Bonds hereinafter referred to, is authorized to exercise those powers conferred by r Chapters 166 and 163, Florida Statutes, as amended. (b) The Sponsor has issued $100,000,000 aggregate principal amount of its Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985B I (the "Bonds") the proceeds of which are to be used for the purpose of financing and refinancing the cost of the acquisition and installation by "Governmental Units", as hereinafter defined, of qualified Projects as described in the Indenture mentioned r hereafter (the "Program"). The Bonds are issued under and are secured by the Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture") between the Sponsor and the (' Trustee. ` (c) Pursuant to the Indenture, the Sponsor has caused the net proceeds of r- the Bonds to be deposited with the Trustee, to be used to make Loans to Governmental Units for the financing or refinancing of the Projects. ,- (d) Under the Indenture, the Sponsor has pledged, for the security and repayment of the Bonds, inter alia, the amounts to be received in repayment of the Loans, in the manner set forth in the Indenture. r (e) For the additional security for the payment of the principal of the Bonds, the Sponsor has caused to be delivered to the Trustee a Bond Insurance Policy (the "Credit Facility") initially issued by Financial Guaranty Insurance Company (which, rtogether with any issuer of a substitute Credit Facility, is referred to as the "Credit Facility Issuer") pursuant to which it has agreed to make available funds for the timely payment of the principal and interest on the Bonds (the Credit Facility and any substitute Credit Facility as defined in the Indenture hereinafter referred to as the "Credit Facility"). MCI -07/23/01 C Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money -1- I F (f) For the purpose of providing the Bond Registrar and Paying Agent (as defined in the Indenture) with funds for the purchase at the principal amount thereof plus accrued interest on Bonds tendered to it for payment pursuant to the Indenture, and not remarketed in accordance with the provisions thereof, the Sponsor has entered into a Standby Bond Purchase and Revolving Credit Agreement dated as of December 1, 1991, with Credit Locale de France, New York Agency (the "Liquidity Facility Issuer") and the Trustee, pursuant to which the Liquidity Facility Issuer will agree to purchase Bonds at the principal amount thereof (up to the aggregate principal amount of Bonds outstanding), together with accrued interest, to the extent that moneys are not otherwise available therefor under the terms of the Indenture. (g) The Governmental Unit currently has a variable interest rate loan outstanding in the principal amount of $22,970,000 from the Sunshine State Governmental Financing Commission (the "Sunshine State Loan") (as of June 1, r 2001). A portion of the Sunshine State Loan will be currently refunded with proceeds from the Governmental Unit Note (the "Refunded Bonds"). (h) The Administrator has approved the Loan (as hereinafter defined) and has approved a commitment (the "Commitment") to make a loan in the amount of $2,200,000 (the "Loan") for the purposes of refunding the Refunded Bonds (the "Refunding Program") and paying the costs associated therewith, which shall hereinafter be referred to collectively as the "Financing Program." (f) As evidence of the Loan made pursuant to this Loan Agreement, the ! Governmental Unit will execute and deliver a fixed rate note in the principal amount of the Loan in the form attached hereto as Exhibit "A" (the "Governmental Unit Note"). As security for the Bonds, the Sponsor is assigning to the Trustee all its right, title and interest in the Governmental Unit Note and this Loan Agreement (except for the rights reserved by the Sponsor as described in Section 3.9 hereof). Pursuant to the �- Indenture, the Governmental Unit Note and this Loan Agreement may be assigned by the Trustee to the Credit Facility Issuer under the circumstances set forth therein. �- 0) The amount of Bonds required by the Indenture to be converted to the Fixed Rate Mode has been converted (the "Converted Bonds") to a Fixed Rate Mode for Fixed Rate Periods as required by the Indenture. (k) Simultaneously with the funding of the Loan, the Governmental Unit will also enter into Loan Agreements with the Sponsor and the Trustee for loans of an r additional $5,000,000 (the "2001E1 Loan"), an additional $10,000,000 (the "2001E2 Loan)" and an additional $7,500,000 (the "2001E3 Loan," and together with the 2001E1 Loan and the 2001E2 Loan, the "2001E Parity Loans") from the proceeds of the Sponsor's $100,000,000 Floating Rate Demand Revenue Bonds, Series 1985E, and I Loan Agreements with the Sponsor and the Trustee for loans of an additional $7,755,000 (the "2001C1 Loan"), an additional $9,390,000 (the "2001C2 Loan") and an additional $5,300,000 (the "2001C3 Loan," and together with the 2001C1 Loan and !' the 2001C2 Loan, the "2001C Parity Loans") from the proceeds of the Sponsor's $100,000,000 Floating Rate Demand Revenue Bonds, Series 1985C. r MCL -07/23/01 Rev-07/27/01 F Rev -07/27/01 -0 -6480 -1a -2001B refunding good money -2- F C (1) The proceeds of the Loan shall be applied as provided herein to accomplish the Financing Program. Ir SECTION 1.2 REPRESENTATIONS OF THE GOVERNMENTAL UNIT. (a) The Governmental Unit is a municipal corporation of the State of Florida, with full power and legal right to enter into this Loan Agreement and perform its obligations hereunder, and to finance the Financing Program in the manner contemplated herein. The Governmental Unit's actions in making and performing this Loan Agreement have been duly authorized by all necessary official action and will not violate or conflict with any applicable provision of the Constitution, or law of the State of Florida or with any ordinance, governmental rule or regulation, or with any r- agreement, instrument or other document by which the Governmental Unit or its funds or properties are bound. (b) The amount of the Loan, plus anticipated investment earnings thereon, does not exceed the "Cost" of the Financing Program. (c) The proceeds of the Loan will be applied to pay the cost of the Financing Program. Following expenditure of the Loan proceeds, the Governmental Unit will certify to the Administrator as to the use of such proceeds. r (d) Immediately after the execution hereof, no bent of Default (as defined in I this Loan Agreement) shall exist hereunder nor shall there exist any condition which with lapse of time, the giving of notice, or both, would constitute such an Event of Default. (e) The Governmental Unit is duly authorized and empowered to issue the Governmental Unit Note, all payments in respect of which, are a valid and enforceable special and limited obligation of the Governmental Unit, payable solely from the Non - Ad Valorem Revenues in the manner hereinafter provided. The Governmental Unit is r- further authorized to pledge the sources hereinafter mentioned to the repayment thereof in the manner hereinafter provided, and to apply the proceeds thereof to the payment of the Costs of the Financing Program. The Governmental Unit Note is being r. issued pursuant to the Authorizing Resolution herein defined and the Constitution and laws of the State of Florida, including, without limitation, Chapter 166, Florida Statutes, as amended and the City of Miami Beach Charter, as amended. (I) On June 27, 2001, the Governmental Unit duly adopted Resolution 2001-24500 (the "Authorizing Resolution"), authorizing the Loan, this Loan Agreement and the Governmental Unit Note. The terms and provisions of the Authorizing Resolution are hereby incorporated by reference. (g) The Governmental Unit has not entered into any arrangement, formal or !" informal, to purchase any Bonds in an amount related to the Loan, and will not hereafter enter into any such arrangement or authorize any related person to the Governmental Unit to enter into any such arrangement. r MCL•07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -is -2001B refunding good money -3- F 1 (h) The Governmental Unit is in compliance with all covenants and r undertakings in connection with the Refunded Bonds. r (i) The projects to be refinanced with the proceeds of the Loan (collectively, the "Project") shall be owned and operated by the Governmental Unit (subject only to r lease or management agreements permitted in accordance with the Governmental Unit's Non -Arbitrage Certificate executed on the date of the Closing of the Loan). In addition, any portion of the Project may also be disposed of by the Governmental Unit r' in its ordinary course of business, but only upon compliance with all requirements of Florida law in connection therewith and receipt by the Trustee of a Favorable Opinion of Bond Counsel. Any disposition of any portion of the Project will either comply with r' the requirements of Section 163.380, Florida Statutes, or be disposed of at fair market value. The proceeds of any such disposition will be promptly applied either to prepay the Loan in accordance with the requirements of Section 3.4 hereof, or for deposit in the Loan Proceeds Fund (as hereinafter defined) to pay for other Costs of the Project or of other projects as may be approved by Bond Counsel to the Sponsor. �. 0) The Pledged Funds are not pledged or encumbered in any manner, except as provided in this Loan Agreement. The Governmental Unit is, and will be, immediately following the Closing of the Loan hereunder, in full compliance with all (, restrictions and covenants and agreements under which it may be obligated, affecting its right and ability to incur the obligation to pay the principal and interest on the r Governmental Unit Note and the Additional Loan Charges from the Non -Ad Valorem t� Revenues, and to secure the same, all in the manner provided herein. (k) The Governmental Unit is issuing the Governmental Unit Note for the purpose of financing the Financing Program. I (1) All acts, conditions and things required to happen, exist and be performed, precedent to and in the issuance of the Governmental Unit Note and this Loan Agreement, have happened, exist, and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida applicable thereto; the total indebtedness of the Governmental Unit, including the Governmental r- Unit Note and this Loan Agreement, does not exceed any constitutional, statutory or charter limitation. The obligation of the Governmental Unit to pay the principal of and interest on the Governmental Unit Note and this Loan and any Additional Loan Charges is a special, limited obligation of the Governmental Unit, payable solely from the Non -Ad Valorem Revenues as herein provided. (m) The Governmental Unit has received an opinion of Special Tax Counsel from Ritter, Eichner and Norris to the effect that the Loan will not adversely affect the tax-exempt status of the Bonds, and has relied upon such opinion in making the representations contained herein regarding such matter. SECTION 1.3 SPONSOR REPRESENTATIONS AND COVENANTS. r (a) The Sponsor hereby represents: k MCI,07/23/01 Rev -07/27/01 Rev -07/27/01 -0 -6480 -1a -2001B refunding good money -4- F ` (i) The Sponsor is a municipal corporation of the State of Florida duly existing with full power and authority to issue the Bonds and to enter into this Loan Agreement and to make the Loan herein contemplated. r (ii) By proper action the Sponsor has duly authorized the issuance and sale of the Bonds and the execution and delivery of this Loan Agreement. In accordance with the Indenture, the Sponsor has appointed the Administrator to execute, undertake and perform the Sponsor's duties hereunder; and all actions taken by the Administrator on behalf of the Sponsor pursuant to such appointment shall be deemed to be the action of the Sponsor. r- (iii) The Sponsor is not in default under any provision of the Indenture, and no "Event of Default" as defined therein, or event which, with the passage of time or the giving of notice or both would constitute an Event of Default, r- has occurred and is continuing. (iv) The Sponsor has received no notification of any investigation r concerning the determination of taxability of interest on the Bonds and has no basis to believe that any such investigation will be initiated or that any such determination could be made. r (v) This Loan Agreement, the Governmental Unit Note and the Loan do not conflict with or violate the Indenture and will not violate or conflict with any applicable provision of the Constitution or law of the State of Florida, with any ordinance, governmental rule or regulation, or with any agreement, instrument or other document, by which the Sponsor or its funds or properties are bound, and all action necessary or required by the Indenture precedent to the execution and delivery r- of this Loan Agreement and the performance thereof, by the Sponsor, have been completed. 4.- (vi) The Sponsor is not aware of any facts or circumstances that would make it likely that any substantial portion of the Bonds would be put to the Liquidity Facility Issuer for payment. (vii) The Sponsor will make no other Loans funded with proceeds of the ` Bonds without obtaining a Favorable Opinion of Bond Counsel. r (viii) There are no Increased Costs outstanding as of the date hereof. ( (ix) There are currently no outstanding Non -Asset Bonds. (b) The Sponsor covenants to require all Governmental Units to whom Loans are hereafter made to become liable for a Pro -Rata Share of the Non -Asset Bonds and r' Costs and Expenses of the Program then outstanding or thereafter arising. r , SECTION 1.4 ADMINISTRATOR REPRESENTATIONS. rThe Administrator represents that he has duly authorized the execution and delivery of this Loan Agreement. In accordance with the Indenture, the Sponsor has appointed the Administrator to execute, undertake and perform the Sponsor's duties MCL07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money -G- F hereunder either personally or through Government Credit Corporation, as Independent Contractor, and all actions taken by the Administrator or the Independent Contractor on behalf of the Sponsor pursuant to such appointment shall be deemed to be the action of the Sponsor. r SECTION 1.5 TRUSTEE REPRESENTATIONS. The Trustee represents that it is a state bank organized under the laws of Georgia duly existing, and with full power and authority to enter into this Loan Agreement and perform its obligations hereunder on behalf of the holders of the Bonds. By proper action the Trustee has duly authorized the execution and delivery of r- this Loan Agreement and the Indenture. F I F F F 1 11 F I t MC1,07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money -6- F FARTICLE II FDEFINITIONS SECTION 2.1 DEFINITIONS. t t The capitalized terms used in this Loan Agreement .which are defined in the Indenture and in the Authorizing Resolution and not in this Loan Agreement, shall have the meanings assigned thereto in the Indenture and in the Authorizing Resolution, unless the context hereof expressly requires otherwise. In addition, the r' following terms shall have the meanings defined as follows: "Additional Loan Charges" shall mean all amounts payable by the Governmental Unit hereunder or under the Governmental Unit Note other than amounts which constitute principal or interest on the Loan, including, without limitation, the Reserve Payments and Costs and Expenses of the Program, as provided in Section 3.3(c) hereof. "Administrative Expenses" shall mean the portion of the Costs and Expenses of the Program allocable to the fees of the Administrator, the Independent Contractor and the Issuer. "Bonds" shall mean the Sponsor's Local Government Loan Program Floating (� Rate Demand Revenue Bonds, Series 1985B. l "City" means the Governmental Unit. "Commitment" means the commitment of the Administrator as defined and described in Section 1.1 hereof. "Cost" or "Costs" in connection with the Financing Program, means any cost incurred or estimated to be incurred by the Governmental Unit which is reasonable r- and necessary for carrying out all works and undertakings in providing for the refunding of the Refunded Bonds, the reasonable cost of financing incurred by the Governmental Unit or the Sponsor in connection with the execution of this Loan r- Agreement, including reimbursement to the Administrator for its out-of-pocket I expenses, and the cost of such other items as may be reasonable and necessary for the Financing Program. ! "Costs and Expenses of the Program" shall mean the reasonable fees, charges and expenses of the Trustee, and the reasonable expenses of the Sponsor, the Registrar r, and Paying Agent, and the Independent Contractor, including the reasonable fees and expenses of general or special counsel to any of the foregoing or to the Financial Advisor or the Administrator; provided that the annual administrative fees and charges of the Sponsor, the Administrator, the Independent Contractor and the Financial Advisor, for r their services hereunder, exclusive of out-of-pocket expenses and disbursements and reasonable counsel fees and expenses, shall not be charged to the Governmental Unit. Further, it is agreed that except for Reserve Payments, as defined herein, and subject to the provisions of Section 6.12 hereof, the Governmental Unit shall have no liability for t MCir07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money -7- t Costs and Expenses of the Program attributable to the fees, charges and expenses of the r- Liquidity Facility Issuer and the Remarketing Agent, and no portion of such fees, charges and expenses of the Liquidity Facility Issuer and the Remarketing Agent shall be included as Costs and Expenses of the Program for purposes of computing any payments due from the Governmental Unit on the Loan or the Governmental Unit Note. The Administrative Expenses of the Program shall be payable solely from earnings on funds in the Reserve Account under the Indenture and other funds held by the Trustee for the benefit of the Program, and the Governmental Unit shall never have any liability therefor under any circumstances. i "Fiscal Year" shall mean the period commencing on October 1 and continuing to and including the next succeeding September 30 or such other annual period as may be prescribed by law or by the Governmental Unit in accordance with law. Loan Year shall mean an annual period commencing on December 2 of each year and ending on the following December 1. r "Local Credit Enhancement" or "Local Letter of Credit" means a credit enhancement device acceptable in form and substance to the Credit Facility Issuer securing timely payment of principal of and interest and premium, if any, on the r Governmental Unit Note. "Non -Ad Valorem Revenues" shall mean all general fund revenues of the r' Governmental Unit derived from any source other than ad valorem taxation on real or personal property which are legally available to make the payments required under �^ this Loan Agreement. I "Pledged Funds" shall mean the Revenue Fund and the Sinking Fund created pursuant to Section 3.10(b) hereof. "Pledged Revenues" shall mean the portion of the Non -Ad Valorem Revenues deposited in the Revenue Fund and the Sinking Fund created pursuant to Section 3.10(b) hereof, provided, however, that prior to deposit of such moneys by the Governmental Unit in to the Revenue Fund and the Sinking Fund, such moneys shall not constitute "Pledged Revenues". r "Pro -Rata Share" shall mean the percentage derived by dividing the principal amount of the Governmental Unit's Loan by the sum of (1) the principal amount of all Loans outstanding funded with Bond proceeds (including any unpaid Loans to Governmental Units that may have been discharged in bankruptcy or declared void or unenforceable) plus (2) the amounts on deposit in the Project Loan Fund. (' "Refunded Bonds" shall mean the portion of the Sunshine State Loan being refunded with the proceeds of the Governmental Unit Note, as more particularly described herein. "Refunding Program" shall mean the current refunding of the Refunded Bonds r pursuant to the provisions of this Loan Agreement. l MCI,07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money -8- F "Reserve Payment" shall mean, for any period of calculation: (a) the r Governmental Unit's Pro -Rata Share of principal payments required to be made in respect of Non -Asset Bonds hereafter arising under the Indenture; (b) the Pro -Rata Share of interest expense and other Costs and Expenses of the Program (other than Administrative Expenses) allocable to the Reserve Bonds or incurred pursuant to Section 3.5(a) hereof, and (c) the Liquidation Shortfall as provided in Section 3.5(b) of this Loan Agreement. The Governmental Unit shall not be entitled to a reduction of or credit toward the amount of such fees and expenses that the Governmental Unit shall r be obligated to pay, pursuant to Section 3.3 hereof and Section 404 of the Indenture, in respect of any investment earnings received on the funds held under the Indenture provided that the net earnings on the Reserve Bonds (after payment of interest on and the Costs and Expenses of the Program, including Administrative Expenses relating to the Reserve Bonds) shall be applied to pay Costs and Expenses of the Program prior to computing the amount of such Costs and Expenses for which the Governmental Unit �- will have responsibility for payment of its Pro -Rata Share. The computation of the I Reserve Payment of the Governmental Unit shall be made assuming full payments will be timely received in respect of each Loan whether or not the payments thereunder are actually made or may be discharged in bankruptcy or declared void or unenforceable for any reason, it being the intention of the parties that no Governmental Unit shall bear any financial obligation arising because of the invalidity of or a default in any Loan of another Governmental Unit. In calculating the amount of the Governmental Unit's Reserve Payment in respect of the principal amount of any Non -Asset Bonds arising after the date hereof, the Governmental Unit's Pro -Rata Share of such Non - Asset Bonds shall be amortized and paid in equal semiannual installments over the r lesser of sixty (60) months or the remaining life of the Loan. For purposes of ° determining the Governmental Unit's Reserve Payment, it shall be assumed that any unpaid Loans which may have been discharged in bankruptcy or declared void or r" unenforceable continue to remain outstanding until all amounts which would have been due in respect thereof in accordance with their terms have been deposited with the Trustee hereunder. "Sunshine State Loan" shall mean the loan from the Sunshine State Governmental Financing Commission issued pursuant to a Loan Agreement by and r- between the Governmental Unit and the Sunshine State Governmental Financing Commission dated as of August 16, 1994 and currently outstanding in the amount of $22,970,000, a portion of which is authorized to be refunded. F I r r MCL -07/23/01 Rev -07/27/01 Rev -07/27/01-(2)-6480-1a-200113 refunding good money -9- ( ARTICLE III r FINANCING THE REFUNDING PROGRAM SECTION 3.1 MAKING OF LOAN; APPLICATION OF LOAN PROCEEDS. From the amounts on deposit in the Project Loan Fund created under the r Indenture, the Governmental Unit hereby agrees to borrow and repay the sum of $2,200,000. The Loan made hereby shall be repaid in accordance with the Governmental Unit Note and Section 3.3 hereof. The Governmental Unit covenants that it shall use the proceeds of the Loan solely for the purposes described in Section 1.2(k) hereof and that it shall not use the proceeds of the Loan in a manner inconsistent with the representations and covenants set forth in Section 1.2 hereof. The Governmental Unit Note and the principal amount thereof and interest thereon shall not be increased or accelerated for any reason related to an acceleration or redemption of the Bonds. SECTION 3.2 DISBURSEMENT OF LOAN; SECURITY INTEREST IN UNDISBURSED PROCEEDS. r (a) Followingthe execution and delivery of this Loan ry Agreement and the Governmental Unit Note (the "Closing"), the Trustee shall disburse from moneys other than proceeds of the Loan the insurance premium due to the Credit Facility Issuer, the fees and expenses of Bond Counsel and the amount of expenses of the Administrator to be reimbursed to the Expense Account created under the Indenture. F' (b) The Governmental Unit agrees to establish and create, and hereby does establish and create a separate fund of the Governmental Unit to be known as the "Gulf Breeze Pooled Financing Loan Program Series 2001B Loan Proceeds Fund" (the r "Loan Proceeds Fund") which account shall be separate and distinct from all other funds and accounts of the Governmental Unit. The net proceeds of the Loan shall be disbursed by the Trustee and applied, together with any income from investment f- thereof, to pay the Costs of the Refunding Program and the Financing Program. There shall be deposited in the Loan Proceeds Fund the proceeds received by the Governmental Unit from any disposition of portions of the Project pursuant to Section 1.20) hereof, to the extent such proceeds are not applied to prepay the Loan. (c) The Governmental Unit agrees that, upon request of the Trustee or the I^, Administrator, it shall supply such documentation as the Trustee, the Administrator or the Credit Facility Issuer may reasonably require to determine that the proceeds of the Loan have been applied solely to payment of the Costs of the Refunding Program and of the Financing Program. (d) Until disbursed in accordance with the provisions of this Loan Agreement, the proceeds on deposit in the Loan Proceeds Fund shall be invested and reinvested in Investment Securities as defined in the Trust Indenture. Any earnings on the investment of funds on deposit in the Loan Proceeds Fund shall be credited to such Fund and shall be used to pay only for other Costs of the Project or of other MC1r07/23/01 Rev -07127/01 Rev -07/27/01-0-8480-1a-200113 refunding good money- 10- I E projects as may be approved by Bond Counsel to the Sponsor, or debt service on the r. Loan in accordance with subsection 3.2(e) below. (e) To secure the prompt payment of the Loan and the performance by the r Governmental Unit of its other obligations hereunder, the Governmental Unit, to the full extent permitted by law, hereby pledges to the Sponsor and agrees and acknowledges that the Sponsor shall have and shall continue to have a pledge of and lien upon the proceeds of the Loan and any investment income thereon on deposit in the Loan Proceeds Fund, subject to the use of such proceeds in the manner described "t herein. FSECTION 3.3 REPAYMENT OF LOAN. The Loan to be made to the Governmental Unit for the Financing Program shall be repaid in installments which shall correspond in time and amount to the payments of principal and interest on the Governmental Unit Note and shall bear interest at the rates, and shall be payable in immediately available funds at the times payable on the Governmental Unit Note, as follows: (a) The interest of the Loan shall be paid in semi-annual installments on the r. dates, at the rates and in the amounts shown on "Schedule I" attached to the form of the Governmental Unit Note, which is attached hereto as Exhibit "A". Principal on the Loan shall be payable in annual installments on the dates and in the amounts shown on such "Schedule 1." In the event the full amount of the Governmental Unit Note is not disbursed, the payments of principal due thereunder shall be reduced ratably to reflect such reduction in the principal amount due thereunder, and a new Schedule I will be calculated by the Administrator. The final payments on the Governmental Unit Note must be made three (3) business days prior to December 1, 2015 with i immediately available funds. (b) As provided in the Governmental Unit Note, in addition to the above payments of principal and interest on the Loan, any payment required to be made with respect to the Loan which is received later than its due date, shall bear interest from �- such due date at a rate per annum equal to the higher of the interest on the Governmental Unit Note or the Prime Rate, plus two per centum per annum (the "Default Rate"). Notwithstanding anything otherwise contained in this Loan i Agreement, the interest rate on the Loan and all other amounts payable hereunder which are treated as interest under applicable laws shall not exceed the maximum rate per annum permitted by law (the "Maximum Rate"); provided, that, in the event the imposition of such Maximum Rate shall ever cause the amount payable on the Governmental Unit Note to be less than the amount of interest which would otherwise be computed pursuant to this Section 3.3, the Governmental Unit Note shall thereafter bear interest at the Maximum Rate until the earlier of (1) the final maturity of the Governmental Unit Note or (2) such time as the total amount of interest paid on the Governmental Unit Note shall at such rate equal the amount of interest which would have been payable on the Governmental Unit Note pursuant to this Section 3.3 r' without regard to any Maximum Rate. All payments made hereunder shall be applied first to the payment of the principal of and interest on the Governmental Unit Note, r then to the payment of Additional Loan Charges, and then to payment of accrued MC1,07/23/01 Rev -07/27/01 Rev -07/27/01-(2)-6480-1a-2001$ refunding good money-ll- interest on the unpaid balance hereof at the aforesaid rate, and then to the reduction of principal hereunder. (c) The Governmental Unit shall also pay all Reserve Payments and its Pro - Rata share of the Costs and Expenses of the Program. At the Closing, the Costs and Expenses of the Program currently payable (exclusive of Reserve Payments) consist of the fees of the Trustee, Bond Registrar and Paying Agent. The Financial Advisor, on behalf of the Sponsor, shall determine not less often than each January 1 and July 1 the estimated Reserve Payments, if any, and the Pro -Rata Share of the Costs and Expenses of the Program allocable to the period for which such payment is to be in effect and shall notify the Trustee and the Administrator of such determination. The Administrator shall compute the amount of the Governmental Unit's payment in respect of such amounts and shall notify the Trustee, the Credit Facility Issuer and the Governmental Unit, of the amount thereof. Reserve Payments under clauses (a) and (c) of the definition of "Reserve Payments" shall be billed to the Governmental Unit and shall be due within thirty (30) days of receipt of such notice. The remaining components of the Reserve Payment and the Governmental Unit's Pro -Rata Share of the Costs and Expenses of the Program, shall be payable by the Governmental Unit in semiannual installments