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o o o o o o o o o o o RESOLUTION NO.2014-28s99 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING A LOAN IN AN AGGREGATE PRINCIPAL AMOLNT NOT TO EXCEED $60,000,000 OUTSTANDING AT ANY TiME FROM WELLS FARGO BANK, NATIONAL ASSOCIATION, TO PAY COSTS OF CAPiTAL PROJECTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND PROMISSORY NOTES TO EVIDENCE THE OBLIGATiON OF THE CITY TO REPAY SUCH LOAN; PROVIDING SECURITY FOR THE REPAYI\4ENT OF THE LOAN; AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE LOAN AND THE FINANCING PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE.WHEREAS, the City of Miami Beach, Florida (the "City") is duly authorized, pursuant to the Constitution of the State of Florida, Chapter 166, Part II, Fiorida Statutes, as amended,Chapter 159, Part VII, Florida Statutes, as amended, and the Charter of the City (collectively, the "Act"), to borrow money to finance capital projects; and WHEREAS, the City is in need of interim financing to pay costs of capital projects (the "Financing Program"); and WHEREAS, in connection lvith the Financing Program, Wells Fargo Bank, National Association (the "Bank"), has offered to the City a loan through tr,vo revolving lines of credit in an aggregate principal amount not to exceed $60,000,000 outstanding at any time (the "Loan");and WHEREAS, the City has determined that it is in the best interests of the City to undertake the Financing Program through the Loan; and WHEREAS, to evidence its obligation to repay the Loan, the City will execute and deliver to the Bank a Loan Agreement (the "Loan Agteement") and a Tax-Exempt Note and a Taxable Note (such notes collectively, the "lr{otes"); and WHEREAS, to repay the Loan, the City wishes to covenant to budget and appropriate Non-Ad Valorem Revenues (as defined in the Loan Agreement), in accordance with and subject to the limitations contained in the Loan Agreement and the Notes.NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:SECTION 1. DEFiNITIONS.Terms defined in the preambles sha1l have the meanings set forth in such preambles. A11 caprtalized terms used in this resolution (the "Resolution") which are defined in the Loan Agreement shall have the meanings assigned in the Loan Agreement, unless the context affi rmatively requires otherwise.4297297t1tMtAMt
o SECTION 2. FINDINGS.o The preambles are incorporated as findings. In addition, it is found, determined and declared that:(A) The Financing Program and the Loan are permitted under the Act, are necessary and desirable, are in the public interest and will serye a proper public purpose.(B) In accordance with Section 218.385, Florida Statutes, as amended,undertaking the Financing Program on a negotiated basis through the Loan is in the best interest of the City (rather than a sale through competitive bidding) because it offers (i) borrowing at lower rates than those which the City could command in the market, and (ii) flexibiiity of financing which could not be obtained in a sale through competitive bidding.SECTION 3. LOAN AUTHORIZED.The Loan in an aggregate principal amount not to exceed 560,000,000 outstanding at any time to undertake the Financing Program, as described in this Resolution and in the manner provided in the Loan Agreement, is authorized and approved.SECTION 4. AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT.The Loan Agreement, in substantiaily the form attached as Exhibit "A" to this Resolution, with such changes, alterations and corrections as may be approved by the Mayor of the City (the "Mayor"), after consultation with the Chief Financial Officer of the City (the "Chief Financial Officer") and the City Attomey of the City (the "City Attorney"), such approval to be presumed by the execution by the Mayor of the Loan Agreement, is approved by the City. The City authorizes and directs the Mayor to execute and the City Clerk or Deputy City Clerk of the City (the "City Clerk") to attest under the seal of the City the Loan Agreement and to deliver the same to the Bank.SECTION 5. ISSUANCE OF NOTES.The Loan shall be evidenced by the Notes. The Notes, in substantialiy the forms attached to the Loan Agreement, with such changes, alterations and coffections as may be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, such approval to be presumed by the execution by the Mayor of the Notes, are approved by the City.The City authorizes and directs the Mayor to make and execute the Notes and to issue and deliver the Notes to the Bank.SECTION 6. SECURITY FOR THE LOAN.The Loan shall be payable solely from Non-Ad Valorem Revenues, in accordance with and subject to the limitations contained in the Loan Agreement and the Notes. Neither the Loan nor the Notes shal1 be a general obligation of the City, or a pledge of its faith, credit or taxing o o o o o o o o O 4297297l1lMlAMl
