Closing Certificate of the CityCLOSING CERTIFICATE OF THE CITY
We, Matti Herrera Bower, Mayor of the City of Miami Beach, Florida (the "City "), and
Robert E. Parcher, City Clerk of the City, DO HEREBY CERTIFY as follows:
(a) All terms used in capitalized form and not defined herein have the meaning
assigned to such terms in the Loan Agreement, dated as of January 28, 2011 (the "Loan
Agreement "), between the City and JPMorgan Chase Bank, N.A. (the "Bank").
(b) The representations of the City contained or incorporated by reference in Article
Il and Section 4.02 of the Loan Agreement are true and correct in all material respects.
(c) No Event of Default exists as of the date hereof under the Loan Agreement.
(d) The persons named below are, on the date hereof, the duly qualified officers of
the City and the signatures appearing at the end of this ceitif cate are the genuine signatures of
said officers:
Title Name
Mayor Matti Herrera Bower
City Clerk Robert E. Parcher
(e) The City has duly executed and delivered to the Bank the Loan Agreement and its
Tax - Exempt Promissory Note and its Taxable Promissory Note, each dated January 28, 2011.
(f) The interest rate on the Tax - Exempt Promissory Note does not exceed the
maximum rate permitted pursuant to Section 215.84, Florida Statutes. The interest rate on the
Taxable Promissory Note does not exceed the maximum rate permitted pursuant to Section
159.825, Florida Statutes. In making these determinations, the City has:
(i) in accordance with Section 215.84, Florida Statutes, calculated the interest
rate on the Tax - Exempt Promissory Note based on the interest rate such Note would bear
if there had been an advance thereunder on the date hereof (0.97 %), which interest rate is
less than The Bond Buyer "20 Bond Index" published immediately preceding January 1,
2011 plus 300 basis points (7.95 %);
(ii) in accordance with Section 159.825, Florida Statutes, calculated the
interest rate on the Taxable Promissory Note based on the interest rate such Note would
bear if there had been an advance thereunder on the date hereof (1.31 %), which interest
rate is less than 30 -year Treasury Bond yield published in The Bond Buyer immediately
preceding January 1, 2011 plus 500 basis points (9.41 %).
MIAMI/4263558.I
IN WITNESS WHEREOF, we have hereunto set our hands this 28` day of January,
2011.
CITY OF MIAMI BEACH, FLORIDA
By:
Ma 'Herrera Bower
Mayor
By: /M� � Cut du�
Robert E. Parcher
City Clerk
MIAMI/4263558.1 2