for the next ensuing semiannual period. The Financial Advisor shall notify the Governmental Unit at least ten (10) days prior to the first day of the month in which the new payment amount is to become effective, of the period (not exceeding six (6) months) for which such payment amount is to be in effect, the amount of each payment which the Governmental Unit is required to make during such period and the computations used to determine such payment. However, if at any time the Trustee determines that such payment amount, together with other funds available therefor, does not provide sufficient funds to pay the Governmental Unit's Pro -Rata Share of the Costs and Expenses of the Program allocable to the period for which such payment is to be in effect, and the Governmental Unit's Reserve Payment, if any, the Trustee shall so notify the Administrator and the Financial Advisor. The Financial Advisor, on behalf of the Sponsor shall increase the payment amount on the Loan then in effect by an amount sufficient to cure any deficiency in the payment of the Governmental Unit's Reserve Payment, its interest payment and its Pro -Rata Share of the Costs and Expenses of the Program by giving notice thereof to the Administrator. The Administrator shall recompute the amount of the Governmental Unit's semiannual payments and shall give the Governmental Unit notice of a revised payment and the computations used to determine such payment at least ten (10) days prior to the date such revised payment is to become effective, stating the period (not exceeding six (6) months) for which such revised additional payments are to be in effect, and the amount of each payment which the Governmental Unit is required to make during such period. The Administrator shall send to the Trustee and the Credit Facility Issuer duplicate copies of each statement to the Governmental Unit specifying the total payment due from the Governmental Unit, which shall specify the respective amounts of principal and interest due, the Reserve Payment amount, and the amount of any fees and expenses billed to the Governmental Unit on a semiannual basis pursuant to Section 3.5 hereof. (d) As set forth in the Indenture, earnings and other moneys in the Payment Account in the Loan Reserve Fund shall be applied for the purposes set forth in Section 5.07 of the Indenture, including, where provided therein, to or for the benefit of the Governmental Unit. Notwithstanding any other provision contained in this Loan MMA7/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -►a -2001B refunding good money-l2- F Agreement or in the Governmental Unit Note, all computations of the Reserve r- Payments and any other amounts due under this Loan Agreement or the Governmental Unit Note shall be made assuming that full principal and interest and other required payments will be received in respect of each Loan, whether or not such Loan is in default; it being the intention of the Sponsor that except as provided in the proviso at the end of Section 3.3(0 hereof, the Governmental Unit shall not bear any financial obligation arising because of a default in any Loan to any other party. r Notwithstanding any provision of the Indenture or this Loan Agreement to the contrary, the Governmental Unit shall not be obligated to pay any portion of the costs I of the Liquidity Facility or Remarketing Agent for the Bonds; provided, however, that in computing any amount to be included in the payments required of the Governmental Unit for the interest on the Reserve Bonds, earnings on moneys in the Reserve Account shall first be applied to pay such costs of the Liquidity Facility and the Remarketing in respect of the Reserve Bonds, and only the remaining interest j' earnings on such monies shall be credited toward the interest on the Reserve Bonds in accordance with the Indenture in computing the Reserve Payment of the Governmental Unit. (e) Reserved �. (f) Notwithstanding anything herein to the contrary, the Costs and l Expenses of the Program and the Reserve Payment shall not include any amounts attributable to the default of any other Governmental Unit, and the Governmental Unit Note and the principal amount thereof and interest thereon shall not be increased for any reason related to a redemption of the Bonds other than as a result of an Event of Default under this Loan Agreement; provided that the Governmental Unit's Reserve Payment and Pro Rata Share of the Costs and Expenses of the Program may be affected by reductions in the investment income on the Debt Service Reserve Fund and E Loan Reserve Fund as consequence of the redemption of Bonds. SECTION 3.4 PREPAYMENT OF LOAN. (a) The Governmental Unit shall be entitled to prepay the Loan in whole or j' in part on any date upon which the Bonds converted to a Long Fixed Rate in connection with - this Loan may be redeemed or converted to another mode at the option of the Sponsor or may be called for mandatory tender by the Sponsor, upon not less than one hundred twenty-nine (129) days prior written notice to the Sponsor, the Administrator and the Trustee. (b) Any such prepayment in whole shall be made with the effect provided in Section 4.04 of the Indenture, it being understood that all prepayments must be made not less than one hundred twenty-nine (129) days in advance of any application thereof, unless the Indenture shall otherwise permit. The prepayment shall be in an ( amount equal to the sum of (A) accrued and unpaid interest on the Loan as of the date on which redemption or tender of the Bonds can occur following processing of such notice and (B) the product obtained by multiplying (i) the outstanding principal amount of the Loan to be prepaid by (ii) the quotient obtained by dividing (y) the principal amount of the Bonds then Outstanding by (x) the amount of Program Assets (as defined in the Indenture) held by the Trustee, provided that the quotient shall not be less than 1.0. In no event, however, shall the prepayment amount for such MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-13- I prepayment in whole be less than the principal amount of the Loan then Outstanding �. plus accrued interest and any unpaid Reserve Payment amount due in respect of the Loan. r In the case of a partial prepayment of any Loan, the amount of any such prepayment which shall be applied to the reduction of the outstanding principal balance of the Loan shall be reduced by an amount equal to the sum of (A) the amount of interest which accrues on the Loan from the date of its deposit with the Trustee r until the first Business Day which is not earlier than one hundred twenty-nine (129) days thereafter (the "Prepayment Effective Date") and (B) the difference between (1) the product obtained by multiplying (i) the outstanding principal amount of the Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence) by (ii) the E quotient obtained by dividing (y) the principal amount of the Bonds then Outstanding by (x) the amount of Program Assets on the Prepayment Effective Date, provided that r the quotient shall not be less than 1.4 and (2) the outstanding principal amount of the Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence). Notwithstanding anything herein to the contrary, the one hundred twenty-nine (129) day periods mentioned in paragraphs (a) and (b) hereof may run concurrently. The Governmental Unit shall receive credit for any income from investment of the amount of any such prepayment. Any computation of the prepayment amount under this Section 3.4(b) shall be made assuming all payments are made by Participating Governmental Units, as provided in Section 3.3(d) hereof. (c) The amount of any prepayment shall also include any amounts necessary to pay prepayment premiums, if any, to the holders of the Converted Bonds in connection with a redemption thereof from the proceeds of the prepayment. (d) In determining the amount and effect of any prepayments under this Section 3.4, Program Assets shall include any unpaid Loans, including any unpaid Loans that may have been discharged in bankruptcy or declared void or l unenforceable. SECTION $.5 RESERVE BONDS. (a) The Governmental Unit hereby agrees and acknowledges that a principal r amount of Bonds, initially bearing interest in the Fixed Rate Mode, equal to the i Governmental Unit's Pro -Rata Share of the sum of the Debt Service Reserve Fund Requirement and the Loan Reserve Fund Requirement (the "Reserve Bonds") are r allocable to the Loan and with respect to which the Program incurs costs and expenses. A like amount of moneys on deposit in the Debt Service Reserve Fund and the Loan Reserve Fund are to be invested in compliance with Section 6.02 of the Indenture. The Governmental Unit hereby acknowledges that pursuant to the Indenture, the amount of funds which may be used to pay Bonds or which may result in a Liquidation Shortfall is not limited to the amount of the Reserve Bonds, and that the full amount of the Debt Service Reserve Fund and the Loan Reserve Fund may be j used as provided in the Indenture, including, among other things for payment of Bonds in the event of a default by the Governmental Unit. MC1r07/23/01 Rev -07/27/01 Rev -07/27/01 -0 -8480 -1a -2001B refunding good money -14- (b) In the event that a default of the Governmental Unit results in the liquidation of investments in the Debt Service Reserve Fund or Loan Reserve Fund, the Governmental Unit will pay the "Liquidation Shortfall." "Liquidation Shortfall" shall mean the loss, if any, incurred by the Issuer as a result of such a liquidation versus the amount which would have been realized if such investments would have been sold at a price (exclusive of investment earnings thereon) equal to their purchase price. In the event that for any other reason permitted under the Indenture (other than a default by another Governmental Unit) a draw upon the Loan Reserve Fund or the Debt Service Reserve Fund results in a liquidation of the investments therein, the Governmental Unit agrees to pay the Governmental Unit's Pro -Rata Share of the Liquidation Shortfall as a component of the Reserve Payment following such liquidation. No charges for the Liquidity Facility or Remarketing Agent in respect of the Reserve Bonds shall be borne by the Governmental Unit; however upon any determination by the Administrator that the investment earnings on the investment of funds allocable to the proceeds of the Reserve Bonds is projected to be insufficient to pay the interest on the Reserve Bonds (after first applying such earnings to pay the charges for the Liquidity Facility and the Remarketing Agent in respect of the Reserve Bonds), the Governmental Unit shall pay, as a component of the Reserve Payment such amounts as determined by the Administrator under Subsections 3.3(c) and (d) hereof. The Governmental Unit's obligations under this paragraph shall be subject to the limitations in Section 3.3(1). SECTION 3.6 SPECIAL OBLIGATION OF GOVERNMENTAL UNIT TO PAY PRINCIPAL AND INTEREST AND ADDITIONAL LOAN CHARGES. (a) Each Credit Facility Issuer may share with any other Credit Facility Issuer any information given to any of them by the Governmental Unit, including without limitation financial statements, and may also share such information with any participant of such Credit Facility Issuer, and any financial institution which is being solicited to become a participant of any Credit Facility Issuer. To the extent necessary to permit the foregoing, the Governmental Unit hereby waives any privilege or right to confidentiality, whether arising under statute or otherwise, it may have which would otherwise prohibit the foregoing sharing of information. (b) Notwithstanding anything herein to the contrary, but subject to the provisions of this Section 3.6(b), the Governmental Unit hereby acknowledges and agrees to budget and appropriate, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, and deposit into the Revenue Fund and the Sinking Fund, as applicable, amounts sufficient to pay the principal of and interest on the Governmental Unit Note and all Additional Loan Charges, including without limitation, the Reserve Payments and the amounts due in respect of Costs and Expenses of the Program. The Governmental Unit hereby covenants that in the event sufficient amounts have not been applied to pay such amounts, it will, to the extent permitted by law and subject to this Section 3.6(b), in each year in which any principal of and interest on the Governmental Unit Note and Additional Loan Charges may be due and payable in accordance with this agreement, budget and appropriate, by amendment, if required, from legally available Non -Ad Valorem Revenues, the sums required for payment of such amounts, and apply the same to the payment thereof. MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-15- Such covenant and agreement on the part of the Governmental Unit to budget r and appropriate such amounts of legally available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to pay the principal of and interest on the Governmental Unit Note and Additional Loan Charges provided for herein in respect of the Governmental r Unit Note have been budgeted, appropriated and actually paid to the Trustee. Notwithstanding the foregoing covenant of the Governmental Unit, the Governmental Unit does not covenant to maintain any services or programs, now provided or maintained by the Governmental Unit, which generate Non -Ad Valorem Revenues. rSuch covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Governmental Unit from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Governmental Unit to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Trustee a prior claim on the Non -Ad Valorem Revenues as opposed to r claims of general creditors of the Governmental Unit. Such covenant to budget and 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 hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the Governmental Unit a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Governmental Unit or which are legally mandated by applicable law. (c) The Loan and the Governmental Unit Note, and all payments due with respect thereto or under this Loan Agreement as principal and interest and Additional Loan Charges, shall be payable solely from the Non -Ad Valorem Revenues as provided herein. The Loan and the Governmental Unit Note do not constitute a general obligation or indebtedness of the Governmental Unit, or a pledge of the faith, credit or taxing power of the Governmental Unit within the meaning of any constitutional or statutory provision or limitation. The Governmental Unit shall not be obligated (1) to exercise its taxing power to pay the principal of the Loan and the Governmental Unit Note, the interest thereon or other payments or costs incident thereto or under this r" Loan Agreement, including Additional Loan Charges, or (2) to pay the same from any other funds of the Governmental Unit except from the Non -Ad Valorem Revenues, all in the manner provided herein. The acceptance of the Governmental Unit Note by the holder from time to time thereof shall be deemed an agreement between the Governmental Unit and such holder that the obligation to pay such principal of and r interest on the Governmental Unit Note and such Additional Loan Charges shall not MC1,07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money -16- I, r constitute a lien upon any property of the Governmental Unit, but shall constitute a lien only on the Pledged Funds, in the manner herein provided. (d) Subject to the provisions of the Florida Constitution, nothing herein contained shall preclude the Governmental Unit from using any legally available funds, in addition to the Non -Ad Valorem Revenues, the Pledged Revenues and Pledged Funds herein provided, which may come into its possession, including but not limited to the proceeds of the Loan, contributions or grants, for the purpose of payment of the Loan, but the Governmental Unit shall have no obligation to use any such funds except, to the extent provided herein, the Non -Ad Valorem Revenues for payment of the principal of and interest on the Governmental Unit Note and such Additional Loan Charges. (e) The Governmental Unit shall not incur additional debt secured by or payable from all or a portion of the Non -Ad Valorem Revenues unless the total amount .of Non -Ad Valorem Revenues for the prior Fiscal Year were at least two (2.00) times the maximum annual debt service on all debt obligations (including all long-term financial obligations appearing on the Governmental Unit's most recent audited financial statements and the debt proposed to be incurred, but excluding any such debt or long-term financial obligations being refinanced by such additional debt) secured by or payable from all or a portion of the Non -Ad Valorem Revenues (collectively, the "Debt"); provided, however, that to the extent any portion of such Debt is primarily secured by or payable from sources other than Non -Ad Valorem Revenues ("Other Sources") and for the prior Fiscal Year such Other Sources equaled at least 1.50 times the maximum annual debt service on such portion of the Debt, then such portion of the Debt shall not be included as Debt hereunder. Debt service on any Debt shall be computed in accordance with the requirements of the documents under which such portion of the Debt was issued or incurred; provided, however, that for purposes of this Section 3.6(e), interest on any Debt which bears interest at a variable rate of interest shall be computed at a fixed rate of nine and two tenths per centum (9.20/6) per annum. (f) Notwithstanding the foregoing, the Governmental Unit shall not incur additional indebtedness secured by or payable from all or a portion of the Non -Ad Valorem Revenues if an Event of Default (or an event which, once all notice or grace periods have passed, would constitute an Event of Default under this Loan Agreement) has occurred and is continuing unless such Event of Default shall be cured upon such incurrence. SECTION 3.7 BENEFIT OF BONDHOLDERS AND ENHANCEMENT PROVIDER; COOPERATION BETWEEN PARTIES. This Loan Agreement is executed in part to induce the purchase by others of the Bonds, the issuance by the Credit Facility Issuer of the Credit Facility, the issuance of Local Credit Enhancement, if any, and the execution and delivery by the Liquidity Facility Issuer of the Liquidity Facility and, accordingly, all covenants, agreements and representations on the part of the Governmental Unit and the Sponsor, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the holders from time to time of the Bonds, and for the benefit of each such Credit Facility Issuer. MC1r07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-17- I r SECTION 3.8 TAX EXEMPTION; BONDS NOT TO BECOME ARBITRAGE BONDS. , i The Governmental Unit shall take no action which would cause the interest on the Bonds to lose the exemption from federal income tax under Section 103 of the Internal Revenue Code of 1954, as amended, and in effect prior to the enactment of the Tax Reform Act of 1986, and the regulations issued thereunder (collectively, the "1954 Code"), as such exemption is carried forward in the exclusion of such interest from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended, in accordance with Sections 1312 through 1319 of the Tax Reform Act of 1986. Except as provided in this Loan Agreement, the Governmental Unit hereby covenants to the Sponsor and the holders of the Bonds that it will neither make nor - cause to be made any investment or other use of the proceeds of the Loan which } would cause the Bonds to be "arbitrage bonds" under Section 103 of the 1954 Code, as amended, and the regulations issued thereunder, and that it will comply with the r. requirements of such Section and regulations throughout the term of the Bonds, in accordance with any written directions of the Sponsor received by the Governmental Unit at the time the Loan is made, or such other specific written directions of the _ Sponsor as the Governmental Unit may receive so that no investment of the proceeds of the Loan would cause the Bonds to be "arbitrage bonds" or otherwise adversely affect the tax-exempt status of the Bonds. SECTION 3.9 ASSIGNMENT OF SPONSOR'S RIGHTS. (a) As the source of payment for the Bonds, the Sponsor will assign to the j' Trustee all the Sponsor's rights under the Governmental Unit Note and this loan Agreement (except for the rights of the Sponsor, the Trustee, the Administrator and the Independent Contractor, if applicable, to receive payment of Administrative r- Expenses, reports and indemnity against claims, and the Sponsor's, Trustee's and t Administrator's rights to enforce remedies pursuant to Section 3.5, 4.1, 4.2 and 5.4 hereof). The Governmental Unit will make all payments required under Sections 3.3, r- 3.4, 3.5 and 5.3 hereof directly to the Trustee without defense or setoff by reason of any dispute between the Governmental Unit and the Sponsor. t (b) The Indenture requires that the Credit Facility provide for payment of the !_ principal of and interest on the Bonds when due if other moneys available under the Indenture are insufficient therefor, and that rights to the payment of any principal and/or interest paid by the Credit Facility Issuer shall be assigned to the Credit Facility Issuer. Under certain circumstances provided in the Indenture, this Loan Agreement and the Governmental Unit Note may be assigned to a Credit Facility Issuer or the issuer of a Local Letter of Credit. SECTION 3.14 COVENANT REGARDING PLEDGED FUNDS; REVENUE FUND; SINKING FUND, (a) Subject to Section 3.6(b) hereof, the Governmental Unit shall take all lawful action necessary or required to collect and receive and budget and appropriate +- Non -Ad Valorem Revenues, for deposit to the Revenue Fund and Sinking Fund, as k MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -M -8480 -1a -2001B refunding good money-18- I applicable, in amounts sufficient to provide an amount of Pledged Revenues to pay the r principal of and interest on the Governmental Unit Note and such Additional Loan Charges as the same become due. The Governmental Unit further covenants that it has full power to pledge the Pledged Funds and the Pledged Revenues as provided in r this Loan Agreement to the payment of the principal and interest and other amounts becoming due on the Governmental Unit Note and the Loan. i (b) There is hereby created and established the Miami Beach, Florida, Gulf Breeze Loan Program 2001B Loan Revenue Fund (the "Revenue Fund"). All amounts R payable by the Governmental Unit hereunder, other than amounts required to be deposited directly into the Sinking Fund pursuant to this Section 3.10(b) shall be r' deposited into the Revenue Fund and held solely for the benefit of the holder of the Governmental Unit Note as provided in this Section 3,10(b). Commencing on August 15, 2001, and on the 15th day of each month thereafter, but subject to Section 3.6(b) r hereof, the Governmental Unit shall deposit to the Revenue Fund, from Non -Ad Valorem Revenues, amounts sufficient to pay all Additional Loan Charges, including, without limitation, Reserve Payments and the payments in respect of the Costs and �- Expenses of the Program, if any then due. The Revenue Fund shall constitute a trust fund for the purposes herein provided and shall be kept separate and distinct from all other funds of the Governmental Unit and used only for the purposes and in the r manner herein provided. Moneys on deposit in the Revenue Fund shall be invested in obligations in which the Project Loan Fund may be invested under the Indenture or as e otherwise may be permitted by the Credit Facility Issuer, and all investment earnings shall be retained therein and used for the purposes thereof. Moneys in the Revenue j Fund shall be applied to pay all amounts due hereunder as the same become due, I other than amounts paid from the Sinking Fund. A separate fund is hereby created and designated the Miami Beach, Florida, Gulf Breeze Loan Program 2001B Loan r Sinking Fund (hereinafter called "Sinking Fund"). Fifteen days prior to each date upon which principal or interest shall be due on the Governmental Unit Note, but subject to Section 3.6(b) hereof, there shall be deposited into the Sinking Fund, from Non -Ad Valorem Revenues, amounts sufficient to pay (a) all of the interest on the Governmental Unit Note becoming due on such date, and (b) the principal of the Governmental Unit Note becoming due, if any, on such date. The designation and �- establishment of the Revenue Fund and the Sinking Fund pursuant to this Section 3.10 shall not be construed to require the establishment of any completely independent, self -balancing fund as such term is commonly defined and used in r- governmental accounting, but rather is intended solely to constitute an earmarking of t certain revenues of the Governmental Unit for certain purposes and to establish certain priorities for application of such revenues as herein provided. Moneys in the �. Sinking Fund shall be applied on each date on which principal or interest is payable on the Loan, to make such payment. Moneys in the Revenue Fund shall be applied to make all payments not paid from the Sinking Fund, when due under any provisions hereof. SECTION 3.11 ALTERNATE SECuRITY FOR GOYERNmENTAL UNIT NOTE. The Governmental Unit reserves the right to secure the Governmental Unit Note with a Local Credit Enhancement acceptable in form and substance to the Credit Facility Issuer and the Administrator, and upon furnishing such Local Credit Enhancement or other security, the provisions of Sections 3.6 and 3.10 hereof and the MCIr07/23/01 Rev -07/27/01 Rev -07/27/01-(2)-6480-1a-20018 refunding good money-l9- F pledge of and lien upon the Pledged Funds and Pledged Revenues in favor of the Governmental Unit Note shall be released and discharged, in the manner and to the extent specified by the Credit Facility Issuer in writing. In addition, the Governmental Unit may release the provisions of Sections 3.6 hereof and defease the lien of this Loan Agreement upon the Pledged Funds and Pledged Revenues at any time provided it first provides the following to the Trustee and to the Credit Facility Issuer: (a) Evidence that the Governmental Unit shall have paid, or shall have made r provision for payment of, all amounts payable under this Loan Agreement. For purposes of the preceding sentence, deposit of direct obligations of the United States of America which are not subject to redemption prior to maturity at the option of the obligor (or, with the written approval of the Credit Facility Issuer, deposit of any other securities or investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Sponsor, the principal of and interest on which will be sufficient to pay when due all payments under this Loan Agreement, shall be considered "provision for payment". (b) An opinion of nationally recognized bond counsel acceptable to the Sponsor and to the Credit Facility Issuer to the effect that (i) the lien of this Loan r. Agreement upon the Pledged Funds and Pledged Revenues has been defeased and (ii) the transaction resulting in such defeasance does not adversely affect the exemption from taxation of the interest on the Bonds. r (c) Verification by an independent certified public accountant of sufficiency of amounts deposited in escrow pursuant to paragraph (a). j� SECTION 3.12 INTERLOCAL AGREEMENT. This Loan Agreement. together with the Governmental Unit Note incorporated by reference herein, shall be deemed to be an Interlocal Agreement with the Sponsor within the meaning of Chapter 163, Part I, Florida Statutes, and shall be filed of record in accordance with the provisions of the Florida Intergovernmental Cooperation r- Law, that is, it shall be filed with the Clerks of the Circuit Court for Santa Rosa County and Miami -Dade County. I 0 F MCL•07/23/01 �. Rev -07/27/01 l Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-20- I ARTICLE IV r COVENANTS OF THE GOVERNMENTAL UNIT r SECTION 4.1 REPORTS AND OprmoNS; INSPECTIONS. (a) Until all amounts due under this Loan Agreement have been paid in full, the Governmental Unit shall deliver to the Sponsor, the Trustee and the Credit Facility Issuers, within thirty (30) days after the Governmental Unit's receipt thereof, an annual report prepared in accordance with generally accepted accounting principles r' applicable to the Governmental Unit, and certified by an independent certified public accountant (or accounting firm) reasonably satisfactory to the Sponsor, which shall include a balance sheet and income statement for the prior Fiscal Year in reasonable r detail, and be accompanied by a certificate of the Governmental Unit stating that no Event of Default hereunder has occurred and is continuing hereunder. �- (b) The Governmental Unit shall deliver to the Sponsor, the Credit Facility ` Issuer and the Trustee, not later than the 135th but not earlier than the 128th day following (i) in the case of a Loan secured by a Local Letter of Credit, the date of each r Loan Payment pursuant to the terms of this Loan Agreement (whether by prepayment or regularly scheduled payment) or (it) as to Loans not so secured, upon the final payment upon the Loan, a certificate of the Governmental Unit, or other evidence in form and substance satisfactory to the Trustee, to the effect that, during the period ending one hundred twenty-eight (128) days following such payment, no bankruptcy, insolvency or similar proceeding has been commenced by or against the Governmental Unit and that no other event has occurred which would have constituted an Event of (- Default under Section 5.1(1) of this Loan Agreement (except such as has been vacated, ( dismissed or discharged by an order which is not subject to further appeal). Notwithstanding the payment in full of the Loan, the Governmental Unit shall pay any charges incurred by the Sponsor or the Trustee in connection with any payment under the Credit Facility by reason of the Governmental Unit's failure to deliver such certificate or evidence on a timely basis. In addition, notwithstanding the payment in �^- full of the Loan, the Governmental Unit shall pay to any Substitute Credit Facility { Issuer an amount, if any, equal to the Credit Facility Issuer Rate per annum on the amount which was disbursed under the Credit Facility by reason of any payment of r-- the Governmental Unit's Loan payment to the holders of the Bonds being deemed a Preference Payment (as defined in the Indenture), for the period between the disbursement of such amount under the Credit Facility and the repayment of such amount by the Governmental Unit. (c) The Governmental Unit agrees to permit the Sponsor, the Trustee and the Credit Facility Issuers to examine, visit and inspect, at any reasonable time at the r Governmental Unit's location, the Project, the Governmental