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2009-27243 ResoRESOLUTION NO. 2009- 27243 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THREE LOANS FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN POOL PROGRAM AND, AS EVIDENCE OF SUCH LOANS, (i) THE ISSUANCE OF NOT TO EXCEED $14,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2009)-lA, FOR THE PRINCIPAL PURPOSE OF REFUNDING A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 2000 (THE "2000 BONDS"), PURSUANT TO SECTION 210 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995, (ii) THE ISSUANCE OF NOT TO EXCEED $12,065,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2009)-IB, FOR THE PRINCIPAL PURPOSE OF REFUNDING AN ADDITIONAL PORTION OF THE CITY'S OUTSTANDING 2000 BONDS, PURSUANT TO SECTION 210 OF SAID RESOLUTION NO. 95-21585, AND (iii) THE ISSUANCE OF NOT TO EXCEED $30,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2009)-IC, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY, PURSUANT TO SECTION 209 OF SAID RESOLUTION NO. 95- 21585; PROVIDING THAT SAID LOANS AND SERIES 2009)-1 BONDS SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585, A CERTAIN LOAN AGREEMENT RELATING TO THE LOANS AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE LOANS AND THE SERIES 2009)-1 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE LOANS, THE ISSUANCE OF THE SERIES 2009)-1 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING THE NEGOTIATED BORROWING AND SALE OF THE SERIES 2009)-1 BONDS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION, AUTHENTICATION AND DELIVERY OF THE SERIES 2009)-1 BONDS; APPOINTING A BOND REGISTRAR FOR THE SERIES 2009)-1 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE LOAN AGREEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2009)-1 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND REDEMPTION OF THE BONDS TO BE REFUNDED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; APPROVING THE FORM OF AND USE OF CERTAIN DISCLOSURE INFORMATION; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City") currently owns, maintains and operates a Water and Sewer Utility (as such term and all other capitalized terms used in this resolution and not defined herein are defined in the hereinafter described Original Resolution or Loan Agreement); and WHEREAS, the City has heretofore issued its $54,310,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000, all of which are currently Outstanding (the "2000 Bonds"), pursuant to Resolution No. 95-21585 adopted by the Commission on May 17, 1995 (the "Original Resolution" and as amended and supplemented from time to time, the "Bond Resolution") and Resolution No. 2000-24041 adopted by the Commission on July 26, 2000 (the "2000 Resolution"); and WHEREAS, the City has heretofore issued its (i) $8,500,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2006B-1, all of which are currently Outstanding; (ii) $18,300,000 City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006B-2, all of which are currently Outstanding; (iii) $27,500,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2006C, of which $16,995,000 remains Outstanding; and (iv) $5,700,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006E, all of which are currently Outstanding, each pursuant to the Bond Resolution, Resolution No. 2006-26153 adopted by the Commission on March 8, 2006, and Resolution No. 2006-26175 adopted by the Commission on April 11, 2006; and WHEREAS, the City has determined that it is financially beneficial to authorize the refunding of a portion of the 2000 Bonds, as shall be determined by the Mayor in accordance with the provisions of this resolution (the 2000 Bonds to be refunded hereinafter referred to as the "Bonds to be Refunded"); and WHEREAS, the City has further determined that certain capital improvements to the Water and Sewer Utility as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the "Series 2009 Project") are necessary and desirable for the furtherance of the health, safety and welfare of the users of the Water and Sewer Utility and the residents of the City; and WHEREAS, the City of Gulf Breeze, Florida (the "Sponsor"), has established a loan pool program (the "Program") for the purpose of financing and refinancing certain projects of participating local governmental entities situated in the State of Florida; and 2 WHEREAS, the City has determined that it is financially beneficial to borrow funds from the Program pursuant to loans to be made by the Sponsor to the City thereunder in aggregate principal amounts not to exceed (i) $14,500,000 (the "Series 2009)-lA Loan") and (ii) $12,065,000 (the "Series 2009)-1 B Loan"), collectively to pay, together with any other available moneys of the City and the Sponsor, the Cost of refunding the Bonds to be Refunded; and WHEREAS, the City has further determined that it is financially beneficial to borrow funds from the Program pursuant to a loan to be made by the Sponsor to the City thereunder in an aggregate principal amount not to exceed $30,000,000 (the "Series 2009)-1C Loan" and together with the Series 2009)-lA Loan and the Series 2009)-1B Loan, the "Series 2009)-1 Loan") to pay, together with any other available moneys of the City, the Cost of the Series 2009 Project; and WHEREAS, to evidence its obligation to repay the Series 2009)-1 Loan, the City will execute and deliver a Loan Agreement (the "Loan Agreement") and issue two Series of Refunding Bonds and a Series of Additional Bonds under the Bond Resolution as described below; and WHEREAS, Section 210 of the Original Resolution provides for the issuance of Refunding Bonds under the Bond Resolution for the purpose of refunding all or any portion of the outstanding Bonds of any one or more Series, upon meeting certain conditions contained in said Section 210; and WHEREAS, in accordance with the requirements of Section 210 of the Original Resolution, the Commission hereby determines that the refunding of the Bonds to be Refunded is in the best interests of the City and the users of the Water and Sewer Utility as it will result in debt service savings which will lower the cost of operating the Water and Sewer Utility and be financially beneficial to the City and the users of the Water and Sewer