Agreement (Loan)
-
. OFFICIAL RECORDS . 1of45
BK 1837 PO 449
'J~ Pages:
/ ...-' )~ReCOrding Cost:$ t6~jlO
\J
FILE M 200026121
RCO: Jul 13 2000 . 09:55AM
Mary M Johnson, Clerk Of Courts,
SANTA ROSA COUNTY
LOAN AGREEMENT
dated as of June 1.2000
Among
CITY OF GULF BREEZE, FLORIDA
(the "Sponsor")
and
. \
--
SUNTRUST BANK. ORLANDO. FLORIDA
(the "Trustee")
and
CITY OF MIAMI BEACH. FLORIDA
(the "Governmental Unit")
relating to:
CITY OF GULF B'REEZE. FLORIDA
LOCAL GOVERNMENT LOAN PROGRAM. SERIES 1985 B
(CITY OF MIAMI BEACH PROJECT)
PreDared bv and returned to:
Richard 1. Lott. Esq.
J Miller, Canfield, Paddock and Stone, PLC
25 West Cedar Street, Suite 500
Pensacola. Florida 32501
--
. OFFICIAL RECORDS . 2of45
BI< 1837 PG 458
TABLE OF CONTENTS
ARTICLE I.................................................................................................................................................................1
SECTION 1. 1
SECTION 1.2
SECTION 1.3
SECTION 1.4
SECTION 1.5
BACKGROUND. ............................................................................................................................. 1
REPRESENTATIONS OF THE GOVERNMENTAL UNIT. ...............................................................2
SPONSOR REpRESENTATIONS AND COVENANTS. .....................................................................5
ADMINISTRATOR REpRESENTATIONS. ........................................................................................6
TRUSTEE REPRESENTATIONS. ....................................................................................................6
ARTICLE 11................................................................................................................................................................ 7
SECTION 2.1 DEFlNmoNs. ............................................................................................................................... 7
ARTICLE m......................................................................................................................................._...................10
SECTION 3.1
SECTION 3.2
SECTION 3.3
SECTION 3.4
SECTION 3.5
SECTION 3.6
MAKING OF LoAN: APPLICATION OF LoAN PROCEEDS. ....................................................... 10
DISBURSEMENT OF LoAN: SECURITY INTEREST IN UNDISBURSED PROCEEDS. ............... 10
REPAYMENT OF LoAN. ..............................................................................................................11
PREPAYMENT OF LoAN. ............................................................................................................13
RESERVE BONDS....................................................................................................................... 14
GENERAL OBLIGATION OF GOVERNMENTAL UNIT TO PAY PRINCIPAL AND INTEREST;
SPECIAL OBLIGATION TO PAY ADDmONAL LoAN CHARGES. ...............................................15
SECTION 3.7 BENEFIT OF BONDHOWERS AND ENHANCEMENT PROVIDER; COOPERATION
BE1WEEN PARTIES. ................................................................................................................... 18
SECTION 3.8 BONDS NOT To BECOME ARBITRAGE BONDS....................................................................... 18
SECTION 3.9 ASSIGNMENT OF SPONSOR'S RIGHTS. ....................................................................................19
SECTION 3.10 COVENANT REGARDING PLEDGED FuNDS: REvENUE FuND: SINKING FuND. ..................19
SECTION 3.11 ALTERNATE SECURl1Y FOR GOVERNMENTAL UNIT NOTE. ...................................................20
SECTION 3.12 INTERLOCAL AGREEMENT. ....................................................................................................... 21
ARTICLE IV ............................................................................................................................................................22 .
SECTION 4.1
SECTION 4.2
SECTION 4.3
SECTION 4.4
SECTION 4.5
REpoRl'S AND OPINIONS: INSPECTIONS. ................................................................................22
IMMUNI1Y OF SPONSOR............................................................................................................ 23
COMPLIANCE Wrl1i LAWS. ........................................................................................................ 23
RESERVED. ................................................................................................................................23
RESERVED. ................................................................................................................................ 23
ARTICLE V ..............................................................................................................................................................24
SECTION 5.1
SECTION 5.2
SECTION 5.3
SECTION 5.4
SECTION 5.5
SECTION 5.6
SECTION 5.7
EVENTS OF DEFAULT. ..............................................................................................................24
No ACCELERATION.................................................................................................................... 25
PAYMENT OF LoAN ON DEFAULT: SUIT THEREFOR. ............................................................25
OTHER REMEDIES. ....................................................................................................................26
CUMULATIVE RIGHTS. ............................................................................................................... 27
DISCONTINUANCE OF PROCEEDS. ........................................................................................... 27
NOTICE OF DEFAULT. ...............................................................................................................27
ARTICLE VI .......,....................................................................................................................................................28
SECTION 6.1
SECTION 6.2
SECTION 6.3
SECTION 6.4
SECTION 6.5
SECTION 6.6
SECTION 6.7
MCL.05117/00
Rev-05/25/00
Rev: OS/30/00
Rev 06113/00
Rev: 06/15/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00.6439.la
LIMITATI ON OF LlABILl1Y......... .... ....... .................. ........... ............. ..... ...... ......................... ........28
No PERSONAL RECOURSE........................................................................................................ 28
NOTICES. .................................................................................................................................... 28
ILLEGAL OR INVALID PROVISIONS DISREGARDED. ................................................................29
APPLICABLE LAw. ...................................................................................................................... 29
ASSIGNMENTS. ...........................................................................................................................29
AMENDMENTS. ........................................................................................................................... 29
~
-.
)
..
SECTION 6.8
SECTION 6.9
SECTION 6.10
SECTION 6.11
SECTION 6.12
· OFFICIAL RECORDS . 3of45
BK 1837 PG 451
TERM OF AGREEMENT. ............................................................................................................30
HEADINGS. ................................................................................................................................. 30
NonCE OF EXPECTATION OF OBLIGATION TO MAKE CERTAIN PAYMENTS.........................30
ENTIRE AGREEMENT. ................................................................................................................ 30
LIMITATION OF INVESTMENT EARNINGS CREDIT.................................................................... 30
EXHmIT A ..............................................................................................................................................................37
SCHEDULE "I" ......................................................................................................................................................42
t
MCL.05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev 06/13/00
Rev: 06/15/00
Rev: 06/27/00
Rev: 06/28/oo-6439-1a
-11-
. OFFICIAL RECORDS . 4of45
BK 1837 PG 452
-';
LOAN AGREEMENT
This LOAN AGREEMENT, dated as of June I, 2000, between SUNTRUST
BANK, ORLANDO. FLORIDA. as Trustee (the "Trustee") for the holders of the Bonds
(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
corporation duly organized and duly existing under the laws of the State of Florida,
witnesseth as follows:
ARTICLE I
BACKGROUND AND REPRESENTATIONS
SECTION 1.1
BACKGROUND.
(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
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 1985
B (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 defmed, of qualified Projects as described In the Indenture mentioned
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 I, 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
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.
(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,
together 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").
-"
MCL-05/17/00
Rev.05/25/00
Rev: 05/30/00
Rev 06/13/00
Rev: 06/15/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00-6439.!a
· OFFICIAL RECORDS . 5of45
BK 1837 PG 453
-,
.i
(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 Administrator has approved the Loan (as hereinafter defmed) and
has approved a commitment (the "Commitment") to make a loan In the amount of
$15,910,000 for the purposes of financing the cost of acquisition and construction of
certain capital Improvements for the Governmental Unit (the "Project") and paying the
costs associated therewith, which shall hereinafter be referred to collectively as the
"Financing Program."
(h) 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 Facl1lty Issuer under the circumstances set forth therein.
(I) 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.
U) The proceeds of the Loan shall be applied as provided herein to
accomplish the Financing Program.
SECTION 1.2
REPRESENTATIONS OF THE GOVERNMENTAL UNIT.
(al 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
obligat!ons hereunder. and to finance the Financing Program In the manner
contemplated herein. The Governmental Unit's actions In making and perfonning 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
agreement, Instrument or other document by which the Governmental Unit or Its
funds or properties are bound.
MCL.05/1? /00
Rev-05/2S/00
Rev: OS/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/2? /00
Rev.06/28/00
Rev: 06/30/00-6439.1a-b
-2-
. OFFICIAL RECORDS . 6of45
BI< 1837 PO 454
~~
,
,
(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.
(d) Immediately after the execution hereof, no Event of Default (as defined in
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) On September 17. 1999. the Mayor and City Commission of the
Governmental Unit (the "Commission") adopted resolutions calling for referendums
relating to the Issuance of (I) not to exceed $57.915.000 of the Governmental Unit's
general obligation bonds for Improvements to neighborhood infrastructure (the
"Neighborhood G.O.'s"). (i1) not to exceed $24,830.000 of the Governmental Unit's
general obligation bonds for Improvements to parks and beaches (the "Parks G.O.'s")
and (III) not to exceed $9.720,000 of the Governmental Unit's general obligation bonds
for Improvements to fIre stations and related facilities and to acquire and equip fire
trucks (the "Fire Safety G.O.'s" and together with the Neighborhood G.O.'s and the
Parks G.O.'s, the "G.O.'s"). An election was held on November 2, 1999 at which the
Issuance of the G.O.'s was approved by the electorate of the Governmental Unit (the
"Referendum Approvals").
.' (f) The Governmental Unit has decided to Issue at this time (I) $6.740,000
principal amount of the Neighborhood G.O.'s. (i1) $4,695,OOOprlnClpal amount of the
Parks G.O.'s, and (Iii) $4,475.000 principal amount of the Fire Safety G.O.'s by
entering Into the Loan and delivering and executing the Governmental Unit Note.
Simultaneously with the Loan, the Governmental Unit will enter Into a loan agreement
(the "Series E Loan Agreement") and Issue Its Series 1985E Governmental Unit Note
for an additional $14,090,000 aggregate principal amount of the G.O.'s. to be funded
from the proceeds of the Sponsor's Floating Rate Demand Revenue Bonds. Series
1985E (the "Series E Loan").
(g) The Governmental Unit Is duly authorized and empowered to Issue the
Governmental Unit Note. (I) the payment of principal and Interest on which Is a valid
and enforceable general obligation of the Governmental Unit. and (ii) all payments In
respect of which. other than amounts payable as principal and Interest (the
"Additional Loan Charges". as hereinafter defined). 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
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
issued pursuant to the Referendum Approvals. the Authorizing Resolution herein
defIned and the Constitution and laws of the State of Florida, including. without
MCL-05/17/00
Rev-OS/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00.6439']a~b
-3-
. OFFICIAL RECORDS . 7of45
BI< 1837 PG 455
limitation, Article VIl, Section 12 of the Constitution, Chapter 166, Florida Statutes, as
amended and the City of Miami Beach Charter, as amended.
(h) On June 23, 2000, the Governmental Unit duly adopted Resolution
2000-23966 (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.
(I) 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.
U) The Governmental Unit Is In compliance with all covenants and
undertakings In connection with the Project.
1
(k) The Project shall be owned and operated by the Governmental Unit
(subject only to 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 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 Counse1. Any dispOSItion of any portion of the Project
financed with the proceeds of the Loan will either comply with 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.
(1) To date, no other bonds, notes or other obligations have been Issued
under the authority of, or pursuant to, the Referendum Approvals; and the Pledged
Funds are not pledged or encumbered in any manner, except as provided In this Loan
Agreement and in the Series E 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 Additional Loan
Charges from the Non-Ad Valorem Revenues, and to secure the same, all in the
manner provided herein.
(m)
purpose of
Program.
The Governmental Unit Is Issuing the Governmental Unit Note for the
implementing the Referendum Approvals and financing the Financing
(n) All acts, conditions and things required to happen, exist and be
perlormed, precedent to and In the Issuance of the Governmental Unit Note and this
Loan Agreement. have happened, exist, and have been perlormed 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
MCL.05/17/00
Rev.05/25/00
Rev: 05/30/00
Rev.06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439.1a.b
-4-
. OFFICIAL RECORDS . 8of45
BI< 1837 PG 456
Unit Note and this Loan Agreement, does not exceed any constitutional. statutory or
charter limitation; and provision has been duly made for the levy and collection of a
direct annual tax, without limitation as to rate or amount, upon all taxable property
within the Governmental Unit (excluding exemptions as provided by law) sufficient to
pay the principal of and Interest on the Loan and the Governmental Unit Note as the
same shall become due, which tax: shall be levied and collected at the same time. and
In the same manner, as other ad valorem taxes of the Governmental Unit are
assessed, levied and collected. For the prompt payment of the principal of and
Interest, on the Governmental Unit Note and this Loan, the full faith, credit and taxing
power of the Governmental Unit are Irrevocably pledged; provided that such pledge of
the full faith, credit and taxing power shall not extend to the payment hereunder of
the Additional Loan Charges. The obligation of the Governmental Unit to pay the
Additional Loan Charges Is a special, limited obligation of the Governmental Unit,
payable solely from the Non-Ad Valorem Revenues as herein provided.
SECTION 1.3
SPONSOR REPRESENTATIONS AND COVENANTS.
(a) The Sponsor hereby represents:
(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.
(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.
(Iii) The Sponsor Is not In default under any provision of the
Indenture, and no "Event of Default" as defmed therein, or event which, with the
passage of time or the giving of notice or both would constitute an Event of Default,
has occurred and Is continuing.
(Iv) The Sponsor has received no notification of any Investigation
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.
(v) This Loan Agreement, the Governmental Unit Note and the Loan
do not conllict with or violate the Indenture and will not violate or conlllct with any
applicable provision of the Constitution or law of the State of Florida, with any
ordinance, governmental tule or regulation, or with any agreement. instrument or
other document, by which the Sponsor or Its funds or properties are bound, and all
action necessmy or required by the Indenture precedent to the execution and delivery
of this Loan Agreement and the performance thereof, by the Sponsor, have been
completed.
MCL-05/17/00
Rev.05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-5-
. OFFICIAL RECORDS . 9of45
BK 1837 PG 457
-.....
1
(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.
(viii) The funding of the Loan for the Project will not adversely affect the
Income tax status of the Interest on the Bonds.
(Ix) There are no Increased Costs outstanding as of the date hereof.
(x) There are currently no outstanding Non-Asset Bonds.
(b) The Sponsor covenants to requtre all Governmental Units to whom Loans
are hereafter made to become liable for a Pro-Rata Share of the Non-Asset Bonds and
Costs and Expenses of the Program then outstanding or thereafter arising.
SECTION 1.4
ADMINISTRATOR REpRESENTATIONS.
The 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
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.
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
this Loan Agreement and the Indenture.
'o.._~~/
MCL-05/17/00
Rev.05/2S/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev.06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-1a-b
-6-
ARTICLE II
. OFFICIAL RECORDS . 10of45
BK 1837 PG 458
DEFINITIONS
SECTION 2.1
DEFINITIONS.
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
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 1985 B.
"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
and necessary for carrying out all works and undertakings In proViding for the
acquisition and construction of the Project. the cost of necessary studies, surveys,
plans and specifications, architectural. engineering, legal or other special services,
including the reasonable fees and expenses of bond counsel. development,
construction and reconstruction necessary or useful In connection with the
construction of the Project, the reasonable cost of financing Incurred by the
Governmental Unit or the Sponsor In connection with the execution of this Loan
Agreement, Including reimbursement to the Administrator for Its out-of-pocket
expenses, and the cost of such other Items as may be reasonable and necessary for
the acquisition and/or construction of the Project.
"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
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
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00.6439-1a-b
-7-
· OFFICIAL RECORDS. 11of45
BK 1837 PG 459
or the Administrator; provided that the annual administrative fees and charges of the
Sponsor, the Administrator, the Independent Contractor and the Financial Advisor, for
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
Costs and Expenses of the Program attributable to the fees, charges and expenses of the
Liquidity Facility Issuer and the Remarketlng Agent, and no portion of such fees,
charges and expenses of the Liquidity Facility Issuer and the Remarketlng 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.
"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.
"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
Governmental Unit Note.
"Loan Year" shall mean an annual period commencing on December 2 of each.
year and ending on the following December 1.
"Non-Ad Valorem Revenues" shall mean all general fund revenues of the
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.
"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 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, such moneys shall not constitute "Pledged Revenues".
"Pro-Rata Share" shall mean the percentage deIived 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.
.,....-
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-1a-b
-8-
-,.
,
1
--,-
",,:~~\
. OFFICIAL RECORDS . 12of45
BK 1837 PG 460
"Project" shall mean the capital Improvements to be constructed and/or
acquired by the Governmental Unit In furtherance of the Referendum Approvals.
\
"Reserve Payment" shall mean, for any period of calculation: (a) the
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
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
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
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
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.
MCL-OS/ 17/00
Rev-OS/25/00
Rev: 05/30/00
Rev-06/l3/00
Rev: 06/15/00
Rev-06127/00
Rev-06/28/00
Rev: 06/30/00-6439.la.b
-9-
. OFFICIAL RECORDS. 13of45
BK 1837 PG 461
ARTICLE III
FINANCING THE PROJECT
SECTION 3.1
MAKING OF LoAN; APPLICATION OF LoAN PROCEEDS.
From the amounts on deposit In the Project Loan Fund created under the
Indenture, the Governmental Unit hereby agrees to borrow and repay the sum of
$15,910,000. 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;
UNDISBURSED PROCEEDS.
SECURITY INTEREST IN
(a) Following the execution and delivery of this Loan 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.
(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 B Loan Proceeds Fund" (the "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 to the Governmental Unit at closing, and shall be deposited by the
Governmental Unit, Immediately upon receipt thereof, Into the Loan Proceeds Fund
and applied, together with any Income from Investment thereof, to pay the Costs of the
Project In accordance with the Referendum Approvals. There shall also 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 1.2(k) hereof, to the exIent
such proceeds are not applied to prepay the Loan.
(c) The Governmental Unit agrees that. upon request of the Trustee or the
Administrator, It shall supply such documentation as the Trustee, the Administrator
or the Credit Facility Issuer may reasonably require to detennlne that the proceeds of
the Loan have been applied solely to payment of the Costs of the Project 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
MCL-05/17/00
Rev.OS/2S/00
Rev: OS/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-10-
. OFFICIAL RECORDS . 14of45
BI< 1837 PO 462
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 the Costs of the Project. or debt service on
the Loan In accordance with subsection 3.2(e) below.
(e) To secure the prompt payment of the Loan and the peIformance by the
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
herein.
SECTION 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
dates, at the rates and In the amounts shown on "Schedule ]" 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]
Will be calculated by the Administrator. The final payments on the Governmental Unit
Note must be made three (3) business days prior to September 1. 2015 With
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 requtred 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
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
MCL.OS/l7/00
Rev.05/2S/00
Rev: OS/30/00
Rev.06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00.6439.la.b
-11-
. OFFICIAL RECORDS. 15of45
BK 1837 PG 463
without regard to any Maximum Rate. All payments made hereunder shall be applied
first to the payment of the Additional Loan Charges. and then to payment of accrued
Interest on the unpaid balance hereof at the aforesaid rate, and then to the reduction
of principal hereunder; provided. however. that under no circumstances shall
Additional Loan Charges be paid from ad valorem taxes levied for the payment of
principal and Interest on the Loan.
(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. The Financial Advisor, on behalf of the Sponsor. shall
detennlne 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 detennination. 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 semiarmual 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 detennlne such payment. However, If at any time the Trustee
detennlnes 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 semiarmual
payments and shall give the Governmental Unit notice of a revised payment and the
computations used to determine such payment at least ten (to) days prior to the date
such revised payment is to become effective. stating the peIiod (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 peIiod. 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
MCL-OS/17/00
Rev-05/25/00
Rev: OS/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/2B/00
Rev: 06/30/00-6439-la.b
-12-
. OFFICIAL RECORDS. 16of45
BK 1837 PO 464
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
Agreement or In the Governmental Unit Note, all computations of the Reserve
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(1) hereof. the Governmental Unit shall not bear any
financial obligation arising because of a default In any Loan to any other party.
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
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
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
(I) Notwithstanding anything herein to the contrary, the Costs and
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
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
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
MCL.OS/17/00
Rev-05/25/00
Rev: 05/30/00
Rev.06/13/00
Rev: 06/15/00
Rev.06/27/00
Rev.06/28/00
Rev: 06/30/00-6439-1a-b
-13-
. OFFICIAL RECORDS. 17of45
BI< 1837 PG 465
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
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.
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
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
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
the quotient shall not be less than 1.0 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
unenforceable.
SECTION 3.5
RESERVE BONDS.
(a) The Governmental Unit hereby agrees and acknowledges that a principal
amount of Bonds, Initially bearing Interest In the Fixed Rate Mode, equal to the
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
MCL-05/ 17/00
Rev.OS/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
, Rev-06/28/00
Rev: 06/30/00.6439.la-b
-14-
. OFFICIAL RECORDS. 18of45
BK 1837 PG 466
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
used as provided In the Indenture. Including. among other things for payment of
Bonds In the event of a default by the Governmental Unit.
(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 pennitted 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 Remarketlng Agent In respect of
the Reserve Bonds shall be borne by the Governmental Unit; however upon any
detenninatlon 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 Remarketlng 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 GENERAL OBLIGATION OF GOVERNMENTAL UNIT TO PAY
PRINCIPAL AND INTEREST; SPECIAL OBLIGATION TO PAY 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 pennit the foregoing, the Governmental Unit hereby waives any privilege or right to
confidentiality. whether aIislng under statute or otherwise, It may have which would
otherwise prohibit the foregoing shaIing of information.
(b) The payment of the principal of and Interest on the Governmental Unit
Note shall be secured by a pledge of the full faith, credit and taxing power of the
Governmental Unit. and the payment of the Additional Loan Charges shall be secured
MCL-05/17/00
Rev.05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00.6439-la.b
-15-
. OFFICIAL RECORDS. 19of45
BK 1837 PG 467
by a first lien on and pledge of the Pledged Revenues. In addition, the Sinking Fund
and the amounts on deposit therein are hereby irrevocably pledged to the payment of
the principal and interest on the Loan and the Governmental Unit Note. The Pledged
Funds are hereby irrevocably pledged to secure repayment of the Governmental Unit
Note, as set forth herein. The Governmental Unit hereby represents and warrants that
the pledge of the Pledged Funds and the Pledged Revenues to secure the Governmental
Unit Note and the Loan as set forth herein Is valid, binding and enforceable and that
the Pledged Funds and the Pledged Revenues are not, as of the date hereof, otherwise
subject to any pledge, encumbrances or lien, except as have been heretofore disclosed
to and expressly approved by the Credit Facility Issuer In writing. The Governmental
Unit covenants that It will not cause or pennlt to exist any pledge of or lien upon the
Pledged Funds and the Pledged Revenues, other than the pledge benefiting the
Governmental Unit Note or the Series 1985E Governmental Unit Note.
(c) Subject to Section 3.6Ie), prior to each of its Fiscal Years, the
Governmental Unit shall establish a budget for such fiscal year which allocates a
sufficient sum to provide amounts to pay all amounts reasonably anticipated to be
payable with respect to the Governmental Unit Note and the Loan. In the event that
the budgeted amounts prove Insufficient to make said payments, the Governmental
Unit shall as soon as practicable (but in any event prior to the expiration of ninety
days from such event) but subject to Section 3.6Ie), amend Its budget so as to assure
that sufficient amounts In the Pledged Funds are avallable to at all times make said
payments.
ld) In each year while any of such principal and Interest on the
Governmental Unit Note are outstanding there shall be levied and collected a tax. .
without limitation as to rate or amount. on all taxable property within the
Governmental Unit (excluding exemptions as provided by law), sufficient In amount to
pay Into the Sinking Fund the amounts due for principal and Interest on the Loan and
the Governmental Unit Note as the same shall become due. The proceeds of such tax
shall be deposited Into the Sinking Fund to pay the principal of and Interest on the
Governmental Unit Note and the Loan as the same shall become due, after deducting
therefrom any other funds of the Governmental Unit which may be avallable for such
payment and which shall actually be so applied. Such tax shall be assessed, levied
and collected in the same marmer and at the same time as other ad valorem taxes are
assessed, levied and collected.
(e) Notwithstanding anything herein to the contrary, but subject to the
provisions of this Section 3.6Ie), 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
amounts sufficient to pay 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, exclusive of the amounts held for the payment of principal and Interest on
the Governmental Unit Note and the Loan, have not been applied to pay such
amounts. It will, to the extent pennltted by law and subject to this Section 3.6(e), In
each year In which any Additional Loan Charges may be due and payable in
MCL-05/ 17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439.la-b -16-
. OFFICIAL RECORDS . 20of45
BK 1837 PG 468
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.
Such covenant and agreement on the part of the Governmental Unit to budget
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 Additional Loan Charges provided for herein in
respect of the Governmental 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.
Such covenant to budget and appropriate does not create any lien upon or
pledge of such Non-Ad Valorem Revenues, nor does It preclude the 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
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 anyone 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.
(f) The Loan and the Governmental Unit Note. and all payments due with
respect thereto or under this Loan Agreement as principal and Interest, shall be
general obligations of the Governmental Unit, and secured by the full faith, credit and
taxing power of the Governmental Unit and a direct ad valorem tax shall be assessed,
levied and collected, without limitation as to rate or amount. on all taxable property
within the corporate limits of the Governmental Unit (excluding exemptions as
provided by applicable law) as herein provided. The faith. credit and taxing power of
the Governmental Unit have been irrevocably pledged to the punctual payment of the
principal of and Interest on the Governmental Unit Note as the same shall become due
and payable.
MCL.05/17/00
Rev.OS/25/00
Rev: 05/30/00
Rev.06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-17-
. OFFICIAL RECORDS. 21of45
BK 1 B37 PG 469
(gJ The obligation to pay the Additional Loan Charges shall be payable solely
from the Non-Ad Valorem Revenues as 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 Additional Loan Charges shall not 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.
(h) 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 Additional Loan Charges.
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.
SECTION 3.8
BONDS NOT To BECOME ARBITRAGE BONDS.
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.
, .
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
requirements of such Section and regulations throughout the term of the Bonds, In
accordance with directions received by the Governmental Unit at the time the Loan Is
made. or such other specific written directions of the Sponsor as the Governmental
MCL-OS/l7/00
Rev-OS/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-1a.b
-18-
. OFFICIAL RECORDS . 22of45
BK 1837 PO 470
~)
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
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
Expenses, reports and Indemnity against claims. and the Sponsor's. Trustee's and
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,
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.
(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.
'~j
~
SECTION 3.10
SINKING FuND.
COVENANT REGARDING PLEDGED FuNDS; REVENUE FuND:
(a) The Governmental Unit hereby covenants to take all lawful action
necessary or required to collect and receive, and to deposit to the Sinking Fund,
amounts sufficient to pay the principal of and Interest on the Governmental Unit Note
and the Loan. In addition, but subject to Section 3.6(e) 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. in amounts
sufficient to provide an amount of Pledged Revenues to pay the 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
this Loan Agreement to the payment of the principal and Interest and other amounts
becoming due on the Governmental Unit Note and the Loan.
./
(b) There Is created and established under the Series E Loan Agreement the
Miami Beach. Florida, Gulf Breeze Loan Program Revenue Fund (the "Revenue Fund").
AIl amounts payable by the Governmental Unit hereunder other than amounts
required to be deposited directly Into the Sinking Fund pursuant to Section 3.6(d)
shall be 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
July 15. 2000. and on the 15th day of each month thereafter. but subject to Section
3.6(e) hereof. the Governmental Unit shall deposit to the Revenue Fund. from Non-Ad
Valorem Revenues or any other sources legally available to the Governmental Unit for
MCL-05/17/00
Rev-OS/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/oo
Rev-06/28/00
Rev: 06/30/00-6439.la-b
-19-
J
. OFFICIAL RECORDS . 23of45
BK 1837 PG 471
'}
such purposes, 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
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
otherwise may be pennitted by the Credit Facility Issuer, and all investment earnings
shall be retained therein and used for the purposes thereof. Moneys in the Revenue
Fund. shall be applied and allocated to pay all amounts due hereunder or under the
Series E Loan Agreement as the same become due, other than amounts paid from the
Sinking Fund. A separate fund Is created under the Series E Loan Agreement and
designated the MIami Beach. Florida, Gulf Breeze Loan Program 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. there shall be
depOSited into the Sinking Fund amounts sufficient to pay (a) all of the interest on the
Governmental Unit Note and the Series E Governmental Unit Note becoming due on
such date. and (b) the principal of the Governmental Unit Note and the Series E
Govemmental 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
governmental accounting. but rather Is intended solely to constitute an earmarking of
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 GOVERNMENTAL 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
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 Tnlstee and to the Credit Facility Issuer:
(a) EVidence that the Governmental Unit shall have paid. or shall have made
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
. 1 MCL-05/17/00
,~, Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-20-
. OFFICIAL RECORDS . 24of45
BK 1837 PO 472
~l
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
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.
(c) Verification by an Independent certified public accountant of sufficiency
of amounts deposited In escrow pursuant to paragraph (a).
SECTION 3.12
INTERLOCAL AGREEMENT.
This Loan Agreement, together with the Governmental Unit Note incorporated
by reference herein, shall be deemed to be an lnterlocal Agreement with the Sponsor
within the meaning of Chapter 163, Part 1, Florida Statutes, and shall be filed of
record In accordance with the provisions of the Florida Intergovernmental Cooperation
Law; that Is, It shall be filed with the Clerks of the Circuit Court for Santa Rosa
County and MIami-Dade County.
. "
i
---~.'