Unit's facilities, any f accounts, books and records, including its receipts, disbursements, contracts, Investments and any other matters relating thereto and to its financial standing, to the rextent the same reasonably relate to the Loan and to supply such reports and information as the Sponsor, the Trustee or the Credit Facility Issuers may reasonably r require. MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -0 -$480 -1a -2001B refunding good money-21- r - r F F F SECTION 4.2 IMMUNITY OF SPONSOR. In the exercise of the powers of the Sponsor and its members, officers, employees and agents under the Indenture or this Loan Agreement including (without limiting the foregoing) the application of moneys and the investment of funds, the Sponsor shall not be accountable to the Governmental Unit for any action taken or omitted with respect to the Financing Program or this Loan Agreement by it or its members, officers, employees and agents in good faith and believed by it or them to be authorized or within the discretion or rights or powers conferred under this Loan Agreement. The Sponsor and its members, officers, employees and agents shall be protected in its or their acting upon any paper or documents believed by it or them to be genuine, and it or they may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Governmental Unit for any claims based on the Indenture or this Loan Agreement against any member, officer, employee or agent of the Sponsor alleging personal liability on the part of such person unless such claims are based upon the bad faith, gross negligence, fraud or deceit of such person. To the extent permitted by law the Governmental Unit shall indemnify the Sponsor and any of its members, officers, employees or agents and save them harmless against any liability intended to be precluded by this Section resulting from the breach of this Loan Agreement by the Governmental Unit. SECTION 4.3 COMPLIANCE WITH LAWS. With respect to the Project financed with the Refunded Bonds, the Governmental Unit will at all times comply with all applicable requirements of federal and state laws and with all applicable lawful requirements of any agency, board, or commission created under the laws of the State of Florida or of any other duly constituted public authority; provided, however, that the Governmental Unit shall be deemed in compliance with this Section 4.3 so long as it is contesting in good faith any such requirement by appropriate legal proceedings. SECTION 4.4 RESERVED. SECTION 4.5 RESERVED. MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-22- F ARTICLE V EVENTS OF DEFAULT AND REMEDIES FSECTION 5.1 EVENTS OF DEFAULT. r Each of the following events is hereby defined as, and declared to be and shall constitute, an "Event of Default": (a) failure by the Governmental Unit to make any payment required to be made pursuant to Section 3.3(a) or (b) hereof on or before the date the same is due provided notice of such amount has been given as provided herein; or (b) failure by the Governmental Unit to make any payment required to be made pursuant to any other provision hereof within thirty (30) days after the same is due and notice thereof has been furnished to the Governmental Unit; or (c) with the exceptions of those covenants set forth in Section 3.3 hereof, i failure by the Governmental Unit to perform any other covenant, condition or agreement on its part to be observed or performed under this Loan Agreement for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to the Governmental Unit by the Sponsor, the Credit r Facility Issuer or the Trustee; provided, however, that if such failure cannot reasonably be corrected within such thirty (30) day period, upon approval of the Credit Facility Issuer (which shall be granted if the Credit Facility Issuer reasonably believes r the failure can be cured within one hundred eighty (180) days), the Governmental Unit shall not be deemed to have committed an Event of Default under this paragraph if it commences to cure such failure within such thirty (30) day period and thereafter pursues the curing thereof with diligence; or (d) if any of the representations, warranties or certifications of the Governmental Unit under Section 1.2 hereof or otherwise made or delivered by the Governmental Unit in connection herewith shall prove to be false or misleading in any material respect; or 1 (e) (1) the Governmental Unit shall make an assignment for the benefit of creditors; (2) the Governmental Unit shall apply for or seek, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property; (3) the Governmental Unit shall fail to file an answer or other pleading denying the material allegations of any proceeding filed against it seeking to have the Governmental Unit adjudicated as bankrupt or insolvent, or j� seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment II or composition of the Governmental Unit or its debts under any law relating to bankruptcy or insolvency; or (4) the Governmental Unit shall take any action to authorize or effect any of the actions set forth in Sections 5.1(e)(1) or (2); or 1 (f) (1) the Governmental Unit shall be adjudicated a bankrupt or become subject to an order for relief under federal bankruptcy law; (2) the Governmental Unit MCI,07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-23- F shall institute any proceedings seeking an order for relief under federal bankruptcy �. law or seeking to be adjudicated a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy or insolvency; or (3) without the 7 application, approval or consent of the Governmental Unit, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Governmental Unit, or a proceeding described in Section 5.1(e)(3) shall be instituted against the Governmental Unit and such appointment continues undischarged or such proceeding rcontinues undismissed or unstayed for a period of ninety (90) consecutive days; the mere declaration by the Governmental Unit of a state of financial emergency under Section 218.503, Florida Statutes, as amended, shall not, in and of itself, constitute a j' default under this Section 5.1(x; or t (g) if a Local Letter of Credit has been provided with respect to the Loan, the failure of the Governmental Unit to provide a replacement for any such Local Letter of Credit, which replacement has been approved in writing by the Credit Facility Issuer, by the fifteenth (15') day prior to the expiration or non -renewal of the existing Local Letter of Credit. SECTION 5.2 NO ACCELERATION. FThe payment obligations of the Borrower under this Loan Agreement and the t Governmental Unit Note are not subject to acceleration. r SECTION 5.3 PAYMENT OF LOAN ON DEFAULT; SUIT THEREFOR. (a) The Governmental Unit covenants that, in case an Event of Default shall r occur in the payment of any sum payable by the Governmental Unit under Section 3.3 of this Loan Agreement as and when the same shall become due and payable, then, upon demand of the Sponsor, the Credit Facility Issuer or the Trustee, but only upon r direction of the Credit Facility Issuer, the Governmental Unit will pay, subject to the provisions of Section 3.6 hereof, to the Trustee (or its assignee) an amount equal to the sum of. (i) amounts which the Governmental Unit is obligated to pay under this Loan Agreement and (ii) such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Sponsor, the Trustee, their agents, attorneys and counsel. 1 (b) In case the Governmental Unit shall fail forthwith to pay such amounts upon such demand, the Sponsor or the Trustee (or its assignee) shall be entitled and empowered but only upon direction of the Credit Facility Issuer, subject to the provisions of Section 3.6 hereof, to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment r or final decree against the Governmental Unit and collect in the manner provided by ( law. �^ (c) In case any proceedings shall be pending for the bankruptcy or for the j reorganization of the Governmental Unit under the Federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Governmental Unit, or in case any other similar judicial proceedings MC1,07/23/01 Rev -07/27/01 Rev -07/27/01 -w -6480 -1a -2001B refunding good money-24- shall be pending relating to the Governmental Unit or to the creditors or property of the Governmental Unit, the Trustee (or its assignee) shall be entitled and empowered, to the extent permitted by law, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of the Loan made to the r Governmental Unit pursuant to this Loan Agreement and for interest owing and unpaid in respect thereof and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to prosecute the claims of the Trustee (or its assignee) in any such judicial proceedings relating to the Governmental r- Unit, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses. Any receiver, assignee or trustee in r" bankruptcy or reorganization is hereby authorized to make such payments to the ! Trustee (or its assignee), and to pay to the Trustee (or its assignee) any amount it requires for compensation and expenses, including reasonable counsel fees it has Incurred up to the date of such distribution in connection with the Loan. SEcTioN 5.4 OTHER REmwns. (a) Whenever any Event of Default hereunder shall have occurred and be continuing, the Sponsor or the Trustee (or its assignee) shall, but only if directed by the Credit Facility Issuer, take whatever action at law or in equity as may appear necessary or desirable to collect the amounts payable by the Governmental Unit hereunder, then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Governmental Unit under this Loan Agreement, including the application of any undisbursed Loan proceeds to the reduction of the outstanding balance of such Loan. (- (b) Whenever any Event of Default hereunder shall have occurred and be ( continuing, .the Sponsor or the Trustee (or its assignee) may, but shall not be obligated to, perform for the account of the Governmental Unit any covenant or obligation in the performance of which the Governmental Unit is in default, in which event the Governmental Unit shall, subject to Section 3.6 hereof, immediately reimburse the Sponsor or the Trustee (or its assignee), as the case may be, upon demand for all expenses incurred by the Sponsor or the Trustee (or its assignee), as the case may be, in the course of such performance, including reasonable counsel fees, with interest from the date of such expenditure at the Prime Rate of the Liquidity Facility Issuer then in effect. (c) No action taken pursuant to this Section 5.4 shall relieve the Governmental Unit from its obligations pursuant to Sections 3.3, 3.5 and 5.3 hereof, all of which shall survive any such action. The Sponsor or the Trustee (or its assignee) may, and upon direction of the Credit Facility Issuer, shall take whatever action at law or in equity as may appear necessary and desirable to collect the amounts then due (- and thereafter to become due from the Governmental Unit, or to enforce the ! performance and observance of any obligation, agreement or covenant of the (� Governmental Unit hereunder. ( (d) Except as to the Sponsor's rights to indemnity and reports from the Governmental Unit hereunder, the Sponsor's right to enforce the remedies described MCL -07/23/01 r Rev -07/27101 i Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-25- in this Section 5.4 shall not be exclusive, and the Credit Facility Issuers and the e . Trustee shall also have the right to enforce these remedies. SECTION 5.5 CUMULATIVE RIGHTS. No remedy conferred upon or reserved to the Sponsor, the Credit Facility Issuer or the Trustee (or its assignee) by this Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be r- cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity or by statute. No waiver by the Sponsor, the Credit Facility Issuer or the Trustee (or its assignee) of any breach by r' the Governmental Unit of any of its obligations, agreements or covenants hereunder f shall be deemed a waiver ofany subsequent breach, or a waiver of any other obligation, agreement or covenant, and no delay or failure by the Sponsor, the Credit r- Facility Issuer or the Trustee (or its assignee) to exercise any right or power shall iimpair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised by the Sponsor, the Credit Facility Issuer or the Trustee (or its assignee) from time to time and as often as may be deemed expedient. SECTION 5.6 DISCONTINUANCE OF PROCEEDINGS. In case the Sponsor, the Credit Facility Issuer or the Trustee (or its assignee) shall have proceeded to enforce any right under this Loan Agreement and such 6 proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Sponsor, the Credit Facility Issuer or the Trustee (or its assignee), then and in every such case the Governmental Unit, the Sponsor, the r' Credit Facility Issuer and the Trustee (or its assignee) shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Governmental Unit, the Sponsor, the Credit Facility Issuer and the Trustee (or its assignee) shall continue as though no such proceeding had been taken, subject to any such adverse determination. SECTION 5.7 NOTICE OF DEFAULT. The Governmental Unit shall give the Trustee, the Credit Facility Issuer, the Liquidity Facility Issuer, each Local Credit Enhancement Issuer or provider of any Local Letter of Credit and the Sponsor, a prompt written notice of any condition or occurrence which constitutes an Event of Default under Section 5.1 hereof immediately upon becoming aware of the existence thereof. I r F MCIr07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-26- F 4 ARTICLE VI MISCELLANEOUS SECTION 6.1 LnwTATION OF LIABILITY. In the event of any default by the Sponsor hereunder, the liability of the r Sponsor or the Credit Facility Issuer to the Governmental Unit shall be enforceable only out of the moneys available under the Indenture and there shall be no other recourse for damages by the Governmental Unit against the Sponsor, the Credit r' Facility Issuer, its officers, members, agents and employees, or against any of the i property now or hereafter owned by it or them. *" Notwithstanding any other provisions of this Loan Agreement to the contrary, in the event of any default by the Governmental Unit hereunder, the liability of the Governmental Unit to pay amounts under the Governmental Unit Note and hereunder shall be enforceable only out of the sources provided hereunder and there shall be no other recourse for damages by the Sponsor or the Credit Facility Issuer against the Governmental Unit, its officers, members, agents and employees. SECTim 6.2 No PERSONAL REcouRSE. Neither any member nor any officer, employee or agent of the Governmental Unit nor anperson executing this Loan Y P g .Agreement or Governmental Unit Note shall be personally liable on the Loan or the Bonds or this Loan Agreement by reason of the issuance thereof. SECTION 6.3 NOTICES. j' Notice hereunder shall be effective upon receipt and shall be given by certified ( mail, return receipt requested, to: F SunTrust Bank 225 E. Robinson Street, Suite 250 Orlando, Florida 32801 Attn: Corporate Trust Division MCL -07/23/01 Rev -07127/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-27- As to the Sponsor. City Manager City of Gulf Breeze, Florida P.O. Box 640 Gulf Breeze, Florida 32561 As to the Trustee: F SunTrust Bank 225 E. Robinson Street, Suite 250 Orlando, Florida 32801 Attn: Corporate Trust Division MCL -07/23/01 Rev -07127/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-27- As to the Governmental Unit: City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Chief Financial Officer CC: City Attorney As to the Credit Facility Issuer: Financial Guaranty Insurance Company 115 Broadway New York, New York 10006 Attn: General Counsel As to the Liquidity Facility Issuer: Credit Locale de France New York Agency 9 West 57th Street, 36th Floor New York, New York 10019 Attn: General Manager SECTION 6.4 ILLEGAL OR INVALID PROVISIONS DISREGARDED. In case any provision of this Loan Agreement shall for any reason be held r"" invalid, illegal or unenforceable in any respect, this Loan Agreement shall be construed as if such provision had never been contained herein. r SECTION 6.5 APPLICABLE LAw. This Loan Agreement shall be deemed to be a contract made in Florida and governed by Florida law. SECTION 6.6 ASSIGNMENTS. r The Governmental Unit shall not assign this Loan Agreement or any interest of the Governmental Unit herein, either in whole or in part. The Administrator on behalf of the Sponsor hereby assigns this Loan Agreement and the Governmental Unit Note attached hereto to the Trustee as provided in Section 3.9 hereof. Except as provided in Section 3.9 hereof this Loan Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. SECTION 6.7 AMENDMENTS. This Loan Agreement may not be amended except by an instrument in writing 11 signed by the parties and with the consent of each provider of a Local Letter of Credit, if any, and the Credit Facility Issuer, and, if such amendment occurs after the MC1,07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-28- I r f r r r issuance of the Bonds, with consent of the Trustee if required by Section 8.03 of the Indenture. SECTION 6.8 TERM OF AGREEMENT. This Loan Agreement and the respective obligations of the parties hereto shall be in full force and effect from the date hereof until the principal of and all interest on the Loan shall have been paid in full and the Governmental Unit shall have complied with Section 4.1(b) hereof. SECTION 6.9 HEADINGS. The captions or headings in this Loan Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. SECTION 6.10 NOTICE OF ExPECTATION OF OBLIGATION TO MAKE CERTAIN PAYMENTS. The Administrator shall promptly notify the Governmental Unit by telephone, followed by written notice, whenever earnings are reasonably expected to result in the Governmental Unit's obligation to make a Reserve Payment. SECTION 6.11 ENTIRE AGREEMENT. This Loan Agreement is the entire final agreement between the respective parties with respect to the Loan. This Loan Agreement incorporates provisions of the Indenture only to the extent expressly set forth in this Loan Agreement, and this Loan Agreement shall supersede all other agreements either written or oral between such parties with respect to the Loan. SECTION 6.12 LIMITATION OF INVESTMENT EARNINGS CREDIT. The Sponsor has reserved the right to determine the extent to which investment income on the other funds established under the Indenture (including any income from the Project Loan Fund) may be applied in determining the amount payable hereunder. The Governmental Unit will not receive as a credit against any payment due hereunder any amount of actual earnings on the proceeds of the Reserve Bonds, in excess of (a) fees and charges for the Liquidity Facility and Remarketing Agent in respect of the Reserve Bonds, (b) fees of the Trustee, Registrar and Paying Agent, and other applicable Costs and Expenses of the Program, and (c) interest on such Reserve Bonds. If such earnings are not sufficient to provide a credit for the items listed in (a) through (c) of the foregoing sentence, such earnings shall be applied in the priority in which such items are described, from (a) to (c). MCIr07/23/01 Rev -07/27/01 Rev -07/27/01-(2)-6480-1a-200113 refunding good money-29- C C F WITNESS: C F F 11 F I F F CITY OF GULF BREEZE, FLORIDA By: �tl . Mayor, of Gulf Breeze, Administrator F MCIr07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-30- F I F (SEAL) I ATTEST: F rBy: h4tsc-tic. • %'l Title: Assistant City Clerk 11 F I d t I r r F F CITY OF MIAMI BEACH, FLORIDA By: fx Title: Mayor F MCL -07/23/01 Rev -07/27/01 Ir Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-31- 'SEAL FITTEST: By: V11,11,quil 71fle: —112 P, Rj% Tl SUNTRUST BANK Trustee By: Ti VICE PRE ENT OFFICER MCL 07/23/01 Rev -07/27/01 Rev -07/27/01-(2)-6480-1.x20018 rrli110111 9004 11101ley-32- F STATE OF FLORIDA COUNTY OF SANTA ROSH I, 4aWX e4 Notary Public in and for the said County in the State aforesaid, do hereby ertify that Lane Gilchrist, personally known to me to be the same person whose is Mayor of the City of Gulf Breeze, Florida, and Administrator of the City's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985B, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed in the presence of two subscribing witnesses and delivered the said instrument as the free and voluntary act of said City and as his own free and voluntary act, for the uses and purposes therein set forth and took an oath. IN WITNESS WHEREOF, August, 2001. under my hand and notarial seal this /-t day of r (SEAL) EDWIN A. EDGY — MY COMMISSION N CC 890302 EXPIRES: November 22, 2003 A!�• Sanded 11xu Notary PuE6e WIderaldera r Personally Known t., -Z or f Produced Identification Type of Identification Produced r r r r r r MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-33- Notary Public My Commission Ends: Address: a YI HI i J ` + l F r r r F F STATE OF FLORIDA COUNTY OF MIAMI -DEAR' E I, 4~7P; //1A& :Y{ NTAZ-d a Notary Public in and for the said County in the State aforesaid, do hereby certify that Neisen O. Kasdin and Maria Martinez, personally known to me to be the same persons whose names are, respectively as Mayor and Assistant City Clerk of the City of Miami Beach, Florida, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth and took an oath. IN WITNESS WHEREOF, under my hand and notarial seal this �day of August, 2001. (SEAL) MM WTATOf 3 MONT 0 ;;t Pp MY com" M / CC 701078 EKPM -WMY Jr15, 2W „ '` Omded n.e Nary Nft Ua1�nrM O Personally Known --,/— or Produced Identification Type of Identification Produced MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-34- No blic My Commission Ends: Name: Address: STATE OF FLORIDA COUNTY OF L►2" el F, I, a Notary Public in and for the said County in the State aforesaid, do hereby certify that DERRYBERRY and Staceyj0bR80n , personally known to me to be the same persons whose names are, respectively as SCF PRESinFNI and CORPORATE TRUST OFFICFR of SunTrust Bank, subscribed to the foregoing instrument, appeared before me this day in person and -severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Bank, and delivered the said instrument as the free and voluntary act of said Bank and as their own free and voluntary act, for the uses and purposes therein set forth and took an oath. IN WITNESS WHEREOF, under my hand and notarial seal this day of Atngtl'st, 2001. JVXy eiy= Andrea L Lathrop .: ■- MY COMMISSION # CC831145 EXPIRES (SEAL)•April 26, 2003 BONDED TNRU V FAIN INSURANCE INC t Personally Known T___1 or Produced Identification Type of Identification Produced F F F r MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-35- %A) Y&L-bW Notary Public TT My Commiss on Ends:AUYI Name: , L .1 UZA 4f Address: C EXHIBIT A !- UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI BEACH r GOVERNMENTAL UNIT NOTE For value received, the City of Miami Beach, Florida (the "Governmental Unit"), a municipal corporation, organized and existing under the laws of the State of Florida, r' hereby promises to pay to the Trustee under the Indenture (as hereafter defined) as i assignee of the Sponsor (as hereafter defined), or to the Credit Facility Issuer, as its assignee, the principal sum of Two Million Two Hundred Thousand Dollars r- ($2,200,000), and to pay interest thereon from the date hereof, as follows: (a) The principal hereof shall be paid in annual installments on the dates r and in the amounts shown on "Schedule I" attached hereto; and the entire unpaid principal balance hereof, together with accrued interest hereon as provided below, shall be due and payable in full as set forth on said "Schedule I"; and (b) Interest on the unpaid principal balance hereof shall be paid in semi- annual installments at the rates and on the dates shown on Schedule "I," in accordance with the terms of the Loan Agreement of even date herewith (the "Loan r Agreement") between and among the City of Gulf Breeze, Florida (the "Sponsor"), the Governmental Unit and SunTrust Bank, as Trustee, the provisions of which are incorporated herein by reference. In addition to such amounts specified in Schedule "I," the actual amounts due in repayment of the Loan shall also include the Additional Loan Charges, including without limitation, the Reserve Payments and payments due in respect of the Costs and Expenses of the Program (solely as defined and described in the Loan Agreement), if such payments shall be due pursuant to the provisions of Section 3.3 or 3.5 of the Loan Agreement. Any payment required to be made with respect to the Loan which is received later than its due date shall bear interest from such due date at a rate equal to the higher of the rate of interest on this Note or the Prime Rate, plus two per centum per annum (the "Default Rate"). As set forth in the Loan Agreement, a default of the Governmental Unit may also result in a requirement that the Governmental Unit make certain additional payments with respect to a portion of the Debt Service Reserve Fund, as defined in the Loan Agreement. Notwithstanding anything otherwise contained in this Note, the interest rate on this Note and any other amounts payable by the Borrower under the Loan Agreement that are treated as interest under applicable law, shall not exceed the Maximum Rate r" as defined in the Loan Agreement; provided, that, in the event the imposition of such Maximum Rate shall ever cause the amount payable on this Note to be less than the amount of interest which would otherwise be computed pursuant to the Loan Agreement, this Note shall thereafter bear interest at the Maximum Rate until the MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-36- I earlier of (1) the final maturity of this Note or (2) such time as the total amount of r interest paid on this Note shall at such rate equals the amount of interest which would have been payable on this Note without regard to any Maximum Rate. All payments made hereunder from amounts in the Sinking Fund under the Loan Agreement shall be applied first to payment of accrued interest on the unpaid principal balance hereof at the aforesaid rate, and then to reduction of principal. Amounts due under the Loan Agreement for principal of and interest on the Loan and for Additional Loan Charges, including without limitation, the Reserve Payments and the amounts due in respect of the Costs and Expenses of the Program, shall be paid solely from Non -Ad Valorem Revenues (as defined in the Loan Agreement). In the !" event the full amount of this Note is not disbursed, the payments of principal due r hereunder shall be reduced ratably to reflect such reduction in the principal amount due hereunder, and a new Schedule "I" will be calculated by the Administrator. The principal hereof and interest hereon shall be paid to the Trustee as Assignee of the Sponsor (or to the Credit Facility Issuer, as its assignee) at such place as the Trustee may designate in writing. This Note evidences a loan made to the Governmental Unit pursuant to the r Loan Agreement, to refund a portion of a variable interest rate loan outstanding in the principal amount of $22,970,004 from the Sunshine State Governmental Financing Commission (the "Sunshine State Loan"), as described in the Loan Agreement (the "Financing Program") and the Governmental Unit has executed this Note to evidence r- allents due under said Loan Paym Agreement. Such Loan is being made by the Sponsor, from the proceeds of its Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985B (the 'Bonds"). The Bonds are issued under a r Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture") between the Sponsor and the Trustee. This Note may be paid prior to maturity in the manner and with the premium, if any specified in Section 3.4 of the Loan Agreement. The principal of and interest on the Governmental Unit Note and the Additional Loan Charges are payable solely from Non -Ad Valorem Revenues, in the manner, and r, subject to the limitations set forth in the Loan Agreement. The obligations of the Governmental Unit hereunder to pay all amounts are limited, special obligations payable from the Pledged Revenues in the manner, and subject to the limitations, set forth in the Loan Agreement. Pursuant to the Loan Agreement, the Governmental Unit r has covenanted to budget and appropriate funds from its Non -Ad Valorem Revenues sufficient to pay such amounts due hereon, all in the manner, and subject to the limitations, provided in the Loan Agreement. This Note and all payments due hereunder do not constitute a general obligation or indebtedness of the Governmental ! Unit, or a pledge of the faith, credit or taxing power of the Governmental Unit within the meaning of any constitutional or statutory provision or limitation. The (' Governmental Unit shall not be obligated (1) to exercise its taxing power to pay the principal of this Note, the interest thereon or other payments or costs incident thereto or under the Loan Agreement, including Additional Loan Charges, or (2) to pay the same from any other funds of the Governmental Unit except from the Non -Ad Valorem MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-37- I Revenues, all in the manner provided in the Loan Agreement. The acceptance of this Note by the holder from time to time hereof shall be deemed an agreement between the Governmental Unit and such holder that the obligation to pay principal of and interest on the Governmental Unit Note and the Additional Loan Charges, including without limitation the Reserve Payments and amounts due in respect of the Costs and Expenses of the Program, shall not constitute a lien upon any properly of the Governmental Unit, but shall constitute a lien only on the Pledged Revenues, in the manner provided in the Loan Agreement. The Governmental Unit shall be in default hereunder upon: (i) the nonpayment on or before the same is due of any payment described in paragraphs (a) or (b) of this Note or (ii) under the circumstances described in the Loan Agreement. In the event of such default hereunder, the holder hereof shall have any and all rights and remedies available to it under the Loan Agreement. No failure of the holder hereof to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or any other right at any other time. In addition to all other rights it may have, the holder hereof shall have the following rights, each of which may be exercised at any time: (i) to pledge, transfer or assign this Note in the manner prescribed herein or in the Loan Agreement and any renewals, extensions and modifications hereof, assigning therewith its rights in the Loan Agreement in accordance with the terms thereof and any such pledgee, transferee or assignee shall have all the rights of the holder hereof with respect to this Note and any renewals, extensions and modifications hereof and of the Loan