Utility; and WHEREAS, the City has determined to issue with respect to the Series 2009)-lA Loan and the Series 2009)-1B Loan, two Series of Refunding Bonds (the "Series 2009)-lA Bonds" relating to the Series 2009)-lA Loan and the "Series 2009)-1B Bonds" relating to the Series 2009)-1B Loan) pursuant to the provisions of Section 210 of the Original Resolution and this resolution, which constitutes a Series Resolution for each of the Series 2009)-lA Bonds and the Series 2009)-1B Bonds under the Bond Resolution, for the purpose of providing funds, together with any other available moneys of the City and the Sponsor, for refunding, defeasing and redeeming the Bonds to be Refunded, including the payment of redemption premium thereon and interest to accrue to their redemption date, and paying certain expenses incurred in such issuance, refunding, defeasance and redemption (collectively, the "Refunding Requirements"); and WHEREAS, Section 209 of the Original Resolution provides for the issuance of Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209; and WHEREAS, the Series 2009 Project constitutes Improvements under the Bond Resolution; and WHEREAS, the City has determined to issue with respect to the Series 2009)-1C Loan, a Series of Additional Bonds (the "Series 2009)-1C Bonds" and together with the Series 2009)-lA Bonds and the Series 2009)-1B Bonds, the "Series 2009)-1 Bonds") pursuant to the provisions of Section 209 of the Original Resolution and this resolution, which constitutes a Series Resolution for the Series 2009)-1C Bonds under the Bond Resolution, for the purpose of paying, together with any other available moneys of the City, the Cost of the Series 2009 Project; and WHEREAS, the Commission has determined that it is in the best interest of the City to delegate to the Mayor, who shall rely upon the recommendations of the Chief Financial Officer of the City (the "Chief Financial Officer"), who is the officer succeeding to the principal functions of the Finance Director, and Public Resources Advisory Group, acting as the City's financial advisor (the "Financial Advisor"), the determination of various terms of the Series 2009)-1 Loan and the Series 2009)-1 Bonds, the determination of the 2000 Bonds which will constitute the Bonds to be Refunded, and other actions in connection with the Series 2009)-1 Loan, the issuance of the Series 2009)-1 Bonds, and the refunding, defeasance and redemption of the Bonds to be Refunded, all as provided and subject to the limitations contained herein; and WHEREAS, the City has determined that a negotiated borrowing under the Program and sale of the Series 2009)-1 Bonds as described in the Loan Agreement and herein is in the best interest of the City (rather than a sale through competitive bidding) because the Program offers (i) borrowing at lower costs than those which the City could command in the market and (ii) flexibility of financing which could not be obtained in a sale through competitive bidding; and WHEREAS, the City has determined that the Series 2009)-1 Loan and the issuance of the Series 2009)-1 Bonds for the purposes described in the resolution will serve a valid public and municipal purpose. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. The above recitals are incorporated herein as findings. SECTION 2. Subject to the provisions contained in this resolution and the provisions of the Loan Agreement, the Bond Resolution and the Series 2009)-1 Bonds, the Series 2009)-1 Loans are hereby authorized and approved. SECTION 3. (a) With respect to the Series 2009)-lA Loan, a Series of Refunding Bonds of the City in an aggregate principal amount not to exceed $14,500,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 210 of the Original Resolution and the authority granted to the City by the Act and Chapter 159, Part VII, Florida Statutes, as amended (the "Taxable Bond Act"), for the purpose of providing funds, together with any other available moneys of the City and the Sponsor and together with the proceeds of the Series 2009)-1B Bonds, to pay the Refunding Requirements. The Series 2009)-lA Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2009)-lA," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity of such Series 2009)-lA Bonds equal to the then Outstanding 4 principal amount of such maturity and shall be numbered R-1 upwards. (b) With respect to the Series 2009)-1B Loan, a Series of Refunding Bonds of the City in an aggregate principal amount not to exceed $12,065,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 210 of the Original Resolution and the authority granted to the City by the Act and the Taxable Bond Act, for the purpose of providing funds, together with any other available moneys of the City and the Sponsor and together with proceeds of the Series 2009)-lA Bonds, to pay the Refunding Requirements. The Series 2009J- 1B Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2009)-1B," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity of such Series 2009)-1B Bonds equal to the then Outstanding principal amount of such maturity and shall be numbered R-1 upwards. (c) With respect to the Series 2009)-1C Loan, a Series of Additional Bonds of the City in an aggregate principal amount not to exceed $30,000,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 209 of the Original Resolution and the authority granted to the City by the Act and the Taxable Bond Act, for the purpose of paying, together with any other available moneys of the City, the Cost of the Series 2009 Project as described in Exhibit A hereto. The Series 2009)-1C Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2009)-1C," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity of such Series 2009)-1 C Bonds equal to the then Outstanding principal amount of such maturity and shall be numbered R-1 upwards. (d) Each Series of the Series 2009)-1 Bonds shall be issued in such aggregate principal amount, shall be dated and issued at such time or times, shall be in the form of Serial Bonds and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such rates, but not to exceed the maximum rate permitted by law, shall be stated to mature on such dates, but not later than December 1, 2039, as to any Term Bonds, shall have