o o o o a o o o o a o power within the meaning of any constitutional or stafutory provisions or limitations, but shall be payable solely as provided in the Loan Agreement and Notes. The City shali not be obligated to exercise its taxing powff to pay the principal of the Loan and the Notes, the related interest or other payments or costs.SECTION 7. GENERAL AUTHORITY.The City's officials, officers, attorneys, agents and employees are authorized to do a1i acts and things and execute and deliver any and all documents necessary by this Resoiution, the Loan Agreement or the Notes, or desirable or consistent with the requirements of this Resolution,the Loan Agreement or the Notes, in order to obtain the Loan, accomplish the Financing Program and provide for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Loan Agreement, the Notes and this Resolution, including the execution of any necessary Tax Compliance Certificate and the execution and fi1ing of any necessary form or other document with the Internai Revenue Service with respect to any Advance under the Tax-Exempt Note.SECTION 8. SEVERABiLITY OF INVALID PROVISIONS.If any one or more of the provisions contained in this Resoiution shal1 be heid contrary to any express provisions of 1aw or contrary to the policy of express 1aw, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions sha1l be null and void and shal1 be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions of this Resolution or of the Loan Agreement or the Notes.SECTION 9. REPEALING CLAUSE.A11 resolutions or parts of such resolutions of the City in conflict with'theQr.otiSiorisl.=contained in this Resoiution are, to the extent of such conflict, superseded 6fid'i,op€aled.ri: ' i'l't"iiti:j 1 SECTION 10. EFFECTIVE DATE.ii,'g'ti-,' ir; ;l-r:i:..'''s . t .;.-.'',i:.tt!t.Fi# j .1-*ft;llqtt,,;r.",li YltJ 1,;.1 1iqj13:rj;'i Uh ..i.tir,r!:i ., j".ri,r_*li! ilili,:!,.4 rhis Resolution shall become effective immedidt'irr$n{ii''3f,ili;lign:,;1,;, I :,.JI::;;i'Jii:]i PASSED AND ADOPTED this Af day of ,2014..s)rt'lei rrtl ??*!Ii1,"4._.*. arrlJ APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 5-t-{L iil) fti*t io lcsJ r-til!4i n "/Attest:4297297t1tMtAMt Date
o o o o o o o o o o I EXHIBIT "A"LOAN AGREEMENT (including Notes)4297297t1tMtAMt A-1
o o o o o o o o a LOAN\* AGREEMENT ThisLoANAGREEMENT(the..Agreement,,)ismadeandenteredintoasof-,2014 (the "Closing Date"), and is by and between the City of Miami Beach, Florida, a municipal corporation in the State of Florida, and its successors and assigns (the "Borrower"), and Wells Fargo Bank, National Association, and its successors and assigns, as holder(s) of the hereinafter defined Notes (the "Bank").The parties hereto. intendine to be leqa11y bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:ARTICLE I O DEFINITION OF TERMS Section 1.01. Definitions. The words and terms used in this Agreement shall have the meanings as set forth in the recitals above and the following words and terms as used in this Agreement shall have the following meanings:"Advance" means a borrowing of money under the Notes, pursuant to Section 5.03 hereof."Agreement" means this Loan Agreement and any and all modifications, alterations,amendments and supplements hereto made in accordance with the provisions hereof."Authorized Individual" means any one of the individuals identified on Attachment B."Bond Counsel" means Squire Sanders (US) LLP or such other attorney-at-1aw or firm of such attomeys having expertise in the lega1 aspects of the issuance of indebtedness by states and political subdivisions thereof and acceptable to the Bank.O "Budgeted Revenues" means the Non-Ad Valorem Revenues budgeted and appropriated pursuant to Section 3.06 hereof."Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Bank is lawfulIy closed."Code" means the lnternal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or fina1, promulgated thereunder or applicable thereto."Costs" ineans, with respect to the Project, any lawful expenditure of the Borrower which meets the further requirements of this Agreement."Essential Government Services" means the provision of public safety and general governmental services by the Borrower, the expenditures for which are set forth as the line items entitled "General Government Expenditures" and "Public Safety Expenditures" as reflected in the City of Miami Beach Statement of Revenues, Expenditures and Changes in Fund Balances -Govemmental Funds and as reported in the City's iatest Comprehensive Amual Financial Report."Event of Default" means an Event of Default specified in Article VI of this Agreement.429729812tMtAMt