Agreement so assigned therewith, and the holder hereof making such pledge, transfer or assignment shall be thereafter relieved from any and all liability with respect to the Loan Agreement so assigned: (ii) to notify the Governmental Unit or any other persons obligated under the Loan Agreement to make payment to the holder of this Note any amounts due or to become due thereon; and (iii) to apply any amounts received under or pursuant to the Loan Agreement against the principal of and interest on and other amounts payable under this Note. A payment made on this Note by or on behalf of the Governmental Unit shall also be deemed a payment made under the Loan Agreement. This Note shall not be assigned unless the Loan Agreement is included in the assignment. Upon the request of the holder hereof, this Note may be converted to a registered obligation and the Governmental Unit shall maintain books for the registrations of the transfer and exchange of this Note in compliance with the Florida Registered Public Obligations Act. It is hereby certified and recited that all acts, conditions and things required to happen, exist and be performed, precedent to and in the issuance of this Note, have happened, exist, and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida applicable thereto; and that the total indebtedness of the Governmental Unit, including this Note, does not exceed any constitutional, statutory or charter limitation. The terms and conditions of the Loan Agreement are made a part of this Note as fully as if set forth in full herein. Except as otherwise provided herein, all capitalized MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money-38- r f terms used herein which are defined in the Loan Agreement shall have the meanings set forth in the Loan Agreement. F F F r F F r C F F 1 MCIr07/23/01 Rev -07/27/01 f Rev -07/27/01 -(2) -6480 -1a -2001B refunding good money-39- F IN WITNESS WHEREOF, the City of Miami Beach, Florida, has issued this Governmental Unit Note and has caused the same to be manually signed by the Mayor of the City of Miami Beach, Florida, and the corporate seal of the City of Miami Beach, Florida, to be affixed, impressed, lithographed or reproduced hereon, and attested by the Assistant City Clerk of the City of Miami Beach, Florida, all as of this 1st day of August, 2001. CITY OF MIAMI BEACH, FLORIDA (SEAL OF THE CrM By: Title: Mayor, City of Miami Beach ATTEST: By: Title: Assistant City Clerk Mc1.07/23/01 Rev -07/27/01 Rev -07/27/01-(2)-6480-1a-20018 refunding good money-40- l "I" SCHEDULE $2,200,000 CITY OF MIAMI BEACH, FLORIDA GOVERNMENTAL UNIT NOTE r' GULF BREEZE VRDS SERIES 1985B DEBT SERVICE SCHEDULE AUGUST 1, 2001 r DATE PRINCIPAL INTEREST 8/1/01 12/1/01 $35,641.67 6/l/02 53,462.50 12/1/02 $110,000 53,462.50 6/1/03 50,575.00 12/1/03 120,000 50,575.00 r' f 6/1/04 47,425.00 12/1/04 125,000 47,425.00 6/1/05 44,143.75 12/1/05 130,000 44,143.75 6/1/06 40,731.25 r I 12/1/06 140,000 40,731.25 6/1/07 37,406.25 12/1/07 145,000 37,406.25 6/1/08 33,962.50 12/1/08 150,000 33,962.50 6/1/09 30,400.00 12/1/09 160,000 30,400.00 6/l/10 26,600.00 i I 12/l/10 165,000 26,600.00 6/l/11 22,681.25 r I 12/1/11 175,000 22,681.25 6/1/12 18, 525.00 r— I 12/1/12 180,000 18,525.00 6/1/13 14, 250.00 12/1/13 190,000 14,250.00 6/1/14 9,737.50 12/1/14 200,000 9,737.50 6/1/15 4,987.50 MCL�07/23/01 Rev -07/27/01 Rev -07/27/01 -(2) -6480 -la -2001B refunding good money -41 - FISCAL TOTAL $35,641.67 216,925.00 221,150.00 219,850.00 218,287.50 221,462.50 219,812.50 217,925.00 220,800.00 218,200.00 220,362.50 217,050.00 218,500.00 219,475.00 12/1/15 1 210,000 TOTAL 1 $2,200,000 4,987.50 $905,416.67 MCL -07/23/01 Rev -07/27/01 Rev -07/27/01 -12? -6480 -1a -2001B refunding good money -42- 219,975.00 j $3,105,416.67 .r UNITED STATES OF AMERICA SPEFLORIDACIMENSTATE OF CITY OF MIAMI BEACH GOVERNMENTAL UNIT NOTE r For value received, the City of Miami Beach, Florida (the "Governmental Unit"), a municipal corporation, organized and existing under the laws of the State of Florida, hereby promises to pay to the Trustee under the Indenture (as hereafter defined) as assignee of the Sponsor (as hereafter defined), or to the Credit Facility Issuer, as its assignee, the principal sum of Two Million Two Hundred Thousand Dollars ($2,200,000), and to pay interest thereon from the date hereof, as follows: r (a) The principal hereof shall be paid in annual installments on the dates and in the amounts shown on "Schedule I" attached hereto; and the entire unpaid r principal balance hereof, together with accrued interest hereon as provided below, shall be due and payable in full as set forth on said "Schedule I"; and r- (b) Interest on the unpaid principal balance hereof shall be paid in semi- annual installments at the rates and on the dates shown on Schedule "I," in accordance with the terms of the Loan Agreement of even date herewith (the "Loan Agreement") between and among the City of Gulf Breeze, Florida (the "Sponsor"), the Governmental Unit and SunTrust Bank, as Trustee, the provisions of which are incorporated herein by reference. i- In addition to such amounts specified in Schedule "I," the actual amounts due in repayment of the Loan shall also include the Additional Loan Charges, including without limitation, the Reserve Payments and payments due in respect of the Costs r" and Expenses of the Program (solely as defined and described in the Loan Agreement), if such payments shall be due pursuant to the provisions of Section 3.3 or 3.5 of the Loan Agreement. Any payment required to be made with respect to the Loan which is r received later than its due date shall bear interest from such due date at a rate equal — to the higher of the rate of interest on this Note or the Prime Rate, plus two per r centum per annum (the "Default Rate"). ` As set forth in the Loan Agreement, a default of the Governmental Unit may also result in a requirement that the Governmental Unit make certain additional payments with respect to a portion of the Debt Service Reserve Fund, as defined in the Loan Agreement. Notwithstanding anything otherwise contained in this Note, the interest rate on this Note and any other amounts payable by the Borrower under the Loan Agreement that are treated as interest under applicable law, shall not exceed the Maximum Rate as defined in the Loan Agreement; provided, that, in the event the imposition of such r Maximum Rate shall ever cause the amount payable on this Note to be less than the amount of interest which would otherwise be computed pursuant to the Loan Agreement, this Note shall thereafter bear interest at the Maximum Rate until the earlier of (1) the final maturity of this Note or (2) such time as the total amount of interest paid on this Note shall at such rate equals the amount of interest which would have been payable on this Note without regard to any Maximum Rate. Series 2001 B -1- p E CIM EN SPECIMEN All payments made hereunder from amounts in the Sinking Fund under the Loan Agreement shall be applied first to payment of accrued interest on the unpaid principal balance hereof at the aforesaid rate, and then to reduction of principal. Amounts due under the Loan Agreement for principal of and interest on the Loan and r for Additional Loan Charges, including without limitation, the Reserve Payments and the amounts due in respect of the Costs and Expenses of the Program. shall be paid solely from Non -Ad Valorem Revenues (as defined in the Loan Agreement). In the event the full amount of this Note is not disbursed, the payments of principal due r hereunder shall be reduced ratably to reflect such reduction in the principal amount due hereunder, and a new Schedule "I" will be calculated by the Administrator. r"The principal hereof and interest hereon shall be paid to the Trustee as Assignee of the Sponsor (or to the Credit Facility Issuer, as its assignee) at such place as the Trustee may designate in writing. This Note evidences a loan made to the Governmental Unit pursuant to the Loan Agreement, to refund a portion of a variable interest rate loan outstanding in the r- principal amount of $22,970,000 from the Sunshine State Governmental Financing Commission (the "Sunshine State Loan"), as described in the Loan A6.:.."..:, A (the "Financing Program") and the Governmental Unit has executed this Note to evidence all payments due under said Loan Agreement. Such Loan is being made by the r Sponsor, from the proceeds of its Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985B (the "Bonds"). The Bonds are issued under a _ Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture") between the Sponsor and the Trustee. This Note may be paid prior to maturity in the manner and with the premium, if any specified in Section 3.4 of the Loan Agreement. �^- The principal of and interest on the Governmental Unit Note and the Additional Loan Charges are payable solely from Non -Ad Valorem Revenues, in the manner, and subject to the limitations set forth in the Loan Agreement. The obligations of the Governmental Unit hereunder to pay all amounts are limited, special obligations payable from the Pledged Revenues in the manner, and subject to the limitations, set forth in the Loan Agreement. Pursuant to the Loan Agreement, the Governmental Unit has covenanted to budget and appropriate funds from its Non -Ad Valorem Revenues sufficient to pay such amounts due hereon, all in the manner, and subject to the limitations, provided in the Loan Agreement. This Note and all payments due r hereunder do not constitute a general obligation or indebtedness of the Governmental Unit, or a pledge of the faith, credit or taxing power of the Governmental Unit within the meaning of any constitutional or statutory provision or limitation. The Governmental Unit shall not be obligated (1) to exercise its taxing power to pay the k principal of this Note, the interest thereon or other payments or costs incident thereto ! or under the Loan Agreement, including Additional Loan Charges, or (2) to pay the same from any other funds of the Governmental Unit except from the Non -Ad Valorem Revenues, all in the manner provided in the Loan Agreement. The acceptance of this Note by the holder from time to time hereof shall be deemed an agreement between the Governmental Unit and such holder that the obligation to pay principal of and interest F F Series 2001B -2- SPECIMEN SPECIMEN r on the Governmental Unit Note and the Additional Loan Charges, including without limitation the Reserve Payments and amounts due in respect of the Costs and Expenses of the Program, shall not constitute alien upon any property of the Governmental Unit, but shall constitute alien only on the Pledged Revenues, in the manner provided in the Loan Agreement. F The Governmental Unit shall be in default hereunder upon: (i) the nonpayment on or before the same is due of any payment described in paragraphs (a) or (b) of this Note or (fi) under the circumstances described in the Loan Agreement. In the event of r such default hereunder, the holder hereof shall have any and all rights and remedies available to it under the Loan Agreement. No failure of the holder hereof to exercise any right hereunder shall be construed as a waiver of the right to exercise the same or (" any other right at any other time. In addition to all other rights it may have, the holder hereof shall have the following rights, each of which may be exercised at any time: (i) to pledge, transfer or assign this Note in the manner prescribed herein or in the Loan Agreement and any renewals, extensions and modifications hereof, assigning therewith its rights in the Loan Agreement in accordance with the terms thereof and any such pledgee, transferee or assignee shall have all the rights of the holder hereof with respect to this Note and any renewals, extensions and modifications hereof and of the Loan Agreement so assigned therewith, and the holder hereof making such pledge, transfer or assignment shall be thereafter relieved from any and all liability with respect to the Loan Agreement so assigned; (ii) to notify the Governmental Unit or any other persons obligated under the Loan Agreement to make payment to the holder of this Note any i amounts due or to become due thereon; and (iii) to apply any amounts received under or pursuant to the Loan Agreement against the principal of and interest on and other (� amounts payable under this Note. A payment made on this Note by or on behalf of the Governmental Unit shall also be deemed a payment made under the Loan Agreement. This Note shall not be assigned unless the Loan Agreement is included in the assignment. Upon the request of the holder hereof, this Note may be converted to a r registered obligation and the Governmental Unit shall maintain books for the registrations of the transfer and exchange of this Note in compliance with the Florida Registered Public Obligations Act. im F F It is hereby certified and recited that all acts, conditions and things required to happen, exist and be performed, precedent to and in the issuance of this Note, have happened, exist, and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida applicable thereto, and that the total indebtedness of the Governmental Unit, including this Note, does not exceed any constitutional, statutory or charter limitation. The terms and conditions of the Loan Agreement are made a part of this Note as fully as if set forth in full herein. Except as otherwise provided herein, all capitalized terms used herein which are defined in the Loan Agreement shall have the meanings set forth in the Loan Agreement. rSerles 2001 B F SPECIMEN .7 r r SPECIMEN M WITNESS w rmtau& , a, the City of Miami Beach, Florida, has issued this Governmental Unit Note and has caused the same to be manually signed by the Mayor of the City of Miami Beach, Florida, and the corporate seal of the City of Miami Beach, Florida, to be affixed, impressed, lithographed or reproduced hereon, and attested by the Assistant City Clerk of the City of Miami Beach, Florida, all as of this 1st day of August, 2001. (SEAL OF THE CnY) ATTEST: Series 2001 B CITY OF MIAMI BEACH, FLORIDA lr� �irfi il.;■ W ►'r s SPECIMEN -4- SPECIMEN SCHEDULE "I" $2,200,000 CITY OF MIAMI BEACH, FLORIDA GOVERNMENTAL UNIT NOTE GULF BREEZE VRDS SERIES 1985B DEBT SERVICE SCHEDULE r AUGUST 1, 2001 DATE PRINCIPAL INTEREST FISCAL TOTAL 8/1/01 12/1/01 $35,641.67 $35,641.67 6/l/02 53,462.50 12/1/02 $110,000 53,462.50 216,925.00 l 6/1/03 50,575.00 l 12/1/03 120,000 50,575.00 221,150.00 6/1/04 47,425.00 r12/1/04 125,000 47,425.00 219,850.00 6/1/05 44,143.75 r 12/1/05 130,000 44,143.75 218,287.50 6/1/06 40,731.25 12/1/06 140,000 40,731.25 221,462.50 6/1/07 37,406.25 12/1/07 145,000 37,406.25 219,812.50 6/1/08 33,962.50 12/1/08 150,000 33,962.50 217,925.00 6/1/09 30,400.00 12/1/09 160,000 30,400.00 220,800,00 6/l/10 26,600.00 12/1/10 165,000 26,600.00 218,200,00 6/l/11 22,681.25 12/l/11 175,000 22,681.25 220,362.50 6/1/12 18,525.00 12/1/12 180,000 18,525.00 217,050.00 (— 6/1/13 14,250.00 I I 12/1/13 190,000 14,250.00 218,500.00 6/1/14 9,737.50 12/1/14 200,000 9,737.50 219,475.00 r fl 6/1/15 4,987.50 t �., sezies 2001s -5- CIMEN SPECIMEN 12/1/15 210,0004,987.50 219,975.00 r- TOTAL $2,200,000 $905,416.67 $3,105,416.67 SPECIMEN r r . r r r r r r r r r r r Se les 2001 B -6- 0 r OFFICERS' CERTIFICATE r This certificate is made by the City of Miami Beach, Florida (the "Governmental Unit") to the City of Gulf Breeze, Florida (the "Sponsor"), SunTrust Bank, as Trustee (the T "Trustee"), Financial Guaranty Insurance Company (the "Credit Facility Issuer"), and to the Sponsor's respective counsel and bond counsel, in connection with a loan (the "Loan") from the Sponsor to the Governmental Unit, in the amount of $2,200,000 from the proceeds of the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985B (the "Program Bonds"). The Loan is evidenced by Governmental Unit Note, Series 2001B of even date herewith (the "Governmental Unit r' Note") issued pursuant to a Loan Agreement by and among the Sponsor, the Trustee and the Governmental Unit (the "Loan Agreement"). Capitalized terms used herein which are defined in the Loan Agreement shall have the meanings set forth therein unless the context expressly requires otherwise. The Governmental Unit, by the undersigned officers, hereby certifies that: r1. The Governmental Unit is a municipal corporation duly organized and validly existing under the laws of the State of Florida. The Governmental Unit has full r right, power and lawful authority to enter into, execute and perform its obligations under, the Loan Agreement and the Governmental Unit Note. 2. Attached hereto as Exhibit "A" is a true, correct and complete certified copy r- of Resolution No. 2001-24500 of the governing body of the Governmental Unit, duly adopted June 27, 2001 (the "Authorizing Resolution"), authorizing the execution and delivery of the Governmental Unit Note and the Loan Agreement. Such Authorizing ! ' Resolution was duly adopted in accordance with all procedural rules as specified in Chapter 163 and 166, Florida Statutes, as amended. Said Authorizing Resolution has �- not been amended, modified or repealed and is in full force and effect on the date hereof. 3. The names of the members of the governing body of the Governmental Unit, their respective offices and the dates of expiration of their respective terms of office are as Ffollows: Name Title Term Begins Terms Ends �. Neisen O. Kasdin Mayor November 1999 November 2001 Matti Herrera Bower Vice -Mayor November 1997 November 2003 David Dermer Commissioner November 1999 November 2001 Simon Cruz Commissioner November 1999 November 2003 Luis R. Garcia, Jr. Commissioner November 1999 November 2003 Nancy Liebman Commissioner November 1997 November 2001 Jose Smith Commissioner November 1997 November 2001 t 4. Such of the above persons as are required by law to file oaths of office and bonds or undertakings have duly filed such oaths and filed such bonds or undertakings r- in the amount and manner required by law. 0 l 5. Each of the below named individuals, who have executed the Loan r Agreement and the Governmental Unit Note, have been duly elected or appointed as an CMCL-07/23/01-6480-2001BClosdoes-Offcert 1 officer of the Governmental Unit and is authorized to act for and on behalf of the Governmental Unit in connection with the execution of such documents, and the signature set opposite the name of such officer is a genuine specimen of such officer's signature: Name Nelsen O. Kasdin Maria Martinez 3flecimen ature Office Mayor Assistant City Clerk 6. We further certify and attest that on August 1, 2001, the Governmental Unit Note was duly executed by the manual signatures of the said Mayor and Assistant City Clerk of the Governmental Unit. 7. We further certify that on the date of the execution of the Governmental Unit Note and the Loan Agreement, and on this date, such officers were and are the duly chosen, qualified and acting officers authorized to execute the Governmental Unit Note and the Loan Agreement. 8. We further certify and attest that said Mayor and Assistant City Clerk did, on August 1, 2001, duly execute on behalf of the Governmental Unit and deliver to the other parties thereto, the Loan Agreement. 9. The Loan Agreement and the Governmental Unit Note have each been duly authorized, executed and delivered by the Governmental Unit. 10. The Governmental Unit's actions in making and performing the Loan Agreement and issuing the Governmental Unit Note have been duly authorized by all necessary official action and will not violate or conflict with any applicable provision of the Constitution, or law of the State of Florida, or any ordinance, resolution, governmental rule or regulation, agreement, instrument or other document by which the Governmental Unit or its funds or properties are bound. 11. The Pledged Funds and the Pledged Revenues are not pledged or r encumbered in any manner, except in respect of the payment of principal of and interest on the Governmental Unit Note and other amounts due under the Loan Agreement. The Pledged Funds and the Pledged Revenues are pledged to secure repayment of the r Governmental Unit Note, as set forth in the Authorizing Resolution and the Loan Agreement. 12. The Governmental Unit certifies that the net proceeds of the Loan will only j be used for the purpose of paying the Cost of the Financing Program, as defined in the Loan Agreement. F 1 MCL -07/23/01-6480-2001B Closdoes-Offeert 2 F r r 13. The Governmental Unit is not in breach of or in default under any existing law, court or administrative regulation, decree, order, agreement, indenture, mortgage, lease, sublease or other instrument to which it is a party or by which it is bound, and no event has occurred or is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default thereunder, except for such minor breaches, defaults or potential defaults or events of default, if any, which individually and in the aggregate would have no material adverse effect on the Governmental Unit's financial condition, operations or properties. 14. The execution and delivery, and due performance by the Governmental Unit of the Loan Agreement, the Governmental Unit Note, and the Authorizing Resolution (the "Loan Documents") and compliance with the provisions thereof, do not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under its enabling legislation, any existing resolution or ordinance of the Governmental Unit, any existing law, court or administrative regulation, decree, order or any agreement, indenture, lease or other instrument to which the Governmental Unit is a party or by which it or any of its properties is bound. 15. To the knowledge of the Governmental Unit, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body pending or threatened against or affecting the Governmental Unit, contesting the lawful existence or due organization of the Governmental Unit, or wherein an unfavorable decision, ruling or finding (i) would have a material adverse effect on the financial condition of the Governmental Unit, the operation by the Governmental Unit of the Project financed with the proceeds of the Refunded Bonds, its facilities and its other properties, the levy, collection or receipt by the Governmental Unit of the sources provided to secure the repayment of the Governmental Unit Note in the Loan Agreement, or the functioning of the Governmental Unit or an adverse effect on the payment by the Governmental Unit of the amounts due under the Loan Agreement in the manner and time required thereby, or the tax-exempt status of the Governmental Unit as a governmental entity or (ii) would have an adverse effect on the validity or enforceability of the Loan Documents. 16. No final judgment for the payment of money has been rendered against the Governmental Unit, unless within sixty (60) days from the entry thereof, (i) such final judgment has been discharged or the amount required by such final judgment deposited in the registry of the .court, or (ii) the Governmental Unit has taken and is diligently prosecuting an appeal therefrom, or from the order, decree or process, upon which or pursuant to which such final judgment was granted or entered, and has caused the execution or levy under such final judgment, order, decree or process or the enforcement thereof to be stayed pending the determination of such appeal, or (iii) the Governmental Unit has provided for the payment or securing of such final judgment in a manner satisfactory to the Credit Facility Issuer. 17. The Governmental Unit has duly performed and complied with all the obligations, agreements and conditions on its part to be performed or complied with under the Loan Agreement at or prior to the date hereof. The Governmental Unit has authorized, by all necessary action, the execution, delivery and due performance of the Governmental Unit Note, the Loan Documents and any and all such other agreements and documents as may be required to be executed, delivered and received by the MCL -07/23/01-6480-2001B Closdoes-Offceri 3 I Governmental Unit to carry out, give effect to and consummate the transactions r- contemplated by the Loan Agreement, and such authorization has not been modified, amended or repealed. 18. The Governmental Unit Note has been duly authorized pursuant to the Loan Agreement and the Authorizing Resolution delivered by the Governmental Unit in connection with the issuance of the Governmental Unit Note on the date hereof. The Authorizing Resolution was duly adopted in accordance with all procedural rules r applicable to the Governmental Unit, and has not been the subject of repeal or modification since the date of its adoption and is in full force and effect as of the date hereof. 19. The Governmental Unit will apply the net proceeds from the Loan in accordance with the Loan Agreement and the Tax and Non -Arbitrage Certificate of the Governmental Unit dated the date hereof. 20. The Governmental Unit Note conforms to the authorization therefor contained in the Authorizing Resolution and the Loan Agreement; and the Governmental Unit Note, when issued, executed and delivered in accordance with the Authorizing Resolution and the Loan Agreement, will be a validly issued and outstanding obligation of r . the Governmental Unit entitled to the benefits of the Loan Agreement, and the Loan Agreement, when duly executed, delivered, Bled as required by Section 163.01(11), Florida Statutes, and funded, will be a binding agreement of the Governmental Unit in accordance with their terms; however, the enforceability of remedies against the ! Governmental Unit may be subject to the exercise of judicial discretion in accordance with general principles of equity and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally or by such principles of equity as a court having jurisdiction may impose with respect to ! certain remedies which require or may require, enforcement by a court of equity heretofore or hereafter enacted. 21. To the best of our knowledge, all approvals, consents and orders of any governmental authority or agency having jurisdiction of the matter which would r constitute a condition precedent to the execution and delivery of the Loan Documents and the Governmental Unit Note and the performance by the Governmental Unit of its obligations thereunder have been obtained. 22. We further certify that the seal impressed upon this certificate is the legally adopted, proper and only official seal of the Governmental Unit; and that the seal has been impressed or imprinted upon the Governmental Unit Note. 23. The representations and warranties pertaining to the Governmental Unit as contained in the Loan Documents are true and correct as of the date hereof. 24. We have no knowledge of any legislation adopted by the 2001 Session of the Florida Legislature that restricts or otherwise adversely affects the Governmental Unit's power to issue the Governmental Unit Note or its ability to provide for the payment of the principal thereof and interest thereon in the manner provided in the Loan Agreement. t F MCL-07/23/01-6480-2001B Closdocs-Offcert 4 ►1 r 25. All decisions made with respect to the Governmental Unit Note, the security therefor and the application of the proceeds thereof, were made at public meetings of the Governmental Unit, held after due notice to the public was given in the ordinary manner required by law and custom of the Governmental Unit. r MCL -07/23/01-6480-2001B Closdocs-Offcert 5 P t IN WITNESS WHEREOF, the below -named officers of the governing body of the Governmental Unit have hereunto set their respective signatures as such officers and have affixed the official seal of the Governmental Unit this 1st day of August, 2001. (SEAL) CITY OF MIAMI BEACH, FLORIDA By:4 Neisen 6. Kasdin, Mayor ATTEST: MARIA MARTINEZ ASSISTANT CITY CLERK By: %r c�' & %o--"� Its: Assistant City Clerk MCL07/23/01-6480-2001HClosdocs-Ofcert 6 EXHIBIT "A" �- RESOLUTION 2001-24500 t PLEASE SEE INDEX TAB # 1 OF THIS TRANSCRIPT P I F F F F F F F I F F r I ' F FCERTIFICATE OF COMPLIANCE WITH MAXIMUM INTEREST RATE The undersigned official of the City of Miami Beach, Florida (the "Governmental r' Unit"), DOES HEREBY CERTIFY, pursuant to Section 215.84, Florida Statutes, as amended (the "Statute"), as to the computation of the interest rate on the Governmental Unit's $2,200,000 Governmental Unit Note, Series 2001B dated as of r August 1, 2001, funded from the proceeds of the Gulf Breeze, Florida, Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985B (herein being referred to as the "Governmental Unit Note"), as follows: i1. The undersigned is authorized to execute this certificate on behalf of the { Governmental Unit. r 2. The Statute provides that governmental bonds may bear interest at a rate not to exceed an average net interest cost rate which shall be computed by adding 300 basis points to The Bond Buyer "20 Bond Index" published immediately preceding the first day of the calendar month in which the governmental bonds are sold. The Governmental Unit Note bearing a net interest cost rate of 4.8767306% was awarded to the Gulf Breeze, Florida Local Government Loan Program on August 1, 2001 (the "Program"). The fixed rate of interest will not change during the life of the Governmental Unit Note. Accordingly, the interest rate for the Governmental Unit Note complies with the Statute based upon the Bond Buyer "20 Bond Index" of 5.14% for the week of July 26, 2001. F J I r r r 1 MCL -07/23/01-2001B Closdocs-certcomp -1- r r r IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Governmental Unit on this 1 st day of August, 2001. ` THE CITY OF MIAMI BEACH, FLORIDA (Seal) 49v'ace� (' Its: Chief Financial Officer F I F F F F F F F FMCL -07/23/01-2001 B Closdocs-certcomp -2- TAX AND NON -ARBITRAGE CERTIFICATE I, the undersigned officer of the City of Miami Beach, Florida (the "Governmental Unit"j, being the person duly charged, with others, with responsibility for borrowing and issuing $2,200,000 principal amount of the Governmental Unit Note, Series 2001E dated as of the date hereof (the "Governmental Unit Note") being issued pursuant to Resolution No. 2001-24500 duly adopted by the Governmental r- Unit on June 27, 2001 (the "Authorizing Resolution"), and a Loan Agreement dated as of August 1, 2001 (the "Loan Agreement"), by and among the Governmental Unit, SunTrust Bank, as Trustee (the "Trustee") and Lane Gilchrist, Mayor, acting on behalf (- of the City of Gulf Breeze, Florida (the "Sponsor") as Administrator (the "Administrator") DO HEREBY CERTIFY TEAT: r(1) Except as otherwise expressly provided herein, or unless the context clearly requires otherwise, all capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement. (2) The Governmental Unit Note is being issued to provide funds to finance the refunding of a portion of a loan outstanding in the principal amount of $22,970,000 (the portion being so refunded, the "Refunded Bonds"j from the Sunshine r State Governmental Financing Commission (the "Commission"). The Governmental Unit Note of even date herewith, is issued by the Governmental Unit in the principal j� amount of $2,200,000. ( (3) On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the following with respect to the $2,200,000 (the r "Original Proceeds") of the Governmental Unit Note: t (a) Of the Original Proceeds of the Loan, the amount of $3,300.00 shall be used within ninety (90) days of the date hereof to pay the costs of issuing and closing the Loan. �. (b) (ij Pursuant to the Loan Agreement, the balance of the Original Proceeds of the Loan will be applied to currently refund the Refunded Bonds on the ` date hereof. (ii) The estimated Cost of the Financing Program, together with expenses of issuing the Governmental Unit Note, will not be less than the Original Proceeds of the Governmental Unit Note. It is not expected that any of the Original ?