Amortization Requirements payable in such amounts and on such dates, and shall be subject to redemption and/or prepayment prior to maturity, if any, all as shall be determined by the Mayor, after consultation with the Chief Financial Officer and the Financial Advisor, and specified in the Series 2009)-1 Bonds and/or the Loan Agreement. Term Bonds, if any, will be callable at par, without premium, each year in amounts equal to the respective Amortization Requirements established therefor. Principal of and interest and redemption premium, if any, on the Series 2009)-1 Bonds shall be payable in accordance with the provisions of the Bond Resolution as modified by the provisions of the Series 2009)-1 Bonds and the Loan Agreement. The execution and delivery of the Series 2009)-1 Bonds and the Loan Agreement shall be conclusive evidence of the City's approval of the details of the Series 2009)-1 Bonds. SECTION 4. In accordance with the provisions of the Bond Resolution and the Loan Agreement, the Series 2009)-1 Loan and the Series 2009)-1 Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the extent provided in the Bond Resolution and the Loan Agreement, from certain Funds and Accounts which are pledged to the payment thereof in the manner provided in the Bond Resolution and the Loan Agreement, and nothing shall be construed as obligating the City to pay the Series 2009)-1 Loan and the 5 Series 2009)-1 Bonds except from the Net Revenues and, to the extent provided in the Bond Resolution and the Loan Agreement, said Funds and Accounts or as pledging the full faith and credit of the City or any form of taxation whatever to such payments; provided, however, that notwithstanding anything to the contrary contained in the Bond Resolution, the Series 2009)-1 Loan and the Series 2009)-1 Bonds shall not be secured by, nor payable from moneys, Reserve Account Insurance Policies or Reserve Account Letters of Credit on deposit in, the Reserve Account created under the Bond Resolution, and the Reserve Account Requirement with respect to the Series 2009)-1 Bonds shall be $0.00. SECTION 5. For the reasons set forth in the preambles to this resolution, the negotiated borrowing under the Program and sale of the Series 2009)-1 Bonds as described in the Loan Agreement and herein is in the best interest of the City. Upon compliance with the requirements of Section 218.385, Florida Statutes, as amended, the award of the Series 2009)-1 Bonds to the Sponsor is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 98.50% of the aggregate principal amount of the Series 2009)-1 Bonds and at a true interest cost rate not to exceed 5.75%, as shall be determined by the Mayor, after consultation with the Chief Financial Officer and the Financial Advisor. The execution and delivery of the Series 2009)-1 Bonds and the Loan Agreement shall be conclusive evidence of the City's approval of the negotiated borrowing under the Program and sale and award of the Series 2009)-1 Bonds in accordance with the provisions of this resolution, including specifically this Section 5. SECTION 6. The Series 2009)-1 Bonds shall be in substantially the forms attached to the Loan Agreement, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney. The Series 2009)-1 Bonds shall be issued in certificated form, registered in the name of U.S. Bank National Association, as successor Trustee (the "Trustee"), as assignee of the Sponsor, and shall be executed in the manner provided in the Bond Resolution. The execution and delivery of the Series 2009)-1 Bonds shall be conclusive evidence of the City's approval of the Series 2009)-1 Bonds. SECTION 7. U.S. Bank National Association is hereby appointed as Bond Registrar for the Series 2009)-1 Bonds. 6 SECTION 8. The Bond Registrar is hereby authorized and directed to authenticate the Series 2009)-1 Bonds and to deliver the Series 2009)-1 Bonds to or upon the order of the Sponsor upon payment of the purchase price and satisfaction of the conditions contained in Section 209 and Section 210, as applicable, of the Original Resolution. SECTION 9. The Loan Agreement, in substantially the form presented at the meeting at which this resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, is hereby approved. The City hereby authorizes the Mayor and the City Clerk to execute and deliver the Loan Agreement. The execution and delivery of the Loan Agreement shall be conclusive evidence of the City's approval of the Loan Agreement. SECTION 10. (a) The proceeds of the Series 2009)-1 Bonds and, to the extent determined by the Chief Financial Officer, moneys on deposit in the Debt Service Account on account of the Bonds to be Refunded, shall be applied in accordance with the provisions of Section 209 and Section 210, as applicable, of the Original Resolution and this resolution, all as shall be specified in the Loan Agreement and the Escrow Deposit Agreement (hereinafter defined). (b) In accordance with the provisions of the Bond Resolution, there is to be created pursuant to the Escrow Deposit Agreement a "City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000 Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent (hereinafter defined), for the deposit of proceeds of the Series 2009)-lA Bonds, the Series 2009)-1B Bonds and any other available moneys to be applied as shall be provided in the Escrow Deposit Agreement. (c) In accordance with the provisions of the Bond Resolution, there is hereby created within the Construction Fund a "Series 2009)-1C Construction Account" for the deposit of proceeds of the Series 2009)-1C Bonds to be applied to the payment of the Cost of the Series 2009 Project, other than any portion thereof representing expenses incurred in connection with entering into the Series 2009)-1C Loan and the issuance of the Series 2009)-1C Bonds and paid by the Trustee from proceeds of the Series 2009)-1C Bonds. (d) The proceeds of the Series 2009)-1 Bonds shall be invested in accordance with the provisions of Section 602 of the Original Resolution and the Loan Agreement as determined by the Chief Financial Officer; provided, however, that the portion of the proceeds of the Series 2009)-1 A Bonds and the Series 2009)-1 B Bonds and other available moneys deposited in the Escrow