MCL.05/17/00
Rev.05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev.06/27/00
Rev-06/28/00
Rev:06/30/00.6439-m-b
-21-
. OFFICIAL RECORDS . 25of45
BK 1837 PG 473
ARTICLE IV
COVENANTS OF THE GOVERNMENTAL UNIT
SECTION 4.1
REpORTS AND OPINIONS; 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
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
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
Loan Payment pursuant to the terms of this Loan Agreement (whether by prepayment
or regularly scheduled payment) or (ii) 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-nine (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 (f) 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
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, the
Project, the Governmental Unit's facilities, and any accounts, books and records.
including its receipts. disbursements, contracts, Investments and any other matters
relating thereto and to Its financial standing. to the extent 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 require.
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev.06/13/00
Rev: 06/15/00
Rev.06/27/00
Rev-06/28/00
Rev: 06/30/00.6439-la-b
-22-
. OFFICIAL RECORDS . 26of45
BK 1837 PO 474
~}
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 pennitted 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 and any additions, alterations or Improvements.
thereto, 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.
,:,_;7
MCL.05/!7/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/!3/00
Rev: 06/!5/00
Rev-06/27/oo
Rev-06/2S/00
Rev, 06/30/00.6439-1a.b
-23-
. OFFICIAL RECORDS . 27of45
BK 1837 PO 475
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
SECTION 5.1
EvENTS OF DEFAULT.
Each of the following events Is hereby defmed 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.
failure by the Governmental Unit to perlorm any other covenant, condition or
agreement on Its part to be observed or perlormed under this Loan Agreement for a
period of thirty (30) days after WIitten notice specifYing such failure and requesting
that it be remedied Is given to the Governmental Unit by the Sponsor. the Credit
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
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
(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 me 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
seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment
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)(l) or (2); or
MCL-OS/ 17/00
Rev-OS/2S/00
Rev: 05/30/00
Rev-06/ ]3/00
Rev: 061l5/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-1a.b
-24-
· OFFICIAL RECORDS . 28of45
BK 1837 PG 476
}
,
(f) (l) the Governmental Unit shall be adjudicated a bankrupt or become
subject to an order for relief under federal bankruptcy law; (2) the Governmental Unit
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
application, approval or consent of the Governmental Unit. a receiver. trustee,
examiner, liquidator or similar official shall be appointed for the Govemmental Unit.
or a proceeding described In Section 5.1 (ell3) shall be instituted against the
Governmental Unit and such appointment continues undischarged or such proceeding
continues undlsmissed or unstayed for a period of ninety (gO) consecutive days; the
mere declaration by the Governmental Unit of a state of fmanclal emergency under
Section 218.503, Florida Statutes, as amended, shall not, in and of Itself. constitute a
default under this Section 5.1(f); or
--.
(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. (15th) day prior to the expiration or non-renewal of the existing Local
Letter of Credit.
SECTION 5.2
No ACCELERATION.
The payment obligations of the Borrower under this Loan Agreement and the
Governmental Unit Note are not subject to acceleration.
!
-.'
SECTION 5.3
PAYMENT OF LoAN ON DEFAULT; SUIT THEREFOR.
(a) The Governmental Unit covenants that, In case an Event of Default shall
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
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: li) amounts which the Govemmental 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.
(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
or final decree against the Governmental Unit and collect In the manner proVided by
law.
MCL.OS/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-1a-b
-25-
. OFFICIAL RECORDS . 29of45
BK 1837 PG 477
(c) In case any proceedings shall be pending for the bankruptcy or for the
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
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 pennitted 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
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
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
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 REMEDIES.
\
(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 perlormance 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, perlorm for the account of the Governmental Unit any covenant or obligation In the
perlormance 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 perlormance, 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
/
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-26-
. OFFICIAL RECORDS . 30of45
BK 1837 PG 478
peIfonnance 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
In this Section 5.4 shall not be exclusive, and the Credit Facility Issuers and the
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
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
the Governmental Unit of any of Its obligations, agreements or covenants hereunder
shall be deemed a waiver of any subsequent breach, or a waiver of any other
obligation, agreement or covenant. and no delay or failure by the Sponsor, the Credit
Facility Issuer or the Trustee (or its assignee) to exercise any right or power shall
Impair 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.
't
~.
SECTION 5.6
DISCONTINUANCE OF PROCEEDS.
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
proceedings shall have been discontinued or abandoned for any reason or shall have
been detennlned 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
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 detennlnation.
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.
-,'
MCL-05/17/00
Rev-05/25/00
Rev: OS/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00.6439-1a.b
-27-
. OFFICIAL RECORDS. 31of45
BK 1837 PG 479
ARTICLE VI
,
J
MISCELLANEOUS
SECTION 6.1
LIMITATION OF LIABILITY.
In the event of any default by the Sponsor hereunder, the liability of the
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
Facility Issuer, Its officers. members. agents and employees, or against any of the
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.
SECTION 6.2
No PERSONAL RECOURSE.
t
Neither any member nor any officer, employee or agent of the Governmental
Unit nor any person executing this Loan 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.
Notice hereunder shall be effective upon receipt and shall be given by certified
mail, return receipt requested, to:
As to the Sponsor:
City Manager
City of Gulf Breeze, Florida
P.O. Box 640
Gulf Breeze. Florida 32561
As to the Trustee:
SunT1ust Bank
225 E. Robinson Street. Suite 250
Orlando. Florida 32801
Attn: Corporate Trust Division
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev.06/28/00
Rev: 06/30/00-6439-1a-b
-28-
· OFFICIAL RECORDS . 32of45
BK 1837 PG 480
,
)
As to the Governmental Unit:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Finance Director
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
invalid, illegal or unenforceable In any respect, this Loan Agreement shall be
construed as If such provision had never been contained herein.
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.
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.
~.
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev.06/28/00
Rev: 06/30/00-6439.la-b
-29-
.
. OFFICIAL RECORDS . 33of45
BK 1837 PG 481
This Loan Agreement may not be amended except by an instrument in writing
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
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
PAYMENTS.
NOTICE OF EXPECTATION OF OBLIGATION TO MAKE CERTAIN
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 fmal 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 (cl of the foregoing sentence. such earnings shall be applied In the priority In
which such Items are described, from (a) to (c).
MCL-05/17/00
Rev-OS/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev.06/27/00
Rev-OS/28/00
Rev: 06/30/00.6439-la-b
-30-
~)
, \
..-"
i
',~ f
WITNESS:
--?.-;h"?- c... a /U..-
-;:ret:P,l~~ 14. {JteE'","""':://...
~/#-
HtlfItl7/P- fI. .lcHPe-c/rt?"ct
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/nd/00-6439.!a.b
. OFFICIAL RECORDS . 34of45
BK 1837 PG 482
CITY OF GULF BREEZE, FLORIDA
: Mayor, C of Gulf Breeze,
Administrator
-31-
,~
'-;
":._""
· OFFICIAL RECORDS . 350f45
8K 1837 PG 483
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
B
.>.;.....'.-, .'
. -.' ,-'}.
.
-;;'.
.,:'
....: I_
.' ,(,P;'Jti,,;,. ....~(J'
">"-;'~'''.:J:.''; f..:>":iM!.i"-"""'.~.'.'.'.'.I.. ,,<.j 'iC'~
. '.', "~H.,"/' .
B;:""i'~'cl"r ~~
Title: City Clerk
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/ I 3/00
Rev: 06/15/00
Rev.()6/27/00.6439-la.b
-32-
'~) (SEAL)
,~)
ATTEST:
By:
Title:
j
'i...;',/
:::-
,''''''''u"
,., "N t '"
", e.,1}.'\\ S 8q I.
!It,.... ';;;l """vell'.O,,, ~4- "
<llIi ..0 &0 lJ. '...
! ~.O'r.r ~I':.. ~
~ /'0 ~.. ~
:. ~ ~.-
.. . . :.
- " e -
: \ ~~~ h T : ::
~ \ uJE3&~..JLI:- ;
~ , e. .;" .:'
~ '*' C-e .e 7: ~
il6.r. "c..c...O ,.~
-'..tJ 0R\Uk-\"~
IJ',."h'j'\
~ 7v-w~
~fCE- PRESmnn
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00-6439-la-b
SUNTRUST BANK
Trustee
· OFFICIAL RECORDS . 360f45
BK 1837 PG 484
BY:~
Title: ,YICE PRESID iT
-33-
',)
. OFFICIAL RECORDS . 370f45
BK 1837 PG 485
STATE OF FLORIDA
COUNTY OF SANTA ROSA
I, Jeffrey A. Brenner, a Notary Public in and for the said County in the State
aforesaid, do hereby certify 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 Govemment Loan Program Floating Rate Demand Revenue Bonds,
Series 1985 B, 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, under my hand and notarial seal this 27th day of
June, 2000.
(SEAL)
A BRENNER
JEFFREY. F FLORIDP-
NOTARY PUBLIC, STP-1E J 0 3 20011
My commi.$si~n expires C :~o 3 81
CommiSSion No. C .
~~~
Notary Public
My Commission Ends:
Name: Jeffrey A. Brenner
Address: 25 West Cedar St., #500
Pensacola, Florida 32501
'_J
Personally Known ~r
Produced Identification
Type of Identification Produced
j
MCL-05/17/00
Rev.05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev.06/27/00-6439-la-b
-34-
--
, )
L)
\~;;.')
. OFFICIAL RECORDS . 3Bof45
BK 1B37 PG 486
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
I.121AA'JA I?: h I2I'X1/We... , a No!,ary ~blic in and for .the SWd County in the
State aforesaid, do hereby certify that 2>&//d Ji'f'>>r'r and l?o4?,.1 /J'fnfieJl: personally
known to me to be the same persons whose names are, respectively as Vice-Mayor and
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 sald .Clty 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 .,?J~ay of
June, 2000.
(SEAL)
i:! ~1{C}~~
Notary blic "
My Commission Ends:..3J.r ~a!J::;'
Name: 1J?1'1~//:1 4. p,p?t:7ndt:'?
Address: 5?<:::?7/ S W .3 '-I sr
m ,aJ# / 4_:!310<'..~
-
~ ::00.. Marlo A Fernanclez
*ii *Mr CofMlIQIon CC821248
'..'" Expires M8lth 28. 2003
Personally Known ~
Produced Identification
Type of Identification Produced
MCL.05/17 JOO
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00-6439-la-b
-35-
-...
'..J
!"}.
""'"
, .'1
-.,;~;;'
STATE OF FLORIDA
COUNTY OF 0 1'7U ~
. OFFICIAL RECORDS . 39of45
BK 1837 PG 487
AlidreaLatl1:-oD
I, , a Notary Public in and for the s~c.Ql,mty in the
State aforesaid, do hereby certify that USA DERR YBER.K I and
Peter H. FOwlf'r ' personally known to me to be-the same BersQJJ.s whose
names are, respectively as ~VICE: PRESIDE[)IT and YICE PRESlEN!. 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.
~1--J2
IN WITNESS WHEREOF, under my hand and notarial seal this ..J day of
July, 2000.
(SEAL)
...'<iO':~ . Andrea L Lathrop
i.,f'@.",;'. MY COMMISSION # CC831145 EXPIRES
"".~i.; April 28, 2003 .
-:..t.'I,'t;;..;.,~f bONDEOTHRU -mOYfAlN INSURANCE. lNC.
'ro",,"
Personally Known _ or
Produced Identification
Type of Identification Produced
a~r:f dfa:.UVion
Notary Public I
My Commission Ends:
Name:
Address:
MCL-05/17/00
Rev-05/2S/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00-6439-1a-b
-36-
. OFFICIAL RECORDS . 400f45
BK 1837 PG 488
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH
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,
hereby promises to pay to the Trustee under the Indenture (as hereafter defined) as
assignee of the Sponsor (as hereafter defmed), or to the .Credlt Facility Issuer. as Its
assignee, the principal sum of Fifteen Ml11lon Nine Hundred Ten Thousand Dollars
($15,910,000), and to pay Interest thereon from the date hereof, as follows:
(a) The principal hereof shall be paid In annual installments on the dates
and In the amounts shown on "Schedule I" attached hereto; and the entire unpaid
principal balance hereof, together with accrued Interest hereon as provided ~e1ow,
shall be due and payable In full as set forth on said "Schedule 1"; 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
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 tlie' 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 defmed 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 defmed 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 defmed 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
MCL-05/ 17/00
Rev-05/25/00
Rev: OS/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-37-
. OFFICIAL RECORDS. 41of45
BK 1837 PO 489
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.
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 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 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
Loan Agreement, to finance the Governmental Unit's cost of Improvements to
neighborhood Infrastructure, parks and beaches and fire stations and related facilities
and fire trucks (the "Project"), as deSCribed In the Loan Agreement (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 Sponsor, from the
proceeds of its Local Government Loan Program Floating Rate Demand Revenue
Bonds, Series 1985 B (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 full faith, credit and taxing power of the Governmental Unit have been
Irrevocably pledged to the punctual payment of the principal of and Interest on the
Governmental Unit Note as the same shall become due and payable. 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 amounts other than principal and Interest 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. 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
MCL.OS/ 17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-1a-b
-38-
. OFFICIAL RECORDS . 420f45
ilK 1837 PG 490
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 property of the Govemmental 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; that the total
Indebtedness of the Governmental Unit. Including this Note, does not exceed any
constitutional. statutory or charter limitation: and that provision has been duly made
for the levy and collection of a direct annual tax, without limitation as to rate or
amount, upon all taxable property within the Governmental Unit (excluding
exemptions as provided by law) sufficient to pay the principal of and interest on this
Note as the same shall become due. which tax shall be levied and collected at the
same time, and in the same manner, as other ad valorem taxes of the Governmental
". .)
MCL-OS/ I 7/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-39-
"3:
. .
'...~
o
i..,J
· OFFICIAL RECORDS . 430f45
BK 1837 PG 491
Unit are assessed. levied and collected. For the prompt payment of the principal of
and Interest on this Note. the full faith. credit and taxing power of the Governmental
Unit are irrevocably pledged.
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 defmed in the Loan Agreement shall have the meanings
set forth in the Loan Agreement.
MCL-051l7/00
Rev-05/25/00
Rev: 05/30/00
Rev-061l3/00
Rev: 06/lS/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-la-b
-40-
("""\....
\- ~,J
"-~.
t'.'\
"J
~'~...:
.\'
,
· OFFICIAL RECORDS . 440f45
BI( 1837 PO 492
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 Vlce-
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 City Clerk of the City of MIami Beach, Florida, all as of this _ day of
July, 2000.
CITY OF MIAMI BEACH, FLORIDA
(SEAL OF THE CITY)
By:
TItle: Vice-Mayor, City of MIami Beach
ATTEST:
By:
TItle: City Clerk
MCL-05/17/00
Rev-05/25/00
Rev: 05/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev: 06/30/00-6439-Ja-b
-41-
· OFFICIAL RECORDS . 450f45
BK 1837 PG 493
SCHEDULE HI"
,.,...,.
)
$15,910,000
CITY OF MIAMI BEACH, FLORIDA
GOVERNMENTAL UNIT NOTE
GULF BREEZE VRDS SERIES 1985B
DEBTSER~CESCHEDULE
DATE
PRINCIPAL
INTEREST
RATE
INTEREST
FISCAL
TOTAL
/".,),
-)
12/01/2000 $329,485.00 $329,485.00
06/01/2001 400,725.00
12/01/2001 $905,000.00 4.550% 400,725.00 1,706,450.00
06/01/2002 380,136.25
12/01/2002 945,000.00 4.700% 380.136.25 1,705,272.50
06/01/2003 357,928.75
12/01/2003 990,000.00 4.800% 357,928,75 1,705,857.50
06/01/2004 334,168.75
12/01/2004 1,040,000.00 4.850% 334,168.75 1,708,337.50
06/01/2005 308,948.75
12/01/2005 1,090,000.00 4.900% 308,948.75 1,707,897.50
06/01 2006 282,243.75
12/01 2006 1.145,000.00 4.950% 282,243.75 1.709,487.50
06/01 2007 253.905.00
12/01/2007 1,200,000.00 5.00% 253,905.00 1,707,810.00
06/01/2008 223,905.00
12/01/2008 1.260,000.00 5.050% 223,905.00 1,707,810.00
06/01/2009 192,090.00
12/01/2009 1,325,000.00 5.100% 192,090.00 1,709,180.00
06/01/2010 158,302.50
12/01/2010 1,390,000.00 5.150% 158,302.50 1,706,605.00
06/01/2011 122,510.00
12/01/2011 1,460.000.00 5.200% 122,510.00 1,705,020.00
06/01/2012 84,550.00
12/01/2012 1,540,000.00 5.300% 84,550.00 1,709.100.00
06/01/2013 43,740.00
12/01/2013 1,620,000.00 5.400% 43,740.00 1,707,480.00
Total $15,910,000.00 $6,615,792.50
, .-..
MCL-05/l7/00
Rev-05/25/00
Rev:OS/30/00
Rev-06/13/00
Rev: 06/15/00
Rev-06/27/00
Rev-06/28/00
Rev:06/30/00-6439-m_b
-42-
.~
SPECIMEN
UNITED STATES OF AMERICA
STATE OF FLORIDA
CI1Y OF MIAMI BEACH
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.
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 Fifteen Million Nine Hundred Ten Thousand Dollars
($15,910,000), and to pay Interest thereon from the date hereof, as follows:
(a) The principal hereof shall be paid In annual Installments on the dates
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
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 descrlbed 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
as defmed 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 untll the
earlier of (1) the final maturity of this Note or (2) such time as the total amount of
,
SPECIMEN
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 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 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
Loan Agreement. to fmance the Governmental Unit's cost of Improvements to
neighborhood Infrastructure. parks and beaches and fire stations and related facilities
and fIre trucks (the "Project"). as described In the Loan Agreement (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 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 full faith, credit and taxing power of the Governmental Unit have been
Irrevocably pledged to the punctual payment of the principal of and Interest on the
Governmental Unit Note as the same shall become due and payable. 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 amounts other than principal and Interest 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. 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
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 property of the Governmental Unit. but shall constitute a lien only on
the Pledged Revenues. in the manner provided In the Loan Agreement.
SPECIMEN
.,
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.
lt 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; that the total
Indebtedness of the Governmental Unit, including this Note, does not exceed any
constitutional, statutory or charier limitation; and that provision has been duly made
for the levy and collection of a direct armual tax, without limitation as to rate or
amount. upon all taxable property within the Governmental Unit (excluding
exemptions as provided by law) sufficient to pay the principal of and Interest on this
Note as the same shall become due, which tax shall be levied and collected at the
same time, and in the same manner, as other ad valorem taxes of the Governmental
Unit are assessed, levied and collected. For the prompt payment of the principal of
and Interest on this Note, the full faith, credit and taxing power of the Governmental
Unit are Irrevocably pledged.
The terms and conditions of the Loan Agreement are made a pari of this Note as
fully as If set forth In full herein. Except as otherwise provided herein, all capitalized
,
."
;7"'
,j
\<~.).
~
.'. )
w
SPECIMEN
terms used herein which are dermed in the Loan Agreement shall have the mear1ings
set forth In the Loan Agreement.
-".......,.
.'
..,
o
tI""\
"CJ
".j"';.
<.. .
'\t.'.
IN M>mss WHEREO~ff<tMfl.l_, "" _.. ~
Governmental Unit Note and has caused the same to be manually signed by the Vlce-
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 City Clerk of the City of Miami Beach, Florida, all as of this 29th day of
June. 2000.
CITY OF MIAMI BEACH, FLORIDA
(SEAL OFTIiE CI1Y)
By:
: Vlc -Mayor, City of Miami Beach
ATTEST:
By:14~~ p~~
Title: City Clerk
;.
, ., SefQ.&AEN
C) $15,910,000
CITY OF MIAMI BEACH, FLORIDA
GOVERNMENTAL UNIT NOTE
GULF BREEZE VRDS SERIES 1985B
DEBT SERVICE SCHEDULE
INTEREST FISCAL
DATE PRINCIPAL RATE INTEREST TOTAL
12/01/2000 $329,485.00 $329,485.00
06/01/2001 400,725.00
12/01/2001 $905,000.00 4.550% 400,725.00 1.706,450.00
06/01/2002 380,136.25
12/01/2002 945,000.00 4.700% 380,136.25 1.705,272.50
06/01/2003 357,928.75
12/01/2003 990.000.00 4.800% 357.928.75 1.705,857.50
06/01/2004 334,168.75
12/01/2004 1,040,000.00 4.850% 334,168.75 1.708,337.50
06/01/2005 308,948.75
12/01/2005 1,090,000.00 4.900% 308,948.75 1.707.897.50
06/01/2006 282,243.75
12/01/2006 1,145,000.00 4.950% 282.243.75 1.709,487.50
::> 06/01/2007 253.905.00
(, 12/01/2007 1.200.000.00 5.00% 253.905.00 1.707.810.00
06/01/2008 223,905.00
12/01/2008 1.260.000.00 5.050% 223,905.00 1,707.810.00
06/01/2009 192,090.00
12/01/2009 1,325,000.00 5.1000A> 192.090.00 1,709.180.00
06/01/2010 158.302.50
12/01/2010 1,390,000.00 5.150% 158.302.50 1.706,605.00
06/01/2011 122,510.00
12/01/2011 1,460.000.00 5.200% 122,510.00 1,705,020.00
06/01/2012 84,550.00
12/01/2012 1,540,000.00 5.300% 84,550.00 1,709,100.00
06/01/2013 43,740.00
12/01/2013 1,620,000.00 5.400% 43,740.00 1,707,480.00
Total $15,910,000.00 $6.615,792.50
")'
~
..
I..
'"
OFFICERS' CERTIFICATE
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 '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
$15,910,000 from the proceeds of the Sponsor's Local Government Loan Program,
Floating Rate Demand Revenue Bonds, Series I985B (the "Program Bonds"). The
Loan is evidenced by Governmental Unit Note, Series 1985B of even date herewith [the
"Governmental Unit 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 defmed 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:
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
right. power and lawful authority to enter Into, execute and perform Its obligations
under, the Loan Agreement and the Governmental Unit Note.
i ~.
-~;
2. [a) Attached hereto as Exhibit "A-I" Is a true, correct and complete
. certified copy of Resolution No. 2000-23966 ofthe governing body of the Governmental
Unit, duly adopted June 23, 2000 (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.
[b) On September 17,1999, the governing body of the Governmental
Unit adopted resolutions calling for referendums relating to the Issuance of (I) not to
exceed $57,915.000 of the Governmental Unlt.s general obligation bonds for
Improvements to neighborhood Infrastructure. [i1) not to exceed $24.830,000 of the
Governmental Unit's general obligation bonds for Improvements to parks and beaches
and (iii) not to exceed $9,720,000 of the Governmental Unit's general obligation bonds
for Improvements to fire stations and related facilities and to acquire and equip fire
trucks (collectively, the "G.O.'s"). An election was held on November 2, 1999 at which
the issuance of the G.O.'s was approved by the electorate of the Governmental Unit
(the "Referendum Approvals").
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 follows:
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00-6439. I 985Bc1osdocs- 1985BOffcert 1
,
"
"-,
l
Name
Nelsen O. Kasdln
David Denner
Matti Herrera Bower
Simon Cruz
Luis R. Garcia, Jr.
Nancy Liebman
Jose Smith
Title
Mayor
Vice-Mayor
Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
Tenn Beeins
November 1999
November 1997
November 1999
November 1999
November 1999
November 1997
November 1997
Tenns Ends
November 2001
November 2001
November 2003
November 2003
November 2003
November 2001
November 2001
4. Such of the above persons as are required by law to IDe oaths of office
and bonds or undertakings have duly filed such oaths and filed such bonds or
undertakings In the amount and manner required by law.
5. Each of the below named Individuals, who have executed the Loan
Agreement and the Governmental Unit Note, have been duly elected or appointed as
an 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
.
1
-.,,""
David Denner
ature
Robert Parcher
Jo WAJ f~~c~
Office
Vice-Mayor
City Clerk
6. We further certify and attest that on June 29, 2000. the Governmental
Unit Note was duly executed by the manual signatures of the said Vice-Mayor and 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 Vice-Mayor and City Clerk did, on
June 29, 2000, 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
MCL.06/26/00
Rev: 06/26/00
Rev: 06/27 /00-6439. I 985Bclosdocs- 1985BOffcert 2
1
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. Simultaneously with the Issuance of the Governmental Unit Note, the
Governmental Unit Is Issuing Its $14,090,000 Governmental Unit Note. Series 1985E
(the "1985E Note") to evidence an additional loan from the Sponsor's 1985E Bonds.
The sources pledged In the Loan Agreement to secure repayment of the Governmental
Unit Note. are not pledged or encumbered In any manner, except In respect of the
payment of principal of and Interest on the Governmental Unit Note Issued therewith
and the 1985E Note. The sources provided therefor In the Loan Agreement are
pledged to secure repayment of the 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 be used for the purpose of paying the Cost of the Project, as defined In the Loan
Agreement.
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. 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
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00.6439-1985Bclosdocs-1985BOffcert 3
t
--.
i
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
fmal 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 (ill)
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
Governmental Unit to carry out, give effect to and consummate the transactions
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
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 the Governmental Unit entitled to the benefits of the Loan
Agreement, and the Loan Agreement, when duly executed, delivered, filed 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
~
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00-6439-1985Bclosdocs-1985BOffcert
4
,
(""
",J
A.""'.'\
;';,j
w
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
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 2000 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.
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.
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Re\': OG/30/0C-G~39-19S;:;I3du::.Juc::)-1985DO[kel-l
5
"f.'
I
,
~1
.
C)
.....-.-
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 29th day of June. 2000.
(SEAL)
CITY OF MIAMI BEACH, FLORIDA
By:
ATTEST:
ROBERT PARCHER,
CITY CLERK
.0 By: J fJ (U~d:J CVl~
Its: City Clerk
C)
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00-6439- 1985Bclosdocs-1985BOlfcert 6
",-
It
()
.""1\
VJ
(,\
\,~
CERTIFICATE OF COMPLIANCE WITH MAXIMUM INTEREST RATE
The undersigned official of the City of Miami Beach, Florida (the "Governmental
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 $15,910.000 Governmental Unit Note, Series 1985B dated as of
June 29. 2000, 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:
I. The undersigned Is authorized to execute this certificate on behalf of the
Governmental Unit.
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 5.2083% was awarded to
the Gulf Breeze. Florida Local Government Loan Program on June 23, 2000 (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 6.01 %
for the week of May 26. 2000.
le~!--O~Y:~6AI
ev: ~ ~
~~~ ~ 7 ~7 -6439-198SBclosdocs-1985Bcertcomp
-1-
"
.~
()
{)
o
IN WITNESS WHEREOF, the undersigned has executed this certificate on
behalf of the Governmental Unit on this 29th day of June. 2000.
THE CITY OF MIAMI BEACH, FLORIDA
(Seal)
~.~
By:
Its: Director of Finance
MCL.OJ>!.~J>AOO
~~~~ 8~~~~~88-6439-1985BclOSdOCS-1985Bcertcomp -2-
TAX AND NON-ARBITRAGE CERTIFICATE
I, the undersigned officer of the City of Miami Beach, Florida (the
"Governmental Unit"), being the person duly charged, with others, with responsibility
for borrowing and Issuing $15.910,000 principal amount of the Governmental Unit
Note, Series 1985B dated as of the date hereof (the "Governmental Unit Note") being
Issued pursuant to Resolution No. 2000-23966 duly adopted by the Governmental
Unit on June 23, 2000 (the "Authorizing Resolution"), and a Loan Agreement dated as
of June 1. 2000 (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 THAT:
(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 pay the Cost of the
Project, as defined In the Loan Agreement. The Governmental Unit Note of even date
herewith, Is Issued by the Governmental Unit In the principal amount of$15,910,OOO.
--
(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 $15,910.000 (the
"Original Proceeds") of the Governmental Unit Note:
(a) Of the Original Proceeds of the Loan. the amount of $15.910.00
shall be used within ninety (90) days of the date hereof to pay the costs of Issuing and
closing the Loan.
(b) (I) Pursuant to the Loan Agreement. the balance of the original
Proceeds of the Loan will be applied for payment of Costs of acquiring and
constructing the Project (which. for purposes hereof, shall Include the Project financed
with the Governmental Unit Note and the Governmental Unit Note, Series 1985E
(herein referred to as the "1985 Notes")). Within six (6) months from the date hereof.
the Governmental Unit will have Incurred substantial binding obligations to acquire
and construct the Project, pursuant to which It will be obligated to pay not less than
five percent (5%) of the Original Proceeds of the 1985 Notes. All of the proceeds of the
Loan will be expended for the purposes of the Loan within thirty-six (36) months of the
date hereof. In the event there remains any unspent proceeds after June 1. 2003,
such amounts will be Invested In Investment Securities constituting United States
Treasury Obligations, State and Local Government SeIies, or fully tax-exempt
obligations of state or local governments, or at a market yield not exceeding the yield
on the 1985 Notes. until spent.
. '-/
(II) The Governmental Unit will proceed with due diligence to
complete the Project, and will not deliberately delay the expenditure of such moneys
for the purpose of obtaining Increased Investment earnings on such moneys. The
Governmental Unit reasonably expects that no portion of the Project will be sold or
otherwise disposed of prior to the scheduled final maturity of the Loan.
~~~-06/fl6/l00
~~~: ~~~~~~t439-Non'Arb-B
-1-
(III) The estimated Cost of the Project, together with expenses of
Issuing the 1985 Notes. will not be less than the Original Proceeds of the 1985 Notes
and the anticipated Investment Income thereon.