� Proceeds will be held or invested for more than 30 days. t (c) No portion of the proceeds of the Refunded Bonds were used to refund prior indebtedness or obligations of the Governmental Unit. (d) The Loan is payable from the sources provided therefor in the Loan Agreement deposited in the Sinking Fund and the Revenue Fund in the manner described in the Loan Agreement. Except for the Sinking Fund and the Revenue Fund provided in the Loan Agreement, there are no funds or accounts of the Governmental Unit which reasonably will be expected to be used to pay debt service on the Loan or MCL,07/26/01 Rev -07/30/01(02) Rev-07j30J01(N3)-6480-Seriee20018Clowdocs-Non-Arb -1- which will secure the Governmental Unit Note and as to which there is reasonable assurance that amounts on deposit therein will be available to pay debt service on the Governmental Unit Note if the Governmental Unit encounters financial difficulties. i (e) All moneys and investment income in the Sinking Fund will be r applied, within twelve (12) months of deposit therein, to the payment to the Trustee of amounts due from the Sinking Fund under the Loan Agreement. Such fund is established for the purpose of matching the revenues of the Governmental Unit r- available for payment of the principal of and interest on the Governmental Unit Note to the debt service on the Governmental Unit Note. Any amounts in the Sinking Fund which are invested will be invested as part of a bona fide Sinking Fund for the Governmental Unit Note, without yield restriction. (f) No portion of the proceeds of the Governmental Unit Note will be r. used as a substitute for other funds of the Governmental Unit which were otherwise set aside and earmarked to refund any portion of the Refunded Bonds and which will be used to acquire, directly or indirectly, obligations producing a yield in excess of the yield of the Bonds. (4) No portion of the Cost of the Financing Program being financed from the proceeds of the Loan has been financed from any other source, except from the r sources provided therefor in the Loan Agreement. All of the proceeds of the Refunded Bonds were used to finance capital projects owned and operated by the Governmental (� Unit. I (5) The transaction has not been structured to cause the Governmental Unit to deliver the Governmental Unit Note in a larger principal amount than otherwise r would have been necessary or to deliver the Governmental Unit Note sooner or allow it " to remain outstanding longer than otherwise would have been necessary in order to exploit the difference between tax-exempt and taxable interest rates to gain a material - financial advantage. For purposes of this paragraph (5), the use of the proceeds of the Loan to refund the outstanding Refunded Bonds is not in and of itself deemed to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage. (6) Except for the Governmental Unit's $5,000,000 Governmental Unit Note, r Series 2001E1, $10,000,000 Governmental Unit Note, Series 2001E2, $7,500,000 Governmental Unit Note, Series 2001E3, $7,755,000 Governmental Unit Note, Series 2001C1, $9,390,000 Governmental Unit Note, Series 2001C2, and $5,300,000 r Governmental Unit Note, Series 2001C3 being issued to the Trustee on the date hereof for the purposes described in the respective Loan Agreements for such Notes, no other t obligations are being sold by the Governmental Unit or any related entity at substantially the same time as the Governmental Unit Note, pursuant to a common plan of financing with the Governmental Unit Note, which will be paid out of substantially the same source of funds (or will have substantially the same claim to be j� paid out of substantially the same source of funds) as the Governmental Unit Note. ( (7) None of the sources pledged to the repayment of the Governmental Unit Note as identified in the Loan Agreement will be derived directly or indirectly from the - United States of America or any instrumentality thereof, in any amounts related to the i MCL 07/26/01 Rev -07/30/01(#2) Rev-07/30/01(0)4480-8exies 2001E C3os *-Non-Arh -2- F Governmental Unit Note or the Project being refinanced with the Loan, except to the extent of use of the Project on the same basis as use by members of the general k public. k (8) (a) -No more than five percent (5%) of the proceeds of the Refunded '- Bonds or of the Original Proceeds plus investment earnings thereon have been or will be used, directly or indirectly, in whole or in part, in any activity carried on by any (' person other than a state or local governmental unit. (b) The payment of more than five percent (50/6) of the debt service on the Refunded Bonds was not, and more than five percent (5%) of the payment of the principal of or the interest on the Governmental Unit Note will not be, directly or indirectly (i) secured by any interest in (A) property used or to be used in any activity carried on by any person other than a state, or local governmental unit or (B) payments in respect of such property or (ii) on a present value basis, derived from k payments (whether or not to the Governmental Unit) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. (c) No more than five percent (50/6) of the Original Proceeds and investment earnings thereon will be used, directly or indirectly, to make or finance loans to any persons. (d) No users of the Governmental Unit's Project refinanced with the (� Loan, other than state or local governmental units, will use more than five percent (5%) of the Governmental Unit's Project, on any basis other than the same basis as the general public; and no persons other than a state or local governmental units will be r- users of more than five percent (5%) of the Governmental Unit's Project as a result of (i) ownership, (ii) actual or beneficial use pursuant to a lease or a management, service, incentive payment or output contract, or (iii) any other similar arrangement, agreement or understanding, whether written or oral. (9) The Governmental Unit reasonably expects that the amount paid to retire the Refunded Bonds will be applied by the Commission within 90 days hereof to retire outstanding obligations used to fund the loan represented by the Refunded Bonds. (10) The Governmental Unit has not received notice that this Certificate may rnot be relied upon with respect to its own issues nor has it been advised that any such adverse action by the Commissioner of Intemal Revenue is contemplated. (11) The Governmental Unit is not in default under the covenants and provisions of the Refunded Bonds and the loan agreement in respect thereto with the rCommission. ` To the best of my knowledge, information and belief, the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other r- than those expressed herein that would materially affect the expectations herein l expressed. MCL -07/26/01 Rev -07/30/01(02) CRev -07/30/01(03) -6480 -Series 2001E Closedocs-Non-Arb -3- r r IN WITNESS WHEREOF, I have hereunto set my hand as of the 1st day of I August, 2001. THE CITY OF AC ADS BEACH, FLORIDA 11 r 11 F F F F F F F E MCL -09/26/01 -6480 -Series 2001B Closedocs-Non-Arb -4- -4��b't By: (' Its: Chief Financial Officer 11 r 11 F F F F F F F E MCL -09/26/01 -6480 -Series 2001B Closedocs-Non-Arb -4- i=b+-+'r'•S'+�1, �qd�l' 4°.� .p,, yldhrliie.., I CERTIFICATION OF SPONSOR REGARDING +r TAR AND NON -ARBITRAGE CERTIFICATE I In reliance upon the certifications, representations and expectations expressed r in the Tax and Non -Arbitrage Certificate dated as of August 1, 2001 (the "Certificate") of the City of Miami Beach, Florida (the "Governmental Unit") and the representation made by the Governmental Unit in the Loan Agreement referred to in such Certificate, the City of Gulf Breeze, Florida (the "Sponsor'l, hereby adopts said certifications, representations and expectations. The Sponsor hereby certifies that the Loan is being made by the Sponsor to the Governmental Unit pursuant to the terns of the Loan r- Agreement and this Certificate. The Sponsor hereby further certifies that except as otherwise specified in this Certificate, all amounts paid to the Sponsor in connection with its Governmental Unit Note, Series 2001B dated as of August 1, 2001 (the r- "Governmental Unit Note") will be expended upon receipt to reimburse the Sponsor for Its costs and expenses incurred in connection with the issuance of the Governmental Unit Note. The Sponsor hereby certifies that the aggregate amount of proceeds of all outstanding Loans (including all Loans being made to the Governmental Unit on the date hereof) which are used or expected to be used in the trade or business of private r' persons does not exceed twenty-five percent (250/6) of the net proceeds (after deduction of issuance costs and reserves) of the Sponsor's $500,000,000 Floating Rate Demand j� Revenue Bonds, Series 1985 A through E. t To the best knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the conclusions and representations set out in the foregoing Certificate and the expectations set out therein are reasonable. �- The undersigned further certifies that the Sponsor has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer that may not certify its bonds. r MC1,07/23/01-6480-2001B Closdocs-Spon-arb -1- t WITNESS, the signature of the undersigned Mayor, an officer of the Sponsor who is charged with the responsibility for issuing the Governmental Unit Note above mentioned as of the date subscribed to the foregoing Certificate of the Governmental Unit, as of this 1 st day of August, 2001. t I F F F F F FMC"7/23/01-6480-20018 Closdocs-Spon-arb -2- CITY OF GULF BREEZE. FLORIDA yis- Mayor !r� F CERTIFICATE OF FINANCIAL. ADVISOR r Government Credit Corporation, by its undersigned officer in connection with a loan by the City of Gulf Breeze, Florida (the "Sponsor"), to the City of Miami Beach, r- Florida (the "Governmental Unit") in the amount of $2,200,000 (the "Governmental Unit Note"), pursuant to a Loan Agreement, dated as of August 1, 2001 (the "Loan Agreement"), by and among the Governmental Unit, the Sponsor and SunTrust Bank, as Trustee (the "Trustee"), certifies as follows: I. It is Financial Advisor for the Sponsor, and also serves as Independent Contractor to Lane Gilchrist, Mayor, acting on behalf of the Sponsor, as Administrator r (the "Administrator") for the Sponsor's $500,000,000 Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985 A through E, issued pursuant to a Trust Indenture, dated as of December 1, 1985, amended and restated as of June 1, 1986, as amended and supplemented (the "Indenture"). 2. The Governmental Unit Note will be funded from amounts on deposit in �- the Repayment Account of the Project Loan Fund created for the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985E (the "Program Bonds"). r3. The undersigned, as Independent Contractor to the Administrator for the Program Bonds, hereby certifies that it reasonably expects the amounts on deposit in the Repayment Account of the Project Loan Fund for the Program Bonds will be loaned to Governmental Units and will not be required to be applied to the purchase or redemption of Notes. 4. The Governmental Unit has certified that no more than five percent (50/6) of the proceeds of the Loan will be used in the trade or business of any private person; and based upon representations of each of the Governmental Units having Loans funded from proceeds of the Program Bonds as well as contacts with the Governmental Units, the undersigned, as Independent Contractor to the Administrator for the Program Bonds, hereby certifies that the aggregate amount of proceeds of all �- outstanding Loans which are used or expected to be used in the trade or business of private persons (all within the meaning of Section 103(b) of the Internal Revenue Code of 1954) does not exceed twenty-five percent (250/6) of the net proceeds (after deduction `- of issuance costs and reserves) of the $500,000,000 principal amount of the Sponsor's i Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985 A through E. 5. The proceeds of the Program Bonds loaned to the Governmental Unit pursuant to the loan Agreement constitute moneys on deposit for the greatest length of time in the Repayment Account of the Project Loan Fund (as defined in the Indenture), and such moneys will be expended by the Governmental Unit for the payment of the Costs of the Financing Program within thirty-six (36) months from the date such funds were first deposited in the Payment Account of the Loan Reserve C Fund. 6. The Financial Advisor has no knowledge of any investigation, proceeding, litigation or inquiry, whether pending or threatened, by any governmental agency, MCL -07/23/01 Rev -07/31/01-6480-20016 Closdocs-cert-fa 1- authors or commission, judicial or y, agent of any of the t3' j public body, or officer or foregoing, regarding the Program, the Program Bonds or any other matter related thereto which, upon an unfavorable final resolution or conclusion, would have any adverse affect on the Program, the Program Bonds or the tax -exemption of the interest rthereon, or the interests of the Governmental Unit. 7. The proceeds of the Program Bonds being used to fund the Governmental Unit Note consists of moneys which have been on deposit with the Trustee for not less I� than one hundred twenty-nine (129) days. j 8. The Financial Advisor has negotiated the terms of the Loan Agreement, has reviewed the final form of the Loan Agreement, and hereby expresses its approval thereof to the Sponsor. �- 9. The Financial Advisor has agreed that its claim for fees in respect of a principal amount of Program Bonds equal to the principal amount of the Loan to the Governmental Unit shall not be payable by the Governmental Unit or included in the r calculation of the amounts payable by the Governmental Unit in connection with the Loan, but shall instead be payable solely from surplus earnings, if any, on amounts invested under the Indenture and available for payment of such fees pursuant to the terms thereof. I I I 11 FMCL -07/23/01-6480-20018 Closdoes-cert-fa 2- IN WITNESS WHEREOF,. the undersigned has caused this instrument to be executed in its name by a duly authorized officer as of the 1st day of August, 2001. GOVERNMENT CREDIT CORPORATION By: Its: President MCL -07/23/01-6480-2001 B Closdocs-cert-fa 3 I SPONSOR'S CERTIFICATE WE, the undersigned officers of the City Council of the City of Gulf Breeze, a municipal corporation of the State of Florida (the "Sponsor"), in connection with a loan '- of the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985B (the "Program Bonds"), to the City of Miami Beach, Florida (the "Governmental Unit"), pursuant to a Loan Agreement (the "Loan Agreement"), dated as r' of August 1, 2001, by and among the Sponsor, the Governmental Unit and SunTrust Bank, as Trustee (the "Trustee") under that certain Trust Indenture, dated as of December 1, 1985, amended and restated as of July 1, 1986, as further amended and r supplemented (the "Indenture"), DO HEREBY CERTIFY THAT: (1) Pursuant to the Indenture, the undersigned Mayor, acting on behalf of the Sponsor, as administrator (the "Administrator") has been duly designated and currently serves as the Administrator under the Indenture. r- (2) Government Credit Corporation has been duly designated and currently serves as Financial Advisor and Independent Contractor under the Indenture. r(3) The Sponsor has duly performed and complied with all the obligations, agreements and conditions on its part to be performed or complied with at or prior to the execution and delivery of the Loan Agreement. r (4) The representations and warranties of the Sponsor and the Administrator contained in the Loan Agreement are true and correct as of the date hereof. (5) The Indenture, in the form amended and restated as of July 1, 1986, as amended by fourteen supplements (each, a "Supplement") through the date hereof, in r the form delivered to the Governmental Unit on the date hereof in connection with the Loan is in full force and effect on the date hereof and has not otherwise been subject to modification, amendment, revocation or cancellation. A Favorable Opinion of Bond f' Counsel, as defined in the Indenture, was received in connection with the execution and delivery of each Supplement. �^- (6) The Loan Agreement has been duly authorized, executed and delivered by and on behalf of the Sponsor and constitutes the valid, binding and legal obligation r of the Sponsor, enforceable in accordance with their terms. t FMCL -07/23/01-6480-2001B Closdoc-Sponcert -1- r r IN WITNESS WHEREOF, our hands and the official seal of the Sponsor as of the 1 st day of August, 2001. (SEAL) MC1r07/23/01-6480-2001B Closdoc-Sponcert 2 - Official Title Mayor City Clerk I t CERTIFICATE OF TRUSTEE The undersigned state chartered bank (the 'Trustee") hereby certifies that it is r Trustee under that certain Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (collectively, the "Indenture"), between the Trustee and the City of Gulf Breeze, Florida (the "Sponsor"), and hereby further certifies with respect to a Loan to the City of Miami Beach, Florida (the "Governmental Unit") in the amount of $2,200,000 from the proceeds of the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985B (the "Program Bonds") issued under the Indenture, as follows: 1. The Trustee, as of the date hereof, is (a) duly authorized under its charter and the laws of the State of Georgia and (b) duly qualified under the laws of the State of Florida, to accept and exercise corporate trust powers of the character set forth in the Indenture. 2. The execution, delivery and performance by the Trustee of the Indenture and the hereinafter described Loan Agreement, have been duly authorized by all i necessary corporate action on the part of the Trustee, and under present law does not and will not contravene the Charter or the By-laws of the Trustee or conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or instrument to which the Trustee is subject. 3. All approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the Indenture and the Loan Agreement (as hereinafter defined) have been obtained and are in full force and effect. 4. The Indenture and the Loan Agreement have been duly entered into and delivered by the Trustee and constitute legal, valid and binding obligations of the �^ Trustee, enforceable against the Trustee in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to judicial discretion. 5. The Indenture, is in full force and effect as of the date hereof. 6. No litigation is pending or, to the knowledge of the undersigned officer, threatened in any way contesting or affecting the existence of powers (including trust powers) of the Trustee or the Trustee's ability to fulfill its duties and obligations under the Indenture or the Loan Agreement. 7. The 'trustee has received the documents enumerated In Section 4.07 of !- the Indenture and the undersigned has duly executed and delivered a Loan Agreement dated as of August 1, 2001, by and among the Sponsor, the Governmental Unit and the Trustee (the "Loan Agreement"), executed in connection with the Loan described above. FMCL -07/23/01-6480-20018 Closdocs-certrus -I- t r. 8. The 'trustee has received the original executed Governmental Unit Note in the amount of $2,200,000, evidencing the Loan, and has transferred the proceeds of the Loan from the Repayment Account of the Project Loan Fund (as defined in the Indenture) to the Governmental Unit. 9. As of the date hereof, (a) the total amount of Loans (including the Loan to the Governmental Unit) outstanding from the proceeds of the Program Bonds is r $77,712,329.34 and (b) the total amount remaining on deposit in the Repayment Account of the Project Loan Fund is $102,386.99. j' 10. The Trustee has not received any notice from the Remarketing Agent of a failure to remarket any Program Bonds. p^ 11. The Trustee has not received any direction from Financial Guaranty I Insurance Company (the "Credit Facility Issuer") to redeem any Program Bonds, and no notice of redemption of any Program Bonds has been issued with respect to any moneys in the Project Loan Fund. 12. The Trustee has received no notice of a pending review, investigation or r determination by any administration or governmental agency regarding the Program Bonds in which an unfavorable result could have an adverse affect on the Program Bonds. 13. The Trustee's representations in the Loan Agreement are true and correct as of the date hereof. 14. The Trustee certifies that all preconditions in the Indenture relating to the release by the Trustee of the Program Bond proceeds in connection with such Loan F have been satisfied. 1 I F F F MCLr07/23/01-6480-2001B Closdocs-certrus -2- f r IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed in its name by a duly authorized officer as of the 1st day of August, 2001. SUNTRUST BANK (SEAL) X40;• '(NSP SEAL; B'' 1/ :• _.• ,� Its: �E� PRFSIDEN:T MCL -07/23/01-6480-2001B Closdocs-cerinus .3_ r r r r FULL TEXT OF TRUST INDENTURE IS ON FILE WITH THE CITY CLERK, F CITY OF GULF BREEZE, FLORIDA r k 1 F MURRAY H. DUBBIN City Attorney F F OFFICE OF THE CITY ATTORNEY 64 elv7& W We" F L 0 R I D A City of Gulf Breeze, Florida Gulf Breeze, Florida SunTrust Bank Orlando, Florida William R. Hough & Co. St. Petersburg, Florida •��r�*N 'CS August 1, 2001 Telephone: (305) 673-7470 Telecopy: (305) 673-7002 Miller, Canfield, Paddock and Stone, P.L.0 Pensacola, Florida Financial Guaranty Insurance Company New York, New York $2,200,000 CITY OF MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985B Ladies and Gentlemen: I am the City Attorney for the City of Miami Beach, Florida (the "Governmental Unit"), and in such capacity, have represented the Governmental Unit in connection with a loan by the City of Gulf Breeze, Florida (the "Sponsor") to the Governmental Unit in the amount of $2,200,000 from the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985B (the "Governmental Unit Note"), pursuant to the laws of the State of Florida, particularly Chapter 166, and Chapter 163, Part I, Florida Statutes, as amended (collectively, the "Act"), and other applicable provisions of law, Resolution No. 2001-24500, duly adopted by the Governmental Unit on June 27, 2001 (the "Authorizing Resolution"), and a Loan Agreement, dated as of August 1, 2001 (the "Loan Agreement") by and among the Governmental Unit, SunTrust Bank, as trustee (the "Trustee") and Lane Gilchrist, Mayor, acting on behalf of the Sponsor, as administrator (the "Administrator"), to fund of the Financing Program (as defined in the Loan Agreement). The Loan is evidenced by the Governmental Unit Note of even date herewith, issued by the Governmental Unit in the principal amount of $2,200,000. The proceeds of the Loan are to be applied to currently refund a portion of the Refunded Bonds of the Governmental Unit. All terms used herein in capitalized form and not otherwise defined herein shall .have the meanings given to them in the Loan Agreement. In rendering the opinions set forth below, I have examined and relied upon the Authorizing Resolution and all other proceedings of the Governmental Unit relating to the authorization of the Loan Agreement and the Governmental Unit Note, and such agreements, certificates, documents, and opinions, including certificates and representations of public officials and other officers or representatives of the 1700 Convention Center Drive -- Fourth Floor -- Miami Beach, Florida 33139 r City of Gulf Breeze, Florida SunTrust Bank William R. Hough & Co. Miller, Canfield, Paddock and Stone, P.L.C. Financial Guaranty Insurance Company August 1, 2001 Page 2 of 3 various parties participating in this transaction as I have deemed relevant and necessary. In my examinations of the foregoing, I have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals, and the conformity to originals of documents submitted as copies. I am an attorney admitted to practice in the State of Florida and my opinion is limited to matters of Florida law and Federal law. Based on the foregoing, I am of the opinion that: 1. The Governmental Unit is a municipal corporation, duly organized and validly existing under the laws of the State of Florida. The Governmental Unit has full power and lawful authority to acquire and construct the Project being refinanced with the proceeds of the Loan, to adopt the Authorizing Resolution, to enter into, execute and deliver the Loan Agreement, and the Governmental Unit Note, and to perform its obligations thereunder. 2. The Authorizing Resolution has been duly adopted by the Governmental Unit, and the Loan Agreement and the Governmental Unit Note have been duly authorized, executed and delivered by the Governmental Unit and assuming due authorization, execution and delivery by the other parties thereto and the filing of the Loan Agreement as described in paragraph 3 below, constitute binding and enforceable agreements of the Governmental Unit in accordance with their respective terms (subject as to enforcement of remedies to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting the enforcement or creditors' rights generally from time to time in effect); provided that the Governmental Unit is not obligated to pay the Governmental Unit Note, except from the sources provided therefor in the Loan Agreement. 3. Upon the filing of the Loan Agreement in the official records of Santa Rosa County, Florida and Miami -Dade County, Florida, all requirements imposed by Section 163.01, Florida Statutes, as amended, as preconditions to the effectiveness of the Loan Agreement as an interlocal agreement under such section will have been met as to the Governmental Unit, will constitute valid and binding obligations of the Governmental Unit and the Sponsor, enforceable upon the Governmental Unit and the Sponsor. 4. To the best of my knowledge, the Governmental Unit is not in material breach of or in material default under any existing law, court or administrative regulation, decree, order, agreement, indenture, mortgage, lease, sublease or other instrument to which it is a party or by which it is bound, and to the best of my knowledge, no event has occurred or is continuing which, with the passage of time or the giving of notice, or both, would constitute a material default or an event of default under the Loan Agreement or the Governmental Unit Note. In addition, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body pending or threatened against the Governmental Unit contesting the due organization of the Governmental Unit or wherein an unfavorable ruling, decision or finding would have a material adverse effect (i) on the operation of the Project being refinanced with the proceeds of the Loan; or (ii) the use or application of the monies on deposit in the funds provided in the Loan Agreement; or (iii) on the F:1ATTO1�1,�C�ci►�00IN71�'E1rdY.FER DRIVE -MIAMI BEACH, FLORIDA 33139 I i City of Gulf Breeze, Florida t— SunTrust Bank i William R. Hough & Co. Miller, Canfield, Paddock and Stone, P.L.C. .- Financial Guaranty Insurance Company August 1, 2001 Page 3 of 3 r functioning of the Governmental Unit or payment of the amounts due under the Loan Agreement in the manner and time required thereby; or (iv) on the validity or enforceability of the Governmental Unit Note or the Loan Agreement. 5. The execution and delivery of the Loan Agreement and the Governmental Unit Note and compliance with the provisions thereof, do not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under any existing ordinance or resolution of the governing body of the Governmental Unit, any existing law, court or administrative regulation, decree, order or any agreement, indenture, lease or other instrument to which the Governmental Unit is a party or by which it or any of its properties is bound. 6. The Authorizing Resolution has been duly adopted, has been approved by the governing body of the Governmental Unit and is in full force and effect. 