Deposit Trust Fund shall be invested as provided in Section 11 of this resolution and in the Escrow Deposit Agreement. SECTION 11. The refunding, defeasance and redemption of the Bonds to be Refunded is hereby authorized and approved. The Mayor, after consultation with the Chief Financial Officer and the Financial Advisor, is hereby authorized to determine the 2000 Bonds which will constitute the Bonds to be Refunded, as shall be set forth in the Escrow Deposit Agreement. The Bonds to be Refunded shall be redeemed on September 1, 2010, at a redemption price of 101 % of the principal amount of the Bonds to be Refunded. The Mayor and 7 the City Clerk are hereby authorized to execute and deliver an Escrow Deposit Agreement to provide for the defeasance, payment and redemption of the Bonds to be Refunded (the "Escrow Deposit Agreement") with U.S. Bank National Association, which is hereby appointed escrow agent with respect to the Bonds to be Refunded (the "Escrow Agent"), in substantially the form presented at the meeting at which this Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney. The purchase of Government Obligations (as limited under the 2000 Resolution) from the proceeds of the Series 2009)-lA Bonds, the Series 2009)-1B Bonds and other available moneys in order to provide for the defeasance, payment and redemption of the Bonds to be Refunded is hereby authorized and approved. The execution and delivery of the Escrow Deposit Agreement by the Mayor and City Clerk shall be conclusive evidence of the City's approval of the portion of the 2000 Bonds which will constitute the Bonds to be Refunded, the Escrow Deposit Agreement and the purchase of the Government Obligations. SECTION 12. The appendices to the Sponsor's (i) Preliminary Remarketing Circular and final Remarketing Circular in connection with the remarketing of the Sponsor's Program Bonds, as defined in the Loan Agreement (collectively, the "Remarketing Circulars"), and (ii) Preliminary Official Statement and final Official Statement in connection with a refunding of all or a portion of the Program Bonds (collectively, the "Refunding Official Statements"), containing certain information regarding the Water and Sewer Utility and the City (collectively, the "Appendices"), in substantially the form presented at the meeting at which this resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Chief Financial Officer, after consultation with the City Attorney, are hereby approved. The inclusion of the Appendices and the City's latest available audited financial statements in the Remarketing Circulars and Refunding Official Statements is hereby authorized. SECTION 13. The Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), in substantially the form presented at the meeting at which this resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Chief Financial Officer, after consultation with the City Attorney, is hereby approved. The City hereby authorizes the Chief Financial Officer to execute and deliver the Continuing Disclosure Certificate. The execution and delivery of the Continuing Disclosure Certificate shall be conclusive evidence of the City's approval of the Continuing Disclosure Certificate. SECTION 14. The retention of Public Resources Advisory Group as the City's financial advisor in connection with the Series 2009)-1 Loan, the issuance of the Series 2009)-1 Bonds and the refunding, defeasance and redemption of the Bonds to be Refunded is hereby approved and ratified. SECTION 15. No covenant, stipulation, obligation or agreement contained in this resolution or in the Bond Resolution, the Series 2009)-1 Bonds, the Loan Agreement, the Escrow Deposit Agreement or the Continuing Disclosure Certificate shall be deemed to be a covenant, stipulation, obligation or agreement of any member, official, officer, agent or employee of the City or the Commission in its individual capacity, and neither the members of the Commission nor any officials or officers executing the Series 2009)-1 Bonds, the Loan Agreement, the 8 Escrow Deposit Agreement or the Continuing Disclosure Certificate shall be liable personally or be subject to any personal liability or accountability. SECTION 16. Except as otherwise expressly provided in this resolution or in the Bond Resolution, the Series 2009)-1 Bonds, the Loan Agreement, the Escrow Deposit Agreement or the Continuing Disclosure Certificate, nothing in this resolution or in such documents, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than, as applicable, the City, the Administrator, the Credit Issuers (as defined in the Loan Agreement), if any, the Sponsor, the Trustee, the Bond Registrar, the Escrow Agent and, with respect to the Continuing Disclosure Certificate, the other parties described in said document, any rights, remedy or claim, legal or equitable, under and by reason of this resolution or such documents, this resolution and such documents intended to be and being for the sole and exclusive benefit, as applicable, of the City, the Administrator, the Credit Facility Issuer, the Sponsor, the Trustee, the Bond Registrar, the Escrow Agent and, with respect to the Continuing Disclosure Certificate, the other parties described in said document. SECTION 17. The City covenants and agrees that this resolution shall constitute a contract between the City and the owners from time to time of the Series 2009)-1 Bonds and that all covenants and agreements set forth in this resolution, the Series 2009)-1 Bonds and the Loan Agreement to be performed by the City shall be for the equal and ratable benefit and security of all owners of the Series 2009)-1 Bonds. SECTION 18. If any one or more of the covenants, agreements or provisions contained in this resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions of this resolution or the Bond Resolution, the Series 2009)-1 Bonds, the Loan Agreement, the Escrow Deposit Agreement or the Continuing Disclosure Certificate. SECTION 19. The officers, agents and employees of the City, the Bond Registrar and the Escrow Agent are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2009)-1 Bonds, the Bond Resolution, the Loan Agreement, the Escrow Deposit Agreement, the Continuing Disclosure Certificate and this resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Series 2009)-1 Bonds, the Bond Resolution, the Loan Agreement, the Escrow Deposit Agreement, the Continuing Disclosure Certificate and this resolution. 