(c) No portion of the Original Proceeds of the Loan will be 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
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 fmanclal difficulties.
(e) All moneys and Investment Income In the Sinking Fund will be
applied, within twelve (12) months of deposit therein, to the payment to the Trustee of
amounts due under the Loan Agreement. Such fund Is established for the purpose of
matching the revenues of the Governmental Unit available for payment of 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.
(I) No portion of the proceeds of the Governmental Unit Note will be .
used as a substitute for other funds of the Governmental Unit which were otherwise
set aside and earmarked to pay any portion of the Cost of the Project and which will be
used to acquire. directly or indirectly. obligations producing a yield in excess of the
yield of the 1985 Notes.
(4) No portion of the Cost of the Project being financed from the proceeds of
the Loan has been financed from any other source, except from the sources provided
therefor In the Loan Agreement.
(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
would have been necessary or to deliver the Governmental Unit Note sooner or allow
them 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.
(6) Except for the Governmental Unit's $14,090.000 Governmental Unit
Note. Series 1985E being Issued to the Trustee on the date hereof to pay for additional
projects as described In the Loan Agreement for such Note, no other obligations are
being Issued by the Governmental Unit or any related entity at substantially the same
time as the Governmental Unit Note. sold 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 paid out of
substantially the same source of funds) as the Governmental Unit Note. For purposes
._,"
Ig~-061:~6IiOO
ev: ~ ~
g~ ~t U~-6439-NOn-Arb'B
-2-
--.
j
hereof, the Governmental Unit Note and the 1985E Note are being treated by the
Governmental Unit as a single Issue.
(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
1985 Notes or the Project. except to the extent of use of the Project on the same basis
as use by members of the general public.
(8) (a) No more than five percent (5%) of the Original Proceeds plus
Investment earnings thereon 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 (5%) of the principal of or
the Interest on the 1985 Notes 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 (8) payments In respect of such
property or (II) on a present value basis, derived from payments (whether or not by or
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 (5%) 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 other than state or
local governmental units will use more than five percent (5%) of the Governmental
Unit's Project. In the aggregate, on any basis other than the same basis as the general
public; and no person other than a state or local governmental units will be users of
more than five percent (5%) of the Governmental Unit's Project. In the aggregate, 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 slml1ar
arrangement. agreement or understanding, whether written or oral.
(9) The Governmental Unit has not received notice that this Certificate may
not be relied upon with respect to Its own Issues nor has It been advised that any such
adverse action by the Commissioner of Internal Revenue Is contemplated.
To the best of my knowledge. Information and belief, the expectations herein
expressed are reasonable and there are no facts, estimates or circumstances other
than those expressed herein that would materially affect the expectations herein
expressed.
;
1f':}:'06f:26f100
ev: I. 91.
~~~ ~i~~B~~~-6439-NOn-Arb-B
-3-
..t " ..
.
.
C) IN WITNESS WHEREOF. I have hereunto set my hand as of the 29th day of
June. 2000.
THE CITY OF MIAMI BEACH.
FLORIDA
By ItJl kJ;{4k--
Its: Director of FInance
;~.'\
'J
~J
~CL-06. :/26/00
ev: R/2fl l(fn
. ev; 8b/:l7/UO-6439-Non-Arb-B
-4-
.'t- ~..,. ..
I
C)
J
o
CERTIFICATION OF SPONSOR REGARDING
TAX AND NON-ARBITRAGE CERTIFICATE
In reliance upon the certifications, representations and expectations expressed
in the Tax and Non-Arbitrage Certificate dated as of June 29. 2000 (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"), 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 terms of the Loan
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 1985B dated as of June 29. 2000 (the
"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 net proceeds of the Loan which are
applied to finance property used in the trade or business of private persons. Within the
meaning of Section 103(b) of the Internal Revenue Code of 1954, the aggregate amount
of proceeds of all outstanding Loans (including the Loan to the Governmental Unit)
which are used or expected to be used in the trade or business of private persons does
not exceed twenty-five percent (25%) of the net proceeds (after deduction of Issuance
costs and reserves) of the Sponsor's $500,000,000 Floating Rate Demand Revenue
Bonds, Series 1985 A through E.
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.
MCL-OJ5I.~AOO
ft~~ 8l!~~1l~88'6439-1985BclosdOCS-6439Spon-arb -1-
;,.. ... '" ..
.
,)
.~
a
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 29th day of June, 2000.
CITY OF GULF BREEZE, FLORIDA
MCL-06/26/00-6439_ 1985Bclosdocs-6439Spon-arb -2-
.' J~.~~:-t.:~',\,
r.
CERTIFICATE OF FINANCIAL ADVISOR
'1
Government Credit COIporation. by its undersigned officer in connection with a loan by the City
of Gulf Breeze. Florida (the "Sponsor"). to the City of Miami Beach. Florida (the "Governmental Unit")
in the amount of $15,910,000 (the "Governmental Unit Note"), pursuant to a Loan Agreement, dated as of
June I, 2000 (the "Loan Agreement"). by and among the Governmental Unit, the Sponsor and SunTrust
Bank:, as Trustee (the ''Trustee''), certifies as follows:
1. 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 (the "Administrator") for the
Sponsor's $500,000,000 Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series
1985 A through B, 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 Loca1 Government Loan Program, Floating
Rate Demand Revenue Bonds, Series 1985B (the "Program Bonds").
3. 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 the proceeds of the Loan will not 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 ProgrlUll
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 (25%) of the net proceeds
(after deduction of issuance costs and reserves) of the $500,000,000 principal amount of the Sponsor's
Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985 A through B.
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 defmed in the Indenture), and such moneys will be expended by the
Governmental Unit for the payment of the Costs of the Project within thirty-six (36) months from the date
such funds were first deposited in the Payment Account of the Loan Reserve Fund.
6. The Financial Advisor has no knowledge of any investigation, proceeding, litigation or
inquiry, whether pending or threatened, by any governmental agency. authority or commission, judicial or
public body, or officer or agent of any of the foregoing, regarding the Program, the Program Bonds or any
other matter related thereto which. upon an unfavorable fmal resolution or conclusion, would have any
adverse affect on the Program, the Program Bonds or the tax-exemption of the interest thereon, 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 than one hundred twenty-
nine (129) days.
-~
8. The Fmancial Advisor has negotiated the terms of the Loan Agreement, has reviewed the
fmal 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 calculation of the amounts payable by the
Governmental Unit in connection with the Loan. but shall instead be payable solely from sUIplus
MClAl6126,oo
Rev:06IUIOO
Rev: 06fl81OO-6439-1985Bdosdocs-1985Bcert-fa
-1-
f-
\
o
,{:~.'
tfJ
.
earnings. if any, on amounts invested under the Indenture and available for payment of such fees pursuant
to the terms thereof.
f"
U
MUAl6I26.IlO
Rev: 06/26,00
Rov: 06I2MJ0.6439.198SBcI",docs.198SBcert-fa
-2-
<.
!
.
J
"'.:\
';J
IN WITNESS WHEREOF. the undersigned bas caused this instrument to be executed in its
name by a duly authorized offiCtt as oftbe 3rd day ofluly, 2000.
()
Ma.-cJ6I2MlO
Rev: 06Il6Q>
Rev: 06J2MJ0.6439-19SSBclosdocs-I98SBcert.fa
GOVERNMENT CREDIT CORPORATION
By:
Its:
-3-
(
Ii
()
"."
'.."",\'
:tJ
"JC
\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
of June 1, 2000, 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
supplemented [the "lndenture"), 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.
(2) Government Credit Corporation has been duly designated and currently
serves as Financial Advisor and Independent Contractor under the Indenture.
(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.
(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 siXteen supplements (each, a "Supplement") through the date hereof, in
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
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
of the Sponsor, enforceable In accordance with their terms.
xoo
Z
.6439-1985Bclosdoc-1985BSponcert - J-
.
,\ '
I.
o
.c}
t.,
~
IN WITNESS WHEREOF, our hands and the official seal of the Sponsor as of
the 29th day of June, 2000.
Sinature
omcial Title
;;;~~-1<
Mayor
~~
City Clerk
(SEAL)
~fjk1J[; /1:[; /88-f,439-1985BCIosdoc.1985BSponcert -2-
.
.
CERTIFICATE OF TRUSTEE
)
The undersigned state chartered bank (the 'Trustee") hereby certifies that It is
Tlustee under that certain Tlust Indenture dated as of December 1, 1985, as amended
and restated as of July I. 1986, as further amended and supplemented (collectively.
the "Indenture"), between the Tlustee 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 $15.910,000 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 Tlustee. 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 Tlustee of the Indenture
and the hereinafter described Loan Agreement. have been duly authorized by all
necessary corporate action on the part of the Tlustee. and under present law does not
and will not contravene the Charter or the By-laws of the Tlustee 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 Tlustee Is subject.
_J
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 Tlustee and constitute legal, valid and binding obligations of the
Tlustee, enforceable against the Tlustee 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 Tlustee'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 June 1. 2000, by and among the Sponsor. the Governmental Unit and the
Trustee (the "Loan Agreement"), executed In connection With the Loan described above.
".,."
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00-6439-1985Bclosdocs-1985Bcertrus -1-
\ ."
\
.
"'2)'
1/-' '..
.....
~J-'
, .
,
t)
8. The Trustee has received the original executed Governmental Unit Note
In the amount of $15.910.000, 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
$77.837,169,00 and (b) the total amount remaining on deposit in the Repayment
Account of the Project Loan Fund is $19,370.59.
10. The Trustee has not received any notice from the Remarketlng Agent of a
failure to remarket any Program Bonds.
11. The Trustee has not received any direction from FInancial Guaranty
Insurance Company (the "Credit Facility Issuer") to redeem any Program Bonds, and
no notice of redemption of any Program Bonds has been Issued With respect to any
moneys In the Project Loan Fund.
12. The Trustee has received no notice of a pending review, investigation or
determination by any administration or governmental agency regarding the Program
Bonds In which an unfavorable result could have an adverse affect on the Program
Bonds.
13. The Trustee's representations In the Loan Agreement are true and correct
as of the date hereof.
14. The Trustee certifies that all preconditions In the Indenture relating to
the release by the Trustee of the Program Bond proceeds in connection With such Loan
have been satisfied.
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00-6439'1985Bclosdocs-1985Bcertrus -2-
.
,
.
()
()
G
IN WITNESS WHEREOF, the undersigned has caused this Instrument to be
executed In Its name by a duly authorized officer as of the 3rd day of July, 2000.
(SEAL)
""""''''''
",,'......,"'tlUsr 1>_ II",
~, ~......~..'>.L iI",
'Ii.4I -.".-."
! ..oV\.POt:t,;..... ~
~ :-V ~..-:.
:...... ~':
~ : SE : E
i\G ALl:
~ *. ~$'"
~ -.. ~..*$
~tt. ...eoo.. ...~
t, 4 . ~...
" I OR\u\\-"
'''unil'~
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00-6439,j985BcJosdocs.1985Bccrtrus -3-
SUNTRUST BANK
B~
Its: ViCE P IDENiT .
""l
.
j
.,
EXI!I~IT 1\
~.~;,
~
TRUST IKDENTURE
by and between
ern OF GOLF BREEZE, n.oRmA
and
e
SOR BAKK, KA'nO!.;..!. AssoCIA'nOH
u ~~.aee
Loeal Government Loan Program
Floating Rate Demand Revenue Bonds, Series 1985.A throUIm,E
. \ -, ..... .
.-i'.i'.')
~
TltUST IKDElITUItE
CITY OF GULP BREEZE, FLORIDA
SECURING LOCAL GOVERNMENT LOAN PROGRAM
FLOATING RATE DEMAND BONDS
SERIES IllS A THROUCH E
t.
Recitals ....................................................................
BondForm .................................................................
Section 1.01
Section 1.02
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
Section 2.08
Section 2.09
Section 2.10
Section 2.11
Section 2.12
Section 2.13
Section 2.14
Section 2.15
Section 3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
I
4
AJl'nCLE I
DEPlHmONS; IKTEJlPRET A TION
Dellnitions .................................................. 24
Us. 01 Words and Phrases;
Pereentage of Bonds Outstanding ............................... 37
AJl'nCLE D
THE BONDS
Amount, Terms, and Issuanee 01 Bonds . . .... . . . . . .. . . . .. . . . . . . .. 38
Terms of Bonds .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 38
Determination of Interest Rates ................................. ..-
Interest Periock ...................... .". .......... .... .........
Establishment 01 Modes; Establishmcent iiCNew
Fixed Rate Periods ............. ~. . . .. .... . . . . . . . . . . . . . . . . . . . .
Payments ol Principal, Redemption Price and
Interest; Persons .EJ}tiUed Thereto ..............................
Record Dates ................................................
.
48
52
53
Transler and Exchange; Bond Registrar and
Paying Agent ................................................
Exeeution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Authentieation ...............................................
53
55
S5
55
56
Mutilated, Destroyed, Lost or Stolen Bonds ......................
Temporary Bonds .............................................
Cancellation and Destruction 01 Surrendered
Bonds ....................................................... 56
Disposition of Proceeds of Bonds . .... . .. .... . . . . . .. . . . . . . . .... .. 56
Bonds Limited Obligations; Source and
Seeurity for Payment .. .. . . ....... .. .. . ... . . . . . ... . . .. ... . . . .. 56
AJlT1CLE m
PURCHASE AND REIIAJlIL~udC OP BONDS
Purchase ol Bonds at the Election 01 the Holders
--Thereof ..................................................... 58
Mandatory Tender lor purchase of Bonds ........................ 59
a.marketing aC Bcrads . .-....... ....... .... ... ..................., "
Procedure for Purchase of Bonds . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .. ~
Disposition of Purchased Bonds ................................. ,.
No Remariceting After Certain Events .. .. . . . . .. .. .. . . . . . . . .. 65
-1-
.'
~
t?
"
Seetton 4.01
Seetton 4.02
Seetton 4.03
Seetlon 4.04
Seetion 4.05
Seetlon 4.06
Seetion 4.07
Seetlon 4.08
Seetion 4.09
Seetlon 4.10
Seetion 4.11
Seetion 5.01
Section 5.02
Section 5.03
Section 5.04
Section 5.05
Section 5.06
Section 5.07
Section 5.08
Section 5.09
Section 5.10
Section 5.11
Section 5.12
Section 5.13
Section 5.14
Section 6.01
Section 6.02
Section 6.03
ARTICLE IV
LOANS TO GOVERNMENTAL UNITS
Terms and ConditIons of Loans . " . . . " . " " . . .. . . . . .. . . . . . " " .. . " . .. 66
Loan.Amounts; Relation to Sonds ................................ 66
Loans to Govemmental Units .. . . . . . . . . . . . . . . . .. . . . . . .. . . " " ." . . ... 66
Loan Term and Loan Repayments "..."""..."...."....".."......".",, 66
Application Submissions .....""...."...............""......"...."... 68
Closinr Time and Place " " .. " . " " . .. . . " . " . . . " . . " . " . . . . .. .. .. " " . . . . . .. 70
Closinr Documents lor Pinaneinrs ........." .. . .. . . . .. .. .. " .. . . .. . " . " " ".. 70
Closing DocumenU lor Retlnancinp ..... .. . ..... . . . . .. .... 70
71
71
Closinc Proeed.ure ................"....................."......."......""......
Modllleattons to Al1'eements. Certillcates and Opinions ...........
Appointment of Administrator and Independent
Contraetor ..................................................... 72
ARTICLE V
IlEYEHU'ES AND FUHDS
Creation of Funds and Accounts; E%pense Aceounts ............... 73
Projeet Loan Fund ............................................... 74.
Revenues to Be Paid Over to Trustee ............................ 76
AppJieation of Revenues and Other Moneys . . . . . . . . . . . . . . . . . . . . .. 76
Debt Serviee Fund ............................................ 71
Debt Service Reserve Fund .... . . . . . . . . . .... .... . . . . . . ... . . . . . .. .0.". 78
I..oan Resene Fund .... .... . ........... ........ . .. ..... . ........ 18
Bond Jnsuranee ............................................... 81
R.venues to Be Held for aU Bondholders;
Certain Exceptions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 83
Procedure When Funds Sultlcient to Pay
AJlBonds ..................................................... 83
Monthly Reports By Trustee .. . ~ . . . . . . . . . .. . . . . .. . . . .. . . . . . . . . . . .. 83
Governmental Unit Defaults ... . . . . . . . . . .. . .. . . . . . . . . . . . . . . . . .. 83
Additional Credit Facility and Substitute
Liquidity FIC!'Uity ............................................. 86
Additional Interest Payable With Respect to
Bonds Purchased Under Liquidity Facility or By
Credit Faeillty Issuer Upon Failure of Liquidity
F.eUlty Issuer .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 88
ARTICLE VI
INVESTMENT AND DEPOSIT OF FUNDS
Deposits and Seeurity Therefor ................................. 89
Investment or Deposit of Fu.nds .................................. 89
Valuation of FundS ............................................ 91
-li-
Section 7.01
Section 7.02
Section 7.03
Section 7.04
Section 7.05
Section 7.06
Section 8.01
Section 8.02
Section 8.03
Section 8.04
Section 8.05
Section 8.06
Section 8.07
Section 9.01
Sectiort9,02
Section 9.03'
Section 9.04
Section 9.05
Section 9.06
Section 9.07
Section 9.08
Section 9.09
Section 9.10
Section 9.11
Section 9.12
Section 10.01
Section 10.02
Section 10.03
Section 10.04
ARTICLE VB
REDEMPTION Of BONDS PRIOR TO MATUlUTY
Redemption of Bonds .. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .
Issuers Election to Redeem ....................................
Seleetion of Bonds to be Redeemeet .............................
Notlee of Redemption .........................................
Payment of Redeemed Bonds ...................................
Redemption of Portion of Bond .................................
t.
95
96
96
97
97
AllTlCLE vm
COVENANTS Of THE ISSUER
Payment of Principal of and Interest on Bonds .................... 98
Exlstenee; Compllanee with Laws ............................... 98
Enforcement of Loan Agreements; Prohibition
Apinst Certain Amendments of Loan Agreements ................ 98
Further Assurances ........................................... 99
Bonds Not to Become Arbitrale Bonds' .......................... 99
Flnanein, Statements ......................................... 99
Limitation on Duties of the Issuer .............................. 99
ARTICLE IX
EVERTS Of DEfAULT AND REMEDIES
RYe!"ts of Default Defined ..................................... 100, ,.
Acet!lera'lion of Bonds; Remedies ................. - -... ......... ... ."l"G"~
RI(ht of Bondholders to Direct Proceedinp ..................... '10"
Application of Moneys ... - . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 103
aemedies Vested In the Trustee .................................... 103
RI(hts and Remedies of Bondholders ............................ 104
Termination of Proeeedlnll ......................................... - . -104
Waivers of Events of Default ...... - . . . ... .. .. . . . .. . . .... . .... . '104
Notice of Certain Defaults; Opportunity of the .
Issuer to Cure Defaults ......................................... '104
Trustee May Enforee Rights Without Possession
of Bonds ....................................................105
Remedies Not Exclusive ...... ................. -. - -....... -..... '105
Delays and Omissions Not to Impair RI(hts ...................... '105
ARTICLE X
THE TRUSTEE
Aeeeptance of Trust ................................................ 106
No Responsibility for Recitals. ete. ............................ '106
Trustee May Act Throu(h Agents; Answerable Only
for N eglirence or Willful Misconduct ............................ 108
Compensation .................................................. '106
~
-Ui-
..
e:>
L"}
..
CJ
Section 10.05
Section 10.06
Section 10.07
Section 10.08
Section 10.09
Section 10.10
Section 10.11
Section 10.12
Section 10.13
Section 10.14
Section 10.15
Section 10.16
Seetion 10.17
Section 10.18
Section 10.19
Section 10.20
Section 1l.01
Section 11.02
Section 11.03
Section 11.04
Section 12.01
Section 13.01
Section 13.02
Section 13.03
Section 13.04
Section 13.05
Section 14.01
l'Iotlce of Default; Right to Investigate ........................ '101
Obligation to Act on Defaults .................................. 1 DE
Rellanee ................................................... -10'4
Opinions of Bond Counsel ..................................... -107
Trustee May Deal in Sonds ..................................... 10i
Construction of Ambiguous Provisions ........................... 101
Resignation of Trustee ........................................ 107
Removal of Trustee.......................................... -107
Appointment of SuC!eessor Trustee ............................. -107
QuaUfieation of Successor ................. . . . . . . . . . . . . . . . . . . . . 108
Instrumenu of Succession .. . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 108
Limitation on Trustee's Liability ........ ~............ .. . ...... . '108
Appointment of Separate 01' Co-Trustee ......................... 108
Reports . . .. . . . . . . . . . . . . . . . . . . . . '" . . . . . . . . . . . . . . . . . . . 1 09
Merrer of Trustee ............................................109
1'10 Transfer of Trust Estate; Exception ......................... '109
ARTICLE XI
THE BOND REGISTRAR AND PAYING AGENT AND
THE REMARKETING AGENT
The Bond Rertstrar and Paying Agent ......................... "UD.
'The aemarketing Agent ...................................... '111
Nottees .....................................................111
Bond Registl'lll' and Paying Agent May Act Through
.Agents; Answerable Only for Gross Negligence 01' . . . ~. .
Willful Mlsconduet ................................;,.........,.. 111
ARTICLE XU
ACTS OF BONDHOLDERS; EVIDENCE OP OWNERSlDP OF BONDS
Acts of Bondholders; Evidence of Ownership ... . . . .'. . . . . . . . . .. . . '112
ARTICLE XIII
AIIENDMENTS AND SUPPLEMENTS
Amendments and Supplements Without Bondholders'
Consent ..................................................... 113
Amendments With Bondholders' Consent ......................... 114
Amendment of Loan Acreement . . . . . . . .... . .. . . .. . . . . . . .. .... '114
Amendment of Credit Facility 01'
LIquidity Faeility .......................................... - - '115
Trustee Authorized to Join In Amendments and
Supplements; aeliance on Counsel .... - ...... ... -. . ., . . . . .. .... -lIS
ARTICLE XIV
DJUPEASANCE
e.f.......,"".. .. ....--... .-. ..... .... ---. ....... ........... . ...... '116
-iv-
Section 15.01
Section 15.02
Section 15.03
Section 15.04
Section 15.05
Section 15.06
Section 15.07
Section 15.08
Section 15.09
Section 15.10
Section 15.11
Aa11CLE XV
MmcELLANEOUSPRO~mONS
No Personal Recourse ........................................ .11~
Deposit of Funds for Payment of Bonds ........................ "118
No Rllbts Conferred on Others ................................. 118
Illefal. etc. Provisions Disreprded " .. .... . . . . .. ... ... . . .. .....118
Substitute Notice ............................................. 118
Notice to Trustee. issuer and Credit
Issuers.......................................................118
Successors and Assips ....................................... -119
Headings for Convenienee Only ................................ -119
Counterparts ................................................119
Applicable Law ... ... . . . .. ....... . . .. ... . . . . ....... ... . . .... -119
Enforcement of Certain Provisions by Credit
Issuers . ... . .. .. . . . . ..... . . . . . . .. . . . '" . . .. . .. . . . . " .. 119
w
~
-v-
'.
. .
C)
&J
&.;
TJllJSTJNDEHTUB.E
TBJS TRUST DlDEHTOJlE dated as 01 Deeember I, 1985, by and between the
CITY OF GULF BREEZE, FLORIDA (the "Issuer"), a municipal eorporaUon of the State o{
Florida and SUN BANK, NA110NAL ASSOCIATION, a national banking assoeiation
arranized under the laws of the United States of America, with Its principal oUiees in the
City of Orlando, Florida, as Trustee, being authorized to aceept and exeeute trusts of the
eharaeter herein set out uncler and by virtue of the laws of Florida, as amended and
restated as of July 1, 1986,
WITH ESSETB
WHEREAS, the Issuer Is a municipal eorporaUon, duly orranlzed and validly
existing pursuant to Chapter 61-2%07 Laws of Florida Speelal Aets of 1961 and other
appUeable provisions of law, and Is authorized pursuant to Chapters 163 and 16&, Florida
Statutes, and other applieable provisions of law (colleetively, the "Act"), to borrow money
for the purpose of flnaneing or refinancing- the acquisition and construetion of qualified
projeets (collectively, the "Projects" as hereinalter detined); and ,,_
WHEREAS, the Issuer Is authorized to issue Bonds to tinanee or retinanee the\
cost of the Projects {or participating political subdivisions, municipal corporations and'
other public entities of the State of Florida having power to borrow money for such,..
Projects, ineluding the Issuer (the "Governmental Units"); and
WHEREAS, for the purpose 01 finaneing- or retlnaneing for the partlelpating
Governmental Units in the State of Flor:ida' the eost of acquisition and eonstruction of
qualltled Projects (the fina:!ci"li' or t''!finaneing of Projects hereinafter sometimes
referred to as "Authorized Flnancings"), the Issuer has determined to issue its Local
Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985, In the
aggregate principal amount of not exeeeding $500,000,000 (the "Bonds"), in live Series,
designated A through E, in the prineipaJ amount of $100,000,DOO per Series, all pursuant
to and seeured by this Trust Indenture in the manner provided herein; aIId
WHEREAS, on Deeember 3D, 1985, the Issuer issued the Bonds pursuant to the
Indenture dated as of December I, 1985 (the "Originallndenture") and a resolution duly
adopted on December 16, 1985 as amended on Deeember 23, 1985 (the "Resolution"); and
WHEREAS, the proceeds of the Bonds of each Series will be loaned to the
participating Governmental Units, pursuant to the provisions of the Loan Agreement in
substantially the form ettaehed hereto as Exhibit "A" (the "Loan Agreement") to be
entered into with participating Governmental Units meeting the eligibility requirements
of the Issuer and the Credit Facility Issuer (u hereinafter defined); and
WHEREAS, the toan Agreements, in the abgreb'ate with respect to each
Series, shall provide for the application of the Bond proceeds of such Series to the eosts of
the Authorize:! Finanein~~ and for the payment by the participatin(; Governmental Units
of amount!' sufficient, tOb'ether with the money!' hel1 in the fund~ and al'eo:;r:t<
established under this Trust Indenture for ellch Series, ane:! the income from invest:r.e:Jl
thereof, 10 ena:.le thc IS3.Jcr to pay, when due:, the princ:.i:.J"~ of and in1ffest en the ..B:.4C5
of ~ctl Serie~ en~ other cost. i!:l'U':":"CC ;;; C'(r.ml"~t!Nl ,.,. iln t ',f' Issu~r'~ finaneinr pro;,-n':o:
tIS pro,. ideo herein; .!Ind
LI\:L-I1/10!8li-81l'l.:!~22
1~l:...ll /1; Ib~
-1-
....:,
WHEREAS. each partlcipatlni Governmenta! Unit's obliiatlon to repay the
Loan made by the Issuer pursuant to the Loan Agreement will be evidenced by a note in
substantially the form attached to the Loan Agreement as Exhibit B (the "Governmenta!iL......
Unit Note"); and ..
WHEREAS, as additional security for the repayment of the Governmental Unit
Notes, certain particlpatini Governmental Units may be required by the Credit Facility
Issuer (hereinafter defined) to deliver to the Trustee, as beneficiary, an irrevocable letter
of credit In form and substance satisfactory to the Credit Facility Issuer or other security
as may be specified by the Credit Facility Issuer; and
WHEREAS, as security for the Bonds of each Series. and the repayment of
obligations owed In connection with the Credit Facility and LIquidIty Facility. if any (as
hereinafter defined) with respect to each Series. the Issuer will assign and p!edp to the
Trustee the Governmental Unit Notes and certain of the Issuer'! riihts under the Loan
Agreements, including. but not limited to, the riiht to receive all payments of principal
and Interest due from the participating Governmental Units under the Loan Agreements
and the riiht to realize upon the proceeds of any other security granted by a
Governmental Unit In connection with a Loan: and
WHEREAS, in order to reduce the interest cost to the participatlni Govern-
mental Units, the Issuer proposes to obtain additional security for the Bonds of each
Series in the form of a Credit Facility for each Series; and
WHEREAS, for the purpose of providing the Bond Reilstrar and Paying Agent
(hereinafter defined) with funds for the payment of the hpurchase p~."e -:of the Series A
Bonds and the Series 0 Bonds following the applicable Loan !"u:)d'Desi~~:ion Date, to the.
extent such Bonds are subject to mandatory purchase as' provided herein, and the Series B,
C and E Bonds followini the applicable Loan Fund Designation Date, to the extent of an
amount equal to the sum of the Loan Reserve Fund R..,uirement and the Debt Service
Reserve Fund Requirement for each such Series, the Issuer expects to enter into a
Liquidity Facility (the "Liquidity Facility") with a LIquidity Facility Issuer and the
Trustee, for each such Series of Bonds prior to the applicable Loan Fund Designation Date
for such Series. pursuant to which the initial Liquidity Facility Issuer for such Series will
agree to purchase, under certain circumstances, such Bonds at the principal amount
thereof (up to the awegate principal amount of Bo~ outstandini) and the interest
thereon for a specified number of days at the Maximum Rate, to the extent that moneys
are not otherwise available therefor under the terms of this Indenture; and
WHEREAS, for the purpose of providing the Bond Registrar and Paying Agent
with funds for the payment of the purchase price of the Series B, C, and E Bonds. to the
extent such Bonds are subject to optional or mandatory purchase as provided herein and
are not purchased by the Liquidity Facility described in the immediately preceding
paragraph, the Issuer expects to enter into a Liquidity Facility in the form of an
Investment Agreement for each such series, pursuant to which funds will be- made
available to purchase such Bonds at the principal amount thereof (up to the - awepte
principal amount of Bonds outstanding) and the Interest thereon for a specified number of
days not exceeding the Maximum Rate, to the extent that moneys are not otherwise
available therefor under the terms of this Indenture; and
"
LKL-ll/lD/86-81B-2522
-2-
. .