o o o a o o o o o "Loan" means the loan by the Bank to the Bon'ower contemplated hereby."Loan Amount" means, in the aggregate, $60,000,000 principal amount."Non-Ad Valorem Revenues" mealls in any fisca1 year of the Borower, all revenues received by the Borrower in such fiscal year that are not derived from ad valorem taxation."Notes" means the Borrower's Promissory Notes in the forms attached hereto as Attachments A-1 and A-2.'Tliotice Address" means^As to the Borrower: As set forth on Attachment B As to the Bank: As set forth on Attachment B or to such other address as either parly may have specified in writing to the other using the procedures specified in Section 7.06."Principal Office" means, with respect to the Bank, the Notice Address, or such other office as the Bank may designate to the Borrower in writing."Project" means the capital improvements approved by the Mayor and City Commission of the Borrower being financed by the Loan."State" means the State of Florida."Tax Compliance Certificate" means the Tax Compliance Certificate to be executed and delivered concun'ently with the first Advance, if any, under the Tax-Exempt Note."Taxable Note" means the Note attached hereto as Attachm ent A-2."Tax-Exempt Note" means the Note attached hereto as Attachment A-i.Section 1.02. Titles and Headines. The titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered apart hereof, shall not in any way modify or restrict any of the terms and provisions hereof and shall not be considered or given any effect in construing this Agreement or anyprovision hereof or in ascertaining intent, if any question of intent should arise.ARTICLE II REPRESENTATIONS OF BORROWER The Borrower represents and warrants to the Bank that:Section 2.01. Powers of Borrower. The Borrower is a municipal corporation in the State,a duly organized and validly existing under the laws of the State. The Borrower has the power to borrow the amount provided for in this Agreement, to execute and deliver the Notes and this Agreement, to secure the Notes in the manner contempiated hereby and to perform and observe all o 4297298t2tMtAMt
o o o a o o o a o o a the terms and conditions of the Notes and this Agreement on its part to be performed and observed. The Borrower may 1awful1y borror.v funds hereunder in order to pay Costs of the Project.Section 2.02. Authorization of Loan. The Borrower had, has, or will have, as the case may be, at all relevant times, fu1l legal right, power, and authority to execute this Agreement, to make the Notes, and to cany out and consummate all other transactions contemplated hereby, and the Borrower has complied and wiil comply with all provisions of applicable iaw in all material matters relating to such transactions. The Borrower has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Notes to the Bank and to that end the Borrower warrants that it will take all action and r,vill do all things which it is authorizedby law to take and to do in order to fu1fill all covenants on its part to be performed and to provide for and to assure palrnent of the Notes" The Notes have been duly authortzed, executed, issued and delivered to the Bank and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with the terms thereof and the terms hereof, and are entitled to the benefits and security of this Agreement.A11 approvals, consents, and orders of and filings with any governmental authority or agency lvhich wouid constitute a condition precedent to the issuance of the Notes or the execution and delivery of or the performance by the Borower of its obligations under this Agreement and the Notes have been obtained or made and any consents, approvals, and orders to be received or fi1ings so made are in full force and effect.Section 2.03. No Violation of Law or Contract. The Borrolver is not in default in any material respect under any agreement or other instrument to which it is a party or by u,hich it may be bound, the breach of which could resuit in a material and adverse impact on the financial condition of the Borrower or the ability of the Borrower to perform its obiigations hereunder and under the Notes. The making and performing by the Borrower of this Agreement and the Notes r,vill not violate any applicable provision of law', and will not result in a material breach of any of the terms of any agreement or instrument to which the Borrower is a party or by which the Borrower is bound, the breach of i,vhich could result in a material and adverse impact on the financial condition of the Borrower or the ability of the Borrower to perform its obligations hereunder and under the Notes.Section 2.04. Pendine or Threatened Litieation. There are no actions or proceedings pending against the Borrower or affecting the Borrower or, to the knowledge of the Borrower,threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the Borrower, or which questions the validity of this Agreement or the Notes or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby.Section 2.05. Financial Information. The financial information regarding the Borrower furnished to the Bank by the Borrower in connection with the Loan is accurate, and there has been no material and adverse change in the financial condition of the Borower from that presented in such information.4297298t2tMtAMt