9 2009-27243 SECTION 20. This resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED thisl4th day of October 2009. [SEAL] ay r Matti Herrera Bower ATTEST: ~~ ~~ City Clerk Robert Parcher APPROVED AS TO FORM & LANGUAGE & FOR,IJ~ECUTION ~~ q U~ at 10 COMMISSION ITEM SUMMARY Condensed Title: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida authorizbg three bans from the City of Guff Breeze, Florida Local Govemment Loan Program and, as evidence of such loans, (i) the issuance of not to exceed $14,500,000 in aggregate principal amount of City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2009)-1 A, for the principal purpose of refunding a portion ofthe Cil's outstanding Water and Sewer Revenue Bonds, Series 2000 (the "2000 Bonds"), pursuant to Section 210 of Resolution No. 95-21585, (ii) the issuance of not to exceed $12,065,000 in aggregate principal amount of City of Miami Beach, Forida Water and Sewer Revenue Refunding Bonds, Taxable Series 2009)-1 B, for the principal purpose of refunding an additional portion of the City's outstanding 2000 Bonds, pursuant to Section 210 of Resolution No. 95-21585, and (iii) the issuance of not to exceed $30,000,000 in aggregate principal amount of City of Miami Beach, Forida W ater and Sewer Revenue Bonds, Taxable Series 2009)-1 C, for the principal purpose of paying the cost of certain improvements to the W ater and Sewer Utility, pursuant to Section 209 of Resolutbn No. 95-21585. Key Intended Outcome Supported: ~ Ensure well-maintained infrastructure. Issue: Shall the City authorize the issuance of Water and Sewer debt for the purpose of refinancing $23.6 million of outstanding Series 2000, Water & Sewer Revenue Bonds and providing $29.9 million for Water and Sewer Projects? item summa iKecommendation: The Administration recommends the City Commission adopt the proposed Resolution which authorizes the Cit)rof Miami Beach to execute loan agreements from the City of Guff Breeze Local Govemment Loan Pool Program for the principal purpose of paying the cost of certain improvements to the W ater and Sewer Utility System of approximately $29.9 millbn and to refund a portion of the City's outstanding Series 2000, W ater and Sewer Revenue Bonds of appro~amately $23.6 million. The benefd of this transaction is twofold. First, we estimate present value savings of approximately E2 3 million on existing payments of principal and interest our Water and Sewer Revenue Bonds and present value savins~s of approximately 5840 000 on our Stormwater bonds .Additionally, we have negotiated with the Loan Program and thev have agreed to pavan estimated 54 2 million of bond issuance and other expenses that the City would ordinan a for the combined issuance of the Stormwater and W ater and Sewer Bonds. Advisory Board Recommendation: On September 24, 2009, the Finance and Citywide Projects Committee unanimously approved the refinancing of a portion of the outstanding Series 2000 Water & Sewer Revenue Bonds along with the issuance of an additional $29.9 million in new money. Financial Information: Source of Amount Account Approved Funds: ~ Paid by Water & Sewer Fund Revenues Fund 425 2 3 4 OBPI Total Financial Impact Summa Clerk's Office Legislative Tracking: Trish Walker Sign-Offs: Department Director Ass taut City Manager City Manager ~ A u ~\ J1 ~ ~~~ ~ ~ ~~~ ~ AGENDA ITEM ~ - X DATA lU- m MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM To: Mayor Matti Herrera Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager DATE: October 14, 2009 SUBJECT: A RESOLUTION OF THE MAYOR A D ITY'CtJN`MISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTH ING THREE LOANS FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN POOL PROGRAM AND, AS EVIDENCE OF SUCH LOANS, (i) THE ISSUANCE OF NOT TO EXCEED $14,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2009)-1A, FOR THE PRINCIPAL PURPOSE OF REFUNDING A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 2000 (THE "2000 BONDS"), PURSUANT TO SECTION 210 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995, (ii) THE ISSUANCE OF NOT TO EXCEED $12,065,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2009J- 1 B, FOR THE PRINCIPAL PURPOSE OF REFUNDING AN ADDITIONAL PORTION OF THE CITY'S OUTSTANDING 2000 BONDS, PURSUANT TO SECTION 210 OF SAID RESOLUTION NO. 95-21585, AND (iii) THE ISSUANCE OF NOT TO EXCEED $30,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2009)-1 C, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY, PURSUANT TO SECTION 209 OF SAID RESOLUTION NO. 95-21585; PROVIDING THAT SAID LOANS AND SERIES 2009)-1 BONDS SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585, A CERTAIN LOAN AGREEMENT RELATING TO THE LOANS AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE LOANS AND THE SERIES 2009)-1 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE LOANS, THE ISSUANCE OF THE SERIES 2009)-1 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING THE NEGOTIATED BORROWING AND SALE OF THE SERIES 2009)-1 BONDS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION, AUTHENTICATION AND DELIVERY OF THE SERIES 2009)-1 BONDS; APPOINTING A BOND REGISTRAR FOR THE SERIES 2009)-1 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE LOAN AGREEMENT; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2009)-1 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND REDEMPTION OF THE BONDS TO BE REFUNDED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELNERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; APPROVING THE FORM OF AND USE OF CERTAIN DISCLOSURE INFORMATION; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS The City has the opportunity to achieve a financing at tax-exempt rates for new capital projects for the Water and Sewer System and to refund outstanding debt related to the City's Water and Sewer System by borrowing funds from the Gulf Breeze, Florida Local Government Loan Program (Loan Program). The financing plan involves entering into loan agreements with the Loan Program which has pre-1986 tax-exempt funds. Such funds pre- date certain specific