. ,
eJ
-=>
aJ
WHEREAS. because such Credit Facilities and Liquidity Facilities were not
obtained by the date of the initial authentication and delivery of the Bonds. the Issuer
provided that the proceeds o{ the Bonds and Investment earnings thereon be available to
pay the principal o{ and interest on the Bonds until certain conditions are met; and
WHEREAS. the Issuer oriiinally anticipated that a Credit Facility and a
Liquidity Facility {or each Series would be established prior to June 5. 19B6. but
unforeseen circumstances have caused the Issuer to determine that such expectation
cannot be realized; and
WHEREAS. the Issuer has acquired commitments for Credit Facilities for the
Bonds and Liquidity Facilities {or the Series A Bonds and Series D Bonds and an amount
equal to the sum of the Loan Reserve Fund Requirement and the Debt Service Reserve
Fund Requirement for the Series B Bonds. and expects to have acquired commitments for
Credit Facilities in such amounts {or the C and E Bonds. and the Issuer reuonably
anticipates that the Series B, C and E Bonds can be remarketed with an Investment
Agreement serving as a Liquidity Facility; and
WHEREAS. pursuant to a resolution d\lly adopted on June 2, 1986 (the "First
Supplemental Resolution") the Issuer has amended and restated this Indenture as of June
1. 1986. and, pursuant to a resolution duly adopted on July 7, 1986 (the "Second
Supplemental Resolution") has amended and restated this Indenture as of July I, 19B6 (the
Original Indenture. as so amended, restated and supplemented. and as may hereafter be
amended and supplemented as provided herein being hereinafter referred to as the
"Indenture") to provide {or such changed circumstances reprr.!:l.'Credit Facilitle, and
Liquidity FacUlties; and' .' .
WHEREAS, the Bonds, the validation certificate and the certificate of
authentication inscribed thereon are to be in substantially the following forms. with such
necessary or appropriate variations, omissions and insertions as are permitted or required
by this Trust Indenture:
,,'
LKL-ll/l 0/86-81B-2 522
. -- -3-
(Form of Bond)
..
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OP GULP BREEZE, FLORIDA
LOCAL GOVERNMENT LOAN PROGRAM
PLOATlNG RATE DEMAND REVENUE BOND
SEllIES 1985_
Maturity Date: December 1.2015
Cusio
Registered Owner:
Principal Amount:
Dollars
DOW ALL MEN BY THESE PRESENTS that the CIty of Gulf Breeze (:he
"Isauer"), a municipal corporation of tbe State of Florida. for value received. bereby
promises to ~..y (but only out of tbe sources bereinafter mentioned) to tbe Rp.gilrtered
\J\':'n"~ identifi",rI above. or registered assigns, on tbe Maturity Date :iet forth' abon. th_
Principal Amount set fortn above, and pay. solely from said sources, interest tnereon ~
described herein to the date of payment as set forth herein. payable at tbe principal
corporate trust office of Chemical Bank. New York, New York. as Bond Regiarar and
Paying Agent (the "Bond Registrar and Paying Agent'').
This Bond is one of the bonc\s of the above designated Series limited in
awefate principal amount to SloO.ooo.oOo. (the'''Bonds'') issued as part of an issue of
Bonda in the awepte principal amount of S5oo,ooo,000, pursuant to a trust indenture
dated as of December 1, 1985, amended and restated as of July 1, 1986 (the "Inaenture"
or "Trust Indenture") between the Issuer and the Trustee. to accomplish tbe public purpose
of financing. including certain refinancing. of the cost of acquiring and constructing
qualified projects ("Projects") for certain politiCal subdivisions. municipal corporations
and otner public entities of the State of Florida having power to borrow money for such
purposes, including the Issuer (the "Governmental Units") by making loans to Govern-
mental Units for such purposes, and for funding reserves and paying necessary expenses
incidental to issuance of the Bonds. Each loan (a "Loan") will be made pursuant to a Loan
Agreement (a "Loan Agreement'') between Sun Bank, National Association. as Trustee (tbe
"Trustee"), tbe City Manager of the Issuer, acting as administrator, or any successor
administrator, on behalf of tbe Issuer (the" Administrator") and a Governmental Unit; and
tbe Governmental Unit will also deliver to the Trustee a promissory note (a
"Governmental Unit Note") evidencing the Governmental Unit's obligations to malte Loan
repayments under the Loan Agreement. Pursuant to the Trust indenture. as security for
the. Boncls of tbis Series. the Issuer has usigned and pledged to the Truztee the
.
LItL-1111o/86-BIB-2S22
. --1-
.'-:0 ".".
, ..~ . .
l::l..!
MURRAY H. DUBBIN
City Attorney
.
-
.
-)
"}
-"
,
'J
OFFICE OF THE CITY ATTORNEY
~~cf~71-
F
L
o
R
A
o
Telephone:
Telecopy:
(305) 673-7470
(305) 673-7002
July 3, 2000
City of Gulf Breeze, Florida
Gulf Breeze, Florida
Miller, Canfield, Paddock and
Stone, P.L.C.
Pensacola, Florida
SunTrust Bank
Orlando, Florida
Financial Guaranty Insurance
Company
New York, New York
William R. Hough & Co.
St. Petersburg, Florida
$15,910,000
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 coWlSel to 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 $15,910,000 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. 2000-
23966, duly adopted by the Governmental Unit on June 23, 2000 (the "Authorizing Resolution"), and a
Loan Agreement, dated as of June 1, 2000 (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 pay the Cost of the Project (as defined in the Loan Agreement). The
Loan is evidenced by the Governmental Unit Note dated as of June 29,2000, issued by the Governmental
Unit in the principal amount of $15,910,000.
1985Bclosdocs-1985Bissuopin ~ 1.
1700 Convention Center Drive - Fourth Floor -- Miami Beach, Florida 33139
.
.
,')
"'-...,-
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
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.
The opinions set forth below are expressly limited to, and we opine only with respect to, the laws
of the State of Florida and the United States of America.
Based on the foregoing, 1 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, 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.
r')
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; or (ii) the use or application of the monies on deposit in the funds provided in the Loan
Agreement; or (iii) on the functioning ofthe Governmental Unit or payment ofthe amounts due under the
\'.::../
1985Bclosdocs.1985Bissuopin
-2-
OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33139
.
,
o
(';\
t:J
C)
v
'.
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
tenns, 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 Resolution and the Act, the Issuer is lawfully entitled to levy, collect or
receive, as applicable, the revenues identified in the Loan Agreement and under the Loan Agreement is
obligated to appropriate sufficient revenues to pay the principal and interest on the Note in accordance with
its terms, and to apply the same to such payments at the times specified in the Note.
8. The sources pledged in the Loan Agreement have not been pledged or encumbered for the
payment of any other obligations, except as described in the Loan Agreement and disclosed to the Credit
Facility Issuer. The sources identified in the Loan Agreement are pledged to secure repayment of the
Governmental Unit Note, as set forth in the Loan Agreement.
9. I have no knowledge of any legislation adopted by the 2000 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.
Very truly yours,
F:V.TfQ'.AOUR.\AGR.llEMN1\QBI9ISB.OPN
1985Bclosdocs-1985Bissuopin
-3-
OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER DRIVE. MIAMI BEACH. FLORIDA 33139
<
Firl<lIU'i,ll (;llanlllly 111~lln\lH'{'
( :Olllpilll~
1 L") Bnlalh\11~
\('\\ York. \\ !OOllh
(~1~) :IJ~-:\IIIIII
(gOO) t"):!.()()()]
A GE Capital Company
-
FGIG
July 3, 2000
Mr. Joseph K. Mooney
Government Credit Corporation
4400 Bayou Boulevard, Suite 49-B
Pensacola, FL 32503
Re: City of Gulf Breeze, Florida Local Government Loan Program Floating Rate Demand
Revenue Bonds Series 1985 B
- $15,910,000 Loan to City of Miami Beach, Florida
Dear Mr. Mooney:
We have reviewed the following documents with respect to the referenced loan (the "Loan"); the
Loan Agreement ("Loan Agreement") dated as of June I, 2000, between The City of Gulf Breeze,
Florida (the "Issuer") and the City of Miami Beach, Florida (the "Borrower"), the opinion of
Borrower's counsel required pursuant to the Loan Agreement (the "Opinion"), the resolution of the
Borrower's governing body (the "Resolution") and such other documents (collectively, the
"Documents") which may be required pursuant to the Indenture of Trust dated as of December I,
1985, as amended and restated as of July I, 1986, as further amended and supplemented (the
"Indenture") between the Issuer and SunTrust Bank, Central Florida, National Association, Orlando,
Florida, as Trustee (the "Trustee").
Based on the foregoing we hereby approve the form and content of the Documents and authorize the
Loan to the Borrower in the amount of$15,910,000 maturing December 1,2013, for the purposes
described in Exhibit A of the Loan Agreement.
Execution of the Loan Agreement by the Borrower must take place by July 15, 2000; provided, that
if such execution does not occur by such date this letter shall be of no further force and effect and no
disbursal of the loan may be made without the prior written approval of Financial Guaranty. By the
date hereof, you shall deliver to Financial Guaranty a copy of the principal amortization schedule
along with a transcript of the loan documents.
FINANCIAL GUARANTY INSURANCE
COMPANY
BY~
J<Mph Ponisi
Authorized Representative
t;,.
-,
cc: Richard I. Lott, Esq.
.
.
~)
LAW OFRCES OF
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
A PROFESSIONAL LIMITED LIABILITY COMPANY
25 WEST CEDAR STREET. SUITE 500
PENSACOLA, FLORIDA 32501
OF COUNSEL
RICHARD I. LOTI
P A TRlCIA D. loTI
850/469.' 088
TELECOPY 850/432-0677
ANNA HOLLlDA Y BENSON
July 3, 2000
Financial Guaranty
Insurance Company
New York, New York
SunTrust Bank
Orlando, Florida
City of Miami Beach
Miami Beach, Florida
Murray H. Dubbin, Esq.
Miami Beach, Florida
\
"
$15,910,000
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 in connection with the issuance by the City of
Miami Beach, Florida (the "Governmental Unit"), of its $15,910,000 Governmental
Unit Note, Series 1985B dated as of June 29, 2000 (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. 2000-23966, duly adopted by the
Governmental Unit on June 23, 2000 (the "Authorizing Resolution"), and a Loan
Agreement dated as of June I, 2000 (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
1~I:I1;~~1i1
~: ~ ~
ey: 'f 'f -6439-] 9BSBclosdocs-] 98SBbcopinb -1-
.
.:)
}
--'
\<.'~Ci-..,
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 Luis Reiter, 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
respect to, the laws of the State of Florida and the federal income tax laws of the
United States of America. We have made no inquiry or investigation 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 Loan Agreement and
express no opinion with respect to the effect or consequences of such use of proceeds
upon the tax-exempt status. We have not undertaken or been engaged to determine
the tax-exempt status of the Sponsor's Local Government Loan Program Floating Rate
Demand Revenue Bonds, Series 1985B (the "Program Bonds"), have made no inquiry
or investigation into such matter, and for purposes hereof have assumed that the
interest on the Program Bonds is excluded from gross income for federal income tax
purposes.
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:
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.
2. The pledge by the Governmental Unit of the sources provided therefor in
the Loan Agreement constitutes a valid pledge of such revenues to the payment of the
Governmental Unit Note, all in the manner provided in the Loan Agreement. We call
to your attention the fact that the sources described in the Loan Agreement are also
pledged to the payment of the Governmental Unit's $14,090,000 Governmental Unit
Note, Series 1985E being issued simultaneously with the Governmental Unit Note, as
provided in the Loan Agreement.
3. The Loan Agreement and the Govemmental 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 Govemmental Unit and the Sponsor, enforceable upon the Governmental Unit and
the Sponsor.
4. Under existing laws, regulations, judicial decisions and administrative
interpretations, enacted or construed, on the date hereof, the funding of the Loan for
the Project will not, in and of itself, adversely affect the excludability of interest paid
on the Program Bonds from gross income for federal or state income tax purposes;
provided that no opinion is expressed with respect to any other matter relating to the
Program Bonds.
~~J!>f{it{~~ .
ft~: ljg~~~~~-6439-1985BcJOsdOCS-1985Bbcopinb -2-
.~
.
.~
~
~'J
""'."'\..
;'J
C,j
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
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.
Respectfully submitted,
~/~/~
r ~ rJiyJ ;1 ~C
MCL-06/26/00
Rev: 06/26/00-6439. I 985Bclosdocs- 1985Bbcopinb
-3-
MA IT E. DANNHEISSER, P A.
ATTORNEY AT LAW
504 NORTH BAYL.EN STREET
PENSACOLA. FLORIDA 3250 I
~LEPHONE (650) 434-7272 FACSIMILE 1650> 432-2026
E-MAIL MATTDANNHEISSER@AOL.COM
July 3, 2000
SunTrust Bank
Orlando, Florida
City of Gulf Breeze
Gulf Breeze, Florida
Financial Guaranty Insurance
Company
New York, New York
William R. Hough & Co.
St. Petersburg, Florida 33701
$15,910,000.00
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 $15,910,000.00
Governmental Unit Note, Series 1985B dated as of June 29, 2000 (the "Governmental Unit Note),
and a Loan Agreement, dated as of June I, 2000 (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
this 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
by those documents, law or otherwise.
-"
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
opinion that:
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 Sponsor has full right and lawful authority to execute and deliver the Loan
Agreement, and 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
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 Santa Rosa County, Florida and 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 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
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
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 fmding would adversely affect the
transactions contemplated by the Loan Agreement.
My opinions concerning the validity, binding effect and enforceability of the Loan Agreement
and any other document or instrument in which an opinion is herein expressly or inferentially given
concerning its validity, binding effect, and enforceability, means that ( a) such documents constitute
valid and effective contracts under applicable law, (b) such documents 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. This opinion does not mean
2
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 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 police powers of the state of Florida, and the constitutional powers of the
United States of America.
This opinion is furnished to you by me as counsel to the 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 prior written consent.
The information within this opinion 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 opinion is limited to the laws of the State of Florida and I express no opinion with regard to the
laws of the United States of America or laws of any other state.
Yours very truly,
.tL=
For the Firm
MED:sdl
3
NEGOTIATED SALE DISCLOSURE STATEMENT
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
$15,910,000 principal amount of the City of Miami Beach. Florida Governmental Unit
Note. Series 1985B, dated June 29.2000 (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:
City Attorney (Matt Dannheisser) $2,500.00
Bond Counsel (Miller, Canfield, Paddock and Stone. P.L.C.) $13.000.00
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. Governmental 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 $86,840.73.
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
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.. Remarketlng Agent
Government Credit Corporation, FInancial Advisor
Ritter. Eichner and Norris, Special Tax Counsel
Ml11er Canfield Paddock and Stone, P.L.C.. Bond Counsel
6. The address of the Purchaser is: SunTrust Bank. 200 Orange Avenue,
Attention: Corporate Trust, Orlando, Florida, 32801.
7.
portfolio.
The Purchaser intends to hold the Governmental Unit Note In its own
8. Truth-In-Bondinl! Statement. The Issuer Is proposing to issue the
Governmental Unit Note for the purpose of acquiring and constructing certain capital
Improvements of the Governmental Unit comprising the Project. The Governmental
Unit Note Is expected to be repaid over a period of approximately thirteen and one-half
years (13 1/2) years. The total Interest paid over the life of the Governmental Unit
Note will be $6.615.792.50.
MCL-06/26/oo
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/oo-6439-198SBcIosd0Cl0-I98SB disclose -1-
Authorizing the Governmental Unit Note and the Loan will result in an
estimated $329,485.00 to $1,709.487.50 of the Issuer's sources provided therefor in
the Loan Agreement not being available to finance other services of the Issuer each
year for thirteen and one-half (13 ~) years.
MCL-06/26/00
Rev: 06/26/00
Rev: 06/27/00
Rev: 06/28/00
Rev: 06/30/00-6439-1985Bclosdocs-l985B dlllC\ose -2-
IN WITNESS WHEREOF, the undersigned has executed this statement on
behalf of the Purchaser on this 29th day of June, 2000.
CITY OF GULF BREEZE, FLORIDA
MCL-06/26/00
Rev: 06/26/00-6439-1985Bclosdocs-1985B disclose -3-
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
This form represents an updete and compilation of \I1e BF2003, BF2044-A and BF2004-B forms
Band Infonnation forms (BF2OO3) are required to be completed by local governments pursuant to Chapter 19A-l.003. FlQrida 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. it prepared, are required 10 be submitted pursuant to Section 218.38(1). F .S..
. Please complete all items 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.
BF2003
BOND INFORMATION FORM
PART I. ISSUER INFORMA TION
1. NAME OF GOVERNMENTAL UNIT:
CITY OF MIAMI BEACH, FLORIDA
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER:
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
MIAMI-DADE, COUNTY
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION:
4. TYPE OF ISSUER: --SOUNTY
xx CITY _AUTHORITY
_INDEPENDENT SPECIAL DISTRICT
_DEPENDENT SPECIAL DISTRICT _ SPECIFY OTHER
ART II.' BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE:
$15,910,000 MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE,
FLORIDA LOCAL GOVERNMENT LOAN PROGRAM FLOATING RATE DEMAND REVENUE BONDS. SERIES 1985B
2. AMOUNT ISSUED: $ 15,910,000
4. DATED DATE: 06/29/00
3. AMOUNT AUTHORIZED: $ 15,910,000
5. SALE DATE:
06/23/00
6. DELIVERY DATE: 07/03100
7. LEGAL AUTHORITY FOR ISSUANCE: Referendum Approvals. the Authorizllll.! Resolution herein defined
and the Constitution and laws of the State of Florida, Section 12 of the Constitution, Chapter
166. Florida Statutes. as amended and the Citv ofMiam1 Beach Charter. as amended.
8. TYPE OF ISSUE: ~GENERAL OBLIGATION _SPECIAL ASSESSMENT _SPECIAL OBLIGATION
_REVENUE _COP (CERTIFICATE OF PARTICIPATION) _LEASE-PURCHASE _BANK LOANILINE OF
CREDIT
9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)?
B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION?
2. IF YES, AMOUNT OF ALLOCATION: $
_YES --L.. NO
_ YES NO
10. SPECIFIC REVENUE(S) PLEDGED:. Non-Ad Valorem Revenues deposited In the Revenue Fund created
pursuant to Section 3.lOlbl of the Loan Al!reement and Ad Valorem revenues for the payment of
principal and Interest.
1
19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED
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)/CONSUL T ANT(S):
OTHER PROFESSIONALS:
SQUIRE, SANDERS & DEMPSEY
201 SOUTH BISCAYNE BOULEVARD, 29TH FLOOR
MIAMI, FL 33131-4330
MURRAY H. DUBBIN, ESQ.
1700 CONVENTION CENTER DRIVE
MIAMI BEACH FL 33139
20. PAYING AGENT:
21. REGISTRAR:
'. COMMENTS:
SUNTRUST BANK
!'lIINTRII!'lT RANK
NONE.
_NO PAYING AGENT
_NO REGISTRAR
PART III. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title: RICHARD I. LOTT
Company: MILLER. CANFIELD. PADDOCK AND STONE, p,Lc
Phone:
(850) 469-1088
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above):
Name and Title:
Company:
SAME AS ABOVE
Phone:
Date Raport Submitted:
JUNE 29, 2000
BF2004-A and BF2004-B
NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLEDTED IN FULL FOR ALL BOND ISSUES EXCEPTTHOSE SOLD PURSUANT
TO SECTION 154 PART 111; SECTIONS 159 PARTS 11, 111 OR v; OR SECTION 243 PART 11, FLORIDA STATUES.
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:
-----NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME: Akerman. Sent",rTH-t R. Rirl"nn
FEE PAID: $ 13.000.00 SERVICE PROVIDED or FUNCTION SERVEDUnderwriter I s Counsel
3
LAW OFFICES OF
MILLER, CANFIELD, PADDOCK AND STONE,P.L.C.
A PROFESSIONAL LIMITED LIABILITY COMPANY
25 WEST CEDAR STREET, SUITE SOO
FORT MYERS, FLORIDA 32501
OF COUNSEL
(850) 469-108S
TELECOPY (850) 432-0677
RICHARD I. LoTT
PA'mIClA P. LoTr
ANNA HOLlIDAY BENSON
July 3. 2000
State of Flortda. Division of Bond Finance
Local Municipal Bond Section
1801 Hennitage Centre
Hennitage Blvd. Suite 210
Post Office Box 13300
Tallahassee. F10rtda 32317-3300
Re: $15.910.000 City of Miami Beach. Flortda Loan from the City of Gulf
Breeze, Flortda Local Government Loan Program. Floating Rate Demand
Revenue Bonds. Sertes 1985B
.Gentlemen:
On behalf of the City of Miami Beach. Flortda (the "Issuer"). we are filing the
following documents with you pursuant to Section 218.38. Flortda Statutes.
(1) Division of Bond Finance Bond Information Form BF 2003 and 2004-B
perta1ning to the above-captioned Note.
(2) Form of the above-captioned Note.
The above-captioned Note was sold on June 23. 2000. and delivered to the City
of Gulf Breeze. Local Government Loan Program. Sertes 1985B. as Purchaser. on June
29. 2000.
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. Cl
o :2
o in
'6
:;z:
~ 0
en -n
N co
CD <2
C5
s: 'T'.
- %
.. :P
o z
(J'\ c;
r-c-;
Very truly yours.
~{fd-
Richard I. Lott
MCL-06/26/oo
Rev: 06/26/00
Rev: 06/28/00
Rev: 06/30/oo-6439-1985Bclosdocs-1985B bondlln
CITY OF MIAMI BEACH, FLORIDA
PARTICIPATING GOVERNMENTAL UNIT
CONTINUING DISCLOSURE CERTIFICATE
Local Government Loan Program
Floating Rate Demand Revenue Bonds
Series 1985 B
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Miami Beach, Florida (the "Borrower"), in cOlmection with the
execution and delivery on the date hereof of that certain Loan Agreement dated as of June 1,
2000 (the "Borrower Loan Agreement"), between SunTrust Bank (formerly SunTrust Bank,
Central Florida, National Association) (as successor trustee to The Bank of New York, which
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 proceeds of the Issuer's Local Govenunent Loan Program
Floating Rate Demand Revenue Bonds, Series 1985 B ("Series B Bonds"). Such bonds were
issued under and pursuant to 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 Issuer and the Trustee. The Borrower agrees as follows:
Section 1. Puroose 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") in complying with SEC Rule 15c2-12(b)(5).
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 defmed in the Indenture).
"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 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.
04.209315.2
1
"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 conunencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Governmental 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 Conunission and a method of obtaining hereafter the
most current listing of approved National Repositories, are set forth in Exhibit B.
"Participating Governmental Unit" shall mean any Governmental Unit which has
received a Loan.
"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
Governmental Units pursuant to Loan Agreements and the Indenture.
"Reporting Governmental 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
Governmental 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
Q4.209315.2
2
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 Governmental Unit and ending on the
Annual Determination Date on which the Borrower ceases to be a Reporting Governmental
Unit.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from
time to time.
"Series B Bondholder" or "Holder" or "Holder of Series B Bonds" shall mean the
registered owner of any Serie~ B Bond (other than the bond registrar and paying agent for the
Series B Bonds 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).
"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.
"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 Section 4 of this Disclosure Certificate;
Drovided 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
04.209315.2
3
the Annual Repon 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.
(b) Not later than fifteen (15) business days prior to said date, the Borrower shall
provide the Annual Repon to the Dissemination Agent (if other than the Borrower). If the
Borrower is unable to provide to the Repositories an Annual Repon (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 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:
i. determine each year prior to the date for providing the Annual Repon
the name and address of each National Repository and the State Repository, if any; and
ii. if the Dissemination Agent is other than the Borrower, file a repon with
the Borrower cenifying that the Annual Report has been provided pursuant to this
Disclosure Cenificate, stating the date it was provided and listing all the Repositories to
which it was provided.
Section 4. Content of Annual Reoorts. The Borrower's Annual Report shall contain or
include by reference the following:
(a) The audited financial statements of the Borrower for the prior Fiscal Year, prepared
in 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) The financial information and operating data of the type found in the following
portions of the Official Statement dated September 26, 1997 for the Borrower's General
Obligation Bonds (park Improvements Projects), Series 1996, which portions are reproduced
as Exhibit C hereto, for the prior Fiscal Year:
i. information under the table "City of Miami Beach, Florida, Property
Tax Levies and Collections, Fiscal Years 1986 through 1995";
ii. information under the table "City of Miami Beach, Florida, Statement of
Tax Levies and Tax Rates, Fiscal Years 1987 through 1996";
111. information under the table "City of Miami Beach, Florida, Computationrof Direct and Overlapping Debt, September 30, 1996";
)4.209315.2
4
iv. information under the table "City of Miami Beach, Florida, Summary of
Direct and Overlapping Debt as of September 30, 1996"; and
v. information under the table "Debt Service Requirements" with respect to
the Borrower's outstanding general obligation debts, including the Loan.
(c) If the Borrower's obligations under this Disclosure Certificate shall have terminated
pursuant to the provisions of Section 5 hereof, notice of such termination.
The obligation to provide the information under Section 4( a) and Section 4(b) may be satisfied
by 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 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 Rulemaking Board.
The Borrower shall clearly identify each such other document so included by reference.
Section 5. Termination of Reportimz Obligation. In the event the Borrower is or
becomes a Reporting Governmental Unit, the Borrower's reporting obligations under this
Disclosure Certificate 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 discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. The Dissemination Agent shall not be responsible in any
manner for the content of any notice or report prepared by the Borrower pursuant to this
Disclosure Certificate.
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 undertaking, 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 December 1, 1999, after taking into account any amendments or interpretations of
the Rule, as well as any change in circumstances; and
)4.209315.2
5
(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 Indenture 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.
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 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 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 DisclQsure
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 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
14.209315.2
6
resignation or removal of the Dissemination Agent and the termination of the obligations of the
Borrower under this Disclosure Certificate.
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: June 1, 2000.
CITY OF MIAMI BEACH, FLORIDA
~.Wkv
By:
Patricia Walker, Finance Director
)04.209315.2
7
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Borrower:
City of Miami Beach, Florida
Name of Bond Issue:
City of Gulf Breeze, Florida, Local Govermnent Loan Program
Floating Rate Demand Revenue Bonds, Series 1985 B, dated as
of December 30, 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 Continuing Disclosure Certificate dated June I, 2000, 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 Agreement dated as of June I, 2000, between SunTrust Bank (formerly
SunTrust Bank, Central Florida, National Association), 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:
By:
Its:
04.209315.2
8
EXHIBIT B
Nationally Recognized Municipal Securities Information Repositories approved by the
Securities and Exchange Commission as of June 1. 2000:
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
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
E-mail: nrmsir@dpcdata.com
Interactive Data
Attn: Repository
100 Williams Street
New York, NY 10038
Phone: (212) 771-6899
Fax: (212) 771-7390
E-mail: nrmsir@interactivedata.com
Standard & Poor's J. J. Kenny Repository
55 Water Street
45th Floor
New York, NY 10041
Telephone: (212) 438-4595
Facsimile: (212) 438-3975
The current list of NRMSIRs can be found at any time at the SEC's Web site at
http://www.sec.gov/consumer/nrmsir.htm.
04.209315.2
9
,
EXHmIT C
SAMPLE FINANCIAL INFORMATION AND OPERATING DATA
4.209315.2
10
.~\. L/ 2:~:,: L :3;':,
:'" :, & ~~:\:~
. ,
l.' ;1,.
City of Miami Beach. Florida
Property Tax Levies and Collections
Fiscal Years 1986 through 1995
Assessed Valuations ~ Total
Tax Including Excluding Total Collected Percent
Year(') Homesteads Homesteads Tax Lew In Year PI Collected
1986 $3,751,470,889 $3,001,176,711 $41.029,091 $40.776,251 99.4%
1987 3,617,648.031 3,009,079,061 41.137,120 41.100,410 99.9
1988 3,786,641,043 3,105,045,655 42.449,079 41,266.273 97.2
1989 3,939,311.340 3,269,628,413 44,699.090 43,872,953 98.1
1990 4.376,417,088 3.632,426,183 47.824,523 46,497,571 97.2
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 . 8.369,445.913 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
SOURCE: Ccmprehenaiw /VltIJIA F"mancial Report. 1_, cay of MIamI B-. FICrida.
(1) AssessIIWlla as rI.lln.tafy 1 rllhe year listed; bib mailecl in 0cIaber of 1hat year, ... becGme delinquent alltle
end rI April olllle SUIlUquenl yw
(2) A&sessmlllla .. 81100% ellaii' IMttc8l 'ollIlue.
(3) AdllIIl =Ie:ll~... of QlIrenl and delinquent R8II and PlnOllll PlOl*tY T_
lBAlANCE OF PAGE INTENTlONALL Y LEFT BLANK]
9
-- -
-
'PI". "'I"" "'lfIWW'I ..~._
n\ 2i
,
.. ~ " ~
~ : 2:Vi
:.0 :'/ i _A;)\:=.
v..~ ~
. 0
'.