7. Pursuant to the Authorizing Resolution and the Act, the Issuer is lawfully entitled to levy, collect or receive, as applicable, the revenues identified in the Loan Agreement and, subject to the provisions of the Loan Agreement, to apply the same to the payments at the times specified in the Note. 8. The Pledged Funds and the Pledged Revenues have not been pledged or encumbered for the payment of any other obligations, other than the obligations under the Loan Agreement and the Governmental Unit Note. The Pledged Funds and the Pledged Revenues are pledged to secure repayment of the Governmental Unit Note, as set forth in the Loan Agreement. r 4 I have no knowledge of any special laws adopted by the 2001 Session of the Florida Legislature, and which have become effective as of the date hereof, that restrict or otherwise adversely affect the Governmental Unit's power to issue the Governmental Unit Note or its ability to provide for the payment of the principal thereof and interest thereon in the manner provided in the Loan Agreement. The foregoing is based solely on facts and laws existing on the date hereof and no opinion is expressed as of any other date. The only opinions contained herein shall be those expressly stated as such, and no opinion shall be implied or inferred as a result of anything contained herein or omitted herefrom. This opinion has been rendered for the benefit solely of the addressees hereof and may not be used, circulated, quoted or otherwise referred to or relied upon by any other person for any purpose, except that reference to it may be made in the list of closing documents prepared in connection with the Bonds. FVery truly yours, i urray D 1 City Att ey FOFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER DRIVE - MIAMI BEACH, FLORIDA 33139 FAATTO\LEVUBONDS\Pool Financing 2001\2001B City Arty Op - Final.doc F Gmgnw% 115 0nradsuv New York, N ' 10006 (312) 313.30011 (01) 3ri>•0001 August 1, 2001 Mr. Joseph K. Mooney Government Credit Corporation 4400 Bayou Boulevard, Suite 49-B Pensacola, FL 32503 F'GIC t— Re: City of Gulf Breeze, FL Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 B, C and E Loans to the City of Miami Beach, Florida Dear Mr. Mooney: We have reviewed the following documents. with respect to the referenced loans (the "Loans'); the Loan Agreements ("Loan Agreements") dated as of August 1, 2001, between The City of Gulf Breeze, Florida (the "Issuer") and City of Miami Beach, Florida, (the "Borrower"), the opinions of Borrower's counsel required pursuant to the Loan Agreement (the "Opinions'), the resolution of the Borrower's governing body (the "Resolution) and r such other documents (collectively, the "Documents") which may be required pursuant to the Indenture of Trust dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture") between the Issuer and SunTrust Bank, Central Florida, National Association, Orlando, Florida, as Trustee (the "Trustee"). r • $7,500,000 from the City of Gulf Breeze (Florida) Local Government Loan Program R Floating Rate Demand Revenue Bonds, Series 1985 E, maturing no later than December 1, 2015; • $10,000,000 from the City of Gulf Breeze (Florida) Local Government Loan Program Floating Rate Demand Revenue Bands, Series 1985 E, maturing no later than. December ( 1, 2020; Based on the foregoing we hereby approve the form and content of the Documents and authorize the Loans to the Borrower in the principal amount of - f$2,200,000 $2,200,000from the City of Gulf Breeze (Florida) Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 B, maturing no later than December 1, 2015; • $5,300,000 from the City of Gulf Breeze (Florida) Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 C, maturing no later than December 1, 2015; r • $7,500,000 from the City of Gulf Breeze (Florida) Local Government Loan Program R Floating Rate Demand Revenue Bonds, Series 1985 E, maturing no later than December 1, 2015; • $10,000,000 from the City of Gulf Breeze (Florida) Local Government Loan Program Floating Rate Demand Revenue Bands, Series 1985 E, maturing no later than. December ( 1, 2020; I Fla snedd Gus=ty lamu m. j- CAMPInY .- • S3��y ,00��0,,�0ww��00��from the City of Gulf Breeze Local Government Loans Program Floating ... •aw LauuY YMV !v„N�wir... lateir'th This letter also approves the fixed-rate conversion and extension of the City of Miand Beeth Series C 1992 loan, dated June 10, 1993, currently outstanding in the principal amount of 517,145,000. The amount of this loan is represented by two loan agreements in the amount of x7,755,000 from the City of Gulf Brc= (Florida) Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 C maturing no latex than December 1, 2015 and $9,390,000 from the City of Gulf Breeze (Florida) Local Government Loris Program Floating Rate Demand Revenue Bonds, Series 1985 C maturing no later than December 1, 2015, both loan agreements dated and effective August 1, 2001. r Exexutiot► of the Loan Agreements by the Borrower must take place by August 1, 2001; provided. that if such execution does not occur by such date this letter shall be of no f wdw force and effect and no disbursal of the loan may be made without the prior vnitten approval of Fin=e Guaranty. By the date hereof, you shall deliver to Financial Guaranty a copy of the principal tu' ardmtion schedules along with a transcript of the loan documents. FINANCIAL GUARANTY INSURANCE COMMANY Autbo:i zed Representative: (' w: Ricbsrd L Lott, Esq. 0 1 I I F F r OF COUNSEL RICHARD 1. LOTT rPATRICIA D. L07T t LAW OFFICES OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. A PROFESSIONAL LIMITED LIABILITY COMPANY 25 WEST CEDAR STREET, SUITE 500 PENSACOLA, FLORIDA 32501 Financial Guaranty Insurance Company New York, New York City of Miami Beach Miami Beach, Florida 850/469-1088 TELECOPY 850/432-0677 August 1, 2001 ANNA HOLLIDAY BENSON SunTrust Bank Orlando, Florida Murray H. Dubbin, Esq. Miami Beach, Florida $2,200,000 CITY OF MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985B Dear Ladies and Gentlemen: We have acted as bond counsel to the City of Gulf Breeze in connection with the issuance by the City of Miami Beach, Florida (the "Governmental Unit"), of its $2,200,000 Governmental Unit Note, Series 2001B dated as of August 1, 2001 (the "Governmental Unit Note"), pursuant to the laws of the State of Florida, particularly Chapter 166, Part I, and Chapter 163, Part I, Florida Statutes, as amended, (collectively, the "Act") and other applicable provisions of law, Resolution No. 2001- 24500, duly adopted by the Governmental Unit on June 27, 2001 (the "Authorizing Resolution"), and a Loan Agreement dated as of August 1, 2001 (the "Loan Agreement"), by and among the Governmental Unit, SunTrust Bank, as Trustee (the "Trustee") and Lane Gilchrist, Mayor, as Administrator (the "Administrator") acting on behalf of the City of Gulf Breeze, Florida (the "Sponsor"). We have examined the law and such certified proceedings of the Governmental Unit and the Sponsor and other proofs as we deem necessary to render this opinion. All capitalized terms used in this opinion, unless otherwise stated herein, shall have the meaning set forth in the Loan Agreement. As to questions of fact material to our opinion, we have relied upon representations of the Governmental Unit and the Sponsor contained in the ReCv07/273/D116480-2001Bclosdocs-ixopin -1- I Authorizing Resolution, the Loan Agreement and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. With respect to the opinions expressed below, we have relied upon the opinions of even date herewith of Murray H. Dubbin, Esq., counsel to the Governmental Unit and of Matt E. Dannheisser, counsel to the Sponsor, as to the matters referred to therein. The opinions set forth below are expressly limited to, and we opine only with j" respect to, the laws of the State of Florida. We have made no inquiry or investigation a into the effect or applicability of federal income tax laws, and decisions and regulations thereunder, as to the effect of the use of Loan Proceeds as described in the r Loan Agreement and express no opinion with respect to the effect or consequences of c such use of proceeds upon the tax-exempt status. We have not undertaken or been engaged to review or analyze, and we express no opinion concerning, any of the matters addressed in the opinion of Ritter, Eichner & Norris, dated as of August 1, 2001, regarding the use of the proceeds of the Loan. As of the date hereof, and subject to and based upon the foregoing and upon our examination of the law and proceedings in this matter, we are of the opinion that: r. 1. The Loan Agreement and the Governmental Unit Note are authorized pursuant to the Act and the Trust Indenture dated as of December 1, 1985, as ' amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture"), between the Sponsor and Trustee, provided that no opinion is expressed r with respect to the effect of the Loan, or the use or investment of the proceeds of the Loan, upon the exemption from federal income taxation of interest on any Bonds. 2. The Loan Agreement and the Governmental Unit Note constitute valid and binding obligations of the Governmental Unit. 3. No opinion is expressed herein with respect to the security for the Loan, any other matter relating to the Bonds, the Loan or any other matter requiring a Favorable Opinion of Bond Counsel as described in the Indenture. { 4. The Loan Agreement and the Governmental Unit Note have been duly authorized, executed and delivered by the Governmental Unit and the Sponsor, and upon the filing of the Loan Agreement in the official records of Santa Rosa County, Florida and Miami -Dade County, Florida, pursuant to the requirements of Section 163.01, Florida Statutes, as amended, will constitute valid and binding obligations of the Governmental Unit and the Sponsor, enforceable upon the Governmental Unit and the Sponsor. It is to be understood that the rights of the holders of the Governmental Unit Note, and the enforceability of the Authorizing Resolution, the Loan Agreement and the Governmental Unit Note, may be subject to the exercise of judicial discretion in accordance with general principles of equity, to the valid exercise of the sovereign police powers of the State of Florida, and of the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally or by such principles of equity as a court having jurisdiction may impose with respect to certain V A�o4%33 61164$o-2ooiakiosdoc$-bcapin -2- F remedies which require or may require, enforcement by a court of equity heretofore or hereafter enacted. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. The legal opinions set forth herein are intended for the information solely of the addressees hereof and solely for the purpose of the contemplated transactions +— described herein, and are not to be relied upon by any other person, or entity, or for any other purpose, or quoted as a whole or in part, or otherwise referred to, in any document, or to be filed with any government or other administrative agency, or other person or entity for any other purpose without our prior written consent. i Respectfully submitted, F I I I F I I Revi`07�jz7jOQ16480-2001Bclosdocs-txopin -3- I F F F F 1 A F MATT E. DANNHEISSER, P.A. ATTORNEY AT LAW 504 NORTH BAYLEN STREET PENSACOLA, FLORIDA 32501 TELEPHONE (850) 434-7272 FACSIMILE (850) 432-2028 E-MAIL MATTDANNHEISSER@AOL.COM SunTrust Bank Orlando, Florida Financial Guaranty Insurance Company New York, New York City of Miami Beach, Florida Miami Beach, Florida August 1, 2001 City of Gulf Breeze Gulf Breeze, Florida William R. Hough & Co. St. Petersburg, Florida $2,2001000.00 CITY OF MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985B Dear Ladies and Gentlemen: I have acted as counsel to the City of Gulf Breeze, Florida (the "Sponsor") in connection with the issuance by the City of Miami Beach, Florida (the "Governmental Unit"), of its $2,200,000.00 Governmental Unit Note, Series 2001B dated as of August 1, 2001 (the "Governmental Unit Note), r" and a Loan Agreement, dated as of August 1, 2001 (the "Loan Agreement"), by and among the Governmental Unit, SunTrust Bank, as trustee (the "Trustee") and the Sponsor. I have examined the law and such certified proceedings of the Sponsor and other proofs as I deem necessary to render rthis opinion. All capitalized terms used in this opinion, unless otherwise stated herein, shall have the meaning set forth in the Loan Agreement. For purposes of this opinion, I have assumed with your approval that the Bonds and the Indenture, as of the date of this correspondence, constitute valid, binding and lawful obligations upon �- all parties thereto and are in compliance with applicable law. I also have assumed with your approval full and proper execution and delivery of all documents by all parties thereto as required Fby those documents, law or otherwise. l I SunTrust Bank City of Gulf Breeze Financial Guaranty Insurance Company William R. Hough & Co. City of Miami Beach August 1, 2001 r Page 2 t !" As of the date hereof, based upon the foregoing and upon our examination of the law and proceedings in this matter and subject to the qualifications and limitations stated herein, I am of the ropinion that: f 1. The Sponsor is a municipal corporation, duly organized and validly existing under the laws and Constitution of the State of Florida. 2. The Sponsor has full power and lawful authority to enter into, execute and deliver the Loan Agreement and to perform its obligations thereunder. 3. The Loan Agreement has been duly authorized, executed and delivered on behalf of the Sponsor and constitutes the legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors' rights generally and equitable principles, if equitable remedies are sought. 4. Assuming due authorization, execution and delivery of the Loan Agreement by the f Governmental Unit and further assuming compliance with all laws, regulations, restrictions and limitations applicable to the Governmental Unit, upon the filing of the Loan Agreement in the official records of Miami -Dade County, Florida and Santa Rosa County, Florida, all requirements imposed by Section 163.01, Florida Statutes, as amended, as preconditions to the effectiveness of the Loan Agreement as an interlocal agreement under such section will have been met as to the Sponsor, and will constitute valid and binding obligations of the Sponsor, enforceable upon the (' Sponsor. 5. The execution and delivery of the Loan Agreement and compliance with the i provisions thereof, under the circumstances contemplated thereby, do not and will not in any material ! respect conflict with or constitute on the part of the Sponsor a breach of or default under any agreement or other instrument to which the Sponsor is a party or by which it is bound or any existing t law, regulation, court order or consent decree to which the Sponsor is subject. �- 6. To my knowledge there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or directly affecting the Sponsor, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Loan Agreement. My opinions, contained herein, if any, concerning the validity, binding effect and enforceability of the Loan Agreement, and any other action, document or instrument in which an opinion is herein C SunTrust Bank City of Gulf Breeze Financial Guaranty Insurance Company William R. Hough & Co. City of Miami Beach August 1, 2001 Page 3 r' given concerning its validity, binding effect, and enforceability, means that (a) such documents, instruments and actions, where appropriate, constitute valid and effective contracts under applicable law, (b) such documents, instruments, and actions are not invalid in their entirety because of a specific statutory prohibition or public policy and are not subject in their entirety to a contractual defense, and (c) subject to the last sentence of this paragraph, some remedy is available in the event of a material default under such documents, instruments, and actions. This opinion does not mean that (a) any particular remedy is available upon a material default, or (b) every provision of such documents or instruments will be upheld or enforced in any or each circumstance by a court. Furthermore, the validity, binding effect and enforceability of such documents, instruments and actions may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium,, fraudulent conveyance or other similar statutes, rules, regulations or other law affecting the enforcement of creditors' rights and remedies generally, (b) the unavailability of, or limitation on the availability of, a particular right or remedy (whether proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability or good faith, and (c) the valid exercise of sovereign r police powers of the state of Florida, and the constitutional powers of the United States of America. i The information within this correspondence is current as of the date first above written. I disclaim any present undertaking to advise you of subsequent changes which may be brought to my attention. My opinions are limited to the laws of the State of Florida and I express no opinion with # regard to the laws of the United States or the laws of any other state. Further I express no opinion as to (a) the state of title of any property or collateral, (b) the compliance of the sale of the Bonds with the Isecurities laws of any jurisdiction, (c) the tax exemption, if any, of the Bonds and the compliance of or by the Bonds, Program, Sponsor and any other person, entity or aspect of the Program with any laws or requirements of any jurisdiction relating to the tax exemptions of and/or for the Bonds, and (d) any matters that are not expressly set forth herein and no such opinions are to or may be inferred herefrom. This opinion is furnished to you by us as counsel for Sponsor, is solely for your benefit and is " rendered solely in connection with the transaction to which this opinion relates. This opinion may be relied upon only in connection with this transaction and the matters set forth therein and may not be relied upon by any other persons without our prior written consent. Yours v ry truly, att E. Dannheisser For the Firm MED:sd1 I F NEGOTIATED SALE DISCLOSURE STATEMENT F-1 The City of Gulf Breeze, Florida Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985B (the "Purchaser"), the purchaser on this date of $2,200,000 principal amount of the City of Miami Beach, Florida Governmental Unit Note, Series 2001B, dated August 1, 2001 (the "Governmental Unit Note"), of the City of Miami Beach, Florida (the "Issuer"), pursuant to Section 218.385, Florida Statutes, hereby states as follows: + 1. The Estimated direct expenses to be incurred by us are as follows: r Remarketing Agent (William R. Hough & Co). 16,584.55 Bond Counsel (Miller, Canfiled, Paddock and Stone, P.L.C.) 33,150.00 Special Tax Counsel (Ritter, Eichner & Norris) 4,400.00 Disclosure Counsel (Foley & Lardner) 8,000.00 Financial Advisor (Government Credit Corporation) 6,600.00 Ratings 51500.00 Printing 5,000.00 Issuer's Fee (City of Gulf Breeze) 1,100.00 Issuer's Counsel (Matt Dannheisser) 5,000.00 Insurance (Financial Guaranty Insurance Company) 21,737.92 2. To the best of our knowledge information and belief, there are no "finders" as defined in Section 218.386, Florida Statutes, connection with the issuance of the Governmental Unit Note. Government Credit Corporation is being paid a fee by the Purchaser for marketing the Program. 3. The amount of the total underwriting spread or bond discount expected to be realized is $-0-. 4. There will be a commitment fee in the amount of $--0--. 5. No fee, bonus or other compensation has been or will be paid by us in connection with the Governmental Unit Note to any person not regularly employed or r- retained by us in connection with the sale or issuance of the Governmental Unit Note. The Purchaser has engaged the following entities to create and operate the program: William R. Hough & Co., Remarketing Agent Government Credit Corporation, Financial Advisor Ritter, Eichner and Norris, Special Tax Counsel r- Miller Canfield Paddock and Stone, P.L.C., Bond Counsel 6. The address of the Purchaser is: 1070 Shoreline Drive, Gulf Breeze, Florida 32561. 7. The Purchaser intends to hold the Governmental Unit Note in its own portfolio. 8. Truth -in -Bonding Statement. The Issuer is proposing to issue the Governmental Unit Note for the purpose of refunding a portion of a loan from the Sunshine State Governmental Financing Commission of which $22,970,000 is t MCL -07123101 Rev-07/30/01-6480-2001BClosdocs-disclose -1- F outstanding on the date hereof. The Governmental Unit Note is expected to be repaid over a period of approximately fourteen and one-half (14 1/2) years. The total interest paid over the life of the Governmental Unit Note will be $905,416.67. t Authorizing the Governmental Unit Note and the Loan will result in an estimated $216,925.00 to $221,462.50 of the Issuer's sources provided therefor in the Loan Agreement not being available to finance other services of the Issuer each year for fourteen and one-half years. ',l I I I I I I F C MCL -07/23/01 Rev -07/30/01-6480-2001B Closdocs-disclose -2- F IN WITNESS WHEREOF, the undersigned has executed this statement on behalf of the Purchaser on this l°` day of August, 2001. CITY OF GULF BREEZE, FLORIDA Itb�: Mayor ' 0 1 I F F I F F I F I MCL -07/23/01 1 Rev -07/30/01-8480-2001B Closdocs-disclose -3- STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2044-A and BF2004-B forms Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (F.A.C.). Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)1, Florida Statutes (F.S.), respectively. Final Official Statements, If prepared, are required to be submitted pursuant to Section 218.38(1), F.S.. Please complete all hems applicable to the issuer as provided by the Florida Statutes. PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. Fe'ART L ISSUER INFORMATION r NAME OF GOVERNMENTAL UNIT: 4 BF2003 BOND INFORMATION FORM CITY OF MIAMI BEACH, FLORIDA r'4. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: r'9. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: f PE OF ISSUER: COUNTY XX CITY AUTHORITY DEPENDENT SPECIAL DISTRICT _ SPECIFY OTHFP PART 11. BOND ISSUE INFORMATION 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 MIAMI-DADE, COUNTY _INDEPENDENT SPECIAL DISTRICT 1. NAME OF BOND ISSUE: $2,200,000 MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM FLOATING RATE DEMAND REVENUE BONDS, SERIES 1965B 2. AMOUNT ISSUED: $2,200,000 3. AMOUNT AUTHORIZED: $2,200,000 F4. DATED DATE: nR1DjLQ 5. SALE DATE: W01/01 6. DELIVERY DATE:06101/01 i 7. LEGAL AUTHORITY FOR ISSUANCE: RESOLUTION NO. 2001-24500 AND THE CONSTITUTION AND LAWS OF THE STATE r OF FLORIDA, CHAPTER 166, FLORIDA STATUTES, AS AMENDED AND THE CITY OF MIAMI BEACH CHARTER. AS AMENDED. FS. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT SPECIAL OBLIGATION XX REVENUE _ COP (CERTIFICATE OF PARTICIPATION) _ LEASE -PURCHASE _ BANK LOANIUNE OF CREDIT F9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? _YES X NO B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? _YES _NO t 2. IF YES, AMOUNT OF ALLOCATION: $ 10. SPECIFIC REVENUE(S) PLEDGED% NON -AD VALOREM REVENUES DEPOSITED IN THE REVENUE FUND AND THE SINKING FUND CREATED PURSUANT TO SECTION 3.10(b) OF THE LOAN AGREEMENT. `MCL -07/23/01 Rev-07/27/01-64110-2001B-Closedocs-2003&4 1 11. A. PURPOSE(S) OF THE ISSUE: TO FINANCE THE COST OF REFUNDING A PORTION OF THE CITY'S OUTSTANDING $22.970.000 LOAN FROM THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION. B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED. ISSUE: SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION LOAN DATED: AUGUST 16, 1994 ORIGINAL $: 22,970,000 REFUNDING $: 2,196,700 (2) REFUNDED DEBT HAS BEEN: XX RETIRED (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? _YES B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? OR DEFEASED XX NO -, 12. TYPE OF SALE: COMPETITIVE BID XX NEGOTIATED NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) 4.87673060/c TRUE INTEREST COST RATE (TIC) % CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) % SPECIFY OTHER: ^ 14. INSURANCE/ENHANCEMENTS: �AGIC AMBAC _ CGIC CLIC XX FGIC MFSA HUD MBIA NGM LOC (LETTER OF CREDIT) SPECIFY OTHER NOT INSURED 15. RATING(S): MOODY'S S&P _ FITCH _ DEFF&PHELPS , SPECIFY OTHEP XX NOT RATED 16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO/DAY/YR) COUPONIANTERST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS —� MANDATORY TERM AMORTIZATION 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: SEE ATTACHED SPECIMEN NOTE. 18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. THE CITY OF GULF BREEZE. FLORIDA 1070 SHORELINE DRIVE GULF BREEZE, FLORIDA 32561 I MCL -07/23/01 a«:_n7 t�� rn� _aesin_9t1t11 R -t Mxrritx tc 20(}3!44 2 19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED r THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. _ NO BOND COUNSEL NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS BOND COUNSEL(S): MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. 25 WEST CEDAR STREET, SUITE 500 PENSACOLA, FLORIDA 32501 FINANCIAL ADVISOR(S)/CONSULTANT(S): DAIN RAUSCHER INCORPORATED 201 SOUTH BISCAYNE BLVD., SUITE 830 MIAMI, FLORIDA 33131 r OTHER PROFESSIONALS: ! SQUIRE, SANDERS & DEMPSEY L.L.P. r 201 SOUTH BISCAYNE BOULEVARD, 29TH FLOOR MIAMI, FL 33131-4330 F0. PAYING AGENT: 21. REGISTRAR: r^2. COMMENTS: SUNTRUST BANK RI INTRI IST RANK NONE. TART 111. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: ('Jame and Title: RICHARD I. LOTT -ompany: MILLER. CANFIELD, PADDOCK AND STONE, P.L.0 MURRAY H. DUBBIN, ESQ. 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 rNFORMATION RELATING TO PARTY COMPLETING THIS FORM (It different from above): Name and Tale: SAME AS ABOVE r-',ompany: I Date Report Submitted: Aucust 1, 2001 BF2004-A and BF2004-B _NO PAYING AGENT _NO REGISTRAR Phone: Phone: (850) 469-1088 r -NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLEDTED IN FULL FOR ALL BOND ISSUES EXCEPTTHOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS 11, 111 OR V; OR SECTION 243 PART 11, FLORIDA STATUES. s x..23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: -XX_ NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: ', MCL -07/23/01 Rev-07/27/01-6480-2001B-Closedoes-2003&4 3 (2) COMPANY NAME: FEE PAID: $ (3) COMPANY NAME: FEE PAID: $ (4) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: SERVICE PROVIDED or FUNCTION SERVED: SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME: SQUIRE, SANDERS & DEMPSEY L.L.P. FEE PAID: $ 1,833.33 SERVICE PROVIDED or FUNCTION SERVED: SPECIAL COUNSEL (2) COMPANY NAME: DAIN RAUSCHER INCORPORATED FEE PAID: $ 1,466.67 SERVICE PROVIDED or FUNCTION SERVED: FINANCIAL ADVISOR (3) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOFORDI� G THE ISSUANCE OF THE BONDS: 77 NAME (Typed/Printed): PATRICIA WALKER SIGNATURE: TITLE: CHIEF FINANCIAL OFFICER DATE: AUGUST 1, 2001 ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE. OR PRIVATE PLACEMENT FEE: $ xx NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE. xx NO GROSS SPREAD PART IV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO: Courier Deliveries: Division of Bond Finance Mailing Address: Division of Bond Finance State Board of Administration State Board of Administration 1801 Heritage Boulevard, Suite 200 P.O. Drawer 13300 Tallahassee, FL. 32308 Tallahassee, FL 32317-3300 Phone: (850)488-4782 Fax (850)413-1315 MCL -07/23/01 Rev -1717 /9.7 int-A4Rn-9nn1R-r.lnR..1�%-9nnzn4 d F I LAW OFFICES OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. A PROFESSIONAL LIMITED LIABILITY COMPANY 25 WEST CEDAR STREET. SUITE 500 PENSACOLA. FLORIDA 32501 (8501.69.1068 OF COUNSEL TELECOPY (850)432-0677 RICHARD 1. Lori PATRICIA D. LOPE ANNA HOUMAY BENSON August 1, 2001 rState of Florida, Division of Bond Finance Local Municipal Bond Section 1801 Herraltage Centre Hermitage Blvd, Suite 210 Post Office Box 13300 j� Tallahassee. Florida 32317-3300 Re: $2,200,000 City of Miami Beach, Florida Loan from the City of Gulf Breeze, Florida Local Government Loan Program, Floating Rate Demand r- Revenue Bonds. Series 1985B Gentlemen: r On behalf of the City of Miami Beach, Florida (the "Issueel, we are Sling the following documents with you pursuant to Section 218.38, Florida Statutes. (1) Division of Bond Finance Bond information Form BF 2003 and 2004-B pertaining to the above -captioned Note. (2) Form of the above -captioned Note. The above -captioned Note was sold on August 1, 2001, and delivered to the City r- of Gulf Breeze, Local Government Loan Program, Series 1985B, as Purchaser, on August 1, 2001. r- Please acknowledge receipt of this filing by stamping the enclosed copy of this letter and returning it to us in the self-addressed, stamped envelope provided for that purpose. 0 Very truly yours, Richard I. Lott w �� z T' CITY OF MIAMI BEACH, FLORIDA �^- PARTICIPATING GOVERNMENTAL UNIT CONTINUING DISCLOSURE CERTIFICATE Local Government Loan Program Floating Rate Demand Revenue Bonds r Series 1985 B t This Continuing Disclosure Certificate (the "Disclosure Certificate) is executed and delivered by the City of Miami Beach, Florida (the "Borrower'), in connection with the execution and delivery on the date hereof of that certain Loan Agreement dated as of August 1, 2001 (the `Borrower Loan Agreement'), between SunTrust Bank (as successor trustee to The Bank of New York, which r— succeeded AmSouth Bank, N.A. as trustee), Orlando, Florida, as Trustee (the "Trustee'), the City of Gulf Breeze, Florida (the "Issuer') acting by and through Lane Gilchrist, Mayor, as Administrator, and the Borrower, pursuant to which the Issuer is making a loan to the Borrower of a portion of the r" proceeds of the Issuer's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 B ("Series B Bonds'). Such bonds were issued under and pursuant to a Trist Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture % between the Issuer and the Trustee. The Borrower agrees as follows: Section 1. Pumose of this Disclosure Certificate. This Disclosure Certificate is being executed (— and delivered by the Borrower in order to assist the remarketing agent or agents for the Series B Bonds (each a "Remarketing Agent's in complying with SEC Rule 15c2 -12(b)(5). l Section 2. Definitions. The following capitalized terms shall have the following meanings: "Administrator" shall mean the Mayor of the Issuer or any substitute administrator selected by the Issuer and approved by the Credit Facility Issuer (as defined in the Indenture). i"Annual Determination Date" shall mean the last day of each Fiscal Year. "Annual Report" shall mean any Annual Report provided by the Borrower pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. `Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to r' vote or consent with respect to, or to dispose of ownership of, any Series B Bonds (including persons holding Series B Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series B Bonds for federal income tax purposes. "Dissemination Agent' shall mean the Borrower, or any successor Dissemination Agent designated in writing by the Borrower and which has filed with the Borrower a written acceptance of such designation. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing r through the next succeeding September 30, or such other period as may be prescribed by law. i r "Govemmental Units" shall mean the State or any city, county, special district, municipal corporation, political subdivision, port authority or other governmental entity described in Chapter 163, Part I, Florida Statutes, authorized to finance or refinance the costs of qualifying projects under Loan Agreements. "Loan" shall mean the loan made by the Issuer to a Governmental Unit pursuant to the provisions of the Indenture and the applicable Loan Agreement. "Loan Agreements" shall mean the Loan Agreements, between the Administrator on behalf of the Issuer, the Trustee and Participating Governmental Units. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission and a method of obtaining hereafter the most current listing of approved National Repositories, are set forth in Exhibit B. "Participating Govemmental Unit" shall mean any Governmental Unit which has received a "Program" shall mean the Local Government Loan Program whereby the proceeds of the Series B Bonds are applied to finance or refinance qualifying projects for Participating Govemmental Units pursuant to Loan Agreements and the Indenture. "Reporting Govemmental Unit" shall mean each Participating Governmental Unit which enters into a Loan Agreement on or after December 1, 1999 if the aggregate of the outstanding principal balances on all Series B Program Loans to such Participating Govemmental Unit, as of the most recent Annual Determination Date, equals or exceeds an amount equal to twenty percent (20%) of the aggregate principal amount of the Series B Bonds outstanding on such Annual Determination Date. For purposes of determining whether a Participating Governmental Unit is a Reporting Governmental Unit, only the outstanding principal balances on all Series B Program Loans to such Participating Governmental Unit which are secured by the same fund, enterprise, revenues or account of such Participating Governmental Unit shall be taken into account. Not later than thirty (30) days after each Annual Determination Date, the Issuer will determine which Participating Governmental Units are Reporting Governmental Units and will provide written notice to each Reporting Governmental Unit and each Participating Governmental Unit that was a Reporting Governmental Unit as of the immediately preceding Annual Determination Date, stating that such Participating Governmental Unit has become, continues to be or has ceased to be, as the case may be, a Reporting Governmental Unit. The Issuer will provide such notice by (i) telecopier, telex or other telegraphic means (with receipt confirmed), provided that in each case a copy is mailed by registered or certified mail, postage prepaid, return receipt requested, or (ii) express mail or delivery service guaranteeing overnight delivery. "Reporting Period" shall mean the period commencing on the Annual Determination Date on which the Borrower becomes a Reporting Govemmental Unit and ending on the Annual Determination Date on which the Borrower ceases to be a Reporting Governmental Unit. 04.266482.2 2 F F "Repository" shall mean each National Repository and each State Repository. F"Rule" shall mean Rule 15c2-12(bx5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. r- "Series B Bondholder" or "Holder" or "Holder of Series B Bonds" shall mean the registered owner of any Series B Bond (other than the bond registrar and paying agent for the Series B Bonds r holding Series B Bonds tendered to it for payment pursuant to Article III of the Indenture prior to the purchase and payment for such Series B Bonds). r "Series B Bonds" shall mean the Issuer's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 B, dated December 30, 1985, issued in the original aggregate principal amount of $100,000,000, and outstanding on the date hereof in the amount of $92,830,000. "Series B Program Loan" shall mean any Loan of any portion of the proceeds of the Series B Bonds to a Participating Governmental Unit. "State" shall mean the State of Florida "State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange �- Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Reports. (a) During the Reporting Period, the Borrower shall, or shall cause the Dissemination Agent to, not later than the date which shall be 270 days after the end of the Borrower's Fiscal Year (presently September 30), provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in r Section 4 of this Disclosure Certificate;roy vided that the audited financial statements of the Borrower may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Borrower's Fiscal Year changes, it shall give notice of such change in the next Annual Report filed by the Borrower. r- (b) Not later than fifteen (15) business days prior to said date, the Borrower shall provide the Annual Report to the Dissemination Agent (if other than the Borrower). If the Borrower is unable to provide to the Repositories an Annual Report (other than the audited financial statements described in Section 4(a)) by the date required in Section 3(a), the Borrower shall send a notice to (i) each National k Repository or the Municipal Securities Rule Making Board and (ii) the State Repository in substantially the form attached as Exhibit A (c) The Dissemination Agent shall: t r4.266482.2 3 F i determine each year prior to the date for providing the Annual Report the name r and address of each National Repository and the State Repository, if any; and i iis if the Dissemination Agent is other than the Borrower, file a report with the r' Borrower certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The Borrower's Annual Report shall contain or include rby reference the following: t (a) The audited financial statements of the Borrower for the prior Fiscal Year, prepared in r accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Borrower's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the Borrower's audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Financial information and operating data regarding the Borrower's fund, enterprise, revenues or account which secure repayment of the Loan made to the Borrower pursuant to the Borrower Loan Agreement. (c) Notice of termination if the Borrower's obligations under this Disclosure Certificate shall (� have terminated pursuant to the provisions of Section 5 hereof. l The obligation to provide the information under Section 4(a) and Section 4(b) may be satisfied by r providing a copy of the Borrower's comprehensive annual financial report to the extent the information required by Section 4(a) and Section 4(b) is contained therein. The information provided under Section r 4(b) may be included by specific reference to other documents which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, remarketing circular or remarketing supplement, it must be available from the Municipal Securities Rulemalang Board The Borrower shall clearly identify each such other document so included by reference. r Section 5. Termination of Reporting Obligation hi the event the Borrower is or becomes a Reporting Governmental Unit, the Borrower's reporting obligations under this Disclosure Certificate r_ shall terminate upon (a) receipt of written notice from the Issuer that the Borrower has ceased to be a Reporting Governmental Unit, and (b) the filing of an Annual Report containing the notice described in Section 4(c) hereof. Section 6. Dissemination Agent. The Borrower may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may I discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent fl. 266482.2 4 f The Dissemination Agent shall not be responsible in any manner for the content of any notice or report r - prepared by the Borrower pursuant to this Disclosure Certificate. r r i I F F Section 7. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Borrower may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a) and 4, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Borrower, or the type of business conducted; (b) The undertaldng, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule as of August 1, 2001, after taldng into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Series B Bonds in the same manner as provided in the Indenture for amendments to the hidenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Series B Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Borrower shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Borrower. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the Annual Report for the year in which the change is made and such Annual Report should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 8. Additional Information Nothing in this Disclosure Certificate shall be deemed to prevent the Borrower from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report, in addition to that which is required by this Disclosure Certificate. If the Borrower chooses to include any information in any Annual Report in addition to that which is specifically required by this Disclosure Certificate, the Borrower shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report. 04.266482.2 Section 9. Default. In the event of a failure of the Borrower to comply with any provision of this Disclosure Certificate the Trustee may (and at the request of the Remarketing Agent, the Issuer or the Holders of at least 25% aggregate principal amount of Outstanding Series B Bonds, shall), or the Issuer 5 F or any Holder or Beneficial Owner of the Series B Bonds may, take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Borrower to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Borrower to comply with this r- Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture or the Borrower Loan Agreement. Section 10. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Borrower agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or r- performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Borrower under this Section 10 shall survive r resignation or removal of the Dissemination Agent and the termination of the obligations of the Borrower under this Disclosure Certificate. F F F F C F F )4.266482.2 6 Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Borrower, the Dissemination Agent, the Remarketing Agent and Holders and Beneficial Owners from time to time of the Series B Bonds, and shall create no rights in any other person or entity. Date: August 1, 2001. ATTEST: Assist nt ty Clerk l i E F)4.266482.2 CITY OF MIAMI BEACH, FLORIDA 7 Patricia Walker, Chief Financial Officer, City of Miami Beach, Florida I Name of Borrower: EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT City of Miami Beach, Florida r Name of Bond Issue: City of Gulf Breeze, Florida, Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 B, dated as of December F30, 1985 Date of Issuance: December 30, 1985 NOTICE IS HEREBY GIVEN that the Borrower has not provided an annual report with respect to the above -referenced Series 1985 B Bonds as required by Sections 3 and 4 of the r Continuing Disclosure Certificate dated August 1, 2001, executed and delivered by the Borrower in connection with the loan of a portion of the proceeds of the Series 1985 B Bonds pursuant to a Loan r Agreement dated as of August 1, 2001, between SunTrust Bank, the City of Gulf Breeze, Florida, acting by and through Lane Gilchrist, Mayor, as Administrator, and the Borrower. [ The Borrower anticipates that the annual report will be filed by Dated: t t By. Its: I F F4.266482.2 8 r EXHIBIT B ! Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of August 1, 2001: Bloomberg Municipal Repositories P.O. Box 840 Princeton, N.J. 08542 -0840 Phone: (609) 279-3225 Fax: (609) 279-5962 E-mail: Munis@Bloomberg.com t DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 r E-mail: nrmsir@dpcdata.com t (" Interactive Data Attn: Repository 100 Williams Street r New York, NY 10038 Phone: (212) 771-6899 �. Fax: (212) 771-7390 E-mail: mmsir@interactivedata.com F Standard & Poor's J. J. Kenny Repository (� 55 Water Street l 45th Floor r New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 f The current list of NRMSIRs can be found at any time at the SEC's Web site at r http://www.sec.gov/consumer/nnnsir.htm. l Fi04.288482.2 9 F F r r F F 0 F F F r I■ r F r t I F RITTER EIIGHNER & NORRIS PLIC ATTORNEYS AT LAW THE JEFFERSON BUILDING 1225 19TH STREET, N.W., 7TH FLOOR WASHINGTON, D.C. 20036 TEL: (202) 973-0100 FAX: (202) 296-6990 City of Gulf Breeze Gulf Breeze, Florida SunTrust Bank Orlando, Florida Financial Guaranty Insurance Company New York, New York August 1, 2001 City of Miami Beach Miami Beach,, Florida Miller, Canfield, Paddock and Stone, PLC Pensacola, Florida William R Hough & Co. St. Petersburg, Florida $5009000,000 City of Gulf Breeze, Florida (Local Government Loan Program) Floating Rate Demand Revenue Bonds, Series 1985A through E Remarketing of $2,200,000 Series 1985 B Bonds $2,200,000 Loan to City of Miami Beach, Florida ("2001 B Loan") Ladies and Gentlemen: We have from time to time acted as Special Tax Counsel in respect to various questions relating to the above-described issue of Floating Rate Demand Revenue Bonds, Series 1985A through Series 1985E (collectively, the "1985 Bonds"). In that capacity, you have requested our opinion in regard to the effect, if any, of the proposed transactions described below on the exclusion from gross income of the interest paid on the 1985 Bonds, including interest to be paid on $2,200,000 of Series 1985 B Bonds being remarketed on this date. On December 30, 1985, the City of Gulf Breeze, Florida (the "W) issued $500,000,000 aggregate original principal amount of its Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985A through Series 1985E, pursuant to a Trust Indenture dated as of December 1, 1985, between the City and SunTrust Bank, Orlando, Florida, as trustee (the "Trustee"), as subsequently supplemented and amended from time to time (as so amended and supplemented, the "Gulf Breeze Indenture"). The 1985 Bonds were issued pursuant to a common plan of financing, and are payable in part from repayments of loans made from bond proceeds to participating local political subdivisions within the State of Florida. The 1985 Bonds were originally issued as five series, Series 1985A through 1985E, J August 1, 2001 Page 2 each in the aggregate principal amount of $100,000,000. In conjunction with loans originated from time to time, certain of the 1985 Bonds have been remarketed as either variable rate or fixed rate obligations pursuant to the terms of the Gulf Breeze Indenture. Proceeds of such 1985 Bonds have been applied to make loans to various political subdivisions in the State of Florida (the "Series 1985 Loans"). In conjunction with the issuance of the 1985 Bonds, the City executed a Non -Arbitrage I Certificate, setting forth its expectations regarding the use and expenditure of the proceeds of the 1985 f Bonds, including its expectation that repayments of Loans would be recycled to make new Loans within 3 years following such repayment. In conjunction with the issuance of the 1985 Bonds, Livermore, Klein & Lott, P.A, Jacksonville, Florida, Bond Counsel, delivered its opinion that, under applicable provisions of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and applicable regulations and rulings thereunder, the interest to be paid on the 1985 Bonds would be excluded from the gross income of the recipients thereof for federal income tax purposes (the "Original Gulf Breeze Bond Counsel Opinion"). In conjunction with several subsequent remarketings of the 1985 Bonds, Livermore, Klein & Lott, P.A,and/ or other nationally recognized counsel, have delivered opinions (the "Supplemental Gulf Breeze Opinions"), to the effect that such intervening remarketings, and the actions taken by the City in conjunction therewith, would not adversely affect the conclusion in the Original Gulf Breeze Bond Counsel Opinion that interest on the 1985 Bonds is excludable from gross income for federal income tax rpurposes. t We have been advised that $2,200,000 aggregate principal amount of the Series B Bonds bearing interest in the Weekly Mode to August 1, 2001, are subject to mandatory tender for purchase on that date, and that such bonds (the "Remarketed Bonds") will be remarketed on August 1, 2001, in the Fixed Rate Mode. Miller, Canfield, Paddock and Stone, P.L.G, Pensacola, Florida, bond counsel in respect to such remarketing, has delivered its opinion on this date to the effect that such remarketing is authorized under the Indenture and applicable Florida law, and will not, in and of itself, adversely affect the exemption of interest on the remarketed Bonds from gross income for federal income tax purposes. The City receives payments, and prepayments, from time to time, from political subdivisions to whom the City has made loans from the proceeds of the 1985 Bonds. The City is committed to use those payments to make new loans to qualified political subdivisions, including the City of Miami Beach, Florida. Pursuant to a Loan Agreement dated as of August 1, 2001 (the "Miami Beach Loan Agreement"), by and among the City, the Trustee, and the City of Miami Beach, Florida (the 'Borrower"), the City is on this date making a loan to the Borrower in the aggregate principal amount stated therein (the "Miami Beach 2001B Loan"). Proceeds from the Miami Beach 2001B Loan will be used by the Borrower, r' together with other available moneys, to redeem a portion of an outstanding variable interest loan from C' the Sunshine State Governmental Financing Commission (the "Sunshine State Loan"). We have been advised by Government Credit Corporation, Financial Advisor to the City of Gulf Breeze, that none of the proceeds of the Sunshine State Loan allocable to the proceeds of the 2001B Loan were applied, or are expected to be applied, to finance or refinance property used in the trade or business of private persons, within the meaning of Section 103(b) of the Internal Revenue Code of 1954, as amended 1For purposes of the opinions set forth below, we have examined originals, or copies certified to 1 our satisfaction, of (i) the Gulf Breeze Indenture; (n7 the Miami Beach 2001B Loan Agreement; I I August 1, 2001 Page 3 (iu) a certificate of even date herewith from Government Credit Corporation, the City's Financial .Advisor, regarding the use of the proceeds of the Miami Beach Loan (the "Financial Advisor Certificate"); and (iv) such other documents, certificates and other writings as we have deemed appropriate, including, without limitation, the Original Gulf Breeze Bond Counsel Opinion and the Supplemental Bond Counsel Opinions. Based upon the foregoing, it is our opinion that, under the laws and regulations applicable to the 1985 Bonds, the remarketing of the Series 1985 B Bonds, execution of the Miami Beach 2001B Loan Agreement, and the application of the proceeds of the Miami Beach 2001 B Loan as therein described: # (1) will not cause the 1985 Bonds to be characterized as "arbitrage bonds" under Section 103(c) of the 1954 Code, as amended, and applicable regulations and rulings thereunder, (2) will not adversely affect the Original Gulf Breeze Bond Counsel Opinion, and the Supplemental Bond Counsel Opinions, to the effect that the interest on the 1985 (r Bonds is excluded from gross income for federal income tax purposes; and (3) will not adversely affect the exclusion from gross income of the interest on the 1985 Bonds, including the Remarketed Bonds. For purposes of the opinions set forth in paragraphs (2) and (3), we have assumed the continued �- correctness of the Supplemental Bond Counsel Opinions in concluding, in effect, that the 1985 Bonds have not been constructively redeemed and constructively "reissued" since their issuance on December 30, 1985. The scope of the foregoing opinions are expressly limited to the matters discussed herein. We express no opinions regarding other federal income tax consequences arising with respect to ownership rof the 1985 Bonds or regarding the treatment of interest on such 1985 Bonds for state tax purposes. ! We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof that may affect the conclusions expressed herein; and we bring to your attention the fact that our conclusions are an expression of professional judgement, and are not a guarantee of a result. The opinions set forth herein are intended for the information solely of the addressees hereof and �- solely for the purpose of the proposed transactions described herein, and are not to be relied upon by any other person, or entity, or for any other purpose, or quoted as a whole or in part, or otherwise referred to, in any document, or filed with any government or other administrative agency, or other person or rentity for any other purpose, without our prior written consent. ` Veryurulyyours, RITTER EICHNER & NORRIS 1 I _ g 88888888888& $ 8 8 8 8 N RCL Wk IQ C%l V V 1177 Ol O � ffpp mm WN N$88Qo8y�8QFa���g, RERZSN2S�i'i I 0 u [y x m 8 8& Ra8pp W N N , N N • •pp pp •pp • •pp (•y • •p •p • pp •p p pp p p pp �O, O,O �80 ryf• , 881p�, I� /� O O , , . . 8 O O N ju in n a v N N •- 888, $88 qMl; q 8 8 8 ry WO 8�NOH7�C NNNNN O s p •- r N iD 1s f0 N y �qp •pp • • p} •p • ••p • • �p •o p p p p p r °�lt3Ridm 0 Cie N In vi ri ri N No - P; 6`i n 8 8 , . . ? N r �3m q�8 w ( a m m » N • • •p •{y • • ••p •Q •Q • p•p p p IfA8ry8f9, 1f1 , RRp $ INS, 8 , 8 n H Cst 93 .. .. ... ... • m#'g§ o o N N N f U co ! 0 J!0 :11 in- t F CITY OF GULF BREEZE, FLORIDA, SERIES C CT YOFM1AM1 BFAChI, FL-CONVERSIONOF 1993 SiJNSH1NB VAIQL4BBLE'RA7ELOAIN TO GUVBREEZeMW RAYF (GOODM0J1► " TOTAL ISSUE SOURCES AND USES Dated o6/ov2ool Deuvaed 0& oii20o1 sotmcm Of rum$ Fa Amoaal of ko& ogpw bm Db000nt (Ot)) Gulf Dteeae %I*y CoM tee Cove d umme TOTAL soulter 7bd1 Undo r DbC=W (0.754%)..... Com ottataw- Grm Dowd b ameba Aeeei m (2u w Doued(ttlt Aw4wa TOTAL USF' W==AAto &Cb ArADcAkaw-dw GB92Vati0Sx G5935mtVarWft ISM Imomay 5170145,000.00 55,300,000.00 52$44limm (286.35) (357.55) (623.90) 165,739.55 91,572.43 257,311.98 S17,310,45320 SU91APAS 522,701,988.06 129,246.39 39,953.66 169,200.07 27,500.00 7,950.00 35x460.00 36,493.16 51,616.75 • 98,111.91 17,117,213.65 5,291,712.45 22,406,926.10 $17,310,433.20 55,391,234.96 522,701,658.05 ok. a:Smmu 7/17/1 t77 awAw MY OF GULF BREEZE, FLORIDA, SERIES C C,ITYOFAIUW AF4CF1, A-CONVEICSIONOF1995 SEMF3TNB VARMHURAMOAN 70 GULFSRFMMUV RA?E IGOODAMM DEBT 3Eit1t a SCHmUIR Dae Pdr4a tbvpon by est 'nowt 7'+I YWCATOM MUM ]210112001 - 332.091.67 332.091.67 332.091.67 MUM 490.137.51 490.117.51 1210112002 1.210.000.00 3.8751 490.137.61 1.706.137.61 2.206.276.02 610112003 - 474.443.75 474.693.75 - MUM 1.255.000.00 4.1501 474.693.75 1.729.693.75 2.204.907.60 6/0112064 - 44$.642.SO 440.662.50 12/01/2004 1.310.000.00 4.2501' 448.652.50 1.758,662.60 2,207.305.00 6/01/2005 - - 420.815.00 420.816.00 0 r 1210112005 1,360,000.00 4,2501 420.816.00 1.780.816.00 t.201.630.00 6/01/2006 - 391.916.00 391.915.00 - U/OIMO6 1.420.000.00 4.0001 991.91S.00 1.811.915.00 2.203.636.0 �-- 610112007 - - 368.S1S.00 363.616.00 i W01/2007 1,480,000.00 4.0001 363,615.00 1.843.515.00 2.207.030.00 6/01/2008 - - 933.915.00 333.915.00 0 12101!2008 1.540,000.00 4.0861 333.915.00 1,873,815.00 2.207.590.00 r- 6/0112009 - 303.116.00 303.115.00 - 12/0112009 1.605.000.00 CUM 303.115.00 1.908.115.00 2.211.2!0.06 6/0112010 - 270.212.60 270.212.50 - 12101/2018 1,670.000.00 6/O1/2011 4,2501 270.212.50 234.725.00 1.940.212.50 234.725.00 2.210,425.00 32101/20U 1.735.000.00 S.0001 134.726.00 1.968.726.00 2.204.440.00 6101/2012 - 191.350.00 191.350.00 - 12/01/2032 1.825.000.00 5.0001 191.350.00 2.016.350.00 t.207.700.00 6/O1/2031 • 345.7254.00 346.725.06 12/01/2013 3.916,000.00 6.0001 145.725.00 2.060.725.00 !.206.460.00 6/01/201497,860.00 97.850.00 12/01/2014 2,010,000.00 46.7$U 97.850.00 2.107.550.00 2.206.700.00 6/01/2015 $0.112.60 50.312.50 - it/01/2015 2.110.000.00 4.7601 SOJU.50 2.164.112.50 2.210.226.00 Td d 1! $,000.0 8,761,858.18 31,20,55538 — - Y9W SYA7911C5 B=dYarDdlw 8181,47887 AVMV Uf- 581!Yata _ AVMVCoupM 4.5910248!4 - Ita bdatmt cm w 4.879806111 Tme oder" Cat Cr1r % 4.8831430 i Bond Yield dot Aib WW Tatpor• r 4.6293003% AO Inc3WdMe Cort WO 4.7440 (� IBE Folin $038 w Inkled Cert w w - 4.8080778N► wosiftd AVMV ila uft 8,487 YaM wimmA /ioyxil EGb A* s 3 ameagl >4di6afkow-,6y Tl7T/MI !b(4AW F MY OF GULF BREEZE; FLORIDA, SERIES C CI7YOfMlAMlBfiICJY,A-CONVERSIONOf1993SUNSHB9VARI WRATE LOAN TO GULF BRF„FZEMWRATE(GOOD MOAM7 f-- Maearw 7h a of to d Pd a 12/01/2002 Serial Coupon 2.9601. 12/01/200.9 Serial Coupon r 12/01/2004 Serial COupon 1.255000.00 12/01/2006 Serial Coupon 4.2501 12/01/2007 Tart 1 COttpon 101.9881 12/01/20M Serial Coupon .- 12/01/2009 Serial Coupon 1,384.167.20 12/01/2010 Serial Comm 2.900.000.00 12/01/2011 Serial Coupon !- 12/01/2012 Serial CORM 96.1871 12/02=23 Serial Coupon 4.4101 12/01/2016 Tern 2 Coupon r T 4.5101 1.670.000.00 HID )f4f01<MA110N 1,97.IU7.70 5.0001 PtsAmeaatotsoad- 1.735.000.00 303.1711 lteoffaft rraofom or O)haoa d' 5.0001 Ptedacdoa 1,625.000.00 rofen 1.866,117.25 6.0ou ! Tald Undeeanftsh Vbcomd (0.7549P 101.4661 Wd (90.243%) 4.7501 j� t i TOW Pack= flier 97.7571 4,027.588.40 9eMYearpollnr - 22,445.000.00 AvcnV L06 22,444,376.10 -- No ]sorted Cod OW llat hdinert Cek f77r'' WJ8mxXoaghtca r I r r MC[NG SUMMARY Coapoa YAW 1,6sw*vdn Pd a Dosarlrfm 3.6'!51 2.9601. 1.210.000.00 101.1811 1,ns.326.40 4.1501 3.4001 1.255000.00 101.6641 1.276.883.20 4.2501 3.6101 1.310.000.00 101.9881 1.336,042.80 4.2501 3.6001 1.360.000.00 101.7771 1,384.167.20 4.0001 4.1401 2.900.000.00 99.2221 !.877.4MA 4.0001 4.2901 1.540.000.00 96.1871 1.612.079.80 4.1001 4.4101 1.605.000.00 97.667s 1.570.524.60 4.2501 4.5101 1.670.000.00 96.0311 1,97.IU7.70 5.0001 4.6101 1.735.000.00 303.1711 1.790.016.86 5.0001 4.7401 1,625.000.00 102.2631 1.866,117.25 6.0ou 4.6401 1.916.000.00 101.4661 1.90.073.90 4.7501 4.970E .4.120.000.00 97.7571 4,027.588.40 - - 22,445.000.00 22,444,376.10 UZ ( 321,444,576.10 S(169.200A7) ZU78,1"M SS1,248,17sm SIOIA76W 4.82! Yana 4.910248% 4,6796097!1-- 4.6851435l6 7/J7/xvj . w mIr F CITY OF GULF BREEZE, FLORIDA, SERIES C ClTYOFMIAMI BEACH, FL-CONVERSIONOF 1998 SUNSI`II1VE YARIABLERA?EIAMI TO GWRREMAXEVAA7E (GOODMONBYI SOURCES do USES Dated 08/01/2001 DdKWW O6/o1/2 )01 SOUR= OF FUNDS FoAmo mta[8m* Od*A bans Dbocme (OO, oafta wftContehtoeCortofbrmrar USES OF PLIM 7bWU1atawzbnhDilwWd (0.7801 Cmib of hors" Gim DWA bum m Peamdem ( 70.0 bg 7O7AL WT *uf m 2: ~ i co AdllfeAhow -dw S17,148r OM C166.38) __._ 185,739.58 S17,310,433.20 7/l7/Ja01 3 W AI! I r- AVMV M Crff OF GULF BREEZE, FLORIDA, SERIES C A%" -VW Campos MYOFM"BEA CH, R-CiONVF.RS 0NOF 1995 SUNSAMW VARGtBLE,AAMLOAN Trw bdw" Cod or" TO GLUBREEZEiI W RA 7r (GOODMONM All bdmiw Cart CA" 11:5 FaAM E058 Net bftr t r--' SERVICE SCHEDULE Wai;ldad AvatW bat*,' *29m R Abuo E Co A&&Flar M - dw DEBT r Dau itincipal CMPM I6tatan TOW PH nrcaToM i 8/01/2001 - 12/Ol/2001 253.677.92 253.671.92 263.677.92 �-- 6/01/2002 360.516.68 380.516.68 - U101/2002 915.000.00 3.8751 380.516.88 1.305.516.88 1.686.033.76 6/03/2000 - - 361.696.00 362.596.00 •- 12/01/2M 960.000.00 4.1501 362.595.00 1.322.5%.00 1.686.190.00 6/01/2004 342.675.00 342.676.00 - IMI/2004 1.000.000.00 4.2601 342.675.00 1.342.675.00 1.65.350.00 6/01/2005 - 321.426.00 321.425.00 - 12/01/2005 1.040.000.00 4.2501 321.425.00 1.361.426.00 1.682.860.00 6/01/2006 299.325.00 199.35.00 - ' 12/01/2006 1.086.000.00 4.0001 299.325.00 1.384.325.00 1.683,650.00 6/01/2007 - 277.626.00 277.625.00 r- 12/01/2007 1.130,000.00 4.0001 277.626.00 1.407.625.00 1.665.250.00 6/01/2008 - 265.025.00 256.025.00 - 12/01/2008 1.175.000.00 4.0001 255.025.00 1.430.05.00 1.666.060.00 �. 6/01/2009 - 131.625.00 231.525.00 - 12/01/2009 1.225.000.00 4.1001 231.625.00 1.455.626.00 1.688.850.00 6/01/2010 0206,422.50 206.419.50 - 1MV2010 1.275.000.00 4.2501 206.412.60 1.461.412.60 1,Po7.825.W f-- 6/01/2011 179.318.75 179.318.75 ? 12/01/2011 1.925.000.00 5.0001 179.318.76 1.604.318.76 1.683.637.50 6/OL2012 146.193.75 146.193.75 12/01/2012 1,395.000.00 5.0001 146.193.75. 1.541.193.76 1.7.387.60 6/01/2013 111.316.75 111.318.75 /201 12/013 1.465.000.00 ' 5.0ou 111.318.75 1.576.318.75 1.687.637.60 6/01/2014 - - 74.693.75 74.693.75 - 12/01/2014 1,535 000.00 4.7501 74.693.76 1,609.693.75 1.664.387.50 6/01/2015 036.237.50 38.237.60 12/01/2015 1.610.000.00 4.7501 38.237.50 1,648.237.50 1.686.475.00 F 7ma 17,145,000.00 - 6,707.451.88 230652,451.66 - n W RAIU N F]lard You DoBr- - -- AVMV M A%" -VW Campos Net Dark Cart OW Trw bdw" Cod or" Bead YWd !or AeAftp TaePoe'- All bdmiw Cart CA" 11:5 FaAM E058 Net bftr t r--' Wai;ldad AvatW bat*,' *29m R Abuo E Co A&&Flar M - dw 1 1146,086.00 8.611 YOM 43911576% 4.8786210% •.66.1119226 4.62936067! 4.73N818>< 4.6050749% 8.436 Yarn iib aAGWhhCr;a�-AWwCAWA9-GM 'shat 7/17/=1:'44 M .- CITY OF GULF BREEZE, FLORIDA, SERIES C C19YOFMUMlBEACH, 11/-C0NVBW0N0F1998$LWf W VARIABLERA27LOAN TO GZUBREMZEFEW RATE (GOOD MOW SUMMA1tY MaNG TM of Mona Coapao YW Mdneily Talus pries Dollar prise 12/01/2002 Serial Coupon 3.0751 2.9601 925.000.00 101.101=' 9!6.952.00 12!01/2003 Serial Coupon 4.1501 3.4001 960.000.00 101.6641 975.974.40 12/01/2004 Serial Coupon 4.2501 3.6101 1.000.000.00 101.9001 1.019'.000.00 r 12/01/2005 Serial Coupon 4.2501 3.8001 1.040.000.00 101.7773 1.050.400.00 12/01/2007 Term 1 Coupon 4.0001 4.1401 2.215.000.00 99.2221 2.197.767.30 12/01/2000 Serial Coupon 4.0001 4.2901 1,175.000.00 98.1071 1.159.697.25 r 12/01/2009 Serlal Coupon 4.1001 4.4101 1,225.000.00 97.8521 1.190.607.00 12/01/2010 Swill Coupon 4.2501 4.5101 1.275,000.00 90.0311 1.249.005.25 12/01/2011 Serial Coupon 5.0001 4.6101 1.325.000.00 103 -VU 1.367.015.75 12/01/2012 Serial Coupon 5.0001 4.7401 1.395.000.00 102.2511 1.426,129.36 �.. 