current Federal regulations created by the 1986 Tax Code. Many Florida governmental entities have utilized the Loan Program for similar reasons including the City of Miami Beach. The Term Sheet for the proposed loan is attached as Exhibit A. The benefit of this transaction is twofold. First, we estimate present value savings of approximately $2.3 million on existing payments of principal and interest our Water and Sewer Revenue Bonds and present value savins~s of approximately $840 000 on our Stormwater bonds .Additionally, we have negotiated with the Loan Program and they have agreed to pavan estimated $4.2 million of bond issuance and other expenses that the City would ordinarily payforthe combined issuance of the Stormwaterand Waterand Sewer Bonds.. We have confirmed with Tax Counsel for the Gulf Breeze Program that the Loan Program pre-1986 tax-exempt funds may be used to both refund such Bonds and for additional new projects. Other Components • The approximately $74 million which will be available to City of Miami Beach on December 1, 2009 will be marketed as long-term fixed rate bonds maturing on December 1, 2020. This is consistent with all prior loans between the City and the Loan Program. These bonds will be secured by the City's loan repayments. Cross-over Refunding Given that the City desires along-term amortization for the new money loan (2009J- 1B) and the existing Loan Program Bonds mature on December 1, 2020, Gulf Breeze will issue tax-exempt Cross Over Refunding Bonds on December 1, 2009 and deposit the proceeds in an escrow to repay the balance of the Series 2009)-1 B bonds on maturity and the City's loan payments beginning December 1, 2021 will repay these Bonds through December 1, 2039. ^ Repair or replacement of existing force mains and construction of new force mains, ^ Rehabilitation, replacement, or addition of generators to all pump stations pumping into a 12-inch or larger main, or receiving flow from a force main, ^ Pump station site rehabilitation, including maintenance accessibility, landscaping, and odor control, ^ Replacement of undersized sanitary sewer lines, ^ Engineering services for sewer pipe repairs and replacements, ^ SCADA system upgrades at sewer pump stations and central control room, and ^ Other improvements that add operational capacity or efficiency, reduce maintenance or extend useful life. Water Svstem Improvements ^ Replacement of galvanized iron water mains, ^ Replacement of undersized water mains to improve fire flow and pressure conditions, ^ Replacement of old, tuberculated water mains, ^ Replacement of water service lines, meter boxes and meters, ^ Installation of valves and fire hydrants as needed, • Engineering services for sewer pipe repairs and replacements, ^ SCADA system upgrades at water pump stations and central control room, and • Other improvements that add operational capacity or efficiency, reduce maintenance or extend useful life. The Commission may approve by resolution other Improvements as part of the Series 2009 Project in addition to and/or in lieu of one or more of the above Improvements; provided that prior to the expenditure of any proceeds of the Series 2009)-1 C Bonds for such additional Improvements, the Sponsor shall have received an opinion of nationally recognized bond counsel of its choosing, to the effect that such expenditure will not adversely affect the exclusion of interest on the Program Bonds from gross income for federal income tax purposes. BACKGROUND The City has significantly benefited by financing several of its projects through the Loan Program. In 2000 the City borrowed $30 million for General Obligation related projects. In this transaction, substantially all of the financing costs were paid for by excess investment earnings of the Loan Program and not by the City. In 2001, the City borrowed $47,145,000 annual appropriations financing which allowed the City to finance certain projects, such as the golf course renovations, on atax-exempt basis which under prevailing tax law would restrict such atax-exempt transaction. In addition to the significant annual interest savings the City realized savings in its upfront financing costs for both of these transactions in excess of $1.5 million. In 2006, the City achieved atax-exempt financing to refund 100% of the Series 1995 Water and Sewer Revenue Bonds and also fund $23.2 million for new projects. Except forthe use of pre-1986 tax-exempt funds available from the Gulf Breeze Pool, the City could not have achieved this tax-exempt financing. This financing resulted in a True Interest Cost of 4.5% and the Gulf Breeze Pool subsidized approximately $1.6 million of the costs of issuance, bond insurance and remarketing fees. Attached as Exhibit B is a matrix reflecting $630,515,640 of loans made by the Loan Program to units of local governments in Florida. Several notable transactions in addition to the City of Miami Beach include: Borrower Purpose Amount Greater Orlando Aviation Authority Hyatt Hotel $33,900,000 City of Boca Raton Mizner Park 65,280,000 City of Homestead MotorSport Complex 28,215,000 Escambia County Capital Improvements 30,000,000 St. Johns County Convention Center 18,275,000 Finance and Citvwide Proiects Committee Meeting of September 24 2009 The Finance and Citywide Projects Committee approved a waiver to allow Richard Montalbano, Managing Director for RBC Capital Markets who currently represents the City as Financial Advisor, to serve as remarketing agent to the Gulf Breeze Program for this transaction. Mr. Montalbano has acted as the exclusive remarketing agent for the City of Gulf Breeze Florida Local Government Loan Pool since 1999. Additionally, Mr. Montalbano will provide the City with full disclosure regarding the proposed change in his role from financial advisor to underwriter. The Committee also approved that Sonya C. Little, Public Resources Advisory Group, serve as the City's Financial Advisor for this transaction. Ms. Little has had prior experience with the Gulf Breeze Program loan and is very familiar with the loan documents and remarketing procedures. Ms. Little with be compensated for her services by the City of Gulf Breeze Loan Program and not by the City of Miami Beach. In addition, the Finance