"w' ~""
The lable below shows ad valorem lax rates and ad lIalorem tax lellies for general
government operations and debt sell/ice.
City of Miami Beach, Florida
Statement 01 Tax Levies and Tax Rates
Fiscal Years 1987 through 1996
Fiscal General Fund Debt Service Fund Total
Year Tax Lew MilIaoe Tax Levv Millaoe Tax Law MilIaae
1987 $29,009.372 9.666 $12.019,719 4.005 $41.029,091 13.671
1988 29,988.487 9.966 11,148.653 3.705 41,137,120 13.671
1989 30,944,855 9.966 11.504,194 3.705 42,449,049 13.671
1990 32,585,114 9.966 12,113,976 3.705 44,699,090 13.671
1991 36,200.TI3 9.966 11,623,750 3.200 47,824,523 13,166
1992 37,642,954 9.743 8,499,992 2.200 46,142,9<46 11.943
1993 35,812,374 9.302 9,798,161 2.545 45,610,535 11.847
1994 35,514,506 8.238 9,962,858 2.311 45,477,364 10.549
1995 36,629,597 7.143 10.729.536 2.039 47,359,133 9.182
1996 41,330,511 7.499 10,368,286 1.882 51,698,797 . 9.361
SOURCE. CompretlenaiYe ArnIIi Fllllllldal RepoIt. 1996, CIty of Miami 1leCl, Florida.
IBALANCE OF PAGE INTENTIONALLY LEFT BLANK)
10
."\ 2 i
",:".,
L..."",
! ~ 3 ; '1~
=8_:: 'I ~ .~;: \:;,
, .~,
t. ;,...
City of Miami Beach, Florida
Computation of Direct and OVerlapping Debt
Septernber30, 1996
DIRECT DEBT
General obligation indebtedness
Public improvement bonds (net of
amount avaDable)
$ 41,166,288
Non-self-supporting indebtedness: 11)
Resort Tax Revenue Refunding Bonds, Series 1996
Gulf Breeze Government Loan Program
Sunshine Slate Loan Pool
Pension Obligation Bonds
Tax Increment Revenue Bonds C:II
Less: Reserve funds
$ 4,095.000
20,315.000
27.810.000
54,325,000
74.500.000
181,045,000
12.376.291
Total non-self-supporting .indebtedness
188.688.709
$209 834.997
Totald~indebtednllSS
OVERLAPPING DEBT lit
Dade County
Total general obligation ind~ness
Percent applicable to City - 6.93% '"'
Total school district ob6gation indebtedness
Percent applicable to CIty . 6.93% '"'
Total net non-eelf-supporting indebtedness
Percent applicable to City . .6.93% (01)
Total overlapping debt
TOTAL DIRECT AND OVERLAPPING DEBT
390.976.000
934,455.000
372.497.000
27,094,637
64.757.732
25.814.1>42
117666.411
$327.501.408
SOURCE: Cor...._...... AmlaI F1nn:III Repxt. 19118. City fII MiMI! 8eIcII, fIaIdL
(1) Elldlldee ...,~ deI1t oIlIgllllo"L
(2) SuctI IloIldI .. IIIQI'IId bl/ \he till IncrWnIInI _ Inlm 1he Clly c....wn IIslc1lc CoIl.- .... v..
RedII..,opment Nea IIIlll a -J pllldgll fII the Clly's Resort T-.
(3) All cIebllls1llcf all o..erf8l1pIo.g 0eIIl ill seo.nd eilhIIr SllIely Inlm II IIlC _ ot from II combinllion fII sell-
~_IIIlllII__
14) Ilased upon 1995 Ill11ted.-....on IigurW Illrtlle City Ifld o.dII CoIfty.
11
ww\. tf '~~J L :;:~
:C.:J & _~;~\:~.
, '_ ; 1 "' ~
.'t",.
City of Miami Beach, Florida
Summary of Direct and Overlapping Debt
As of September 30,1996
Financial Parametars
PQpulalion (1995)
Total Assessed Valuation. City of Miami Beach (Tax Year 1996)
Total Taxable Valuation - City of Miami Beach
(exclUding HomQtead) (Tax Year 1996)
SOURce' CIty 01 Miami Beacn, F1oIfda. Finanlll 00pI01rnel1l. (UnlUdllld)
Financial Ratios
1996
Percent of
Ass_eel Valuation
Pen:ent of
Taxable Valuation
DIRECT DEBT
AJj Valorem 0.56 0,87
Norwelf-supportlng . 2.29 2.78
T alai Direct Debt 2.85 3.43
TotBI Overlapping Debt 1.60 1.92
Tolal Direct and
Overlapping Debt 4.45 5.35
VALUATION
Total Assessecl Valuation
Total Taxable Valuation
SOURCe: City of lottmi hadl. Floridl, F'_ ~ (Unwln.d)
[BALANCE OF PAGE INTENTIONAllY LEFT BLANK]
12
T11rJ""~1':'!~
~A1Il!'~
93,681
$7.366,942,524
$6.114,562,295
Per
CaDita
$ 440
1800
$2,240
1.256
3,496
$78.639
65,270
~~
, ,- '0" . '9'"
..i .J~\. i. f, I. . ~ v " . II ~''fl
;,'. ;v & A,1,;,
v\. _ . ~..
. /" ~.....
\'-'. ;'4.
.'\
DEBT SERVICE REQUIREMENTS
The lable below shows the debt service payable on the BQnds and the City's outstanding
general obligalion bonds.
Fiscal Oulatanding The Bonds Talal
~ Debt Service Princioal Intl!1'est rD\aI Oebt Service
1997 510,00I3,W.SO $ 0 $ 0 $ 0 $10,0013,582.50
1998 9,&18,132.SO 50.000.00 518, 400.00 a,400.00 10.2A4,532.SO
1999 9,284,182.50 50,000.00 628,950,00 618,950.00 9.981,132.SO
2000 7,118.882.SO 1,100,000.00 825,050.00 1.725,050.00 8,843,932.SO
2001 5,371,882.50 1,900.000.00 582,150.00 2,0482,1SO.OO 7,854,032.50
2002 3,227,332.50 3,525,000.00 506,150.00 4,031,150.00 7,258,482.50
2003 U711,02O.OO 0 381,825.00 381.625.00 7,037,645.00
2004 0 4,525,000 00 381,825.00 4,88l5,62S.oo 4,888,625.00
2005 0 2,850,000.00 167,050.00 3,017.050.00 3,017.050.00
2006 0 500,000.00 44,500.00 544,500.00 544,500.00
2007 0 500.000.00 22.500.00 522.500.00 522.500.00
551,340,015.00 515,000,000.00 $3,874,000.00 $18,874.000.00 $70,214,015.00
SO~CE: Cily (J/ Miami hell. F1Dricla. Fi_ eep.'l16'l
LmGATION
There is no litigation or oIher prnceedings. of any nalUre now pending with regard to
whicll tile City has received service of process or, to the actual knowledge of the City, Ihteatened
against the City, with. regard to which an unfavorable dec:ision, ruling or fincflll9 (ij would
materially and adversely affect the validity or enforceability of the Bol1Cls, or (11) would have a
material adverse effect on the levy and collection of the ad valorem taxes pledged to the
payment of the Bonds.
CHARTER AMENDMENT
On June 3,1997, a majority of voters in the City approved a Charter amendment which
was initiated by a citiZen's petition drive. This Charter amendment I1!quirea a City-wide
re~ndum prior to the approval of any increase in the permitted floor area ratio on any
waterfront property Ioealed in the City, Prior to the approval of this Charter amendment. citizens
were able to participate in pubic hearings with regard to incI'eases in noor area ratio on parcels
of waterfront land within the City, but there was no llI<Iuirement of a I1!ferendum as a condition
for approval of sucll in<:reases.
13
---- --
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
8501469-1088
TELECQPY 8501432-0677
01' COUNSEL
RICHARD I. LoTI
PAmelA D. Lo1T
ANNA HOUUOAY BemoN
June 27.2000
0
0 <
0 <:is
C5
~ :z:
~ C>
"Tl
N CD
CD C>
::z::
." c:::
3: ..."
~ Z
l>
0 :z:
N c->
r-n
State of Flortda
Division of Bond FInance
Local Municipal Bond Section
1801 Hennitage Blvd. Suite 210
Post Office Box 13300
Tallahassee. Florida 32317-3300
Re: $15.910.000 City of Miami Beach. Flortda Governmental
Unit Note. Sertes 1985B
Gentlemen:
On behalf of the City of Miami Beach. Flortda (the "Issuer"). we are fil1ng this
Notice of Impending Sale with you pursuant to Section 218.38. Flortda Statutes. as
amended. and Chapter 13K-l of the rules of the Division of Bond FInance.
(I) The Issuer of the above-captioned Note Is the City of M1am1 Beach.
Flortda.
(2) The name of the Note and the amount of the issue are as set forth above.
(3) The amount of the issue is $15.910.000.
(4) The expected delivery date for the above-captioned Note will be June 29.
2000. to the City of GuIfBreeze. Flortda.
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.
VenlY)\ urs.
Richard 1. Lott
Enclosure
MCL-06/27/00-6439-1985Bclosdocs-1985Bnot-tmpn
RITTER EICHNER & NORRIS PLLC
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
July 3, 2000
Financial Guaranty Insurance Company
New York, New York
SunTrust Bank
Orlando, Florida
City of Gulf Breeze
Gulf Breeze, Florida
Miller Canfield Paddock And Stone
Pensacola, Florida
$15,900,000
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:
We have acted as Special Tax Counsel to the City of Gulf Breeze (the "Sponsor") in connection
with the issuance by the City of Miami Beach, Florida (the "Governmental Unit"), of its $15,900,000
Governmental Unit Note, Series 1985B dated as of June 29, 2000 (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. 2000-23966, duly adopted by the Governmental Unit on June 23, 2000 (the "Authorizing
Resolution"), and a Loan Agreement, dated as of June 1,2000 (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 Sponsor. The Governmental Unit Note is
being purchased with a portion of the proceeds of the Sponsor's Local Government Loan Program,
Floating Rate Demand Revenue Bonds, Series 1985B (the "Program Bonds").
We have examined the relevant federal income tax law and such 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 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. The opinion set forth below is expressly limited to, and
we opine only with respect to, the federal income tax laws of the United States of America.
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 under existing laws, regulations, judicial
decisions and administrative interpretations, enacted or construed, on the date hereof, the funding of the
Loan for the Project will not, in and of itself, adversely affect the excludability of interest paid on the
Program Bonds from gross income for federal income tax purposes; provided that no opinion is expressed
with respect to any other matter relating to the Program Bonds.
Our opinion expressed herein is 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 opinion set forth herein is intended for the
information solely of the addressees hereof and solely for the purpose of the contemplated transactions
described herein, and is 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.
Very Truly Yours,
Ritter Eichner & Norris
BY:(~ ~
-\..., ....., ...... I
,
~,,~.
,
~v.vv &AA I.'OD~OQV.
"A~AAa ~. nVU~D_ ~V.
II6IUU~
.
, ,
.,
_.~
t
FINAL
!
em OF GUU BREEZE, FLORIDA
crrY OF MIAMI BEACH, iL
(GENERA/. OBUGATlON BONDS - SElUES 1985 B + E)
TABU OF CONrENI'S
llPORT PAGE
noJECr SUMMAlY......_.__.......____...__......._._...____.....___........__. I
I'RJCING 5UMMAIlY .........____.....,.....__........_...._......._...._____.._........__..___ Z
OEBT SIl\VICl: SCIlIDULE.._.._..______....__..._,____._._..._.._....___.... )
SUMMARY or UNOD<WUTIIt'S 0L'lC:0\JNT ......_._...___...__....._........._............., 4
OEl'A1L or UNDD<W1lTtR'S OISCO\JNT._............._.__..__....._._..___..__.... 5
DEI'AIL com or IS5UANCL.......__...__........._.,__._..._.....__........____..._ "
WIUI.4M R. HOUGH A CO. - cc
im/Ul~
/J1JRZE-GO 130M 6-Z6-00 /TNAl./J.Jue $tururwy
(;/Z6/2ooo Z:3!J PM
.1'
..............n.a A. OVV..,o,a '"V.
1l&Iuua
.
'. -
I1NAL
')
:i
CITY OF GUUBUrZE,nOmDA
CITY OF MiAMI BEACH. JZ
($30 MILLION IN GENE/lAL OBLlGA TION BONDS. SEKlES 1985 B + $)
PRO]ter SUMMARY
DOled 07103/2000 DeUvend 07/03/2000
SOURCES AND USES OF fUNDS
TOTAL BOND l'UND6 EQUlTYCONT.
Plr AmoIU\I or 1loJId.._........_..._................_........................._.._.....__.... 530,000,000,00 530,000,000.00 -
I'1Inned Gull Brec.zc Iquiry COntn'bution..............................._...._......_......... 535,026.29 . 535,026.29
TOTM. SOU/I.CES........_................_.................................................................... SSO,535,028.29 5'0,000,000.00 5535,028.29
Total Underwritc:r'. Discount (0.600%)...._.....__...__.................................... 5180,041.00 . 5180,041-00
Costs of lssuance.......__....._....____....._......_.............................................._ 50,000.00 50,000.00 .
C_ Bond I..........,. ""'mi"'" ( 70.0 bp)............................_....._....._. 554,987.29 . 554,987.29
Deposi. '" Projec. ConstruetiDn FlUId.....___._.___...__....................,... 29,970,000.00 29,970,000.00 ..
Roun~ AmolUIL..._....._........................................................................__. - - ..
TOT I\L USIS.................__............._................................................__............. 530,535,028.29 530,000,000.00 5535,028.29
n.ow or FUNDS DrrAn
State .I'\CI Lcca1 Go,remment Senes (SLc;S) f'l.teI for......_...............................
PROJEcr CONSTRUcnON FUND SOLunON METIlOD................__........... COrea Funded
TOUIt COlt 0' Invoc'uncnt3..................................___.____..___....._....._. 529,970,000.00
TOTAL D~ WS.......................................................__........_......_.................... $%9,970,000.00
BOND STATISTICS
Avenge Life....._......._...__...............,.....__............._....__.__. 12,569 Y....
"verase CoIIJlOIl...,.....................___....................................._................_.. 5.492"24"
NCllnLCl'C.Sl CosI (NJO.............................._.....__.._____.__.._..............., 5.5406267"
Son<! ''ield lor ,,""Ira&< I'IIrpoocs............................_.................................. 5.6001162"
True lntcrc$l: Cost 010............................................................._......._......__.. 5.5314125"
AU Inclusive Co,, {ATC).....,................................._......~..............__................... 5.6854028'16
WilliAM R. HOUCH of CO. - CC
PubJic FinlUlce
6/2(;/2000 2:j(; I'M
'j
0",.:..../
I'a5< I
'.
~.
f
F111lL
cm OF GULF BREEZE, FLORIDA
CITY OF M1AM1 BEACH, II.
(GENERAL OOL/CAlYON BONIJS - SERIES J 985 B + E)
PROJECT SUMMARY
Deliwcnd 07/03/2/100
DrUM 0; 103/%000
SOURCES or nJNDS
',r I\fTlOI.lnt of Ionds.................._._....__.......-._...................._....__._.............._.._..
Planned CulrBI"&CU: ~"i~ Contribution--.............................____.._...._...
TOT., SOURCIS....______.._......._.............__...___.........__.........._..............
USES or nJNDS
TotallJrll:'erwritcr'lDiscounl (0.G00'5).....____...____._....__..
Colts ofluu..ncc..._.___..........._.............__.___.._....................
Con:JII Bend INUftnee Proc:miurn ( 1C'l.Cl bp)___..............___......................_...._...
Dep:llil \CI Projcd Constnll;:'ion r"nd...____._...__................_..___......
TOTAL USD...............__.___._......................._____._............
now or nJNDS DETAIL
,~
.
Sratt 1M ~l Governrncl'\t Serial (Sl.CS) ratu for......_......._......_.._.....__...
mMAlv r'URPOSE FUND SOLLmON MrT'HOD..........._...._........._._._._......_........
Toml CafI of Invellrnel\lI_.____...._.........__.......__._._._..............._.
TOTAL DRAWS._..._...._............................__..._.._......._._.....................
I'lU:SI:NT VAllJI ANALYSIS SUMMA!tY !NETTO NtI'l
NtT I'tISENTVALUEBtNEnT....__.._______.
Nrr N BINtnT I _ RiFUNPEO PRlNCIPAL..........__........_._..................
BOND STAnmcs
{\YCnJ3C Ufc....................................................._...._............_._._.._....__..........._..........
A'f'Ct'I,SC COUpon........._.................................................._...__..._............_......................
Nd Intemt CoIl (NIC...._..........._....__._................_............................_._......._..._.
BoN:!: Vield fDr Amfnlc Put'J'OlllU........................................._..._..._......................"...."...
TNc Il'ue~ COlt mo.._...........................................__...........__................................."..
All IndUli..,. COlt (1..10.....................___.._........................_..............._....._...__.__.......
StJUES 19B9 B stRIES 19B9 E Issue Summai)'
51',310,000.00 5".090.000.00 130,000,000.00
aS9.'49,34 291,2SU8 93,,o2U9
n6.1''',7U.3ot st4,34I,2a"', '30.535,021.2'
B',I40.?! 93,200.2' tBO,D41.oo
15,910.00 I<,oeo.oo 30,000.00
157-'10.55 191,30&.74 954,3B7.29
15."'-'11.D6 14.0'1."'.94 29,370,000.00
SI6,193.'43.,", 514,341,2B4.98 S30,,39,o28.29
Net Funded
S15,93S.sU.D5
SlS,!55,312.08
Net Funded
Sl4,o38"8T.~
st4,o98.Il87.94
Net tundC
528,070,000.00
SlM,!70,ooo.oo
B.o89 Yurs .T.629 \'can 11.569 Yan
5.14014"'" 5.6752750S 5.492.8814'10
5.20832..... 5.71%7971. 5.$406%1711
5.6001182" ~.60CH 18Z. 5.6OO118ZS
S..214Z'"S ~.73t642.0" '.'''4125''
9.5B92IS9" 5.8704"'. 5.'13.02115
loVlWAJlot R. HOUCH;f ",'"0. . CC
Pub/k n/wtQ:
I1Jc c- Mwnibclr.sf.cULIBRZE...t:01:1OM #-X..CJC/1/IIAl-IRWSIIIrfIMI)'
VZVZODD z:>>""
-.J'
.....'
.-')
'.
FIIW.
CITY OF GULF BJU:EZE, noRlDA
CITY OF MIAMi BEACH, FL
(GENERAL OBUGA170N BONDS - SERlES 1985 B + EJ
PRICING SUMMARY
MllW'ily 'IYPc: Of Bond eoupon Yickl MaNriey Value Pri<& Dollar Price
12/01/Z00t Serial Coupon 4.~~mJ, 4.547'0 905,000.00 too.OOO'J6 90~,OOO.oo
12101/Z00Z Stria! Coupon 4.700% 4.698" 9.5,000.00 100.000'J6 '"'5,000.00
t2/01/2003 Serial Coupon '.800% -4.799'l!. 990,000.00 100.000" 990,000,00
12./01/2004 Serial Coupon '.8~0'16 '.849'l!. 1,0-40,000.00 l00.00Oll. 1,040,000.00
lZ/01/Z005 Serial Coupon '.900% '.899110 1,090,000.00 100.000% 1,090,000.00
12/0112006 Serial Coupon 4.950911 4.9499ia 1,145,000.00 lOO.OOOl6 1,14',000.00
IZlO\lZ007 Serial Cou""" ~,OOO" 4.999" 1,200,000.00 100.000% I,ZOO,ooo.oo
12/01/2008 Serial Coupon 5.050% ~.04!llO t,260,000.00 tOO.OOOlO 1,260,000.00
12/01/ZOO9 Serial Coupon 5.tOO'll 5.099'l!. t,325,000.00 l00.ooOl6 I,3Z5,o00.00
IZ/OI/Z010 Serial Cou.pon 5.t50% 5.1'9'11 1,390,000.00 loo.OOOll. 1,390,000,00
12/01/Z011 Stria! Coupon 5.200% 5.199" 1.460,000.00 loo.OOOll. 1,'60,000.00 .
12/01/2012 Serial Coupon ~.300'l1 5.29916 1,540,000.00 loo.OOOlO 1,540,000.00
IZlOl/2013 Serial Coupon 5..00'16 ~.399lO 1,620,000.00 100.000% 1,62.0,000.00
12/0\lZ014 Serial Coupon 5.500% 5.499" t,700,o00.00 100.000')6 1,700,000.00
\2/0\l20t 5 Serial Coupon 5.550% 5.549'l!. 1,79~,ooo.00 100.000')6 1,"5,000,00
12/01/2016 Serial Coupon ~.625" ~.624% 1,895,000.00 100.000% 1,895,000.00
tZ/O\lZOI7 Serial Coupon 5.650'J6 5.649lO 2,000,000.00 l00.000'J6 2,000,000.00
lZ/0112018 Serial Coupon 5.7DOlO 5.699'11 2,110,000.00 100.000l0 2,11 0,000.00
\2/0\lZOI 9 Stria! Coupon 5.750% 5.749% 2,no,ooo.00 100.000'16 Z,250,ooo.00
12/01lZ0Z0 Serial Coupon 5.8DOlO 5."'" Z,360,OOO.00 '100.000ll. Z,36O,o00.00
Total . . . - 30,000,000.00 - 50,000,000.00
BID INFORMAnON
Par ............ or \!oJlcI&........................................-.-.......-...-- 530,000,000.00
Gross Prod1l<lion.......-......-........................................-.........-- 550,000,000.00
Total Undcrw>ilC1". Di>cOllnt (0.600'16)......._....._............_
Bid (99..00%).........................._.........._..............-....................
5(180,D41.001
Z9.s\9,9~9.oo
Total rlU'Chas< pricc......................................................-........... 5Z9,819,959.00
Bond Y.... Dol1an........................................................-............
Avenle Lilc............._............"...................................................
Average COupon..........................................................................
5877,o7S.55
12.569 Year.
5.49ZsaZ4%
Net In~ Cost (N)Cl..............................................................
True lntc.n:st CoSt me) ..........................:..........-......-..............
5.5406217"
5.5514IZ5%
W/l.UAM JI. /lOIlCH ., co - CG
Pub/icFilWlcc
rdc = Miunit>cJl.sf-GlJ!JIIRZE-GO 190M 6-26-00 l1NAL.tssue SUJfIJfWY
6/26/21XJO 2:991M
""'>L.i
pa,. Z
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
850/469- 1088
TELECOPY 850/432.{)677
OF COUNSEL
RICHARD J. LoTr
PATRICIA D. LoTI
ANNA HOLLIDAY BENSON
MEMORANDUM
TO:
PATRICIA WALKER
FROM:
PRISCILLA GOMEZ
DATE:
OCTOBER 3. 2000
RE:
CITY OF GULF BREEZE. FLORIDA LOCAL GOVERNMENT
LOAN PROGRAM. (CITY OF MIAMI BEACH PROJECT) SERIES
1985B AND E
As per your request. enclosed are copIes of the executed documents in
connection with the above referenced Issue. We have not prepared the
transcr1pts at this time. however we should be sending them out shortly. I hope
this package will be sufllclent at this time for your records.
If you have any questions. please do not hesitate to call. Thank you.
MCL-t O/03/oo-6439-Memo-Walker-(IO-03)
CUSTODIAL UNDERTAKING IN CONNECTION
WITH MASTER REPURCHASE AGREEMENT
*********************
BY AND AMONG
City of Miami Beach, Florida
(Buyer)
AND
BA YERlSCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH
(Seller)
AND
THE BANK OF NEW YORK
(Custodian)
(PSA)
bhvcure.doc
(6/00)
THIS CUSTODIAL UNDERTAKING is made and entered into as of the date set forth below by and among Buyer, Seller, and
Custodian.
RECITALS
WHEREAS, Buyer and Seller have entered into a PSA Master Repurchase Agreement dated as of September 12, 2000 (as it may
be amended by the parties thereto, the "Master Repurchase Agreement"), and may from time to time enter into Transactions with
respect to Eligible Securities (as hereinafter defmed); and
WHEREAS, Custodian has agreed to act as agent for Buyer and Seller in order to effect Transactions on their behalf, all as more
particularly set forth herein;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. DEFINITIONS
Whenever used in this Custodial Undertaking, the following words shall have the meanings set forth below. Capitalized terms
used but not defmed herein shall have the meanings given them in the Master Repurchase Agreement.
A. "Authorized Person" shall mean any person, whether or not any such person is an officer or employee of Buyer or Seller, as
the case may be, duly authorized to give Oral Instructions and Written Instructions on behalf of Buyer or Seller, such persons and their
specimen signatures to be designated in Schedule II attached hereto; as such Schedule II may be amended from time to time.
B. "Book-Entry Securities" shall mean Book-entry Securities as defmed in 31 C.F.R. Part 357.2 and any other securities
registered in the form of an entry on the records of the Book-Entry System.
C. "Book-Entry System" shall mean the TreasurylReserve Automated Debt Entry System maintained at The Federal Reserve
Bank of New York ("FRBNY").
D. "Business Day" shall mean any day on which Custodian, Seller, the Book-Entry System and appropriate Clearing
Corporation(s) are open for business.
E. "Buyer's Account" shall mean the custodial account maintained by Custodian on behalf of Buyer for the deposit of Eligible
Securities with respect to Transactions and, for such purpose, Buyer's Account shall be deemed to be a "securities account" within the
meaning of the UCC. For purposes of this Custodial Undertaking, Buyer's Account shall include any account for the deposit of cash in
connection therewith.
F. "Clearing Corporation" shall mean The Depository Trust Company, Government Securities Clearing Corporation and any
other clearing corporation within the meaning of Section 8-102 of the UCC or otherwise authorized to act as a securities depository or
clearing agency.
G_ "Clearing Corporation Securities" shall mean securities which are registered in the name of Custodian or its nominee in the
form of an entry ou the records of a Clearing Corporation.
H. "Eligible Securities" shall mean those types of Securities which Buyer, Seller and Custodian have agreed shall be eligible for
Transactions by inclusion on a Schedule of Eligible Securities substantially in the form of Schedule I hereto, as such Schedule of
Eligible Securities may be amended from time to time, and cash.
I. "Margin Percentage" shall mean the percentage indicated on Schedule I with respect to specific types of Eligible Securities,
as Schedule I may be amended from time to time.
J. "Margin Value" shall mean the amount obtained by dividing the Market Value of Securities by the applicable Margin
Percentage.
K. "Market Value of Securities" shall mean with respect to any Security as of any date, the sum of (i) the market value of such
Security based on the most recently available closing bid price (usually from the previous Business Day) for the particular Security as
made available to Custodian by pricing infonnation services which Custodian uses generally for pricing such Securities, and (ii)
accrued but unpaid Income, if any, on the particular Security (to the extent not included therein). In the case of cash and certificates of
deposit, the face amount shall be deemed the Market Value. In the event that Custodian is unable to obtain the price of a particular
Security from such pricing infonnation services on any Business Day, the Market Value shall be as determined by Custodian in the
-......
~}
FI1W.
.~
CITY OF GULF BREEZE, noRlDA
CITY OF M/M1/ BEACH, n
(GENERAL ODUGATION BONDS - SERIES 1985 B + lJ
DEBT SIRVlC! SCIlIDUU
0._ - 0...... "'- T~"I NCAl. TOr...
"01/;1000 - - . .
12/01/200D - - 657.51'.11 "'.s.t.ll Q7 ,5U.1'
"01/2001 - - m,770.'S '_."O.u -
12/01/2001 IOS,ooo.DD ~.,,~ TtS.7'70.13 1,'704,"O.a 1,5040541.28
"01/2002 719,lI1A' 71',111". -
12/01/ZOO1 ''',000.00 ....... 779,111'" 1,71.,1'1'" 2"0!"".70
6/01/ZOOS . - 751,174.51 '''-''4.)1 .
11/01/1003 ~90.ooo.DC1 4.1005 7S1i"'."" 1,'4"'74. 2,50S"".7'
"01/2004 - 733.214.sa ,.,3.z14.34 .
12/01/2004 lp.tO,ooo.oo d"'" 'UII,2H.5I 1,773,214.3& 2,~"U.71
I/D1/~5 - '07,994 .31 "07,MH,S' 0
tZ/D1!ZOOS l,otopoo.oo '.9OCIlI T01.S!4.38 1,117"...5. 2,5OS.8l'.7'
6/01/2006 - . 681.28'"" 1I1"zu." .
12/01/2006 I,J.5,ooo.00 "'.e5m. 6I1.:a,.3I l,111"Z11.s1 2;,50','78.71
6/01/1007 . 65a,,50A3 852,110." -
12/011%007 1,200,000.00 ."""" 651.'50.13 l,1'2,no.u 2.,505,101.26
"O1/200~; - '22,':;0,63 822"50.413 -
12/011200$ 1,260,000.00 ..0_ '22.'fO.&S l,IU"SO.Q 2,505,101.26
C/01/Z009 - . 59t,U','" "1,135.8:1 .
12/01/2009 1,3%5,000.00 '.100'1. "t,U,.63 1,'11,135.1<3 2,SCI7.2",26
"01/)010 . 55T,348.13 557"....13 0
12/01/201C 1,580,000.00 I.tso.. 5!11,)4a.1' 1,&47"".15 2.1..,&96.2.