o o O a o o o o o o ARTICLE III COVENANTS OF TI{E BORROWER Section3.01. Affinnative Covenants. For so iong as any of the principal amount of or interest on the Notes is outstanding or is available to be advanced hereunder or any duty or obligation of the Borrower hereunder or under the Notes remains unpaid or unperformed, the Bonower covenants to the Bank as follows:(a) Pa).rnent. The Bon'ower shall pay the principal of and the interest on the Notes at the time and place, and in the manner and from the sources provided herein and in the Notes.(b) Use of Proceeds. Proceeds from the Notes r,vill be used oniy to pay costs of the Project and to pay closing costs of the Loan.(c) Notice of Defauits. The Borrower shali within ten (10) days after it acquires knowledge thereof, notify the Bank in u,riting at its Notice Address upon the happening,occulTence, or existence of any Event of Defauit, and any event or condition which r,vith the passage of time or giving of notice, or both, would constitute an Event of Default, and shal1 provide the Bank with such written notice, a detailed statement by a responsibie officer of the Borrower of all relevant facts and the action being taken or proposed to be taken by the Borrower with respect thereto.(d) Maintenance of Existence. The Borrower ',vi11 take ail legal action necessary to maintain its existence untii all amounts due and owing from the Borrower to the Bank under this Agreement and the Notes have been paid in full.(e) Records. The Borrower agrees that any and all records of the Bon'ower with respect to the Loan and the Project sha11 be open to inspection by the Bank or its representatives at all reasonable times at the offices the Borrower.(D Notice of Liabilities. The Borrower shall promptly inform the Bank in writing of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the Borrower or upon the ability of the Borrower to perform its obligation hereunder and under the Notes.(g) Insurance. The Borrower shall maintain such liability, casualty and other insurance as is reasonable and prudent for similarly situated governmental entities of the State of Florida.(h) Compliance with Laws. The Borrower shall comply with all applicable federal,state and local iaws and regulatory requirements, the violation of which could reasonably be expected to have a material and adverse effect upon the financial condition of the Borrower or upon the ability of the Borrower to perform its obligation hereunder and under the Notes.(i) Payment of Document Taxes. In the event the Notes or this Agreement should be subject to the excise tax on docurnents or the intangible personal property tax of the State, the Borrower shall pay such taxes or reimburse the Bank for any such taxes paid by it.a 4297298t2/MtAMt
o o o a o o o o o a (,) Financial Information. The Borrower r,vill cause an audit to be completed of its books and accounts and sha1l furnish to the Bank audited year-end financial statements of the Borrower together with a report by an independent certified public accountant acceptable to the Bank stating without qualification unacceptable to the Bank that the audit was conducted in accordance with generally accepted auditing standards and stating that such financial statements present fairly in all material respects the financial position of the Borrower and the results of its operations and cash flows for ihe periods covered by the audit report, all in conformity with generally accepted accounting principles applied on a consistent basis. The Bon'ower sha11 adopt an annual budget as reqgired t,i lutn,. The Borros,er shall provide the ou,ner of the Notes u'ith (i) a copy of its annual operating budget for each fiscai year ending after September 30, 2014 promptiy ,pon ,.qr"st therefor by the Bank, and (ii) its audited financial statements described above and its .o*pr"h.osive annual financial report (if one is prepared by the Bon-ower) for each fiscal year endi.ng on and after September 30,20i4 within2l} days after the end thereof.(k) Proceeds of Bonds. Proceeds of bonds issued by the Borrower in connection with any portion of the project shall first be applied to repay the Advance(s) relating to such portion of the Project.Section 3.02. Additional Debt Payable from Non-Ad Valorem Revenues. For so long as any of the principal amount of or interest on the Notes is outstanding or is available to be advanced hereunder or any duty or obligation of the Borrower hereunder or under the Notes remains unpaid or unperformed, the Borrower covenants to the Bank that, without the prior written conient of the Bank, but subject to the last sentence of Section 5.03(d) of this Agreement,the Borrower sha11 not hereafter request any Advance hereunder or incur any indebtedness payable from any Non-Ad Valorem Revenues (rvhich inciudes any increases in the outstanding amount uncier any line of credit or similar arrangement), other than any Non-Ad Valorem Revenues accounted for in an enterprise fund under governmental accounting principles ("Enterprise Revenues"), which could, tut tor such fulure indebtedness, be lawfu11y used to pay principal of or interest on the Notes (any and all such indebtedness payable from Non-Ad Valorem Revenues,other than Enterprise Revenues, whether nor,v existing or incun'ed in the fliture, is referred to as .,Competing Debf'), unless (i) the amount of Non-Ad Valorem