and Citywide Projects Committee unanimously approved the refinancing of a portion of the outstanding Series 2000 Water and Sewer Revenue Bonds along with the issuance of an additional $29.9 million in new money. Conclusion The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida, adopt the attached resolution, approve a waiverto allow Richard Montalbano, Managing Director of RBC Capital Markets who currently represents the City as Financial Advisor, to serve as remarketing agent to the Gulf Breeze Program for this transaction and engage Sonya C. Little, Managing Director, Public Resources Advisory Group as ourfinancial advisor for this transaction. JMG/PDW T:/Agenda/2009/October 14/Regular/Gulf Breeze 2009 Water & Sewer Bonds-Comm Memo Exhibit A City of Miami Beach Gulf Breeze, Florida Local Government Loan Program Series 2009 Loans Term Sheet Background: See E~ibit A -Background Amount: Total Combined Loan Amount $69.820.000 Components: • Loan 2009 -J-1A Water & Wastewater -Refunding $13,630,000 • Loan 2009-J-1C Water & Wastewater -New Money $29,925,000 • Loan 2009-J-1 B Water & Sewer Refunding $10,000,000 • Loan 2009-J-2 Stormwater Refunding $16.265.000 Total X69.820.000 Purpose: Loan 2009 - J1A Refunding all outstanding Series 2000 Water and Wastewater Revenue Bonds maturing through December 1, 2020 resulting in PV savings of appro~amately $837,000 or 6.20% of refunded bonds. • Loan 2009 - J 1-C Provide $29,925,000 million to fund water and wastewater capital project • Loan 2009-J1-B Refunding all outstanding Series 2000 Water & Sewer Revenue Bonds maturing from December 1, 2021 through December 1, 2023 resulting in PV savings of appro~amately $1,500,000 or 15% of refunded bonds. • Loan 2009-J2 Refunding all outstanding Series 2000 Stormwater Revenue Bonds maturing on December 1, 2011 through December 1, 2020 resulting in PV savings of appro~amately $840,000 or 5.25% of refunded bonds. Maturity: Loan 2009 - J1A Water & Wastewater Refunding Dec. 1, 2020 • Loan 2009 - J1 C -Water 8~ Wastewater New Money Dec. 1, 2039 • Loan 2009 - J 1 B -Water & Wastewater Refunding Dec. 1, 2020 • Loan 2009 - J2- Stormwater Refunding Dec. 1, 2020 See attached loan amortization schedules Prepayment Loan 2009 - J1A Water & Wastewater Refunding Options: Non-Callable • Loan 2009 - J 1 C -Water & Wastewater New Money Par call on 12/1 /19 • Loan 2009 - J 1 B -Water & Wastewater Refunding Par call on 12/1 /19 • Loan 2009 - J2- Stormwater Refunding Non-Callable Estimated Upfront Financing Costs: Additional Gulf Breeze Equity Contributions Payable by Miami Beach $ 0 Payable by Loan Program $1,846,496 (Include all Loan Program fees, professional fees and rating agencies) Negative Arbitrage for Short Escrows $1,090,000 Call Premiums $ 395,350 Bond Insurance (If economically beneficial and available) 900 000 Total Paid by Gulf Breeze Estimated True Interest Cost: Insured Uninsured Loan 2009 - J 1 A 4.14% 4.34% Loan 2009 - J 1 C 4.95% 5.05% Loan 2009 - J1 B 4.65% 4.85% Loan 2009 J2 3.89% 4.09% Combined Loans 4.82% 5.02% Exhibit B GOVERNMENT CREDIT CORPORATION 2929 Langley Avenue, Suite 201 Pensacola, FL 32504 1985 Gulf Breeze Pool - Series A - E I Series A Original Amt Purpose Mode Closing Date Collier County 1,800,000 Solid Waste Facilities variable (A) 04/08/1987 Crestview 900,000 Wastewater Extension variable (A) 11/07/1986 Daytona 14,200,000 Marina Construction variable (A) 08/05/1986 Daytona 900,000 Police Complex variable (A) 09/05/1986 Daytona 800,000 Peabody Auditorium variable (A) 09/05/1986 Gulf Breeze 700,000 Municipal Improvements variable (A) 05/14/1987 Gulf Breeze 1,300,000 Utility Extension variable (A) 05/14/1987 Live Oak 600,000 Streets variable (A) 10/01/1987 Pensacola 15,555,000 Capital Improvements variable (A) 12/17/1987 Pensacola Gas 6,400,000 Improvements variable (A) 09/11/1987 West Miami 4,306,000 Wastewater Collection variable (A) 08/08/1987 Debt Service 12,333,400 Reserve TOTAL 59,794,400 Series B Original Amt Purpose Mode Closing Maturity Date Alachua 1,000,000 Streets and Drainage Fixed (B) 05/27/1987 12/01/2014 Arcadia 2,900,000 FmHA Refinancing Fixed (B) 07/01/1988 12/01/2015 Atlantic Beach 2,160,000 Utility Fixed (B) 01/06/1989 12/01/2013 Atlantic Beach 1,400,000 Gas Tax Fixed (B) 01/06/1989 12/01/1996 Auburndale 1,265,000 Water & Sewer Refinancing Fixed (B) 07/01/1988 12/01/2015 Avon Park 4,300,000 FmHA Refinancing Fixed (B) 07/01/1988 12/01/2015 Baker County 1,000,000 Street Improvements Fixed (B) 01/06/1989 12/01/1994 Cape Coral 2,320,000 Municipal Improvements Fixed (B) 11/01/1988 12/01!2012 Cape Coral 5,800,000 Sea Wall, Goff Course Fixed (B) 06/01/1987 12/01/2013 Clermont 2,200,000 FmHA Refinancing Fixed (B) 07/01/1988 12/01/2015 Columbia County 6,090,000 Solid Waste Ref. Bds Fixed (B) 09/01/1995 12/01/2011 ECUA 10,000,000 Water/Sewer Improvements Fixed (B) 08/03/1987 12/01/2002 ECUA 5,000,000 Utility Improvements Fixed (B) 07/01/1988 12/01/2008 Edgewater 650,000 FmHA Refinancing Fixed (B) 09/01/1988 12/01/2015 Escambia County 14,000,000 Capital Improvements Fixed (B) 10/01/1999 12/01/2004 Femandina 3,160,000 Utilities Fixed (B) 01/06/1989 12/01/2015 Beach Femandina 2,060,000 FmHA Refinancing Fixed (B) 07/01/1988 12/01/2015 Beach Ft. Myers 10,420,000 Refunding -Baseball Complex Fixed (B) 10/01/1999 12/01/2015 GOAA 14,700,000 Hotel Financing Variable (B) 07/01/1998 12/01/2008 Hillsborough 14,215,000 Criminal Justice Facility Fixed (B) 10/01/1987 12/01/1997 Homestead 1,600,000 Motor Sports Facility Variable (B) 02/27/1997 11/01/2015 Homestead 2,400,000 Motor Sports Facility Variable (B) 04/15/1997 11/01/2015 Homestead 10,000,000 Motor Sports Facility Variable (B) 09/08/1998 11/01!2015 Largo 6,400,000 Refinancing Fixed (B) 06/03/1996 12/01/2013 Miami Beach 15,910,000 Municipal Improvements Fixed (B) 07/03/2000 12/01/2013 Miami Beach 2,200,000 Municipal Improvements Fixed 08/01/2001 12/01/2015 Miami Beach 18,300,000 Public Purpose (20008) Fixed (B) 05/01/2006 12/01/2019 Miami Beach 8,500,000 Refunding Fixed (B) 05/01/2006 12/01/2015 Milton 700,000 Road Improvements Fixed (B) 09/01/1988 12/01/2008 Milton 1,800,000 FmHA Refinancing Fixed (B) 07/01/1988 12/01/2008 Pahokee Pahok 3,710,000 Utilities Fixed (B) 01/06/1989 12/01/2015 ee Santa Rosa 2,060,000 