1101/1011 . - 5Z1,555.~ 521,555.15 .
12/01lZ0]1 1,"COpoCl.DO 5.ZOO1i 5%1,555.63 1".1.5~~"'5 Z..~!,t1].Z15
&101/2012 - -ta3,5,a.G3 ...S,sa,.6) -
12/01l201Z 1,"0,000.00 5.300.. 485,!95.'5 2,023,"5.61 Z.507.191.zc
6/01/2013 442,715.;21 .'2,115.51 -
IZ/DI/ZOU 1,620.000-"0 S."""" 44%,713.63 Z,D51."',O Z,50S,57]~1
1/01lZ01. - S"p"s.a '''',0.0.'3 .
tZ/C11/ZOH l,700p00.OO ........ '"PolS'" J,0t8,D4'." 2.4H.otl.J1
&/0112015 . - b5Z,I95.&S 3SZ,2llUS -
1%/01/201S 1,785,000.00 '",Soti 351,.%95.155 %..147,1'S.o 1.'..5'1.2'
6/01/Z01& - - *.484.36 502,414.>> -
12/0]/2016 1,&9!1poo.oo ....... 501.414.31 2,137,414.31 2,..",961,71
6/011%017 . . 2.',117.50 3048,117.50 0
12/011:017 Z,OOO,OOO.OO ....... 2.',18'.50 Z,2"',117.50 2".'!'!.oo
"01/2018 - 19%,617.50 1$1,617.50 0
12/0112018 2.110,000.00 5.700t6 152,687.50 "''',&17.00 2,.''''7~.OO
6/0112019 - - 132.,552..50 132,55Z.IO .
12/01/2011 20230.000.00 5.750% 13%.,55%.50 2,"2,5'2.5Cl 2,4!t5,l05.00
S/Ol/20Z0 - 61,'.0.00 "'.440.00 -
1%/01/202(1 %.J60poo.OO 5.ISClO'6 GI,<440.oo 2,.21,4..0,00 2."'",aao.oo
7_1 "',000,000.00 - ZO,71Z,48!.S4 SCI,711.""". -
YIELD Sf A TISTICS
IIoncl Y.u DolI.n._...._.__.__.____._........~w___._..
I'l.vcraae 1Jf&._~~......___.__....___.._..............
Aven" GlNp:an._._.....____.__......_..........._"._
13"',071'>>
12.569 Yean
5,49U1Z4"
Not It\Rrul Catl INIO...._......._...".............,.............
T,... lnlc"1Il ec..t (f"1Cl___..___....._....._...___.__
Ictftd Y;,.1d fer Arbiuqe PvI"fOlU-........-.._.."...
A1llllChtli~ C.lIAICl...._...."._."_".~......._,,.
S.~:sn,
5.,JU1Z5"
'.&oCl11a~
5,6B3ot02S"
,
I.~"""
II.S FORM sass
~llftrefCS1 Cofc......._.............._._......_...__._......... 5.4~1S12."
Weishred. ""',nll Maw...ril)'..._.._...._.._..........o..-._ 12.511 Yun
WlLl.JNtot' to HOUGH~Co.. a;
I'IJIJ/ic~
File ./llliMnjbdJ,p'..CUW/lZE..(;Os.:1QM G-a-oo~s_rrwy
~ZU2tJ(J(J2'.I'''''
"ft!
~)
-......
FINAL
j
CITY OF GULF BREEZE, FLORIDA
CJTY OF MIAMI BF.ACH, lZ
(GENERAL OBLIGA TlON BONDS.. SERlES 1985 B + EJ
SUMMARY or UNDERWRITER'S DISCOUNT
Mahlril)' ConctWcn + Takodown " Total Iuuu1ce Value TolaI TaIcodowIl
1210\12001 - 0.1255 0.125" 905,000.00 1,151.25
12/01/2002 - 0.25~ 0.25,", 945,000.00 2,362.50
12101/2003 - 0.375% 0.375% 990,000.00 3,712.30
12/01/200' - 0.575" 0.375% 1,040,000.00 5,900.00
12/01/2005 - 0.375" 0.575% 1,090,000.00 4,087.50
IUOI/2006 - 0.575" 0.375" 1,1'5,000.00 ',295.75
12/01/2007 - 0.375" 0.575'li 1,200,000.00 4,500.00
1210\12008 - 0.375% 0.375" 1,260,000.00 ',725.00
12/01/2009 - 0.375" 0.375% 1,325,000.00 4,961.75
12/01/20tO . 0.575" 0.375" 1,390,000.00 5,212.50
12101/2011 . 0.375" 0~75" 1,460,000.00 5.475.00
1210112012 - 0.375" 0.575" 1,540,000.00 5,775.00
12101/2013 . 0.375% 0.375% 1,620,000.00 6,075.00
12/01/201' - 0.375% 0.375" 1,700,000.00 6,375.00
I2I01/20t5 . 0.375" 0.375" 1,795,000.00 6,751.25
12/01/2016 - 0.500'.16 0.500% 1,895,000.00 ','75.00
12/01/2017 - 0.500l6 0.500% 2,000,000.00 10.000.00
lZ/Ot/20t8 . 0.500% 0.500Wl 2,110,000.00 10,550.00
12/0112019 - 0.500l6 0.500% 2,230,000.00 11,150.00
12101/2020 . 0.500" 0.500% 2.,3&0,000.00 11,800.00
Total - . . 50,000,000.00 122,500.00
UNPERWRIllNG & ISSUANCE IXI'ENSES
Total MlN$e"",nl ree. (0.] 12"'........_..................................................................................................
Total A...ralle T.~ (0..08"'..__........._........._................._.............._..........................................
Total Underwrilers ExpeNeS (0.080!61......................._...................................__..................................
533,606.00
5122,300.00
52',155.00
TOTAL UNDEIlWJUnNG SPRU.D (0.600%'...........................................................__................._..........
$180,041.00
W/J.J.lA.MG .""
!,..oJ.
'J.-CC
rile " MiamibcJr.sf-CUlJ11J:ZE..GO 190M 6-16.00 FlNAL-J.rsue SWfUIIAlY
6/26/2000 2:9!1 PM
Pase 4
.'
'-
)
',",
FINAl.
}
, em OF GULF BREEZE, FLORIDA
C/TYOF MIAMI JJEACH, FZ
(GENERAl OBL/GA T/ON BONDS.. SERIES 1985 B -I- E)
DITAIL Of UNDERWRITER'S DISCOUNT
D.ted 07103/2000 Deu.m.l 07/03/2000
UNDERWI\JTER'S DCPlJ'lSES DrrAIL
Underwrite,., CounJcI (0.036") .....,..........""......................................................" SIO,728.00
Oay Loon Int...... (0.003"l.".""....................,..........................._.......................... 5834,00
DTC,PSA (0.00',.).................................................""............"..."............................ 1I ,&00.00
CUIIP 10.001 "l..................._...............,......................."~.,,............-................"... S198.00
a..Z'lJIC' (0.012")."....."..........._.._.."...........,......................_.................._ 53.'00,00
Commv.JUcatiON 1M bpe.nk'5 (0.008"'............................._....___....._......... 32,475.00
Travel (0.015")...........................,........._.............................._..........._.."............ 54,500.00
TOTAL......................._..........._...._..................._....._.._...._..................".."". $24,135.00
.. iN'" G. HOUGH,& CO. - CG
rubJic FiMnce
UBtzE-GO IJOM 6-26-00 FINAL-11I1l< SUnuMJ;Y
6/26/2tJOO 2:.JS PM
Pa3e 5
.~-)
-}
"C..J'
..............
FiNAl
em OF GULF BREEZE, FLORIDA
CI1Y OF MIAMI BEACH. FL
(GENEf(AL OBUGA TlON BONDS - SERiES 1985 B + E)
DETAIL COSTS OF ISSUANCE
Dlled 07/0312000 DcUvcnd 07/0512000
COSTS or ISSUANCE OI:rAlL
Bond CowucI___..._....,.....................__................."........__.___.................._.. 125,000,00
COnlin&ency...._...............................__....__......................_........_....................__ 55,000,00
TOTAL........,..........................._._.........................m...m.........................................., 550,000.00
WlLLIAM R. HOUCH" CO. . CG
Public 1'inMr<<
LFBRZE-GO SIOM 6-16.()(f F1NAL-bmt Sumnuuy
6/16/2000 2:19 PM
1'01"6
. .
-)
-'
FINAL
em or GULF BREEZE, FLORIDA
CJ1Y OF MIAMI BEAClf, II
(GENERAL OBUGA170N BONDS - SERIES 1 !l8SB)
TABLE OF CONTI:NTS
IIIPORT FACE
PROjICT SUMMARY._...,..,..............._._.............................___............................_.__ I
PRlClNC SUMMARy..........__...._..__...,..............._.._..._.._...................._.._. Z
DEIlT SERVICE SCHEDW,_.._.......____..._...._....................._....._......._.................. 3
SUMMARY or UNDEltwmtR'S DISCQUNT ..............._....................._..............._...... 4
DrTAIL OF UNOEltWilTER'S DlScoum...............................__................................_ 5
DrTAIL COSTS Qr ISSUANCE.._................................._............_._..................._..__ 6
,,'of R. HOUGH it co. .. CG
UBRZE-GOSJOM 6-Z6-<JOFTNAL-SERIES 19858
6/26/2000 Z:S!I PM
J(..FinllJ1t.;r:
<.,."
)
..;;
CITY OF GULF BREEZE, nORIDA
ern- OF MlAMl BEACH, FZ
(GENERAL OBJJGA TION BONDS - SERiES 19859)
PROJECI' SUMMARY
Dated 07/03/2000
SOURCES Of FUNDS
Plr Am,,,,,,. cl Bondl....................................._._,........._.__....._._....
f'lan.ned Culf Breeze Equity COntn"bution....................._.......___................
FINAL
DeIMrocI 07/03/2000
515,910.000.00
285,743.34
TOTI.!. SOUlCES___...........................................___.m._..___.___.... 516,195,745.54
USES OHUNDS
Tota11JJu1crwrilCr',DiJeount (0.5.6%)................._......................._
Com cl tau...._...__....._..............................__.........__....._.......
G"", BcndlnJurance Promium (70.0 .p)........:...................___........_.
Dcpotic 1O Projecl Construction rund.....___.__._.__...................................
86"'0,73
15,910.00
t57,680.55
15,933,31%.06
l
,
TOTAl. USE5_.........._._......,...,........................._._..............._........_...... $18,195,7'5.34
now or FUNDS DITAlL
S.... and U:>cal GoY<I1UI\eIll Sen.. (SlGSl ",tea for...._.............,..............
PROJECT CONSTRUcnON fUND SOLIlI10N MITHOD___...._..___.
Total Ceo. of In............._..__......__................................._..._
TOTAl. DRAWS...................._.....___._........._....._......._.......__.....
BOND sr...nsrlcs
Avcra"eLifc...................................___............._........_...................................
AY'C~c COUpon........................."............................_..........._...._................
Net Interest COlt (NlO .... .......................................................................... .......
Bond Yield lor ArbitraS' PurpoxJ..........................................__..................
True Jntc~st Cost mo............_...........................;......................._...............
All Inclwiyt Colt (AlC)....................................................................................
N..J'IIncIod
SI5,953,312.06
S/5,933,31%.06
8.089 V.....
5.t408"'5"
5.20832.....
5.6001182%
5.2142918%
5.3892183!\('
WIU/M1 II. HOUGIf" CO. - CG
^,bJic FUrlUlcc
ZE-GO 130M G-Z6_I1/IIAJ.-SEIIIES 1!185 6
6/Z6/ZOOO 2:'9 PM
""&< I
-)
.',:~
11&;1""'''''
FINAl.
CITY OF GULF BREEZE, FLORIDA
CITY OF MIAMI BEACH, FL
(GENERAL OBLlGA170N BONDS - SERIES 1985B)
PIUONG SUMMARY
Molllril)' 'I'ype of Bond Coupon Yiold Maturil)' Va!oc 1ricc DoIIu Prico
t2l01/2oo1 Serial Coupon ..SS~ 4.'47" 90',000.00 100.000'16 90',000.00
12/01/2OOZ Seria1 Coupon 4.700ll. 4.698" 9",000.00 loo.OOOl6 94',000.00
12/0112003 Serial Coupon ..80~ ..799% 990,000.00 100.000'16 990,000.00
121011200. Serial Coupon '.85~ 4.849% t ,040,000.00 100.000'16 1 P40,ooo.00
12/01/2005 Serial Coupon ..900'11 ..899'11 t,090,ooo.00 100.000'16 1,090,000.00
t2/01/2006 Serial Coupon '.950" '.9'911 1,145,000.00 100.000'16 1,145,000.00
12101/2007 smal Coupon 5.000!6 4.999'11 l,ZOO,OOO.OO t 00.000'16 1,200,000.00
12101/2008 Serial Coupon '.O'~ '.0'9% 1,260,000.00 100.()OmO 1,260,000.00
12/01/2009 Serial Coupon '.10~ M99% 1,325,000.00 100.oOOl6 1,'2'.000.00
12/01/2010 ScriaI Coupon '.15016 '.t49% 1,390,000.00 100.000'16 1,:190.000.00
12/0112011 Serilll Coupon UOOl6 '.199'11 1,460.000.00 100.000'16 1,460,000.00 .
12/01/2012 Serilll Coupon 5.30~ 5.Z99% 1,540,000.00 100.000'16 1,540,000.00
12/01/2013 Serial Coupon '.400'16 5.399% 1,620,000.00 1 00.000'16 1,620,000,00
ToW - - , . lS,910,OOO.oo . 1',910,000.00
,
BID INFORMATION
Par Amount ofBondl.nmn........._m..__......._...m............,... 51',910,000.00
C"'" Produc.ion.................._._........_....m...................__ $1 ',910.000,00
ToW UndeTWr'iler', Oiecounl (O.S46%)..........................___
Bid (99.45.%I..........._..._.__n......._.__........................
5(86,840.73)
15,823,159.27
Totall'llrcl....I'rice........._...__........_.._..........._.._ 51',823,159.27
Ilond Y.... 0011m................................................................_
A vcrqe Life............._..... ......_... .................................................
Avera&< COUpon.__.._..._........._..............................................
512&,690.78
8.0&9 Ycu,
'.140844'"
Ne1 t.nlere" Cost (NJC)...................._.ri.....................................
~c Inlcrc:ll Cost mC)..__._.__._......___........................_.
'.Z0832..16
5.214291816
WIUJAM R. HOUCH'" CO. - CG
Public Finurce
File ~ MiIUJU7xh.sf-GUl.lBllZE-GO 130M G-ZG-OO F1NAJ..SERJES 19858
(!/Z(!/ZOOO Z:$9 PM
PJsc 2
......., ~'W,...y ,lU.V~.~"" y. ... aA. I ~,uouuuv.
................~ ...... I..lV'-',""U_ ...V.
..,...~..
,-)
FiNAl
CITY OF GULF BREEZE, FLORIDA
CITY OF MlIIM/ BEAC~ lZ
(CENE:/lAL OBLlCA nON BONDS.. SERIES 1985B)
DEBT SERVICE SCHEDULE
n... Principol Coapon lnle1Ul Total P+I n5CAl. TOTAl.
1/03/2000 . - - - -
12/01/2000 - - 32 S.485.00 32',485.00 S2',485.oo
6/01/2001 . - 400,725.00 400,725.00 .
12/01/2001 905,000.00 4.550% 400,7~5.00 1,505,725.00 1,706,450.00
f'i/Cl12002 - . 380,136.25 380,136.25 .
t2/01/2OO2 945,000.00 4.;0",," 330,136.25 1,525,136.25 1,705,272.50
6/01/2003 - - 357,928.75 357,928.75 -
12/0112003 "0,000.00 '.800'llo 357,92&.75 1,347,921.7e t,705,857.5O
6/01/200' - 334,161.75 334,16&.75 -
12/01/2004 t ,040,000.00 4.850" 334,t68.75 1,374,168.75 1,708,SS7.50
6/01/2005 - .. 308,948.75 508,948,75 .
12/01/2005 1,0901000.00 4.9oo'llo 308,948.75 1,398,848.75 1,707,897.50
6/0112006 . . 282,243.75 2&2,243.75 -
12/0112006 1,145,000.00 4.950'l6 282,243.75 1,427,243.75 1,709,467.50
6/01/2007 - - 253,905.00 255,905.00 -
12/01/2007 1.200,000.00 5.000!l6 253,905.00 1,453,905.00 1,707,8\0.00
6/01/2008 . . 223,905,00 223,905.00 .
12101/2008 l,260.000.00 M50% 225,'05.00 1,483,'05.00 1,707,810.00
"01lZ009 . - 192,090.00 1 '2)0'0.00 -
lZ/01/2009 1,325,000.00 5.tOQ!16 19Z,o,O.00 1,517,0'0.00 1,70',180.00
6/0l/Z0tO - - I 38,50Z.50 158,502.50 -
12/01/20tO 1,3&0,000.00 5.t50'l6 158,502.50 1,548,302.50 1,706,605.00
6/01/2011 . - 122,510.00 IZZ,510.00 -
t2l01/201t 1,460,000.00 5.20016 122,5tO.00 1,58Z,510.00 1,705,oZO.00
6/01/20tZ - - 84,550.00 84,550.00 -
IZ/01l2012 1,540,000.00 5.300" 84,"0.00 1,6Z4,550.00 1,709,100.00
6101120t3 - - 45,740.00 45,140.00 .
t2/01120t3 1,620,000.00 5.400'llo 43,740.00 1,663,740.00 1,707,480.00
Total , 5,910,000.00 - 6,615,792.50 Z2,525,792.50 -
YIELD STATISTICS
Bond Vur OOllan..........................................................................................................................................
AVl:.rageliCc.....................................................................................................................................................
Ave~COupon..............................................................................................................................................
S128,690.78
8.069 Vea..
5.1408445'110
~et Interest COIl (NIC)..........................................._...................................................._.._..._................._...
True lntcrtst Colt me}...................................................................................._......_.........._......_.........._..
Bond Yield ior Arbltrl.Sc 1'u.rJx:t1el......-.............................-............................................._..........................
IJllnclu.si"" eo" (AlCl.................................................................................................................................
5.20&3Z44"
3.ZI42,18...
3.600tl&2"
5.3&92183'110
IRS FOJ:M 80S8
Net Interest COst.....................................H.........................................................__......_._......_...............-:_
WciShlCd A'VCngc h1.1.nirity..............___......___.._..._.......____.....__..m......._______........___._....._
5.1408443"
8.0&' v....
W/UJAM R. HOUGH" CO. .. CC
/'lIbJic FiMnco:
FU. ~ Mjomibch..f-CUU1IRZE-GO 130M 1:-21:-00 FlNA/.-SERlES 1965'
6/26/2000 2", PM
"&eS
-)
FINAl
cm OF GULF BREEZE, nORJDA
CrrY OF MIAMI BEACH, n.
(GENERAL OBLIGATION BONDS - SERIES 19859)
SUMMARY or UNDERWRlTIR'S DISCOUNT
Molllrity Concession ... Ta.kedoW7l. . ToIal 1SS\l&ftCt Value TOlO\ T&~
1210112001 . 0.125% 0.t25li ~5,oo0.00 1,131.25
12101/2002 - 0.250'l6 0.250% !l45,oo0.00 Z-'62.50
12101/2003 - 0.375% 0.3 75% 990,000.00 3,712.50
12/0\12004 . 0.375% 0.375% 1,040,000.00 3,~O,OO
12/01/2005 . 0.375% 0.375% t,oSO,ooo.oo 4,087.50
12101/2006 . 0.375% 0.575'1\ 1,145,000.00 4,295.75
12/0\12007 - 0.375'16 0.375'" 1,200,000.00 4,500.00
t2l01/2oo6 - 0.375% 0.375'" 1,160,000.00 .,125.00
12.J01l200' . 0.375% 0.375'1\ 1,325,000.00 4"68.15
12/01/2010 . 0.575li 0.375% 1,590,000,00 5,zIZ-SO
t2l0112011 - 0.375% 0.375% 1,460,000.00 5,415.00 .
1210112012 - 0.375" 0.375'16 t ,540,000.00 5,715.00
1210112015 . 0.375" 0.375% 1,620,000.00 6,015,00
ToIal . - . 15,910,000.00 56,216.15
.~
UNPIJtWRli1NC /I< ISSUANct txl'ENSES
Total ~nalement Feel (0.11 Z9fll..............................................._......................._....................................
TmeJ """"'SO T._wn (0.355%1___.__...__..______.........._........___........:..._._____
TOl&I Ul\d<TWli..n Ex""..... (0.060%)........___......................................................._............_.._.......
Sl7,622.36
S56,21&.15
SI2,199.60
TOTAl. UNPUWlmNC SPRIAD (0.546,.)._.___.___.._...._..............____.......__..,..........._....
$86,840.75
WILlIAM R. HOUGH ~ CO. - CC
/'lJblic Fin.incc
Fik . MUmlbcll.S'-CUl.F1lIlZC-CO S$OM 6-Z6.00 f1NAL.$ERJBS 1986 8
6/Z6/ZOOO 2:$11 PM
J'a&t 4
d6/26/00' MON l~:UJ tAA 1.IOD~uuv~
J
FlIU.l
CITY OF GULf BREEZE, FLORIDA
CITYOF MIAMI BEACH. FL
(GENERAL OBUGATION BONDS.. SERIES 19858)
DETAIL or UNDERwRmR'S DISCOUNT
Daled 07103/2000 DclN=d 07/03/2000
UNDERWRITER'S EXPENSES DET ~n.
lJ_rwri1ct'. eou"",! (0.036'16)......_...........................................__.........._..... 15,68'.'2
Day I<>all In""", (0.00316).........._....._.._......_..................___......__..__..... 5442.30
D'TC,I'SA (O.~!6)................................._.........,............................,..,........... ",""GO
CtlS\1' (0,001%)............_._............................................_........_.,................. 510&.01
Ooaranc. (0.012..1..___................,...................,......,......__..__.......,..... SI,90s.z0
Communitatlons ahd Ix""....' (0.008..)..........................._....._........,..... 51,312.5&
Tra"Ol (0.015161............................................._....................._........................ S2,3&6.!!O
TOTAl.......................__.............__......_..._.......____.....__....__ 512,7".60
~
WlUJAM R. HOClCH &0 CO. - cc
I'Iiblit: Fitwlce
UDGZE-GO SSOM G-ZG-oD nNAL-sEG/ES InS 8
6/2G/2000 2:S' PM
'.,.,,"
~5
. .
-)
: "..~;.f'
---..
flJW.
CITY OF GULF BREEZE, nORlDA
C/1Y OF MIAMI BEACH, FL
(GENERAL OBUGATlON BONDS.. SERIES 1985B)
DETAIL COSTS OF ISSUANCE
OIled 07/03/2000 DeIi-.d 07/03/ZOOO
COSTS or ISSUI.NCE DrTAlL
IlentI CCu....I.........................................................._.............._........_......_.._ $13,258."
Continpncy.............................................................................._....___.......... $2.'51.'7
TOTAL..............,....................,............................................._..........._.................... $1 S,910.OO
W/UJAM R. HOUGH. CO. .. CG
Pub1i, FitU.nCC
UBRZE-GO 130M 6-26.00 nNAL-SDIIES 1!185 B
6/Z6/Z1X1D 2:5' I'M
'}
""3<'
~)
FIN.ll
}
CITY OF GULF BREEZE, noRIDA
Cl1Y OF MlAMI BEACH, FL
(GENERAL OBLIGATION BONDS - SE.RJES 1985E)
TABU: or CONTENTS
UPORT PAGE
PRO,JECr SUMMAly.___.___...__.._..._......................................__......_...._.......___ 1
PllCNG SUMMAI.y...........,_...,........_.............................._....____..........."_"_..m." 2
DEBT SII1vtct SCHEDULL._.............___.............,......................__............._...._...... S
SUMMARY OF UNOD.\\IRl'1't1l'S DISCOUNT_..._....._......__....___......____......._ .
DtT/JL OF UNOnW)]TttS OISCOUNT__........_........_..._..........._........._._........._ S
DtT.I,lL COSTS OF JSSlJANCE._________.....___..._.........._._..........._......... C
WIU!AM R. HOUGH. CO. - CC;
^,bUc Finl/natJ
LFBRZE.C;O I$OM 6-26-00 17NN.-SElUES ] ns E
6/26/2000 2:S91'M
-~~
.
}
CITY OF GULF BREEZE, FLORIDA
OTY OF MIAMI BEA~ /1,
(CENERAL OBL/GA110N BONDS.. SERIES 1985E)
PROJECT SUMMARY
FINAL
Datoe! 07l03/Z000 DeUvaod0110a/ZOOO
SOURCES OF JUNDS
I'ar MlOOnl or Bono............._.._..__.__........._......"..............._.... $14.0'0.000.00
Planned Gulf 8><e.. Equity C=tnbution..................................................... 251,2&4.95
TOT"L SOUlCES.._..._.......__._........_..........,............_....__....._.. S14,!l41,2&4.9S
USES OF FUNDS
Total \lncluwntcf' DUcoIln. (0.661"1......................................,..........
ec.u of "'............................._.............................._.......................
Gross Bond In..,,nce f'r<mlum ( 10.0 bpi.................................,................
Deposit'" Project Conmucticm Fund....__..........................._..._.......
93,200.21
14,0'0.00
U1,sos.14
14,0",681.94
"
TOTI\L USIS......................._...._..__....____.._......._........._....... 11'''41,2&4.'5
n.ow OF FUNDS DtrAlL
State and UlcIJ Government Series ISLCSl "tel for...........__...............
P1tOjICT CONSTll.UCTlON FUND SOLUTION MrnlOO..................,.....
TetaI Ccot of .......mcnu....__...___......_....._.............._....____.
TOT..... OMWS-_.____......._....._...............___._
BOND STAnsncs
""""'8< Uf.........._.........................................,................._........."'"''''''''
A_ Coupon..__........_....................................................._.............
NctlnlereSl Ccot CNICl........................................................._.......................
Bond Yield (or Azbitnlge l'urpooeo,................................................_.............
1'ru.e Int~ Cost mo.............................................-..__......._....................
Alllnclusi\"C' Cost (AlC)....................................................................................
NctFunded
SI4,o36,&51.94
114,036,6111.94
17.629 Vea..
5.6152150%
5.1121911'11\
5.6001152'11\
5.1316420"
5.5104653"
WIUlAM R. HOUGH'" CO. - CG
J1aJbJjc FinMlce
Zl.GO S30M 6-211-00 I1NAL-SE1IIES Ins E
6/26/2000 ~, I'M
Pap 1
U~/~O/UU ..u~ ~o:u~ tAA ,~'O~~oou~
~!LL1Aa K. nUUbna ~U.
'I!Il........
:)
CITY OF GULf BREEZE, FLORIDA
CITY OF MIAMI BEACH, FL
(GENERAL OBL/CAnON BONDS.. SERIES 1985E)
PRICING SUMMA.RY
Maturity Type oIiontl Coupon Yield M>.lUrity Value I'rioe Dollar Price
t2/01/2D14 Serial C=pon 5.500% 5.49996 1,700,000.00 100.00091 1,700.000.00
\2/0112015 Strial Coupon 5.55091 5.54916 t,795,Ooo.00 lOO.000w. 1,795,000.00
IZlOll2016 Serial C=pon 5,GZ5'11 5.624" 1,855.000.00 100.000lI 1,855,000.00
12/0112017 SaW Coupon 5.650l1. 5.64996 2.)000,000.00 loo.ooOll. 2,000,000.00
\2/0112018 Serial COU1X'fl 5.700ll. 5.6999& 2,1\0,000.00 100.000!! 2,11 0.000.00
IZlOIIZOl5 SeriaJ Cou._ 5.7SO!! 5.749" 2,250,000.00 100.000" 2,230,000.00
IZlOl/2020 SeriaJ Coupon 5.800lI. 5.79991 2,360,000.00 100.00091 2,360,000.00
Total - .. - - 14,090,000.00 . 14,090,000.00
FIlIAl.
BID INFOltMAnON
Par MIOIlftl 01 JloncIs.....................__..,__..._................_.._. 114,og0,o00.00
G..,., Pro1uerion........................._........._..._......_............._. 514,090,000.00
'~
...
10101 Underwriter', DiIcoUl\1 (0.661..'..............................
Bid 195.33916l...................._...............................................,...
3~3,z00.271
13,"6,199.73
Tow Plu<:haIe Price....................._.......................................... 313,996,799.73
lion<! l'cor Donar........................_.._..........................._......
Avcn$c Uft....__._........................_....._......_...._._....._.........
^_ COUpon......._....................................._................_....
$248,387.56
17 .629 Yean
S.675275mL
N.tlore.... Coot lNJC)........._.....................
True In"""" CDIt mCl..._._..................
5,TIZT5flll
5.73t6UmL
1N7LUAM /l. HOUGH.l CO. - CC
I'ublit:JlIWIC4
Fik ~ Miunibch.sI-GIllJBJIZE-CO /SaM 6-26-00 FlNAL-SERJES 1 S651
6/26/2000 Z:j, PM
, .
"'.I:J
h&e2
--)
fll\lll
CITY OF GULF BRIm, noRlDA
Cl1'Y OF MIAMI BEACH, FL
(GENERAL OBUGAT10N BONDS - SE/lJES 1~85EJ
DtBT snvla SCHtDULE
0.. rri,.ciJll'& c...... mtftW:ll ,... P+I FISCAL 'I'OTAL
)/03/1000 . - - - .