Revenues, other than Enterprise Revenues, if ury, received by the Borrower during the fiscal year of the Bon'ower most recentiy concluded prior to the date of such Advance or the incurrence of such indebtedness for which audited finincial statements are avatlable, minus the excess, tf any, of the expenditures by the Borrower for Essential Government Services for such fisca1 year over the amount of ad valorem taxes (other than any ad valorem taxes levied pursuant to referendum approval by the electorate)received by the Borrower in such fiscal year, equals or exceed s 2OO% of the maxirnum amount of principal and interest scheduled to be payable on the Notes (including the amount of the Advance 6eing requested) and all Competing Debt (including the proposed debt) during the then current or urry f1rtor. fisca1 year and (ii) an Authorized lndividual certifies in writing to the Bank that to the beit of his or her knowledge no event has occurred which would cause him or her to believe that the amount of Non-Ad Valorem Revenues, other than any Enterprise Revenues, to be received in any future fisca1 year minus the excess, if any, of the expenditures by the Borrower for Essential Government Services for such fiscai year over the amount of ad valorem taxes (other than any ad valorem taxes levied pursuant to referendum approval by the electorate) received by the Borrower in such fiscal year, would be less than200% of the amount of principal and interest scheduled to be payable o, th. Notes and all Competing Debt during such fiscal year. For pulposes of calcutating the foregoing, (A) if any indebtedness bears a rate of interest that is not fixed for the a 42972g8l2lMtAMt
o o o o o o o a o a entire term of the debt (excluding any provisions that adjust the interest rate upon a change in tax 1aw or in the tax treatment of interest on the debt or upon a defauit), then the interest rate on such indebtedness sha1l be assumed to be the highest of (i) to the extent applicable, the average rate of aclual interest borne by such indebtedness during the most recent complete month prior to the date of issuance of such proposed indebtedness, (ii) for tax-exempt debt, The Bond Buyer Revenue Bond Index last pubiished in the month preceding the date of issuance of such proposed indebtedness plus one percent, (iii) for taxable debt, the yield on a U.S. Treasury obligation with a constant maturity closest to but not before the mafurity date of such indebtedness, as reported in Statistical Release H.15 of the Federal Resene on the last da1, of the month preceding the date of issuance of such proposed indebtedness, plus three percent, provided that if the Borrower shal1 have entered into an interest rate swap or interest rate cap or shall have taken any other action rvhich has the effect of fixing or capping the interest rate on such indebtedness for the entire term thereof, then such fixed or capped rate sha1l be used as the applicable rate for the period of such swap or cap, and provided further that if The Bond Buyer Revenue Bond Index or Statistical Release H.15 of the Federal Reserve is no longer available or no ionger contains the necessary data, such other comparable source of comparable data as selected by the Bank shall be utilized in the foregoing caiculations; and (B) any Advances hereunder shall be assumed to be payable over ten years on a leve1 debt sen'ice basis.Nothing in this Agreement limits the Borrower's ability to incur indebtedness payable from Enterpnse Revenues.Section 3.03. Bank Fees and Expenses. The Borrower hereby agrees to pay the fee and expenses of counsel to the Bank in connection with the issuance of the Notes in the amount of $--, said amount to be due and payable upon the execution and delivery of this Agreement.in addition, the Borrower wiil pay the Bank a fee (the "Unused Facility Fee") equal to 0.20% of the unflinded amount of the Loan, calcuiated on the basis of a 360 day year and the acfual number of days elapsed, payable in arrears as of last day of each March, June, September and December, commencing , 2074, and on the date on which this Agreement terminates, subject in each case to a fifteen (15) day grace period.Section 3.04.reated as . The Notes are owned by the Bank. The ownership of the Notes may only be transferred, and the Borrower will transfer the ownership of the Notes, upon written request of the Bank specifying the name,address and taxpayer identification number of the transferee, and the Borrower will keep a record setting fodh the identification of the owner of the Notes. The Bank will not transfer the Notes except in compliance with all applicable laws and the Bank may oniy transfer both Notes to the same transferee and at the same time.Section 3.05. Notes Mutilated. Destroyed. Stolen or Lost. In case a Note shal1 become mutilated, or be destroyed, stolen or lost, the Bon'ower shail issue and deliver a new Note having the same terms as the Note mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Bank fumishing the Borrower proof of ownership thereof and indemnity reasonably satisfactory to the Bonower and paying such expenses as the Bonower may incur.a 4297298l2lMtAMl