12/01/2013 Swill Coupon 6.0001 4.0101 1.465.000.00 101.4661 1.486.476.90 12/01/2015 Teri 2 Coupon 4.7501 4.9701 3.145.000.00 97.7672 3.074,457.65 1W - 17,146,000.00 17,144,713.65 HID IMEWA110N psi Mnoetd of 8adr .517.146,000.00 74o fe ft had= or 071soomd' 1216 ii) Ctoss tiodwdcr tIT,144,716 66 sad Uneeer dWVs DismM (0.734%% saY�46 ss1 Nd (119.14416) 17,010,467.26 Tad Puldsm Pd- WjOISA67.26 sadYa wDdivo 5148085.00 AVMV Ufr 8.821 Tare AVUW Cbaper 4.1911576% Nd U MM CM OW" 4A798210% - - r Tro I pad MM 4.663115211 iVI86Ve R f�(lA! d /fb � Y. vevflt r PAWARAW . dw 1/1 f/lGOt d'4iAK r r CITY OF GULF BREEZE, FLORIDA, SERIES C r' CITYOFMIAMI BEACh1, iZ—CONVMWONOF 1993 SUAWMW VARL4&CRA78LOAN 70 GMFBRE67.BFLXIDRA7E (GOODM0AM7 r DMIL COSTS OF ISSUANCE Deed 08/01/2001 DGV"Nd08/Ol/L bl COUS OF UWANCE DVAIL l4uFAidAdv[@W COI spedd cmwl tare waken t 11og5h ACo A&&-dW 812,500.00- 515,000:00 s27,500A0 7/17/&Vl x V AH r CITY OF GULF BREEZE, FLORIDA, SERIES C T Cl7YOFMMMI BEACK JZ -G1QJWf WON OF 1,993 SUNShr1NB VARI MERMFLOAM 70 GEW BREEZSi7%EDRA78 (GOODMOMW r T i idol/ 002 serial w01/2003 serial 12/01/2004 serial 12/01/2M Serial 12/01/2007 Tam lU/01/2808 saris' w01/2009 Serif 12/01/2010 Seria' 12/01/20A Soria 12/01/2012 sena 12/01/2013 Sena 12/O1=5 Tam TOW - DYS "cz PIM U M an larmuce R"mhr- iYllltem A Pbwft & cb ArNcAwmm - Qw DERIVATION OF INSURANCE PRENIIUM COUPON YMD GROM M PEL Timmmm 3.8752 2.9602 972.791.67 4.150E 3.4002 1.052.960.00 4.2502 3.6102 1.141.666.67 4.2501 3.8002 1,231.573.33 - 4.0002 4.1402 2.732.733.33 - 4.0001 4.2902 1.519.666.67 - - 4.1002 4.4102 1.643.541.67 4.2602 4.5102 1.760.750.00 - 5.0002 4.6102 2.009.663.33 - 5.000 4.7402 2.186.500.00 5.0002 4.6402 2.358,416.67 - 4.7602 4.9701 5.213.308.33 0.7002 36.493.16 - - 23,x52,451.67 - 56,485.18 n P11e rAdeAaaf, A�l.Aeldv 7tmr 7/1 f/1801 d iI PAl CITY OF GULF BREEZE, FLORMA, SERIES C cnyOFAOAAIIBEICAFl-CONYEASIONOFI995SL7XMWVAXIAMRATELOAIV TO GLUBREMMM RATE IGOODMOW" SOURM at uns Dated ot/oiisoo1 DaHrand WDI/* of SOUS OF FUNM 3>n'dion� or�ri7rw"Dia+amt (�"J^ GUN 1"m Z*deg ambe toe Ca* of umm— USES OTFUNDS Total Uodawd"Is D4omw OLTOW Coodiwiw- Gmu Dad Mmmm Ymahm t YU b- ,udo�r. TOM Uf" WAM&Abwh&co Ad* JMmeq -dw ~ pa~ - ,_ 8I,67Y.46 iS,A81,834.58 39 TIMAo 52,616.76 S M,7ls i6 WF/Awz A14Ed MY OF GULF BREEZE, FLORIDA, SERIES C CITYOFMIAMI BEACH, fZ -CONVE R+SIONOF 1993 SUNSHINE VARIABI.ERATELOAN TO GULFBRff MW RATE (GOODMONM9 DEBT SERVICE SCHEDULE Dees rdnelpet cmvm hnp.0 ielalr+I 919CAL ldPAt ! uroi/2001 78.413.76 78.413.75 78.413.75 6/01/2002 - 117.0.63 117.620.63 �'• 12/01/2002 285,000.00 3.8751 117.1620.63 402.620.63 620.241.26 6/02/2003 112.098.75 112.098.75 12/01/2003 296.000.00 4.1501 112.198.75 407.098.75 519.197.60 G/OLP 4 - 10507.s0 196.9n.so - r 12/01/2004 310.000.00 4.2601 106 J77.50 416.977.60 s21.986.00 61OV2006 - 99.390.00 99.390.00 - 12/01/2005 320.000.00 4.2501 99.390.00 419.390.00 618.780.00 6/01/200692490.00 92.590.00 - 1 12/01/2006 335.000.00 4.000 92.690.00 427.590.00 320.180.00 6/01/M07 86;890.00 85.890.00 12/01/2007 360.000.00 4.0001 85:890.00 435.890.00 621.780.00 6/01/20M - - 78:890.00 78.890.00 +r { u/01/2008 365,0 00.00 4.0901 78:890.00 413.890.00 622.780.00 6/01/200971.590.00 71.590.00 - �- 12/01/2009 380.000.00 4.1009 71.590.00 451.690.00 523.180.00 6/01/2010 63:800.00 63.000.00 32/01/2010 395.000.00 4.2501 63.800.00 468.800.00 622.800.00 6/01/2011 - 55.406.S 56.406.25 (` 12/01/2011 410.000.00 6.0m 556406.25 465.406.26 520.8u.s0 6/01/2032 - 46.156.26 46.166.26 u/01/2012 430.000.00 5.000E 45.166.26 475.166.25 520.312.50 r^ 6/01/2013 -34.406-26 34.406.25 1f 12/01/2013 450,000.00 5.0m 341406.2S 484.406.26 518.812.50 6/01/201 23`.156.25 23.166.25 12/01/2014 475.000.00 4.7501 23156.25 498.156.26 s21,3u.30 r 6/01/2015 11.875.00 11.876.00 . t 12/01/2015 500.000.00 4.7501 31'.875.00 611.875.00 523.750.00 TOW 8,100 000.00 - 2,074,107.01 7,374,107.51 - r YInD SGITISSCS r BaWYnrDelYr -i/dii1 '-- Avmw Lifr - i 829 Yeere A+btye Coupon - — 4.6l061647e �-- E4 Net in0aert.Cdt OOC' 87f7719sf Trw WON* Coes cnrl 4A=14%-- DwAYldd4xAr UDWrurpwr 4.6293605% All I?ChUive Coes UIQ 4432=7T% ms rORM Sl1.Si Net h*nd Cor' 41082804% WdShkd Av=p Meeurh;• 8 800Yevs WXWM R ~ &Lo Rk sAVmVAkQd! V4rAM x AdeO JbWAa-d, 7/1712WI M4 M( Fm - par Amaudatlot d- Yeoeled Realm or Gl MU10 Gmu Rada aor 7atal 1AdCrAdke3 nlecoaat (0.754x) CITY OF GULF BREEZE, FLORIDA, SERIES C Did t992W C1 YOFAffAMI BEACH, H-C0NV=0N0F x'998 SUAMJME VARMAW RAMOAN Bawd Year ixna:r TO GULFBI?EfZ IEE RATE (GOODMOATV (' Avmp Coup^' Wet Cad M" Trus k temd cad ff*^ PRICING SUMMARY 1Nlidml<Ibeghlm pl�6iBrJ'Luear - dw mom* Type afBord co" vW Mzftftvmhld PAM DOWFAM r U/01/m Serial Co4on 3.8751 2.9601 206.000.00 101.1843 2!6.374.40 12/01/2003 Serial Coupon 4.150% 3.100% 295.000.00 101.6643 299.900.80 22/01/2004 Serial Coupon 4.2503 3.6101 310,000.00 101.11M 316.162.00 712/01/2005 Serial Coupon 4.250% 3.800% 320.000.00 301.7771 325.686.40 12/01/2007 Teri 1 Coupon 4.000% CUM 686.000.00 99.2221 679.670.70 12/01/2008 Wei Coupon 4.0001 4.2901 965.000.00 NAM 30.302.SS. 12/01/2= Serial Coupon 4.3001 4.4103 300.000.00 97.862% 371.837.60 r- 12/01/2010 Serial Couper 4.2501 4.5102 395.000.00 98.8311 367.222.46 12/01/2011 Serial Coupon 5.0003 4.6103 410.000.00 103.1711 423.001.10 IVO3/2012 Serial Coupon 5.000% 4.7401 430.000.00 '102.2691 439.607.90 �- 12/03/2013 Serial Coupon SAM CMU 460.000.00 101.4663 456.597.00 12/01/2015 Toro 2 Coupon 4.750% 4.9703 975.000.00 97.7571 963.130.75 7btd 5, 00,000 00 - 5,288,662 4s MD n4roleiw MON par Amaudatlot d- Yeoeled Realm or Gl MU10 Gmu Rada aor r r I� 0 I soomAow 0117-54 S -V99 L45 3(89,!53.861 5,259,706.77 645,18147 U23 yon 4.5805M% 44T97710% 44632=1411 }ger I brook VIP/2001 ! w/lv 7atal 1AdCrAdke3 nlecoaat (0.754x) Did t992W Tbu1 Aachen rao- Bawd Year ixna:r Avmv 14& (' Avmp Coup^' Wet Cad M" Trus k temd cad ff*^ � 1Nlidml<Ibeghlm pl�6iBrJ'Luear - dw r r I� 0 I soomAow 0117-54 S -V99 L45 3(89,!53.861 5,259,706.77 645,18147 U23 yon 4.5805M% 44T97710% 44632=1411 }ger I brook VIP/2001 ! w/lv r MY OF GULF BREEZE, FLORIDA, SERIES C MYOFM1AMBEAaf, fz -CONVL lONOF l"5 SVN&r Z VARM rSRAMLOAN 70 OLVAREMFDW RATE (GOODMaW9 DETAIL COSTS OF ISSUANCE Dated 00/01/2001 Ddiwad 00/01/21 O! COM OF ISSUANCE DErAL l6rneYlAdYlfor cky 3pom Cooar' MTN t,R Apo &a PAW Akfxm-der Ab = A9mMdtC"-J&-lwQWU-GXPJMw% W& 7/l7/"l & /Mf r CM OF GULF BREEZE, FLORIDA, SMW B 07YOFMIAM(Mal a-CONVMWNOF1993SU1Y MM V,4"I J"=LO" ?10 GULFBRF�7.Et7X9DRATL"' (GOODMONEYI SOURS A UM Dawo /oli:ool 30lJlm OF rms ft#mo"4(5=& t'.alf Bmm C=ftW*M fw Cat of lt=&= ....._ USPS of rm" UW UrA= r M t Dkamd (0.78410 Coad bauanoatoba Fail by Cby Groat Dad biauaaoa Pmrdm (70.0bp' FaadtAvg br Vac. Bast Un ddaa L an ltye ti•� . iii.wy WAwama ~ sib /IWW Akww - dw Mko ivaed 06/0112[ 31 32,2a000000 38,322A7 52,267,671.37 32,237,671.67 ille s �-GL MRAK8A N6Gd9MmV eto& 7/!7/Jwl 9.16Ak [IN r MY OF GULF BREEZE, FLORIDA, SERIES B CITYOFMlAM1BEAChf, FL-C0NVDW0N0F 1993 SUA►SJzW VARMBLEXAMLOAN TO GWBREEW nXMRA7E (GOODMONEV DEBT SERVICE SCHMULE Dots PtilwivA Coapoo lyftno TOW M HWALTMAL r ` 8/01/2001 - 12/01/2001 35.641.67 35.641.67 35,641.67 6/01/2M 53.462.60 53.462.50 - 12/01/2002 130.000.00 6.2501 63.462.50 WARM xM 216.925.00 vov2Do3so,575.00 60.675.00 12/01/2003 120,000.00 5.2501 60,57S.00 170.575.00 221.160.00 �— 6/01/200441,426.00 47.425.00 12/01/2004 125.000.00 5.2501 47,425.OD 172.425.00 219,850.00 € 6/01/2005 - 44.143.75 44.143.75 12/01/2006 130.000.00 5.2501 44.143.75 174,143.75 218.x87.50 �• 6/01/2006 40.731.25 40.731.26 12/01/20M 140.000.00 4.7501 40.731.25 180.731.26 2M.462.50 6/01/2007 - 37.406.25 37.406.26 .— 12/01/2007 145.000.00 4.750t 37.406.25 182.406.25 219.812.50 6/01/200833.962.50 33.962.60 00.00 12/01/2008 150.07 4.501 33.962.50 183.962.50 217.925.00 6/01/2009 - 30.400.00 30.400.00 - r 12/01/2009 160.000.00 4.7501 30.400.00 190.400.00 220.800.00 6/01/201026.600.00 26.600.00 12/01/2010 .000.00 166 4.Mo t .26.600.00 191.600.00 218.200.00 r 6/0LAM22.681.25 22.661.25 12/01/2011 175.000.00 4.7501 22.681.25 197.681.25 220.362.50 6/01/2012 - 18.525.00 18.525.00 12/01/2012 180,000.00 4.7501 18.525.00 198.626.00 217.050.00 r 6/01/201314.250.00 14.250.00 - lvol/2013 190.000.00 4.7 501 14.250.00 204.250.00 218.500.00 6/01/2014 - 9.737.50 9.737.50 12/01/2014 200,000.00 4.7501 9.737.50 209.737.50 229.476.00 6/01/2016 4.987.50 4.987.50 - 12/01/2015 220.000.00 4.7601 4.967.50 214.987.60 219.975.06 r- TOES 2,200,000.00 908x416.87 3,105,416.67 - YMLD SfA?ISM r Bond Yam Dawn ..... 819013.33 AVMP uk 8 89'Llioes AvagpCmpm—,„,.,•.,.,,.--» ., .- -. 4.7871872% Na [etend Cert 00^ 4.576730614 Ttae ledeteet feet 111^ 4.9088343% 8oed YkM for AtbiKW hamper• 4.9448766% 6 All Iaolnaifs Crit Wr' 4.5181448% 1RS FORM 8088 �- Not >ftmCca�. 44290541% We &WW AVWW Maft* . _ . _ 8.527 Yw r WlldemR pouf* Aca nk =mjagk* Y. Ta7m Ad&Jfmvm-d. 7/l71jwl x1604! M Y OF GULF BREEZE, FLORIDA, SERIES B C17Y0FA0AMI BEACH, IL -CONVERSION OF 1993 SUNSHINE VARUBLERA7SLOAN TO GULFBRMEIIXED RATE (GOODMOMV MCING SUMMARY TM of ead C=9= ykw Mmu97vdoe PAN Door Prig 12/01/2002 Serial Coupon 5.2501 2.9601 110.000.00 1N.9611 173.279.10 12/O1/20M Serial Coupon 5.2502 3.4001 120.000.00 104.1112 124.933.20 12/01/2004 Serial Coupon 5.2501 3.7001 125.000.00 104.6131 131.016.25 12/01/2005 Serial Coupon 5.2502 3.0001 730.000.00 105.7372 137.450.10 32/01/2615 TWO 1 Coupon 4.7501 4.6751 1.715.000.00 96.7151 1.602.9U.25 TOW 2,200.000.00 - 2.188#1.90 IIID1WF ID"IM Per Avame ar "ord- RootlaLs Premium or O�ie000sr++ Gfous eloduedom ........._.. _ ..... tae! Uaawwritere DiW=W (0.7541) 1" (05.230+6) Told Puteluee pri-- Bad Yaw Door Avera Uk Wet lneavp Cort omV True hdc" ! Cart w *mm RHawk id A*ftj unat-dw s2,20o,000.00 (351.10) 52918016".90 2a6,S6.5M 2,193P64.39 12.163p6.39 276,01".63 6.697 Yon 4.7671"72% 4.6767300% 4.9096143% irie+GR Lcuu -GS9? ust*ft 7/I7/2Q01 &. SAW I CITY OF GULF BREEZE, FLORIDA, SERIES B C17Y0FMMA?I BMCH FL-OONVF.RSIONOF 1993 SUNSXI NAS VARMSSRA2ria4N 70 GULFBREFZEl=RA7V (GOODMOJYM DETAIL COSTS OF ISSUANCE Daaai OVCI/Z I D&HMW osioiiu of COSTS OF ISSUANCE DETAM CilyFamm lAdview CRYSpeeial Cowie TOW li+o m R lila & Cv Ad& Mom - d'w SIA"AT SIASS. a ss, OM Me a Atla82,G9,r VL JW 6r f/17/Noz RJiAw r— CITY OF GULF BREEZE, FLORIDA, SERIES E C17Y0FMlAA0BFACNp JWRIDA LOAN SIOMMBADMOMEYPLU $SAdMGOODMOMEY $7.5MMFOR S n%MWMLOAMPAY0JT TarAL ISSUE SOURCES AND USES (awed o3/oi/2oo1 Win ms 05/01/2001 t iladlGmm Good3mm G993Stm11arbgz In= Stmt tale SOUR= OFiumm Ar Amamta[9wAL....S10,000,000.00 tS,000,000.0o S7,"00,000.00 522,800x0(0.00 bomaLs Ranto r� - 50,72S.Oo 30.7i 500 odoral ictus memm (ow) - (3309.80) (16,932.00) (50,84 .80) GNf "needs Zquity Cad* Im Cat of ttmw- 92,591.93 130,149.16 222,741.11 r 70TAL S01J1tR *Q 59,966,110.20 15,075,83953 87,6b0,874.18 522,722,& 4.31 G UnS of FutwS — undswzfwft Dieootm' 100,000.00 37,892.1" 36,63:3.23 194,21038 Cam of amm t0 be PWd by City 30J000.00 13,750.00 I I'MAO "S,Ot o.W Gros 9otd 6mmm Youe)atn ( 70.0 bp) .. _... 109,787.77 $4,899.76 73,610." 238,21850 Depod110 Cauk+wocn ftnA 9,726122.43 4,989,298.0 7,539x473.00 22,=,V. 5.41 TOTAL UStr , _._ . _ 59,966,110.20 S5A75,639.93 S7,680,674.18 $22,722,6: 4.31 wMima ~ &co Fwkkliunm -dw F F F JJk = fntFlawteSvmmeq 7i l7/�J �Jt J"f F I r i F F r t CM OF GULF BREEZE, FLORIDA, SERIES £ CtrYOFMMM MAOI RORMA LOAN $]OMMBADMOATYMUS$&W GOODMONEY $7.5MM FOR SEMM 63 LOANFAYOfF DESf SERVICE SCHEDIM Dow Hin*01 C"= hnwm TOW P+1 315CALTOM 8!01/2001 12!01/2001 348.464.17 318.454.17 348.464.17 6/0112001 522.681.26 622.661.26 - 12/01/2002 925.000.00 3.8757 SU.681.26 1.447,681.26 1.970.362.52 6/01/2003 - 504.759.36 504,769.38 12/03/2000 960.000.00 4.1251 104.769.36 1.464.759.36 1.01,536.71 6/01/2004 464.969.36 464.919.35 - 22/0112004 1.000.000.00 4.3751 464.959.38 1.464,969.36 1.969.916.75 6/01/2006 463.064.38 463.0114.36 12/0112006 1.040.000.00 4.6251 463.064.36 1.503.064.36 1.966.166.76 6/OU2006 439.034.38 439.034.30 12/01/2006 1.090.000.00 4.0001 439.034.38 1.629,034,38 1.968.068.76 6/01/2007 417.234.36 417.234.38 - U/01/2007 1.136.000.00 4.0001 417.234.38 1.662.234.38 1.969.446.76 6/01/2008 394.534.38 394.534.38 12/01/2008 1.180.000.00 4.0001 394.534.38 1.674.534.38 1.969.066.76 6/0112009 - 370.934.30 370.034.30 12/01/2009 1.225.000.00 4.100E 370'.934.38 1.15.934.38 1.066.866.76 6/01M10 345.821.88 345.621.66 - 12/0112010 1.275.000.00 4.2501 345,821.88 1.620.821.86 1.996,643.76 6/01/2011 316.728.13 318,728.13 12/01/2011 1.330.000.00 S.000i 318.728.73 1.648.725.13 1.967.466.96 6/01/2012 6M.479.13 285.478.13 - 2/01/2012 1.400.000.00 5.0001 285.478.13 1.666,478.13 1.970.956.26 6/01/2013 260.476.13 250.478.13 12/01/2013 1.465.000.00 5.00011 250.478.13 1.715.476.13 1.963.956.86 6/01/2014 213.653.13 213.653.13 - 12/01/20M 1.515.000.00 5.7251 213.863.13 1.718.863.33 1.972.706.26 6/01/2015 174.262.51 174.262.51 - W01/2015 1.620,000.00 5.1252 174.262.51 1.794.262.51 1.066.525.02 6/01/2016 132.710.00 132.760.00 12/01/2016 960.000.00 5.0001 132.760.00 1.092.760.00 1.225.500.00 6/01/2017 308.760.00 108.750.00 - WOV"17 1.010.000.00 SAM 106.760.00 1318.750.00 1.227.600.00 — 6/01/2018 83.500.00 83.500.00 12/0112018 1.060,000.00 SAW ®.500.00 1.143.500.00 1.127.000.00 6/01/2019 67.000.00 57.000.00 12/0112019 1.110,000.00 5.0001 57.000.00 1.167,000.00 1.21.000.00 6/01/2020 29.950.00 29.250.00, - u/O1/2020 1.170.000.00- S.ODU -- _ 29.250.00 -1.199.250.00 1.M.600.00 TOW ZZAM.000AO 11,642,44133 34.042,64133 - YMJD Sl'A'17SIUM -- - - Bad Year DAA s658.1s5Ao Avemp u* IDAU YOM Avemp Coop• • 4.6266108% Net lote9et Cast WlQ - — - ,._- 4.9081017% ihne ieteesa Ceti fHr, M 43030890% tlad Yield 6x AMImp Futpmw 4.9342250% AO indu" Cort WQ .._ •• 4AS01466% as FORM 8058 Net 111409" Cees 43477569% Wei 0d Aveme Mwety 10365 Yn9 Wiw&m R Hough ! Co &umnaQ CITY OF GUIX BREEZE, FLORIDA, SERIES E C17Y OFAUAAO BFA Cf4 HOWA LOAN $ t OMM BAD MONEY H US $5MM GOOD MONEY s7.5"ifFOR s omaLawPAYOFF PRICING SUMMARY Motu* TM o(Bond Cwpm YAW MatudtyYabw Ria Day" PAN 11/01/2002 Serial Coupon 3.8751 2.9601 925.000.00 101.1641 935.962.00 12!01/2003 Serial Coupon 4.1251 3.4001 960.000.00 101.6091 975.446.40 12/01/2004 Sarial Coupon 4.3761 3.6301 1.000.000.00 102.3781 1.023.780.00 12/01/2005 Serial Coupon 4.6261 3.8001 1.040.000.00 103.2621 1.073.924.80 12/41/2007 Tent 1 Coupon 4.0001 4.1401 2.225.000.00 99.2221 2.407.69.68 12/01/2008 Serial Coupon 4.0001 4.2901 1.180.000.00 96.1671 1.168.606.60 12/01/2009 Serial Coupon 4.1001 4.4101 1.225.000.00 97.8521 1.198.687.00 12/01/2010 Serial Coupon 4.2501 4.5101 1.275.000.00 90.0311 1.249.896.26 12/01/2011 Serial Coupon 5.0001 4.6101 1.330.000.00 103.1711 1.372.174.30 12/01/2012 Serial Coupon 5.0002 4.7401 1.400.000.00 102.2631 1.431.611.00 12/01/2013 Serial Coupon S.000t 4.8401 1.465.000.00 101.4661 1.486.476.90 12/01/2015 Two 2 Coupon 5.1251 5.0401 3.155.000.00 100.8531 3.191.997.45 12/01/2020 Tern 3 Coupon 6.0001 5.1801 6.310.000.00 97.8101 6.193.711.00 Tete! 22.500.000.00 2MMI8S.10 BID WORMAMON PhrAMMOOMODO Bacf ala Rna, ae= cone clew 3todUcdck- Total UrA wd6f4 Discount to.66 w Bid t9H.136761 Tct.1 Raehau !'dee................. Bond Yar Dduu- Avaw W' AruW Couper Not leMeesY Cat QYIP Trus bum Cat t1Y' iY=Wm R JWWb ! Cb A+f*i wnw-db it2j00,000.00 alum SZ$499.6a3.20 St194,=.= 22,M,6UM ...- Si2.70S,e52.eZ U39,135.00 30.62.5 YOU 4A266308% 4.908101716 4.9090690!6 fYie= �Ya�O' -- 7/J7/fQDI x.YAl1 Dams oaf0lisool CITY OF GULF BREEZE, FLORIDA, SERIES E C19Y0FMI4MI BEACH WRIDA ZOAM (W ManeyFortiar) SOLO= OF FUPIDS PwAmmmta[l" OMad bm Dii=W (Olin TWAL SOURITll uses OF FUM)s lhdawttief� Dirooa�► Coo ofImam wbePddbyC0f Gmm Bond hwmu= Pmdm (W br` Depub b Cmftwdm Fuad. TOTAL USE° Wmi mxIkq &a Ad&)Dmwm-dw DCHVctsd 06/otv6".101 6/or000im.00 (33,6UJO -_— $9,866.110.20 100,000.00 30,000.00 109,767." 8,726.322.43 68,886,110.20 Ak=AdAAdpGRsf-GLQ rf94Wd.Oram f/l7/AVI al. BAK r CM OF GULF BREEZE, FLORIDA, SERIES E CllYDFMIAMI BEACiI, FLORMA LOAN (Bed AimeyR7rdozO F DEBT SERVICE SCHEDULE 9 William R Hugh ACo /tk = MmBrhGA&t GaULMA&CMwf-edlV= e/o1/2o01 12/01/2001 156.692.92 156.692.92 156,2.92 6/01/2002 238.039.38 236.039.78 - r 12/01/2002 345.000.00 3.675! 238.039.38 580.039.38 815.078.76 6/01/2003 228.386.00 228.355.00 12/01/2003 360.000.00 4.1251 226.356.00 58SA5.00 836.710.00 - - e/8172A04 — - 220.930.00— --220.93Q.00 r 12/01/2004 380.000.00 4.3751 220.930.00 600.930.00 821.860.00 6/01/2005 212.617.50 212.617.50 12/01/2805 390.000.00 4.6261 212.617.50 602.617.60 815.236.00 6/01/2006 203.598.75 203.598.75 12/01/2006 410,000.00 4.0001 203.598.75 613.598.75 817.197.50 6/OU2007 196.398.78 196.398.75 - U/01/2007 425.000.00 4.0001 195.396.75 620.398.75 835.797.50 6/01/2008 - 186.898.76 186.896.76 12/01/2008 445.000.00 4.0001 186.898.75 631.898.76 818.797.60 6/01/2009 1".998.75 177.998.76 12/01/2009 450.000.00 4.1001 177.996.75 637.998.75 815.997.50 r6/01/2010 - 168.668.75 168.568.75 12/01/2010 480.000.00 4.2501 166.568.75 648.568.75 817.137.60 l 6/oU2011 - 158.368.75 158.366.75 12/01/2011 soo.000.00 5.0001 166.369.75 658.366.75 816,737.5o r- 6/01/2012 145.068.75 145.868.75 - 12/01/2012 526.000.00 6.0m 146.868.75 670.868.75 816.737.50 S 6/01/2013 - 172.743.76 132.711.75 - 1 OU"33 550.000.00 5.0001 132.743.75 682.711.75 815.487.60 6/01/2014 - 118.997.75 118.993.75 - 12/01/2014 580.000.00 6.UU 118.993.76 698.993.75 817.987.50 6/01/2035 104.131.25 104.131.25 12/01/2015 610.000.00 Lust 104.131.25 734.131.26 816.262.60 88.500.00 86.500.00 - t6/OU2016 12/OU2016 640.000.00 5.0 001 88.500.00 728.5W.00 817.000.00 6/01/2017 72.500.00 72.500.00 12/01/2017 676.000.00 5.0001 72.500.00 747.500.00 820.000.00 r 1 6/01/201656.625.00 58.625.00 - 12!01/2019 706.000.00 6.0001! 56.625.00 760.625.00 816.250.00 6/01/2019 - 38,000.00 36.000.00 12/01/2019 740.000.00 5.0001 38.000.00 778.000.00 815.000.00 6/01/202019.500.00 19.500.00 - 12/01/2020 780.000.00 S.Ma -- -- 19.500.00-- 798.500.00 _19.000.00 �•- TOW l0000p0000 - 8,689,888." 18,889.966.66 Y= SPA713 = sena Year Daft- si te,769.38 1r i AVvMV 10- 11A79 vkm AvemP Coopoe 4.866"78% Net hMnert can Min 4.96138.!' S 7hm lnknot Cos f1Y'` 5M14741% sad Yiew toe AAAaw weper• 4.9!48290% (" {i All Ineludw Cop UtO.... - 4.9t76485% IRS FORM 8038 Ns inanum Car 4.9370001% r WdSkbd AvmV A4 %dtj... - —.. 7 t.621 Yuo 9 William R Hugh ACo /tk = MmBrhGA&t GaULMA&CMwf-edlV= r ,- CTTY ©F GULF BREEZE, Fi.C3RMA, SERIES E CITYOFMMW BFAQ4 JWADA LOAN (Bird Af=yiiu6W PRICING SUMMARY Mataft Type of aoaa coupon Yield warlty vain hide DOW Rite r 12/01/2002 Serial Coupan 3.8761 2.9601 346.000.00 101.1041 349.064.00 12/01/2003 Serial Coupon 4.12$1 3.4001 360.000.00 101.6091 366.79¢.40 12101/2004 Serial Comm 4.3751 3.6101 380.000.00 102.378% 309,036.40 12/01/2005 Serial Coupon 4.626% 3.8001 390.000.00 303.2621 402.721.00 12/011?A07 Tar? 1 Coupon 4.000x 4.1401 035.000.00 99.2241 040.S03.70 -`1!70172000 SaKel Coupon 4.000% 4.2901 445;000:00 98.107x 436.932.13 12/01/2009 Serial Coupon 4.100t 4.4101 460.000.00 97.8521 460.339.40 �. 12/01/2010 Serial Coupon 4.2602 4.5101 480.000.00 98.0311 470.648.90 12/01/2033 Serial Coupon 5.0001 4.620% 600.000.00 103.171% 615.065.00 12/01/2032 Serial Coupon 6.0001 4.7401 625.000.00 102.2531 536.828.26 7 12/01/2013 Serial Coupon 5.000% 4.8401 550.000.00 101.4661 650.067.00 12/0112015 Tom 3 Coupon 5.1451 6.0401 1.190,000.00 100.8S.#1 1.200.150.70 12/01/2020 Terve 4 Coupon 5.0001 5.180% 3,640.000.00 97.8101 9.462.474.00 C TOW 10,000,000 00 - s,868,114 30 sm n�ol�w►i1oN hr�+tAmormtaflond• :10a000�00i1.00 Glom hainctior58,886,110.x0 Tew thderwcller r Di comt (1.000%) S(IOO o om 1w (IM661%) 8,886.110.10 Taal had" h("- >j9�ga il0 Z0 BadYaarl7o9a:r 5116.792M.S3 A" n V 1F- 31678 Yeas A �,. 4.8a8887Ali Nt> CRMOw.w 48b1SZa81r r True LuerekCos or 8.0014M% r- W0'8ma ik jk a co NJa ra:4bxGRdY-GL 's AANcAham-O. 71jMAW dr*9m r -- Dead 08/01/2001 MY OF GULF BREEZE, FLORIDA, SERIES E 0770FJ l"W BEACN 1WRIDA LOAN (Cm d Aknc7Por*o]V SOURCES A USES SOURCES OF FUNDS ftAmom cfDm& 04wh mo vwwzd (CID? Odt &eeee Equity t,ottt& foe Cat d w arta.. Coco at lmum to be Paid by Cily Gma Bond Ito mm Premium ( 70.0 bp)............, Depodt ro Caeetsue4m Paad TOTAL USES .w. .. ... .. wlmm R Hoyyh & Gb luhB A%u -dw Ddivand Os/Ol/Z101 37,69LIS 13,760,00 64,899.78 4,909,298.00 S6A76,e3%93 yu,.,4Gr9raMECCDa-Cp= &m 7/lr/jWl Mt m r r r r r M Y OF GULF BREEZE, FLORIDA, SERIES E C77YOrA"W MACHO HnRMA LOAN (GoodAfoMf cation) 0 Csr pdmkuj COW= hdeeset TOW ?+I FIiCAL=A[ 0/01/2001 4.980428011 - - Said Yield for AzWkW PugmL- ., 4.9142260K w01/2001 .. _ 4.9148690% - 70.347.60 7B,347.50 70.347.50 6/012002 1171521.25 117.621.26 12/01/2002 375.000.00 3.8752 117.521.25 292.521.25 410,042.50 6/012001 - 114.130.63 114.130.63 12/01/1003 180.000.00 CUR 114.130.63 291.130.63 400.261.86 6/01/8004 110.410.13 110.418.13 0 12/01/2004 180.000.00 4.3751 110.418.13 296.410.13 405,036.26 6/012006 a106,3n.25 306.371.25 12/01/2005 196.000.00 4.8251' 106,3n.n 301,3n.n 407.742.50 6/01/2006 101,861.00 101.861.00 w01/2006 205.000.00 4.000% 101.861.88 306.861.88 400,723.76 6/01/2007 97,761.86 97.761.86 12/01/2007 215.000.00 4.000% 97,761.06 312.761.88 410.523.76 6/012008 - 93,461.98 93.461.00 - 12/01/2008 220.000.00 4.0001 93.463.80 313.461.08 406.923.76 6/OU2089 - 09.061.00 N.061.00 w01/2009 230.000.00 4.100% 89.061.88 319,061.80 400.183.76 6/almlo 64.346.00 94.346.00 12/01/2030 240.000.00 4.250% 84.346.86 324.346.80 408.690.76 6101=1 79.246.88 79.246.08 waLmll 250.000.00 5.000% 79.246.00 389.246.88 406.493.76 6/01/20]! - 72.996.98 72.996.00 - 12/01/2012 266.000.00 S.0o0% 72.996.00 337.996.88 410.993.76 6/01/2013 - - 66,3n.80 66,3n.N w01/2013 276,000.00 6.000% 66.3n.90 341.3n.N 407.743.76 6/01/2014 069.496.0 59.496.88 - 12/01/2014 290.0 00.00 CUP 59.496.88 349.496.00 40B.993.76 MUMS 52.065.63 52.065.63 32/012015 305.000.00 LUR $2.000.63 967.000.63 409.131.26 6/21/2016 44.250.00 44.250.00 w012016 320.000.00 5.0001 44.250.00 364.250.00 409.500.00 6/0U2017 36,260.00 36.260.00 . 12/01/2017 335,000.00 5.000% 36.250.00 3n.260.00 407.500.00 6roU2018 -no 27,875.00 27.635.00 - wolle 355,000.00 Low n.e75.00 352.635.00'm 6101/2019 19.000.00 19.000.00 - 32/01/2019 370.000.00 6.000% 19,000.00 389,000.00 400,000.00 6/01/2020 9.750.00 9.760.00 12/01/2010 390.000.00 5.000% 9.750.00 399.760.0 _4000.00 Tad 5.0WJMAO - l,SQX5.12 7A42AY8.12 Bad Yaer Dour MAI1.07 Ammp Ulf 11.692 Yves Avemp Calms 4.S66S7801e Nd homy Cole eel' 4.980428011 Tette hdued Cart W r .. _ , 4.07210F11tti Said Yield for AzWkW PugmL- ., 4.9142260K All iedud" Cat (AV ..�_ _ .. _ 4.9148690% 1R4 roRM 8058 Nd ho=* Cer' wdsbw A%Ww t+lou* wwam R ~a !b 4.93718M 11.624 Yaw Ab +Al&A:hW sf-Clll18AE/ZVfff-Coed&w - F F I F F F CTIY OF GULF BREEZE, FLORIDA, SERIES E r MYOFMUMI BEACH, AORMA LOAN (Good MoneyPoton) P PRICING SUMMARY Matuft Type alnone Ceupon YWd Maem*value Price Pdoe r- U/01/2M Serial Coupon 3.8751 2.9601 175.000.00 101.1841 177.072.00 12/01/2003 Serial Coupon 4.1251 3.4001 160.000.00 101.6001 182.896.20 12/01/2004 Serial Coupon 4.3751 3.6101 185.000.00 102.3781 189.399.30 12/01/2005 Serial cw= 4.6259 SAM 195,000.00 103.2621 201.350.90 12/01/2007 TWO 1 Cottw 4.0009 4.1409 420.000.00 99.2221 436.732.40 12/01/2008 Serial Coupon 4.0009 4.2909 220.000.00 98.3879 216,011.40 12/01/2009 Serial Coupon 4.1009 4.4109 230.000.00 97.8529 225.060.60 I2/OI/2010 Serial Conpon 4.2509 4.5101 240.000.00 90.0311 236.274.40 ' 12/01/2011 Serial Coupon 5.0009 4.6109 250,000.00 103.1712 257.927.50 32/01/2012 Serial Coupon 5.0001 4.7401 256.000.00 107.2531 270.970.46 12/01/2013 Serial Coupon 5.0001 4.8409 275.000.00 101.4661 279.031.50 12/01/2016 Tarn 3 Coupon 5.3269 5.0401 596.000.00 100.0639 600.076.36 12/01/2020 Tena 4 Coupon 5.0001 6.1801 1.770.000.00 97.8101 1,731.237.00 r 7bul eAWA00.00 - 4AL%04aao DID INilb11MATION PWAVAUddlanda__ .r_..... Rwfleft Pna' a (Diecoum' MOM= Gnu Roduadw $4,9x6,048.0Q Toad Underwrks 4DimvM (0.7841) 307,N2.IS) Hid (96.80791? 4,848..136.86 Toad Patolus PW- S4.845,MAS lend Year DoIIM?- $511,411.67 Avsgg tut- IIAU Yaws A•e W COupOe AAM79016 j Nd 1Mnae Cwt ow 4.580429M I Tins kin" (bat W" 4.87210111x t *wMA ~ ECo Ab=a(6AckGR4f�� Rr6JieAmanoe-dw S.ZJW F I F F F r . r. CITY OF GULF BREEZE, FLORIDA, SERIES E C17Y0FMI4MIBEAC%fZ-CONVLWONOF1993SG01►MW VARMURAT£LOAN TO GULFBREPZEMW RA 7F (GOODMONE" SOURCES # USES Dated08/07/2007 SOURCES OF FUNDS 1'arAMMM060006 Gulf Pnm CM b*Qd= ter Cast of brAn - TOMSOW" USES OF FUNDS Tow un eewdmesviKvm (0.7801 Cog ofW me to beFeldbyCity.... cmu Bond hLmfm a Peemium (70.0 bp)......... Faadt AvVA for Va. Bate &m dm I= nywaa TOTAL USES-..........-... _. YlMkmxlb &Cb AriGellaavm-ds De6rmad 06/01/1901 50,725.00 190,149.18 $?AW,ST4.18 56,591.29 u,250.00 79,610.5 7.599,479.00 _ 87,680,674.71 ifk=Asi�Bc9GD.sf-G K rlaR'r 7/17/Ml &'SAW r r CTTY OF GULF BREEZE, FLORIDA, SERIES E r C17Y0FMI4MI B Qfp PL-COMMMONOF 1993 SUNSI M VAR"LCR MOAN 70 MUM= TLYMR47E MOOD MONEV 1 DEBT SERVICE SC IDM Dab pfbchd cwgm tnlume ToWF+l HWALTOTAL 8!01/2001 - ]2102/2001 113.413.75 123.413.75 113.413.75 6/01/9002 170.120.63 170.120.63 - r 12/002002 405.000.00 3.8761 170.120.63 575.120.63 745.141.26 i 6/01/2003 162.173.75 162.279.75 12/01/200.1 420.000.00 4.125% 162.273.75 582.273.75 744.647.60 6/01/2004 M.611.25 153.511.25 22/01/2004 435.000.00 4.375% 153,611.25 688.611.25 742.222.60 6/01/2005 -144.096.63 144.096.63 - 12/oVM 455.000.00 4.6251 144.095.63 599.096.63 743.191.26 t• 6/01/2006 133.673.75 133.573.75 - 12/01/2006 475,000.00 4.000! 133,673.76 608.573.75 742.147.50 6/01/2007 -224.M.76 124.073.75 12/01/2007 495.000.00 4.000% 124,073.75 619.073.76 743.147.60 6/02/200811x.173.75 114,173.75 12/01/2008 616.000.00 4.000% 114.173.75 62P.173.76 743.347.50 6/01/2009 103,873.75 103,873.76 r 12/01/2009 535.000.00 4.100% 103.873.75 638,873.75 742,747,60 6/01/2010 -92.906.26 92.906.25 - 12/01/2010 5,000.00 4.250% 92.906.25 647,906.25 740.622.50 6/01/2011 81.122.50 81.112.50 12/01/2011 580,000.00 SAM 81.112.50 661.112:50 742.225.00 6/01/2012 66.612.50 66.612.60 12/01/2012 610.000,00 5.000% 66,612.50 676.612.50 743.216.00 , 6/01/2013 51,362.50 61.362.50 - f 12/01/201) 640.000.00 5.8m 51.362.50 691.362.60 742.726.00 6/02/2014 35,362.50 35,362.50 - 12/01/2014 676.000.00 5.125% 35.362.50 710.362.50 745.725.00 i 6/02/2015 - 18.066.66 18.065.63 12/01/2016 705,000.00 SAM 181065.63 723.065.63 741.131.26 TOW 7.600.000.00 - s.015AW= 10,015,680.03 - I,.. { YMD STATNM land Yaw DAM— MMm - -- 1 Ava W I.W — -- - 8.524 You AVOW CAWW — - - - y--- 4.7174294% Nd hduw Cele 0e*% 4.7266188% 'hue Inbred Cad CW% 4.7020272% IIwA WA for At *np Azel+or- 4.9341260% A0 belu" Cod (Aia .,,,. „.., 4.61271167% i IRS FORM 8038 Nethl eed Cou 4 G067Z6W ses=e Wsi;hbd AvMeuttity....._..-. ... M ..w ._.. .w _ 9.824 %ane r WAYme L R=Wh t a !lk=AlieBOhr"-G Y, MAX PaWkJfae -dw 7/11/2Gt7! &isjw r { ,.. CITY OF GULF BREEZE, FLORIDA, SERIES E C17YOFMIAMI BEACH, H-CON{MWONOF 1893 SUNSHINE VARUZURATBLOAN 70 GULFAREW MW RATE (GOOD AMA= } PRICING SUMMARY bum* Thu of SMA coupon Yids bbft V lue Rion DAM Pdar 12/01/2002 Serial Coupon 3.8761 2.9601 405.000.00 101.1841 409.795.20 12/03/200.7 Serial Coupon 4.1261 3.4001 420.000.00 101.6094 426.757.80 12/01/2004 Serial Coupon 4.3754 3.6104 435.000.00 102.3784 446.344.30 (" 12/01/2005 Serial coupon 4.6254 3.6004 456.000.00 103.2624 469.842.10 12/01/2007 Tana 1 Coupon 4.0004 4.1402 970.000.00 99.2224 962.463.40 12/01/2008 Serial Coupon 4.0004 4.2904 516.000.00 98.]871 506.663.05 12/01/2009 Serial Coupon 4.1001 4.4104 535.000.00 97.8m 523.300.210 12/01/2010 Serial Coupon 4.2504 4.5104 656.000.00 96.0314 544.072.05 12/01/20U Serial Coupon SAW 4.6104 S00.000.00 10.1.1714 590.391.00 12/01/2012 Serial Coupoi 5.0002 4.7404 610.000.00 102.2634 623.745.30 *" 12/01/2013 Serial Coupon SAM 4.8401 640.000.00 101.4664 649.302.40 12/01/2015 Toro 3 Coupon 5.1254 6.0401 1.380.000.00 100.8591 1.391.771.40 Total - - - 7,500,000.00 - 7,530,728.00 r- MD VMRMATION Par Aanount of Badr $7�pprpOp 0p lfeo8tatlr%1•ftn&m or (DinanW -__-_ �• 50.72800 Grow PmxhN:tw S7,SOg723A0 •'1bW Undwwriler'a vb=u t (0.7S4v $04,S3a.23) Ed (88.82214' 71494,18.77 Total Pun:haae PA- $71{94,18.77 Bad Year Dour - $63,98000 Avem$a IM- AvMV Ccw LSU Ymn t 4.7174204% 1 d bftge t Cat C qrf 4.72 INIS True 411aat COR cW1 4.7020272% *3w malbvjbaco jr- PdhIoli6ww-d6r l F Ak=A((eldX:Bi-G K Ao�lr f/If/�0?I--AlllB( F Dasa oeiol/wol CITY OF GULF BREEZE, FLORIDA, SERIES E C17YOFA"W BEACM, JWArDA LOAN SIOMMBAD MONEYPLUSdSMMGOODMONEY $7.5MMFOR SUNSMll1►ELOAMPAV0)T DETAIL COSTS OF ISSUANCE chylpmwcmuAj Io *w m.&~&Co A+bDlcAM= -dw D.fi.aaaioiiz wi r t - r r DaW 06/01/:001 CITY OF GULF BREEZE, FLORIDA, SERIES E a YOFMbW BEAC/Y, HORMA LaVV (&d Many Ptr *hV DETAIL COSTS OF ISSUANCE COSTS OF LUSUAMM DUAL city N=mcw =of wm mRNawksm A*& Mum= - dw Wwwaa os/o1/: 001 slopom :z,wam S,1o'000.00 Hk mA LK -kr �-adJARjt9brs4kd comm WIFIA001 &fSAW F I D.wd os/ot/2001 CITY OF GULF BREEZE, FLOWDA, SERIES E ary0FMIAW BLACX, AORWA LOAN (Go dMone)rf'brdw) DETAIL COSTS OF ISSUANCE 1705"1'S Or ISSUANCE DaAX citi m Mw Advbw TMF wmwmit~&Co Datta d os/01/2 ml S7mo00 S6,260.00 513.760.00 T/7f/"Z S rsAw F * r- C17 Y OF GULF BREEZE, FLORIDA, SERIES E CFIYOFMIAMI BEACH, R-CONVEWONOF 1993 SUNSHINE VARMBLERAMOAN TO GZWBRF.EWFDWDRATB (GOODMONM rDETAIL COSTS OF ISSUANCE Dated 06/01/2001 Ddi"m 06/01/2101 T i' COSH OF lss MANCE Dsceu, Cily rom ial Advbor $$AGO= r— MY SPWW cove WT.V sl iAsoAO r N91!!am R floi{2h R Co APs-AadWCBWf- YaF7Gt fhL&Awaw-dr ?/17/JWZ & dA►! ADDITIONAL DEBT CERTIFICATE I, Patricia D. Walker, Chief Financial Officer of the City of Miami Beach, Florida (the "City"), DO HEREBY CERTIFY that: 1. This certificate is being delivered in compliance with the requirements of (A) Sections 2.02(6) and (h) and Exhibit E of that certain Loan Agreement dated as of August 16, 1994, between the Sunshine State Governmental Financing Commission and the City and (B) Section 6. N. of Resolution No. 94-21390 adopted by the Mayor and City Commission of the City on November 2, 1994 (collectively, the "Prior Debt Documents"). 2. The City is on this date entering into seven Loan Agreements (the "Gulf Breeze Loan Agreements") with the City of Gulf Breeze, Florida ("Gulf Breeze") pursuant to which the City is borrowing $47,145,000 under Gulf Breeze's Local Governmental Loan Program for the purposes set forth in the Gulf Breeze Loan Agreements (the "Loans"). 3. The Loans are payable from Non -Ad Valorem Revenues (as defined in the Gulf Breeze Loan Agreements) in the manner described in the Gulf Breeze Loan Agreements. 4. As reflected in Schedule I attached hereto, Non -Ad Valorem Revenues for the fiscal year ended September 30, 2000 were 2.95 times the maximum annual debt service on all debt obligations (including all long-term financial obligations appearing on the City's most recent audited financial statements and the Loans but excluding the debt obligations or portions thereof being refinanced by the Loans) secured by or payable from all or a portion of the Non -Ad Valorem Revenues. Debt service has been calculated in accordance with the applicable requirements of the Prior Debt Documents and the Gulf Breeze Loan Agreements. Dated: August 1, 2001 Patricia D. Walker Chief Financial Officer uernry: nt»;; Document a: 7725vi F Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 SCHEDULE I City of Miami Beach Non -Ad valorem coverage test analysis July 31, 2001 Proforma Coverage for fixed conversions Available Non-Advalorem Debt Service Total Revenues Coverage 9,049,469 11,563,059 10,891,315 10,607,580 10,547,224 10,498,086 10,448,318 10,384,111 10,324,584 10,245,519 10,190,488 10,314,056 10,224,394 9,487,803 9,469,113 6,380,500 6,367,250 6,325,500 6,256,250 2,698,250 534,072,735 34,072,735 3.77 34,072,735 2.95 34,072,735 3.13 34,072,735 3.21 34,072,735 3.23 34,072,735 3.25 34,072,735 3.26 34,072,735 3.28 34,072,735 3.30 34,072,735 3.33 34,072,735 3.34 34,072,735 3.30 34,072,735 3.33 34,072,735 3.59 34,072,735 3.60 34,072,735 5.34 34,072,735 5.35 34,072,735 5.39 34,072,73S 5.45 34,072,735 12.63 34,072,735 #DIV/01 34,072,735 #DIV/01 34,072,735 #DIV/01 34,072,735 #DIV/01 34,072,735 #DIV/01 34,072,735 #DIV/01 34,072,735 #DIVroI 34,072,735 #DIV/01 34,072,735 #DIV/01 t City of Miami Beach Non -Ad Valorem Revenues Available for Debt Service Coverage Fiscal Year Ended September 30, 2000 Total General Government $18,994,075 Decorations (119,899) Special projects (520,842) Lobbyist (166,395) FEMA (685,116) South Beach Management District (1,109,011) r- North Beach Management District (67,083) i Mid -Beach Management District (66,016) Equipment Renewal and Replacement (1,499,427) Total Mandated General Government $14,760,286 General Government $14,760,286 Public Safety 65,727,982 Total Mandated Services Ad Valorem Revenue (less RDA) Mandated Services paid from General Fund Non -Ad Valorem Revenues !r Total General Fund Revenues ' $111,817,095 I Transfers in (Resort Tax) 10,018,697 Less Ad Valorem Revenues . (55,404,773) r` Total General Fund Non -Ad Valorem Revenues Less Mandated Services paid from General Fund Non -Ad Valorem Revenues Available General Fund Non -Ad Valorem Revenues 'Peps 45Of CAFR W302000 F a $80,488,268 48,129,984 $32,358,284 $66,431,019 (32,358,284) $34,072,735 i I F t 1 I M » N Q» QQyQ�pQ qgQQ pp gQQQQppQQ,QQRQQp N 6 Sb,b Sa`i�4SS d SS Lp�, 2.5(OSa p��$] • • I p® N„n R P •.1 �i N N 11q C'j fi pf P MS s f V — » M Wad.6W44� i W OW Y r YC il - E R1 » M « n 1 e i i f i r i,ri K♦ri .ri«HnNNN 5 19MI N ........♦.....� x M sggHHMgggHfgg�fgf$$f flff ff pp xx gg�� ��tdR�RRR�R�Ri3�RARRRR��R�R����R� N w R88.8$g8s5tss8RR$s.$8$ . . ... . . . . . .., . . P N Opp P « P N p pp p p ¢.a8.( $ 8Q 9 Q88 sQQgs $� yO� sQ 74� g � 75 i�y2p�5 2MS 1'3 25 a♦ E M • . • • • • • . • . • • . • . g4 Ezt pq� Y7/pS�, w�� f!' ! f NMRM4 A N H sggHHMgggHfgg�fgf$$f flff ff pp xx gg�� ��tdR�RRR�R�Ri3�RARRRR��R�R����R� N w A N H sggHHMgggHfgg�fgf$$f flff ff pp xx gg�� ��tdR�RRR�R�Ri3�RARRRR��R�R����R� N w