11101/2000 . - S1&,1.4.l1 SZl.l04.11 >>1,10..1.
6/01/2001 - SISl.D4S.1:S ,_u, .
11101/toOl - 391.0-5.13 stfJ)ts.a TII.QfI."
CI01/ZOO! - . ,"pd.CS ,,,...,... -
12/01lZ00i . - ,"I"'U' 1!I!l.D4IAI 'BlP'lM
,tOtlZOClS . '"P4I.U 'n.04l.&3 -
\.1/0112003 . '".cM5.6S '"Pot,." 79I,DI1.21
"OI/Z00... . '",D4:;.63 31S,04UiJ -
12/011%00.. . - '".Dd." '!I!l,045.6' ,apel.%6
"01/J005 - - '",(M'~S '1111,045.63 -
12/0\ 1200. - - S$3,o..,.CS S".DotS.53 '.,031.2'
1/0\ /2006 . 'n.<M'.~ 3M""""" .
12/01/Z00s . - 5".0..5.0 DlP4s",a ,.."oel.zS
5101/2007 . SDflIP4&.6!' '",04S.13 .
1%/0'1/2007 - "',Q45.63 '",o45.a '..oel.!'
"Ol/ZQOI - "uMs.6S ,.....9.0, .
11101/2:001 . . "'.045,63 '"P45.Q ,,,,Dt\.U
C,Ol/ZOOlli - 3"004$.0 Jtlpt5.U -
12/01/Z0011 - - '",045.13 '".,GIS"" T90.os1.26
"01/2010 . - )tlpl5.CS mPCI.n -
12/0112010 - - '",D45.q 3ftP4S.a "",09..26
$'011201' . ,K,Q45-'S SII,DcS.C3 -
12:101/2011 - - 3",0&'.13 '",(l&S.cs 'Mll!ll.11
C,Ol/201l - - )18po1S.n '''.045.0 -
lVOl/ZOlZ . - 39Q,D4!"es ,",p.I.1;3 1t&,Qtl.2I
"Oll1Dl~ - - 3".0.5." '......1... .
1%10112013 - 'Hp...UI3 '81.0.'-" 7MM1,1t
"01/2014 - 'noD'5." '",0..5. -
12/01/201.. 1.'OO,aoo.oa '.5000< 311p.t,.a ,....pcS... ~...$I.Ml.z'
'/01/Z015 - "2,lDS.G3 '$2..211-'3 -
12/011:.015 1,'tSS,ooo.oo ...- "Z,2t5.G3 ,.,"',2.""" %."",151.J1
'/0\120\' XlZ,"'.." ,02M4'" -
12/011'2016 l.&'SpclO,(lCI S.'25'" 302....c", 2.191'.-.1.... 1."9:l__.'n
'/Dl/2017 - - 2<11.117.50 act.tl' JQ -
\%/01/Z0ti 1,000,000.00 '.6_ 249.111.50 1~49.11'.50 %''''',n5.oo
"01120\' . . "2,617.eel 191..611'.50 -
12/D1I2D1I 1.110,000.00 ~."I'00'JlI 19%.&8'",D 2,30""7.50 %.",S.3'S.Dtt
I/Dl/2.D19 . 132:.552.,0 tsZ,5Sa.50 .
lZ/DI/2.0U! 2.230,000.00 $.'smlo 1:5lr:,552..5O 2,362.,!!:.50 2..95.105.00
6/01/2020 . . 6llo,~.O.OO ea."40.DO -
12./01/2.02.0 t,.,60.ooo.oo 5.~~ 68,0440.00 1,4%.1,440.00 2IdC,lAO.ClO
T...' 11.090,000.00 1".D9',C"l'C;.H 18.116,"04 -
YI1LD STATISTICS
klrld V.... Dollan-.-_____....__
...\ItrwUr~_....~...._................._....__.
"~nac COUIlO"-_._~......._......~.........._.._
5241,517.$1
'7.C29Y..,.
:s-"SZ1'D!I.
PMllnccrcrl CoP CNtO_._..._._._........".........__.
lnoc ,,,__CaltC1'K:l_._....__.___...
Bond YO_lei rOC' .'*tnat !\l.tpoItI__....__._
All ~llollivc.Coft tl\tO_..__...__....._.._._...
5.'12"1'9""
5.'Jl~
'-'001112,,"
508'0."'"
-,
IItl 101M 803a
~11ftlCrt.llCoit_____..__.._.__.
WciJhl8d ...... Ma.,.riv_......____..__
S"'527!mlt
,,-'2' Yun
~ R. lkX1GIf. roo . CG
_IIM_
me ~/ttfUItIibc:h.d-GtJlJUZt.COSjOM'.zc..co1lNAJ...$DUD IHSC
VBbDOfJ z:D I'M
-)
-----
FIlIAl.
em OF GULF BREEZE, FLORIDA
CITY OF MIAMI BEACH, JI
(GENERAL OBLIGATION BONDS - SERIES 1985E)
SUMMARY OF UNDtRWR.ITI:R'S DISCOUNl'
Maturity Ccnces.sion + TaJced...... = TOIO! \ssuanuValue TotaI_
t2/01/Z01< - 0.375~ 0.575" 1,700,000.00 6,575.00
lZ101l~OtS - 0.375" 0.375" 1,795,000.00 6,751.15
12/01l.0t6 . 0.50"" 0.500'110 1,6~5,oo0.00 ',475.00
IZlOI/~017 . O.SOO'1lo 0.500'1l0 %.000.000.00 10,000.00
12/01l~018 - 0.500" 0.500'1l0 ~,lI 0,000.00 to,550.00
tZlOll2019 - O.SOO'1lo 0.50"" .,230,000.00 11,150.00
t2/0t/ZOZO - 0.500'1l0 0.50011 2,5GO,ooo,00 11,800.00
Total . - - 14,0'0,000.00 ",oat..5
UNDERWF.lTINC II: ISSUANCE EXPENSES
Total Manasement Fcc. (0.1 1 2%)............._.__...................____........................._.._..._.._..................
Total Avc...S" Takcdown (0.469161.___._._........._..............._......................_..............._...............
Total Undcrwri\cn t.cpe.... (0.08Cl'1l.1...............................................,_......._....._..............._....
115,785.62
&&6,081.%5
$11 ,555.41
.t
TOTAl. UNonWRlT1NC SPlEAl> (0.661"1._............................................._......................._......._...
$93,z00~7
WlJ.J.JAM ~. HOUGIi" CO. - CG
Publie rmMJ"
File = Wamibch.sI.CULlBRZE-GO S~ 6-26-00 F1NAJ..SOI/ES 198$ E
6/26/ZOOO Z:.J9 PM
rase 4
')
FINAl.
CITY OF GULF BREEZE, noRIDA
CITY OF MIAMI BEACH, FL
(GENERAL OBUGATION BONDS.. SEKlES J98SE)
DETAIL OF UNDERWRITER'S DISCOUNT
Dated 0710312000 DelivmlCI 0710S12000
UNDD.WIU1U'S EXPENSES DtrAlL
Undorwriler'. Coun..l (0.036"1.....___...........................,._........_................__.. S5,058.58
OIy LOa" lntcrcJl (0.003").._.............................................._..._......_..__.............. $391.70
DTC,l'SA 10.006..1........___..,._.....___....................._..._..__........_'-.'-'-""" 5845.40
CUSIP (0.00 t "1._........_____....__.....__...__................____._.......,............... 592.99
CIdruu>e (0.012..).__.__.._.__..._...............__.___.___..._. SI,690.80
CommunicatioN a.d Expo.... 10.008161..._..................__..__._....._..._ SI,162,45
T...""I (0.015161...__.____________..__.............._....._._________.._ 52,113.50
TOYAL..................____.....__._..._..,_................___.__._..._._... SII,335.41
'i
.vILUAM R. HOUCH., CO. . CG
Pwb/i<Jln_
UBRZE-CO 130M ~-Z~.DO f1NAJ. SERIES Ins E
B/2~/ZOOO 2:"91'M
"".5
,ut IoUI UU IIlUl"'&'U. V'* CA4 , 10' OOuoou..
--
".............n... ...... ...................._ ...._.
)
FIlIAl.
CITY OF GULF BREEZE, FLORIDA
CITY OF MIAMI BEACH, JZ
(GENERAL OBUGA TlON BONDS. SEKJES J 985EJ
DETAIL COSTS OF ISSUANCl:
Doted 0710312000 DtIi_ 07103/2000
COSTS OF ISSU,\NCE DtTAlL
Bend COunooI........................................................................._........................._...., $11,741.'7
Contingtncy..............................................................................................._............ $Z,s411,SS
TOTAL..........................................................__........................................._...._........ SI 4 ,090.00
\lo7UiMf R. HOUCH" CO. - cc
/'lJbJic Fi_
LFBRZE-COS~OM 6-26-lXJ1TNAL-SERIES 111815&
6/26/2000 2:~9 PM
~
r8SC 6
.,--' ....-..... _....- .......... .._ .~.v.,.............
....--..- ..... ................- .......
-.......
'.:1
FINAL
. . ~
>
CITY OF GULF BRItZE, FLORIDA
CITY OF MIAM/ BEACH, FL
(GENERAL OBUGAr/ON SONDS - DSRlJ
TABLE OF CONTENTS
llEPORT rACE
l'ROJtCT SUMMAJly............................,....__.................___..._...__......_..___. I
1'I1JClNe SUMMAIlY _.............__......._.._.._...__.....__....,.,..__.....___..__........_ 2
DEBT SERVICE SCIlEDULL........_................._...,.._..........__......,......_..___..._.. 3
SUMM1.RV OF UNDtR~'S OISc:OImf..._.............................._...._.._.................... 4
orr/JI. OF UNl>tRWlInR'S OtSCOUNT ................................___......_.__................. 5
orr/JI. COSTS OF ISSUANCE....._.._..__.............................._____...__..............__ 6
WILJ.1AM R. HOUGH '" CO. - c:c
Public Fitutnc~
BIIZE.GO DS>> 6-26-00 FINAI.- SlNGI.ll'lJ1ll'OSE
6/ZS/2000 2:>> I'M
'J
J
.~~~I'
CITY OF GULF BREEZE, FLORIDA
CTIY OF MIAMI BEACH. FL
(GENERAL OBLlGAT/ON BONDS. DSRlJ
PROJECT SUMMARY
Oiled 07/0312000
SOURCES OF fUNDS
Par Amount of Ionds;...................................__..._........._..........._...................
Planned Gulf Breeze Equiry CCnlriburion._......_......_.....................................
't&lv....
FINAL
Dcti_ 01105/2000
16,325,000.00
" ,621.14
TOTAl. SOURCES..........,....._.....__......__.._.........................___..__ 56,356,621.84
USES or TUNDS
Toml Underwriter's Diacaunt (0.5OOt')._..........___._.__.____._.._......
Deposit to Cull Breeze DSRJ'...................................__...._................................
51,6%1.84
6,325,000.00
TOTAL USES....................._......................._.._................._..........__.._...... 16,356,621.84
)
now Or fUNDS DETAIl.
SII" and Locll Covunmcn, Sene. (sLes) ..... 101'........_...._._..__...__.
PROJECT CONSTllUcnON FUND SOwnON MtllIOD_..._.._.._.....
Total Cool c1ln...........L_...................._.._...._..____.,.....,......,...,
TOTAL DRA ws_............................................__.____.............,......_..._..
BOND STATIrnCS
Ayc:ra3C Lifc:...____....__..............................................___....................._.....
Averllle Cou.pon.......__................................__..._...........................................
Not Interut Cos. CNICl..........-.................._...................._.....__...__....___.
Bond Yield tor ArbitraJc PurpolCI...................................._........_...................
True interesl Cost mC).......-...---......................................-.----..........-...
A1llnclu.i.. COSlIAlCl............._....__............................._..__....._..._....
Net Funded
16,525,000.00
56,325,000.00
10.411 Vean
5.1500000"
5.1980201"
5.15Q5686"
5.2154322%
5.2134322..
WllUAM II. HOUCH., co. - CG
/'lJblic Finance
r..sc 1
-GO DSRF p-26-NJ FINAL.. SINClE I'UIII'OSl
6/Z6/2OOO 2:3' PM
"..-...- .,. --...,......- ~,",.
I(&IU~D
,-
~)
CITY OF GULF BREEZE, FLORIDA
CITY OF MlAMl BEACH. JZ
(GENERAL OBLIGATION BONDS - DSRJJ
PRICING SUMMARY
Ma,uriIY Type cf I10nd Coupcn Yidd Moturity Val... Price DolIu Price
tZ/Olf2010 Term 1 Coupcn 5.15016 5.149'96 6,:5Z5,000.00 100.000% 6,:5Z5,ooo.00
T ota1 - - . . 6J325,000.00 - 6,:5Z5,o00.00
FIIW.
BID INFOIlMATlON
Par ~nl or llonds.._...__._........_.___._.n__._______........... S6,325,OOO,OO
Cross Produetion................................................................................ S6,325,ooo.00
TIllaI UndorwrilCr. Db<:oUl\' 10.50(16)..........__..........__...... SI51,621.&4)
Bid (95.500"'1._...........................__..._......__......................_..... ',295,378.16
Total Purelwt I'ri<c....................................................._.........-...... S6,2",578.t6
~
Bond Year DolI.n.__......._.......__.........._........._....._.
Averagc Lif...................._.................___._..._n.......__..:.......
A"<ra&c Coupon........................_...__...._........._n__..................
S65,850.28
10.411 v....
5.1500000%
Not InlUcll Cost (NlC)....................................................................... 5.1980208"
True !>I,.....t Cost <T1Cl................................................................_. 5.21,.522"
WlLUAM'1I. HOUG/f" CO. . CG
l'llbJic 11_
FJk ~ MiAm/bc/uf-CUU1UIZE-GO DSRF 6-.26.00 11NAl.. $/NGU 1'II1U'OSE
6/26/ZOOO Z::J!1_
. .;;r.
rase :1
,-
~,
J
FINAL
..
,
CITY' OF GULF BREEZE, FLORIDA
CJ7Y OF MIAMl BEACH. FL
(GENERAL OBLIGATION BONDS.. DSRJ)
Dr.BT SERVICE SCHEDULE
Date: Principal Coupon m....... TCllIlIPH I1SC.\I. TOTAl.
7/03/2000 , - , - -
12/01/2000 - - t3S,914.S1 15','14.31 133,914.31
"01/2001 - - 162,866.75 162,866.75 ..
1Z/011200t - - 162,866.75 t62,868.75 325,737.50
6/01/2002 - - 162,86a.75 t62,868.75 -
1210112002 - , 162,866.75 162,868.75 525,737,50
6/0112005 , . 162,866.75 162,868.75 -
12/01/2003 - - 162,866. 7S 16!,868.75 325,737_50
6/01/2004 - - 162,866.75 t6U68.75 -
12/0112004 - . 162,86&.75 162,86&,75 525,737.50
6/0112005 - - t62,868.15 162,86&.75 -
12/01/2005 . . t62,868.75 162,86&.75 325,737.50
6/01/2006 - - 162,868.75 162,8615.75 -
t2l01/2006 . - 162,868.75 162,868.75 325.737.50
6/0112007 - - 162,86&.75 162,8615.75 -
tZlOl/2007 . - 162,868.15 162,8615.75 325,737.50
6/01/200& - - 162,868.75 162,668.75 .
12/01/200& . - t62,868,75 \62,86&.75 325,737.s0
610112009 . - 162,868.75 162,868.75 -
12/01/2009 - . 162,868.75 162,868.75 325,757.50
6/01/20tO - - 162,866.75 162,86&.75 -
tZlOl/2010 6,325,000.00 5.150'J6 162,86&,75 6,487,86&.75 6,650,737.50
Total 6,325,000.00 . 3,391,265.31 9,716,289.51 .
YlELD STAnsncs
~nd y.... 0011&........,....__....._.._....._....._..___.._..._...,..........................._............_.......,.._.
^verap Ufc:..._.................__..___........M..._..............................................__..............._.._...............M.......
^ vcrase Co\Jpon..._........................ ......M............................................_... .......................................................
565,850.18
10.411 Years
5.1500000%
Net Inter,st Cost lNIO..................................................................................................................................
True lrltcmf COSt mc)........_..."....................._........_~_............................................................................
llond Vi&lei for .a.:rbitrll.3e Purpo:w:S......R....................._..........................................._...................................
AlllnclUJiv~ Coat WC)..................__.........................................................................._..............................
5.1960206"
5.213'522%
5.150598&%
52134322%
IllS fORM 8038
Ncr interest Cost................................................................_........_.__.._..................................................... S.150OOOOW.
W.::iShted ^"erase l\.Ut\lrity............................................._......_................................................................... 10.411 Ycan
WILLIAM 11. HOUCH.t CO. - CG
PubJicPin_
/)1, ,. MiAmibch.sI-CUUBlIZE-GO C1$IlF 6-Z6-OO FlNAL- SJIo/GU PlIR10Sl
6/26/ZOOO 2:3!J I'M
"-~
Pas<: 3
J
"J
" J
'.;J
""._...~ n. "'.....u~ ....u.
I/IIUZII
F11lA1.
ClT'i OF GULF BREEZE, FLORIDA
C/TYOF MIAMI BEACH, J1,
(GENERAL OBL/GA110N BONDS.. DSRFJ
SUMMARY OF UNDERWRITER'S DISCOUNT
Maturity Concosslon + Talo:dowa . Total Iuuancc: V.\1Ic Total TabcIow1I
12/0112010 - 0.315~ 0.31591 6,325,000.00 25,118.15
TOIaI - - - 6,325,000_00 23,11&.75
UNDEltWRmNG /I: ISSUo\NCE EXPENSES
ToW Manapmenl_ (0.043~l,........_......._....._____...._.._._______.........,.......____
ToW A""'"a< Tabdown (0.3751(,).,.....,............_.........._......___......................;...................____
Total Undcrwriten Ex_ (0.0821(,1...______._____..._..._...__..................._......_....___~_
12,719.75
123,718.75
55,183.34
TOTAl UNOERWlI'I'ING SJ'RE.\O (O.!IOO'6).___.___....._....,................._......_...._....____._.
531,621.&4
WlLLL4M R. HOUGH ~ CO. - CG
/'UbIk nnana:
lilt: = MiMlibt:h.sf-GUL1VZE-(;o DSRF G-ZG4XJ FINAL. SINGlE I'CI1IJ'r)SE
G/ZG/ZODO Z-O>> hi
I'aJe .
('\
:...~_':1
''').
'J
'....;/'
FINAl
CITY OF GULF BREEZE, noRmA
CITY OF MIAMI BEACH, JZ
(CENERAL OBLIGATION BONDS - DSJU)
DETAIL OF UNDERWRlTER'S DISCOUNJ'
Datod 07103/2000 DeIivaod 07/03/2000
UNDEIlWltliER'S EXPENSES DETAIL
Underwriler" eou....1 (0.036"1..__.__.__....._..._,..................___.___.__ 5Z,261.IZ
DIY Loan 1._ 10.00""1_____.___...,....."".........__________,....... 5175.14
DTC,PSA (O.OO6!6I______..............,...____.___._.._,......,..._, 5579.50
CUSlP (0.001"1........................._._________.............._..___ 541.75
Clearance 10.01 Z"l.,.,_.._._..._.._..._____..,............_.________.._. 5759.00
CommunleariaIIJ aNI Ex_ (0.008"1.......,.,__._____.....,....._...., 5521.11
Trl\'d (0.017"'1___..__.........._.__._____...._._..,....._.._. S1 ,0'5.65
TOT/\L...,......_...._..__........_----'_____....,......________ 55,113.:14
WILl.L4M R. HOUGH 6> CO. - CG
/'llbJIt: FInONJe
8KZE-GO DSJ/F 6-Zii-tXI l1NAJ.- SINGU I'UJUO$E
6/ZS/ZOOD Z:# PM
Pa1ll5
. .
mw.
U CITY OF GULF BREEZE, FLORIDA
cnY OF MIAMI BEACH, Fl
(S36.325 MlUJON IN GENERAL OBLlGAT/ON BONDS, SERIES 1985 B + EJ
PROJECT SUMMARY
Dared 07l0S/20c0 DoIl>enoI 07/~/2000
SOlJRCES AND USES OF FUNDS
TOTAl. BONt> FUNDS EQUI1Y CONI'.
Par AJrIDUIU of Boada..__.....................__.__.____........._......................_.__ 536,325,000.00 136,325,000,00 -
I'\&nnecl Gulf 8..... lquil)' Contriburion for 130M Loan.__........._...__ 53',028.29 - 555,021.29
P1aJlftOd Culf 8,.... !:quity Conlributlon for S6.325M DSRE loin.............. 51-'ZI.&4 - 51,QI.14
TOTIIl SOUaCES.........._.,.............._....._......_......,................_........_.... 536,89I,65o.t3 136,325,000.00 1566,650.13
T_I UndmNri..~. Diocounl (0.582l6l___............._........___...__. 5211 ,66:to84 . SZII,66Z.14
CootI 01..........._____......._......._..___.._,.._,__......... 30,000,00 50,000.00 ..
G..... Bond ....u..ncc Premium ( 70.0 bpl....,....,...____.....__..,......... 554,987.29 - 554,987.29
DepooIt 10 Project Constructlon Fund"_____....._....................._......._. 29,970,000,00 29,970,000,00 -
D<pooillO DSll fund....................................................._...........................,...... 6,325,000.00 6,325,000.00 .
roTlIl U5t$,...._.._...__...,...................._..._...____................................--. 136,891,650.13 156,525,000.00 5566-'50.13
0
,
-
,
IV1LUAM II. JfOUGH of CO. - CC
,."b1ic I'in4ncz
6/261ZODO
.'.",
l;.j
"1
'~.'
U
Gulf Breeze Loan
Miami Beach - 536,325,000 GO
TakedOWll
Management Fee
Expenses
S 4.0198
1.0000
0.80l1
S 146,018_75
36.325_75
29.318,34
Total Spread
S 5.8269
S 211,662.84
ESTIMATED ExPENSE BREAKDOWN
$/$1.000 Dollars
Counsel 0_3576 12,989.82
Day Loan Interest 0.0278 1,009_84
DTC.PSA 0.0800 2.179.50
CUSIP 0.0066 239.75
Clearllltce 0,1200 4.359.00
J :ommunlcations and Expenses 0.0825 2,996.81
." ,ravel 0.1526 5,543.63
Total Expenses S 0.8071 $ 29,318.35
"
"':1
-..
\
-........
6/26/00
-3-
(iii) The person executing this Custodial Undertaking on its behalf has been duly and properly authorized to do so.
B. Further Reuresentations of Custodian. Custodian further represents and warrants, which representations and warranties
shall be deemed to be repeated on each Purchase Date and each Repurchase Date, that:
(i) It is a New York trust company with its principal office at One Wall Street, New York, New York 10286;
(ii) It will maintain Buyer's Account as a custody account and shall administer Buyer's Account in the same manner it
administers similar accounts established for the same purpose; and
(iii) It maintains a book-entry securities account with FRBNY and each Clearing Corporation in which it holds Securities
hereunder.
4. DEPOSIT OF CASH AND ELIGIBLE SECURITIES
A. Seller's Instructions. On each Business Day that Seller and Buyer agree to enter into a Transaction subject to this Custodial
Undertaking, Seller shall deliver to Custodian, prior to 2:00 p.m., Oral or Written Instructions containing the following information:
(i) the Purchase Date and Purchase Price;
(ii) the Repurchase Date and Repurchase Price (or rate); and
(iii) name of Buyer.
B. Seller's Tender of Securities. By the close of business on the Purchase Date, Seller shall transfer, or cause to be transferred,
to Seller's Account sufficient Eligible Securities to complete Transactions on such Purchase Date. In connection therewith, Seller shall
either deliver to Custodian Oral or Written Instructions identifying the Eligible Securities to be sold by Seller to Buyer, including a
description setting forth the face amount of each Eligible Security and, where applicable, the CUSIP number for each such Eligible
Security or instruct Custodian to identifY Eligible Securities in Seller's Account to be transferred to Buyer's Account.
C. Buver's Purchase Price. Prior to 4:00 p.m. on the Purchase Date, Buyer shall transfer, or cause to be transferred, to Buyer's
Account sufficient cash such that the total cash balance in Buyer's Account after such transfer equals or exceeds the Purchase Price
contained in Seller's Oral or Written Instructions.
5. EFFECTING TRANSACTIONS
A. Purchase Date. On the Purchase Date for any Transaction subject to this Custodial Undertaking, Custodian shall transfer to
Seller's Account cash from Buyer's Account in an amount equal to the Purchase Price and transfer from Seller's Account to Buyer's
Account Eligible Securities in accordance with Seller's Oral or Written Instructions with respect to such Transaction, subject to the
following provisions:
(i) Determination of Eli2ible Securities: Ne2otiabilitv. Custodian shall determine that Securities to be transferred to
Buyer's Account are Eligible Securities and that Physical Securities are in negotiable fonn. Any Securities which are not Eligible
Securities and any Physical Securities which are not in negotiable form shall not be included in the calculations set forth below and
shall not be transferred to Buyer's Account.
(ii) Determination of Manin Value. Custodian shall determine the Margin Value of Eligible Securities to be transferred to
Buyer's Account.
(iii) Pavment of Purchase Price. Provided the Margin Value of Eligible Securities to be transferred to Buyer's Account
equals or exceeds the Purchase Price with respect to such Transaction, Custodian shall transfer such Eligible Securities from Seller's
Account to Buyer's Account and shall disburse from Buyer's Account to Seller's Account cash in an amount equal to the Purchase
Price.
-4-
(iv) Maintenance of Bnver's Account.
(a) Phvsical Secnrities. Custodian shall take possession of each Eligible Security which is a Physical Security at a
secure facility at one of its offices in New York City and, during the term of a particular Transaction, shall identify such Physical
Securities on its books and records as belonging to Buyer.
(b) Book-Entrv Securities. Each Eligible Security which is either (i) a Book-Entry Security, or (ii) a part of a
fungible bulk of Book-Entry Securities shall be continuously maintained by Custodian in the Book-Entry System. During the term of a
particular Transaction, Custodian shall identify such Book-Entry Securities on its books and records as belonging to Buyer.
(c) Oearine CorDoration Securities. Each Eligible Security which is either (i) a Clearing Corporation Security, or
(ii) part of a fungible bulk of Clearing Corporation Securities shall be continuously maintained by Custodian in an account with the
appropriate Clearing Corporation. During the term of a particular Transaction, Custodian shall continuously identify such Clearing
Corporation Securities on its books and records as belonging to Buyer.
(v) Intent of Buver and Seller. Buyer and Seller agree that it is intended that Custodian act as a "securities intermediary" as
such term is defmed in the UCC with respect to Transactions hereunder. In addition, the parties intend that all Securities in Buyer's
Account and Seller's Account (excluding cash) shall be treated as "financial assets" as such term is defined in the UCC.
B. Trust ReceiDfs. Custodian is hereby authorized and directed to accept trust receipts as may be set forth in Schedule I hereto
(each, a "Trust Receipt") evidencing eithet the holding by the issuer of such Trust Receipt (a "Trust Receipt Issuer") of Eligible
Securities subject to Transactions or the crediting by the Trust Receipt Issuer to the account of Custodian of Eligible Securities subject
to Transactions. Any Trust Receipt may be accompanied by an electronic file sent by Seller to Custodian containing information
concerning the Eligible Securities represented by such Trust Receipts, including CUSIP number, par amount, maturity date and interest
rates, upon which Custodian shall be entitled to rely without inquiry in perfonning its duties hereunder. Buyer may by Written
Instructions direct Custodian not to accept Trust Receipts from particular Trust Receipt Issuers. Custodian shall hold Trust Receipts at
a secure facility at one of its offices in New York City and, during the term of a particular Transaction, shall identify the Eligible
Securities represented by Trust Receipts on its books and records as belonging to Buyer.
C. Custodian's Inability to ComDlete a Transaction. If Custodian is unable to complete a Transaction because Seller has
failed to provide complete Oral or Written Instructions as tequired by Paragraphs 4A and 4B or either Buyer or Seller has failed to
arrange for the transfer of sufficient cash or Eligible Sccurities to Buyer's Account or Seller's Account, respectively, Custodian shall
promptly notify Seller and Buyer and await the receipt of such Oral or Written Instructions, cash or Eligible Securities. If Custodian
has not received Oral or Written Instructions from Seller by 4:30 p.rn., sufficient cash from Buyer by the close of the FRBNY money
wire or sufficient Eligible Securities by the close of GSCS or the appropriate Clearing Corporation or such time as Custodian may
designate with respect to particular types of Physical Securities, Buyer and Seller irrevocably agree and instruct Custodian to effect the
Transaction as follows: (i) if the cash balance in Buyer's Account shall be less than the Purchase Price set forth in Seller's Instructions,
the cash balance in Buyer's Account shall be deemed to be the Purchase Price, the remaining tenus of the Transaction shall be
detennined in accordance with Paragraph 5A, and Seller shall provide Custodian with further Oral or Written Instructions with respect
to a recalculated Repurchase Price for such Transaction; (ii) if the cash in Buyer's Account exceeds the Margin Value of Eligible
Securities in Seller's Account, Custodian shall credit to Seller's Account cash in an amount equal to the Margin Value of the Eligible
Securities, and the difference between the amount credited to Seller's Account and the Purchase Price shall be retained by Buyer and
held by Custodian in Buyer's Account. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original
tenus of each Transaction.