o o o a o o o o a a Section 3.06. Payment of Principal and lnterest: Limited Oblieation. The Borrower promises that it will promptly pay the principal of and interest on the Notes at the place, on the dates and in the *ur*., pro"rlea therein, provided that the Borrower may be compelled to pay the principal of and interesf on the Notes solely from the Non-Ad Valorem Revenues budgeted and uppropriut.d for such purpose as provided herein, and nothing in the Notes or this Agreement shal1 bL^constmed as pledgitg *y other funds or assets of the Borrower to such payment. Nothing herein sha11, howe,r.r, pi"r"nt the Borrower flom using any lawfu11y available funds to pay its obligations hereunder and under the Notes. The City pledges and grants a lien on the Budgeted Revenues to secure the City's palment obligations hereuncler and under the Notes Except with respect to the Budgeted Revenues, the covenant to budget and appropriate does not create a lien ,pr. o, pledge of the Non-Ad Valorem Revenues. The Borrolver is not and shail not be liable for the palnnent of tne principal of and interest on the Notes or for the perfonnance of any pledge,obligation or agreement for paynent undertaken by the Borrower hereunder or under the Notes from any property other than the Budgeted Revenues. The Bank shall not have any right to resort to legal -oi equitable action to require or compel the Borrower to make any pa).rnent required by the Notes or this Loan Agreement from any source other than the Budgeted Revenues.The Borrower covenants that, so long as Notes sha1l rernain unpaid or any other amounts are owed by the Borrower under this Agreement or the Notes, it will budget and appropriate in its annual budget, by amendment, if required, from the Non-Ad Valorem Revenues, amounts sufficient to pay the principal of and interest on the Notes and other amounts owed under this Agreement ui tt. same shall become due. ln the event that the amount previously budgeted for .r"h prrpose is ever insufficient to pay such principal and interest on the Notes and other amounts o-.d rr,d.r this Agreement, the Borrower covenants to take immediate action to amend its budget so as to budget and appropriate an amount from the Non-Ad Valorem Revenues sufficient to pay such debt service on th" Notes and such other amounts. Such covenants to budget and appropriate from Non-Ad Valorem Revenues shal1 be cumuiative to the extent not paid and sha11 continue until such Non-Ad Valorem Revenues sufficient to make all required paynents have been budgeted, appropriated and used to pay such debt service on the Notes and such other amounts.The Bank and the Borrower acknowledge the existence of Section 766.241, Florida Statutes,which prescribes tlie budgetary process of the Borrower and r.vhich prohibits any expenditure or contractual obligation therefor from being made or incun'ed except in pursuance of budgeted appropriations.Notwithstanding any provisions of this Agreement to the contrary, the Borrower sha1l not be obligated to maintain or continue any of the activities of the Borrower which generate Non-Ad Valorem Revenues. In addition, in any fiscal year of the Borrower, the Borrower may pay or make provision for payment of the expenses of providing Essential Government Services of the Borrower due or coming due in such fisca1 year from Non-Ad Valorem Revenues prior to being required to use any Non-Ad valorem Revenues to pay amounts due hereunder and under the Notes.Any Non-Ad Vaiorem Revenues which are restricted by a contract in existence on the date hereof from being used to pay principal and interest on the Notes shall not be subject to the covenant to budget and appiopriate. Any Non-Ad Valorem Revenues which are prohibited by a general or special iaw of 1}1e State in existence on the date hereof from being used to pay principal and interesi on tlie Notes shal1 not be subject to the covenant to budget and applopriate. Any source of Non-Ad Valorem Revenues which is created after the date hereof and which is a 4297298l2lMtAMl
o o o a a a o prohibited by a general or special lar,v of the State from being used to pay principal and interest on the Notes shal1 not be subject to the covenant to br-idget and appropriate.Section 3.07. Olficers and Emolovees wer Exemot from P No recourse under or upon any obligation, covenant or agreement of this Loan Agreement or the Notes or for any claim based hereon or thereon or otherwise in respect thereof, shall be had against any officer (which includes elected and appointed officials), agent or employee, as such, of the Borrower past, present or fufure, it being expressiy understood (a) that the obiigation of the Borrower under this Agreement and under the Notes is solelv a cor,oorate one. limited as provided in the preceding Section 3.06, (b) that no personal liability whatsoever sha1l attach to, or is or shall be incurred by, the officers, agents, or employees, as