1,250,000 FmHA Refinancing Warehouse Facility Fixed (B) Fixed (B) 07/01/1988 10/03/1988 12/01/2015 12/01/2008 St. Cloud 3,000,000 Road Improvements Fixed (B) 10/29/1986 08/01/2013 St. Cloud 1,860,000 Capital Improvements Fixed (B) 01/04/1988 12/01/2015 St. John's County 18,275,000 Refunding-Conv. Ctr Bonds Fixed (B) 04/01/2004 12/01/2020 Valparaiso 1,600,000 Sewer Extension Fixed (B) 05/22/1987 12!01 /2015 Debt Service 15,000,000 Reserve Total 219,205,000 Series C Original Amt Purpose Mode Closing Maturity Date Clearwater 415,000 Land Acquisition Variable (C) 01/05/1989 01/01/1999 Clearwater 980,000 Park Variable (C) 01/05/1989 12/01/1998 Collier County 1,390,000 Solid Waste Disposal Project Variable (C) 08/01/1988 04/01/1992 Daytona 729,700 Peabody Auditorium Variable (C) 08/01/1988 09/01/1996 Daytona 820,900 Police Complex Variable (C) 08/01!1988 09/01/1996 Daytona 14,200,000 Marina Variable (C) 08/01/1988 11/01/2015 Daytona 5,500,000 Commercial Facilities Variable (C) 11/30/1993 11/01/2015 Escambia County 16,000,000 Capital Improvements Fixed (C) 10/01/1999 12/01/2007 GOAA 19,290,000 Airport Hotel Variable (C) 07/01/1998 12/01/2015 Guff Breeze 680,000 Recreation Facility Variable (C) 08/01/1988 06/01/2007 Gulf Breeze 1,230,000 Gas, W ater & Sewer Variable (C) 08/01/1988 06/01/2007 Homestead 900,000 Motor Sports Facility Variable (C) 02/27/1997 11/01/2015 Homestead 5,100,000 Motor Sports Facility Variable (C) 07!15/1997 11/01/2015 Largo 7,685,000 Refinancing Fixed (C) 06/03/1996 12/01/2013 Live Oak 547,300 Paving/Resurfacing Variable (C) 08/01/1988 08/31/1995 Miami Beach 9,390,000 Refunding Fixed (C2) 08/01/2001 12/01/2015 Miami Beach 7,755,000 Refunding Fixed (C1) 08/01/2001 12/01/2015 Miami Beach 5,300,000 Refunding Fixed (C3) 08/01/2001 12/01/2015 Miami Beach 27,500,000 Refunding Fixed (C) 05/01/2006 12/01/2013 Niceville 2,260,000 Refinancing Fixed (C) 02/03/1997 11/01/2010 Oaks of 27,275,000 Housing Variable (C) 04/03/1989 01/01!1991 Clearwater Okaloosa Gas 9,000,000 Gas System Expansion Variable (C) 09/29/1988 09/01/2011 Pensacola 15,371,940 Capital Improvements Variable (C) 08/01/1988 12/01/2015 Pensacola Gas 6,400,000 Improvements Variable (C) 08/01/1988 12/01/2015 Pensacola Marina 2,700,000 Marina Variable (C) 09/11/1997 12/01/2014 Pensacola Marina 1,900,000 Marina Variable (C) 08/26/1998 12/01/2014 West Miami 4,271,400 Wastewater Collection Variable (C) 08/01/1988 08/01/2015 Debt Service 15,000,000 Reserve Total 209,591,240 Series E Loan Amount Purpose Mode Closing Maturity Date Boca Raton 4,520,000 Beautification Bonds Fixed (E) 04/03/1989 12/01/2003 Boca Raton 56,625,000 Mizner Park Fixed (E) 04/03/1989 12/01/2015 Boca Raton 4,135,000 Road Bonds Fixed (E) 04/03/1989 08/31/1995 Miami Beach 14,090,000 Municipal Improvements Fixed 07/03/2000 12/01/2020 (2000E) Miami Beach 10,000,000 Golf Course Fixed (E2) 08/01/2001 12/01/2020 Miami Beach 5,000,000 Golf Course Fixed (E1) 08/01/2001 12/01/2020 Miami Beach 7,500,000 Public Purpose Fixed (E3) 08/01/2001 12/01/2015 Miami Beach 5,700,000 Public Purpose Fixed (E) 05/01/2006 12/01/2020 Venice 19,355,000 Refinancing Water/Sewer Fixed (E) 06/01/2001 12/01/2015 Debt Service 15,000,000 Reserve Total 141,925,000 Total Loans 630,515,640 Closed Exhibit C Services Remarketing Opinion Loan Agreements Supplemental Indenture Bond Counsel Totals Sponsor Fees Special Tax Counsel Underwriter 6CC Orgination Fees Total Estimated Cost of Issuance Bonds Per $1000 Total 69,820 $2.00 $ 139,640 69,820 $1.25 87,275 69,820 $1.00 69,820 296,735 69,820 $1.00 69,821 69,820 $2.00 139,640 69,820 $10.00 698,200 69,820 $3.00 209,460 Sponsor Financial Advisor 69,820 $2.00 139,640 Disclosure Counsel 128,000 Rating Agenaes 80,000 City's Financial Advisor 85,000 Total Issuance Costs $ 1,846,496 Call Premiums ~ 395,350 1 Negative Arb for Short Escrows 1,090,000 2 Bond Insurance 900,000 Total issuance Costs and Contribution by Guff Breeze _~ 4,231,846 (1) Gulf Breeze has agreed to fund as an additional equity contribution (2) Gulf Breeze Loan program will pay the cost of bond insurance rf available and economically beneficial to plan of finance. EXHIBIT A SERIES 2009 PROJECT Utility: The Series 2009 Project consists of the following improvements to the Water and Sewer Sewer System Improvements ^ Replacement of sanitary sewer lines, manhole structures and service laterals, ^ Rehabilitation of the existing gravity sewer system to eliminate excessive groundwater infiltration and storm water inflow into the sanitary sewer system, ^ Repair or replacement of existing force mains and construction of new force mains, ^ Rehabilitation, replacement, or addition of generators to all pump stations pumping into a 12-inch or larger main, or receiving flow from a force main, ^ Pump station site rehabilitation, including maintenance accessibility, landscaping, and odor control, ^ Replacement of undersized sanitary sewer lines, ^ Engineering services for sewer pipe repairs and replacements, ^ SCADA system upgrades at sewer pump stations and central control room, and ^ Other improvements that add operational capacity or efficiency, reduce maintenance or extend useful life. Water System Improvements ^ Replacement of galvanized iron water mains, ^ Replacement of undersized water mains to improve fire flow and pressure conditions, ^ Replacement of old, tuberculated water mains, ^ Replacement of water service lines, meter boxes and meters, ^ Installation of valves and fire hydrants as needed, ^ Engineering services for sewer pipe repairs and replacements, ^ SCADA system upgrades at water pump stations and central control room, and ^ Other improvements that add operational capacity or efficiency, reduce maintenance or extend useful life. The Commission may approve by resolution other Improvements as part of the Series 2009 Project in addition to and/or in lieu of one or more of the above Improvements; provided that prior to the expenditure of any proceeds of the Series 2009)-1C Bonds for such additional Improvements, the Sponsor shall have received an opinion of nationally recognized bond counsel of its choosing, to the effect that such expenditure will not adversely affect the exclusion of interest on the Program Bonds from gross income for federal income tax purposes.