D. Simultaneous Transaction. Buyer and Seller agree that in effecting Transactions transfers between Buyer's Account and
Seller's Account are intended to be, and shall be deemed to be, simultaneous.
E. OwnershiD of Securities_ (i) Upon the transfer of cash to Seller's Account and the transfer of Eligible Securities to Buyer's
Account, it is agreed by Seller and Buyer that, subject to Seller's right of substitution pursuant to Paragraph 6B and notwithstanding the
credit ofIncome to Seller's Account pursuant to Paragraph 5G, the Purchased Securities shall be for all purposes the property of Buyer.
Buyer agrees, however, that, subject to Paragraph 8 hereof and Paragraph 11 of the Master Repurchase Agreement, it will resell to
Seller on the Repurchase Date the Purchased Securities at the Repurchase Price.
(ii) Buyer, Seller and Custodian agree that all Purchased Securities and cash held in Buyer's Account from time to time will
be held by Custodian as agent of Buyer, that Custodian will take such actions with respect to Buyer's Account and any Purchased
Securities and cash therein as Buyer shall direct, and that in no event shall any consent of Seller be required for the taking of any such
action by Custodian. Buyer hereby covenants that Buyer will not instruct Custodian to deliver any Securities to any person other than
Seller until an Event of Default has occurred as to which Seller is the defaulting party. The foregoing covenant is for Seller's benefit
only and shall not constitute a limitation on Buyer's right at any time to instruct Custodian and Custodian's obligation to act upon such
-5-
instructions. Custodian shall not be liable for any Losses (as defined in paragraph 9A) incurred or sustained by Buyer, Seller or any
third party as a result of Custodian transferring any Purchased Securities or cash in Buyer's Account pursuant to Buyer's instructions
(whether or not subsequent to receipt of a Notice of Default) and shall have no further obligation or responsibility to Seller or Buyer
under this Custodial Undertaking with respect to any Purchased Securities or cash transferred from Buyer's Account.
(iii) Any instruction to Custodian to transfer Purchased Securities or cash from Buyer's Account during the term of a
Transaction shall be set forth in a written notice in substantially the form attached hereto as Appendix I. Buyer shall deliver such
notice to a Vice President or above in Custodian's Broker Dealer Services Division and shall send Seller a copy of same. Custodian
shall, as promptly as practicable under the circumstances, act in accordance with such instructions; it being understood and agreed that
Custodian shall have no liability for its inability to comply with Buyer's instructions if the rules or systems of the Book-Entry System
andlor applicable Clearing Corporation prevent Custodian from transferring Purchased Securities from Buyer's Account. Buyer shall
pay to Custodian all applicablc fees, costs and charges associated with such transfer from Buyer's Account.
F. No Lien or Pled~e bv Custodian. Custodian agrees that Purchased Securities shall not be subject to any security interest,
lien or right of setoff by Custodian or any third party claiming through Custodian and Custodian shall not pledge, encumber,
hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any Purchased Securities.
G. Pavment of Income. Until such time that Custodian shall receive a Notice of Default from Buyer pursuant to Paragraph 8,
Custodian shall credit to Seller's Account Income received by Custodian. After receipt of such Notice of Default from Buyer,
Custodian shall credit to Buyer's Account Income received by Custodian.
H. Confirmations. Custodian shall provide Buyer and Seller with confirmation statements reflecting Purchased Securities and
cash positions in Buyer's Account on each Business Day or as otherwise may be requested by Buyer. Buyer and Seller shall promptly
review all such confumation statements and shaH promptly advise Custodian of any error, omission or inaccuracy in such statements.
Custodian shaH undertake to correct any errors, failures or omissions that are reported to Custodian by Buyer or SeHer. Any such
corrections shaH be reflected on subsequent confumation statements.
I. Deliveries bv Custodian. Subject to this Custodial Undertaking, aH transfers of Securities or cash by Custodian to Buyer
from Buyer's Account shaH be made to Buyer by delivery to the account(s) designated in Schedule III, as may be amended from time
to time by delivery to and receipt by Custodian of a new Schedule III.
6. VALUATION AND SUBSTITUTIONS OF SECURITIES
A. Valuation of Securities. At the opening of each Business Day during which a Transaction subject to this Custodial
Undertaking shall remain outstanding, Custodian shaH determine the Margin Value of all Purchased Securities.
(i) Mar~in Deficit. In the event the Purchase Price of outstanding Transactions is greafer than the aggregate Margin Value of
aH Purchased Securities, Custodian shaH so notify SeHer prior to 2:00 p.m. On the date of any such notice, Seller shaH promptly
transfer to Buyer's Account additional Eligible Securities ("Additional Eligible Securities") such that, after transfer thereof to Buyer's
Account, the aggregate Margin Value of all Purchased Securities (including Additional Eligible Securities) equals or exceeds the
Purchase Price of outstanding Transactions. If SeHer fails to transfer an appropriate amount of Additional Eligible Securities on the
date of any such notice, Custodian shaH notify Buyer and SeHer and await further instructions from Buyer. AH Additional Eligible
Securities transferred to Buyer's Account shaH be deemed to be Purchased Securities.
(ii) Mar~in Excess. In the event the then aggregate Margin Value of Purchased Securities shaH exceed the Purchase Price of
outstanding Transactions (such excess amount, the "Margin Excess"), Custodian shaH so notify SeHer and, upon Oral or Written
Instructions from SeHer, Custodian shall transfer Purchased Securities from Buyer's Account to SeHer's Account having a Market
Value equal to the Margin Excess. Buyer hereby irrevocably authorizes Custodian to accept the Oral or Written Instructions of Seller
identifying the specific Purchased Securities to be released from Buyer's Account pursuant hereto. Upon transfer from Buyer's
Account, released Securities shaH cease to be Purchased Securities for aH pwposes hereunder.
B. Substitutions of Purchased Securities. Buyer hereby authorizes Custodian, upon Oral or Written Instructions from Scller,
to transfer Purchased Securities to SeHer against transfer to Buyer's Account of substitute Eligible Securities ("Substitute Eligible
Securities") determined by Custodian to have an aggregate Margin Value equal to or greater than the aggregate Margin Value of
Purchased Securities released hereunder. All Substitute Eligible Securities transferred to Buyer's Account shaH be deemed to be
Purchased Securities.
7. REPURCHASE DATE
-6-
On the Repurchase Date for any Transaction, subject to Paragraph 8 hereof and Paragraph II of the Master Repurchase
Agreement, Buyer hereby irrevocably instructs Custodian to tender to SeBer the Purchased Securities with respect to such Transaction
and to transfer such Purchased Securities from Buyer's Account to SeBer's Account. SeBer hereby irrevocably instructs Custodian at
the time Purchased Securities are transferred to Seller's Account to make payment to Buyer of the Repurchase Price by debiting cash
from SeBer's Account and crediting cash to Buyer's Account. If on the Repurchase Date Seller's Account does not contain sufficient
cash available to repurchase aB Purchased Securities with respect to any Transactions, Custodian shaB notify SeBer and Buyer and
SeBer shaB give Custodian Oral or Written Instructions identifying which Purchased Securities, if any, are to be repurchased and the
Repurchase Price.
8. DEFAULT
In the event that Buyer or SeBer delivers a Notice of Default to Custodian, Custodian shaB notify the defaulting party of its
receipt of such Notice of Default and act in accordance with the instructions of the non-defaulting party with respect to such non-
defaulting party's rights pursuant to Paragraph II of the Master Repurchase Agreement. Custodian may fully rely without further
inquiry on the statements set forth in such Notice of Default. In addition, Buyer and Seller acknowledge and agree that the provisions
of Paragraph 12 of the Master Repurchase Agreement shall be fully effective with respect to all Transactions entered into between
them, irrespective of whether such Transactions are entered into in connection with this Custodial Undertaking, directly between Buyer
and Seller or otherwise.
9. CONCERNING CUSTODIAN
A. Limitation of Liabilin: Indemnification. (i) Custodian shall not be liable for any costs, expenses, damages,
liabilities or claims, including counsel fees (collectively, "Losses"), resulting from its action or inaction in connection with this
Agreement, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing
Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of Custodian's gross
negligence, bad faith or wilful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect
Of consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement. Custodian may, with
respect to questions of law, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such reasonable advice or opinion.
(ii) Seller agrees to indemnify Custodian and to hold it harmless against any and aB Losses (including claims by
Buyer or Seller) which are sustained by Custodian as a result of Custodian's action or inaction in connection with this Agreement,
except those Losses arising out of Custodian's gross negligence, bad faith or wilful misconduct.
(iii) Buyer agrees to indemnify Custodian and to hold it harmless against any and all Losses which are sustained by
Custodian by reason of or as a result of (a) the occurrence or continuance of an Event of Default by Buyer, (b) any negligence, bad
faith or wilful misconduct by Buyer in any way relating to, or arising from, this Agreement or Repurchase Transactions hereunder and
(c) any action taken or omitted by Custodian pursuant to Buyer's Oral or Written Instructions. Notwithstanding the foregoing, Buyer
shaB not indemnify Custodian for those Losses arising out of the events described above which result from Custodian's gross
negligence, bad faith or wilful misconduct.
(iv) If Seller is required to pay any amounts to Custodian pursuant to Paragraph 9A(ii) above for which Buyer is
liable under Paragraph 9A(iii), then Buyer shaB, upon demand by Seller, promptly reimburse Seller for all such amounts.
(v) It is expressly understood and agreed that Custodian's right to indemnification hereunder shaB be enforceable against
Buyer and/or SeBer directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of
any rights or recourse that Buyer or SeBer may have against any such third party. This indemnity shaB be a continuing obligation of
Buyer and SeBcr notwithstanding the termination of any Repurchase Transactions or of this Agreement.
B. No Guarann bv Custodian. It is expressly agreed and acknowledged by Buyer and Seller that Custodian has made no
determination regarding Buyer's or Seller's ability to perform their respective obligations in connection with Transactions and is not
guaranteeing perfonnance of or assuming any liability for the obligations of Buyer or Seller hereunder nor is it assuming any credit risk
associated with Transactions hereunder, which liabilities and risks are the responsibility of Buyer and SeBer; further, it is expressly
agreed that Custodian is not undertaking to make credit available to SeBer or Buyer to enable it to complete Transactions hereunder.
C. No Dun oflnauirv. Without limiting the generality of the foregoing, Custodian shaB be under no obligation to inquire into,
and shaB not be liable for:
.7-
(i) The va,idity of the issue of any Securities purchased or sold by or for Buyer or Seller, the legality of the purchase or sale or
the validity or enforceability of any Trust Receipt received by Custodian hereunder;
(ii) The due authority of any Authorized Person to act on behalf of Buyer or Seller with respect to cash or Securities held in
Buyer's Account or Seller's Account; Ot
(iii) The due authority of Buyer, Seller or any entities for which Buyer acts to purchase, sell or hold any particular Security
hereunder.
D. Securities in Default. Custodian shall not be under any duty or obligation to take action to effect collection of any amount if
the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and
until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.
E. Custodian Fee. Custodian shall be entitled to receive and Seller agrees to pay to Custodian such compensation as may be
agreed upon from time to time between Custodian and Seller and Custodian's out.of-pocket expenses.
F. Reliance on OrallWritten Instructions. Custodian shall be entitled to rely upon any Written Instruction or Oral Instruction
received by Custodian and reasonably believed by Custodian to be delivered by an Authorized Person. Buyer and Seller agree to
forward to Custodian Written Instructions confirming any and all Oral Instructions in such manner that such Written Instructions are
received by Custodian by the close of business of the same day that such Oral Instructions are given to Custodian. Buyer and Seller
agree that the fact that such confirming Written Instructions are not received or that contrary Written Instructions are received by
Custodian shall in no way affect the validity or enforceability of the transactions previously authorized and effected by Custodian.
G. Reliance on Pricinl! Services. Custodian is authorized to utilize any generally recognized pricing infonnation service
(including brokers and dealers of Securities) in order to perform its valuation responsibilities hereunder. and Seller and Buyer agree to
hold Custodian hannless from and against any Losses incurred as a result of errors or omissions of any such pricing infonnation
service, broker or dealer.
H. Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the perfonnance of its obligations
under this Custodial Undertaking arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control,
including without limitation, acts of God, earthquakes, ftres, floods, wars, civil or military disturbances, sabotage, epidemics, riots, loss
or malfunctions of utilities, computer (hardware or software) or communications service, labor disputes, acts of civil or military
authority, or governmental, judicial or regulatory actions; provided however, that Custodian shall use its best efforts to resume
perfonnance as promptly as practicable under the circumstances.
I. No Additional Duties. Custodian shall have no duties or responsibilities except such duties and responsibilities as are
specifically set forth in this Custodial Undertaking, and no covenant or obligation shall be implied in this Custodial Undertaking
against Custodian.
J. No Duty Rel!ardinl! Derivatives. If Buyer and Seller have selected Eligible Securities which derive all or a portion of their
value from changes in the value of underlying securities, mortgages or other obligations, or one or more currencies, connnodities,
indices or other factors (hereinafter referred to as "Derivative Securities"), the parties understand that Custodian shall have no
obligation to monitor whether any such Eligible Securities are also Derivative Securities. Accordingly, the parties agree that anything
in the Custodial Undertaking to the contrary notwithstanding, it shall be Buyer's and Seller's responsibility to ensure that Eligible
Securities do not include Derivative Securities unless they have otherwise agreed. Custodian shall have no liability whatsoever for any
loss, damage or expense arising out of the ineligibility of Derivative Securities which are the subject of Transactions pursuant to this
Custodial Undertaking.
10. TERMINATION
Any of the parties hereto may terminate this Custodial Undertaking by giving to the other parties a notice in writing specifYing the
date of such termination, which shall be not less than thirty (30) days after the date of giving of such notice. Upon termination hereof,
Seller shall pay to Custodian such compensation as may be due to Custodian as of the date of such termination, and shall likewise
reimburse Custodian for any disbursements and expenses made or incurred by Custodian and payable or reimbursable hereunder. if
Buyer does not provide Written Instructions designating a successor custodian prior to the termination date, Custodian shall, at Buyer's
expense, continue to hold Purchased Securities and cash in Buyer's Account until the Repurchase Date with respect to each outstanding
Transaction, or until it has received a Notice of Default in connection therewith, and Written Instructions with respect to delivery of
such Purchased Securities. if Custodian has not received delivery instructions with respect to Purchased Securities andlor cash in
-8-
Buyer's Account, Custodian may, in its sole discretion, hold Book-Entry Securities and Clearing Corporation Securities in escrow for
the benefit of and at the expense of Buyer and deliver Physical Securities and cash to Buyer at the address provided below.
11. MISCELLANEOUS
A. Authorized Persons. Buyer and Seller each agrees to furnish to Custodian a new Schedule II in the event that any
Authorized Person ceases to be an Authorized Person or in the event that other or additional Authorized Persons are appointed and
authorized. Until such new Schedule II is received, Custodian shaU be fully protected in acting under the provisions of this Custodial
Undertaking upon Oral Instructions or Written Instructions from a person reasonably believed to be an Authorized Person as set forth
in the last delivered Schedule II.
B. Access to Books and Records. Upon reasonable request, Buyer and Seller shall have access to Custodian's books and
records maintained in connection with this Custodial Undertaking during Custodian's nonnal business hours. Upon reasonable request,
copies of any such books and records shall be provided to Buyer or Seller at its expense.
C. Invalidity of anv Provision. In case any provision in or obligation under this Custodial Undertaking shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain
applicable to all other persons and circumstances.
D, Parties. Entire Aereement. Amendments.
(i) The Custodial Vndertakine. Buyer, Seller, and Custodian agree that this Custodial Undertaking constitutes the entire
agre~ment among the parties hereto with respect to Transactions subject to this Custodial Undertaking and may not be amended or
modIfied m any manner except by a written agreement executed by the parties hereto.
(ii) The Custodial Undertakine and the Master Repurchase Aereement. Buyer and Seller acknowledge and agree that
the Master Repurchase Agreement in conJ' ti .th thi C d' U rtakin .
S II 'th unc on Wl s usto lal nde g represents the entire agreement between Buyer and
A~~::nt. respect to Transactions. Buyer and Seller acknowledge and agree that Custodian is not party to the Master Repurchase
E. Bindine Aereement. This Custodial Unde kin . .
respective successors and assigns; provided however ':at ~ S~1l e~te7duto and shall be bmdmg upon the parties hereto, and their
wntten consent of the other parties, ,s usto la ndertaking shall not be assignable by any party without the
N F. Applicable Law/Jurisdiction This Custodi ] U .
co: ~::t v;:tho~ regard to the COnflic't of laws Princi~les r;;:;~~~~hal1 be coostrued in accordance with the laws of the State of
trial by jurye in :'y ~~o~:e~l;;;vN~w York in connection with any diS;U~::'~:in~r~~~::ent to the jurisdiction of a state or federal
Custodial Undertaking g 0 Vlng, dIrectly or indirectly any matter in any .. r. The parties hereby waive their right to
. 'way ansmg out of, related 10, or coonected with, this
. G. WaiverOfI!!l!I1unity. To the extent . ....
Its assets, unmumty from suit, executi that m anY)UflsdlCllOn auy party may now or h .
the extent pennitled by law, not to cIa: ::c.rn;:ent (before or after jUdgment) Or other legal p~:eafter be ;ntttled to claim, for itself or
It ereby waIves, sucb immunity in connection with :s, eac party IlTevocably agrees, fo
II. I1eadinlls and References . s CustodIal Undertaking.
affect the construction or interpretati~n ~::;:~,:sp;~~iS~:~ions in this Custodial Undertaking are for reference ooJy and shall not
I. COUnterDarts Thi C .
to be an od' lb' s ustodial Undertakin b
gll1a, ut such counteIparts shall t tb g may e executed in any number of
J ' oge er, constilUte ooJy one instrum t counterparts, eacb of which shall be d d
. Inconsi tenc With Mast en . eeme
the Master Repurchase A e er Re urchose A reement. In th .
Transactions subject to thi~=~:~n~n:~<;:tgO~~ tUendertaking ~~v:~~~~:,:~ :~o:g~::ncdYtbetween the leons and conditions of
' rms and cond'tj f. , U les or obI' .
K. Notices. Any noti. Ions 0 this Custodia] Undertakin ~~tlons of CustOdian and
receiving P'U1y and Iran ce authonzed or required b . g s gOvern.
such oth d deItvered or sent b . Y this Custodial Undertakin b
receipt. er person or persons as the receiv~ :;:;'t:x ';"facsirnile to the individuaTs :t a~e b:d:fficiently given if addressed to the
y m Ilme to time deSignate in . tin esses specIfied in Schedule IV t
wn g. Such notice shall be effective :;o~
-9-
L. Confidentialitv. The parties hereto agree not to disclose to any other party and to keep confidential the terms and conditions
of this Custodial Undertaking (including fee arrangements) and any amendment, supplement or Schedule hereto. [n the event that any
party hereto breaches any provision of this section, any other party shall be entitled to temporary and permanent injunctive relief
against the breaching party without the necessity of proving actual damages. Notwithstanding the foregoing, any party may disclose
Buyer's or Seller's name, address, securities position and other intormation to the extent required by law, the rules of any stock
exchange or regulatory or self-regulatory organization or any order or decree of any court or administrative body that is binding on
Buyer, Custodian or any Clearing Corporation or the terms of the organizational documents of the issuer of any Security or the terms
of any Security itself. Custodian and Seller acknowledge that the Buyer is subject to Public Records Law in the State of Florida
(Section 119.07, Florida Statutes).
M. Parties Deemed Principals. Unless the parties hereto execute and deliver a Custodial Agency Annex pursuant to which the
identity of all principals for whom any party may act in connection with this Custodial Undertaking is disclosed, each party shall be
responsible for the performance of its obligations hereunder as a principal. However, the execution and delivery of a Custodial
Agency Annex shall not relieve any party of its obligations hereunder except as provided by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Custodial Undertaking to be executed by their respective corporate
officers, thereunto duly authorized, as of the 12th day of September, 2000.
CITY OF MIAMI BEACH, FLORIDA
By: tfj ~ ~(~
Title: Finance Director
Title: Managing Director
By:
Title: Marketing Director
THE BANK OF NEW YORK
By: ~,
Tit : {/ John Morik
Vice President
.t..--~
bhvcure.doc
(6/00)
SCHEDULE II
The following individuals have been designated as Authorized Persons of Buyer and Seller, respectively, in
connection with the Custodial Undertaking In Connection With Master Repurchase Agreement dated as of
September 12, 2000.
BUYER
Name
Signature
~(k( (~
cj~ JlW-
P. D. Walker
Georgina P. Echert
SELLER
Name
~L
Ul1~/
Chris Patronis
Erin Courcey
SCHEDULE III
Account Information for Delivery of Buyer's Securities and Cash
ABA: 066000604
Bank Name: SunTrust Bank, Miami
City: Miami
Account Name: City of Miami Beach General Depository Account
Account Number: 0360002236568
.
SCHEDULE IV
ADDRESS FOR NOTICES
TO SELLER:
Bayerische Hypo-und Vereinsbank AG, New York Branch
150 East 42" Street
New York, New York 10017
Phone: (212) 672-6060
Fax: (212) 672-6007
TO BUYER:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Phone: (305) 673-7466
Fax: (305) 673-7795
TO CUSTODIAN:
The Bank of New York
One Wall Street, 4th Floor
New York, New York 10286
Attn: Tri-Party Services
Government Securities Clearance Division
Phone: (212) 635-4857
Fax: (212) 635-1190
.
APPENDIX I
To: The Bank of New York
Broker Dealer Services
Ooe Wall Street, 4th Floor
New York, New York 10286
Attention: Vice President
This notice is given pursuant to Paragraph 5E of the Custodial Undertaking in Connection With Master Repurchase
Agreement by and among City of Miami Beach, Florida ("Buyer"), Bayerische Hypo-und Vereinsbank AG, New
York Branch ("Seller") and The Bank of New York ("Custodian") dated as of September 12, 2000 (the "Custodial
Undertaking"). Buyer hereby instructs Custodian to transfer the Purchased Securities and cash in Buyer's Account
(as defIned in the Custodial Undertaking) to:
ABA: 066000604
Bank Name: SunTrust Bank, Miami
City: Miami
Account N arne: City of Miami Beach General Depository Account
Account Number: 0360002236568
. bate:
City of Miami Beach, Florida
:uy~~(tw
Title: Finance Director
~
"'
i;
<i:
-5
~
"
'"
00 .~
eJ ~
.... ....
!;2 ~
;;; C
U 00
~ "
.: ~
,...l
~e 0
1" ~
~::3 N~
jll;l;1 -
,r-.
o
~
...l
;;;
~
~
==
U
'"
~ ~
"
z
6
<
-"
g
-"
~
"
"g
>
."
"
"
6
~
:I:
"
.<:
"
.~
~
"
'"
~ \
.
~
.
...
\
gl
'"
....
< '"
o 0
'" -' z
o ,.. 0
::;0 -' '"
u 5 0
~ ~ ~~~ ~
~ ~ 0 www ~
=~ ~ o~~~~~ ~~o 0
:::;_ f- __cG<<O' Cl
5 -< -;:..WOOU-l ;ZZ w
~~ 0 >~f-~~~ 00 ~
-0 ~ ~z<~~~ ~~ ~
~~ ~ zooz~w z~ w
~:..~Q o~~o~x o~~=
~~~<w ~<wz~~~z~z~
~oo~~~ w~~<zoo<zoo
~~~offi~~Offi~~~z~~~~
<~~~>~~~>~O'ug~O'uu
>",C"'707~70"'< 0",<<
;~~~~_~~~U~~NU~b~
..::;u
~~
"
E
~
"
~
B
c.
"
'"
....
o
:l
II
'il
."
C
~
"
"
@,
<
"
:l
l.r
~ ~ ~I
B~
:l ~ .
::E" z
.s::: II
.~ ~ >-
" "
o "
.,,'"
" "
~t:
0."
~g
._~
~~b
~"ii
t:S"
~::--
".<:
:;l"
-a a
ogiS
ti~
8~
~
~~~
~::::~
~
...
xxx
'"
"'....
....~
>-~,..:
-,0'"
-",:>
::;x-
<_0
~ft~
",,,,glgl
f-..J\.1JW
!!lo",,,,
"'i!:........
u'19o
"'---
oGsss
:;I~ -<.(.(
",,,,::;::;::;
~~zzz
.....t-OOO
H~
xxx
-;
~
"
'"
'" 'i
"'u
02_
~ 2
'" <....
.. "'-
;: oG 5
;l .... E
~ s,l 5
.. .... >
~~13~d8
uj=~o~~~
;J~C:OZf,f.lfl10
'"
~ ~~~
~ ~,..:~
= ofl10
liil W::>U
C x-'"
~ _00:
.... ~.( ~
~~ooch2
t:e-x:cc;
siligg~
"'&l~~!!l
>oG:c:tO:::
~E-E-t-~
liil~~~{/j
~~~~~
ga-;;
ue
<0
"'<
....'"
.."''''
..",-
..",,,,
E:<~
-~....
0:"'2
B~:J
~o~
Q~'"
..",0
:<;It:J
u<u
<u<
......'"
...-....
..0",
"'''''''
"'~'"
<u<
\ \ \ \ \
:;:-
..~
~~:i
.. ....
~l~ AI VI
"'~~~
wOt.I.lUJ
ClE-tiS
~ZZZ
~~~iH
E-ZGIlWW
~~~~~
i:I..~ ......'-
0: -> zoo
070"''''
uo;z::;::;
~~
-...
e,!!:
:;::.!
^' VI
--B8
C:::oGzC:::
r.nUJIJ..l<~
e-o.. 0.. f--
..<<o.~
~o..o..wu
=:..J..JC5-oo
<55<t;;~
::;O~~gl~O
>-"'''''''8Z
..::;::;'" '"
~::;::;ZOZ
~88~u~
~\~
~s:
~.,.,~
:=s:s:
gl
'"
~ ~
g ~
,.. '"
-' 0
CS gl ~ glgl~ ~
::;0 ~ gg~~~~ 1313 ~
~ < ;~~gg~ 66 U
u 9 ..Jz<~~=: CQCQ ~
~~"'Q ~S~~3!l! ~3"'0!l!
.........J .-< -r-o!- -r-o E-
"~<LIJ cnQ.,LIJ~:Z;o1S:Z;zzo
t....i5gl~:;jugl..~~:zo:~g~
~ l~U~H~~~~~~~~
xx
xxx
.,.,~~
:=s:s:
xxx
"'I~~
....::;'"
5~\J.
..ere
~
gJ
>-
~ ~ -;;:
e- _ _Ol.l 5--
,"":,,,,, "'~ -;;;--ue-~-~
8t;~'"":'~i 'Oe~oe-'c8~
<Il <OS C C':I _ S 0 c U 0 0 .- ....
~ <Ill:; CQ'_ co = = co U'- I:lIJU ~ b <:;:)
~i ~ ~~ !;S'~~ ~g~ ~~~~
~ ~'E ~~~ ~ ~~~~p~~~
i~i~~~~~]~!!!~i5
=~U~~ G= -~~~Ol.lS~
\:S< E~ ~hl1] ~ ~U ~~~
'B<OS:;~"l;l~~"8"B]:12aCCllr.-:l
t~~~~~u~~~8o~~8t
~~~~~~~~5~~~~~~~
.....\J.~~~~t.t.\J.~itQ.,a::cn~.....'III::.
~u-iit~u
"'-'"
: i 1~.1
..;I l5"4i cO ~:Q'
<~~'gC,)C;;
z"':; 8 '"
o Q c 'C '0
_=5<<OS't:
!<'~;E!iEo
~S$eg~
~~~CQo~
~0",9&::;;!
_<<...::1-;;>
~
....
2
'"
&l
'"
5
'"
G
::l
'"
'"
co
~
o
'"
::;
'"
'"
o
'"
'"
-'
..J
<
'"
'"
'"
'"
i=
2
:>
u
'"
'"
'"
o
'"
'"
'"
'"
fa
~
'"
Z
'"
g
'"
<Ii
'"
i=
02
'"
&l
'"
~
gJ
'"
'"
fa
~
i:i
'"
l;:
'"
u
u
<
,.
~
>-
~
OJ
Z
'"
o
,.
~
'"
OJ
'"
f-
~
"
z
c:5
<
~
-"
~
"
.~
>
."
"
"
~
:1:.<:
" "
~ ~ ~
~ 'C '"
- ,,-"
,,~
~. <<lO
- '" >-
~
'"
Z
'"
i!:
g
u
~
:>
u
'"
'"
,..
o
~ ~
d ~
< ~
i::
g
'"
'"
:;j
o
<
Q
~
'"
'"
8
5
~
o
~
u
< -
! l
~
~
~
~
~o
0>
:.IZ~
=""l::.I
;.-=z
-
.:.: c
._ CV I
0:2",-
~ ~'-.\
C ~"
J::.
Q el
->
.. 3 ~
>..<:::\<'3
al~O
,,0
. "
~'E8
8~N
c.-
.t: ~ a-
LIJ" ..
....!:!.!l
~~8
g
~
:9
o
e
.~ is
c "
g .5
. "8
';~N
i~a;
.~ ~
~C3
:9
. ~
~Q
~"Q
. "Ii<
'u ; N
'E c-
.oii:Oi
g.... .'
....!:!.!l
~i= ~