such, of the Borrower, or any of them, under or by reason of the obiigations, covenants or agreements contained in this Agreement or impiied therefrom, and (c) that any and all such personal liability of, and any and all such rights and claims against, every such officer, agent, or empioyee, as such, of the Borrower under or by reason of the obligations, covenants or agreements contained in this Agreement and under the Notes, or implied therefrom, are r,vaived and released as a condition of, and as a consideration for, the execution of this Agreement and the issuance of the Notes on the part of the Borrower.Section 3.08. Business Davs. In any case r,vhere the due date of interest on or principal of the Notes is not a Business Day, then palment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the paynent is actually received by the Bank.Section 3.09. Tax Representations. Warranties and Covenants of the Borrower. The Bon'or,ver agrees to compiy with the provisions of the Tax Compliance Certificate, if one is ever executed.ARTICLE IV CONDITIONS OF LENDING are subject to the following conditions The obligations of the Bank to lend hereunder precedent:a Section4.Ol. Representations and Warranties.- forth in this Agreement and the Notes are and shal1 be hereof.The representations and warranties set true and correct on and as of the date o o a Section 4.02. No Default. On the date hereof the Borrower shall be in compliance with all the terms and provisions set forth in this Agreement and the Notes on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time.Section 4.03. Supportins Documents. On or prior to the date hereof the Bank shall have received the following supporting documents, all of which shall be satisfactory in fonn and substance to the Bank (such satisfaction to be evidenced by the purchase of the Notes by the Bank):429729Bt2lMtAMt
o (a) The opinion of the City Attomey of the Borrower regarding the due authorization,execution, de1ivery, validity and enforceability of this Agreement and the Notes;O i5) The opinion of Bond Counsel regarding the validity and enforceability of the Agreement and the Notes and the exemption of the Notes from certain taxes imposed under the iaws of the State; and (c) Such additional supporting documents as the Bank may reasonabiy request.o ARTICLE V FUNDING THE LOAN Section 5.01. The Loan. The Bank hereby agrees to loan to the Borrower the amount of up to the Loan Amount to be evidenced by the Notes to provide funds to finance the Costs of the Pioject upon the terms and conditions set forth in this Agreement and the Notes' Each Note sets forth the maximum principai amount which may be outstanding at any time thereunder. The Borrower aglees to repay the principal amount borrowed plus interest thereon. upon the tems and conditions set forth in this Ageement and the Notes.Section 5.02. Description and Pa,r,.,ment Terms of the Notes. To evidence the Loan, the Borror,ver shali issue and deliver to the Bank the Notes in the forms attached hereto as Attachments A-1 and A-2.Section 5.03. Advances on Noies (a) The Bon'ower may borror,v from time to time up to the Loan Amount by requesting .Advances hereunder. Each Advance shaii be for at least $250,000, provided ttrat the initial Advance on the Tax-Exempt Note shall be for at least $55,000, and no more than one Advance may be requested in any month. Amounts advanced and repaid on the Notes may be re-advanced,provided that after cumulative Advances of the Tax-Exempt Note equal $i59,000,000, no further Adrur.. will be requested by the Borrower thereon nor will the Bank have any obligation to fund any such Advance, unless the Bon'ower and the Bank have on or prior to the date of such Advance received an opinion of Bond Counsel to the effect that taking into account the fact that cumulative advances will exceed $59,000,000, the interest on the Tax-Exempt Note will remain excluded from gross income for federal income tax purposes and the Note is not an item of tax preference under Section 5l of the Code.(b) The Bank shall not be obligated to Advance any funds unless (i) no Event of Default has occurred and is continuing, and (ii) the Borrower delivers to the Bank a written request for such Advance in the fonn of Attachment C, executed by an Authorized individual,indicating the amount of the Advance requested, the date on which such Advance is to be made (which sia1l be not less than two Business Days after the date such request is received by the Bank) and stating that the representations and warranties of the Borrower contained herein are true and correct as of such date. The Bank will not fund any Advance unless the conditions set forth in (i) and (ii) above are satisfied, provided that the Bank may in its sole discretion waive any or all such conditions.O o O O o o o o 429729812lMlAMl
(c) No Advance will be requested by the Borrower on the Tax-Exempt Note, and the Bank r.vill have no obligation to fund iny such Advance, unless the Borrower and the Bank have on or prior to the date of such Advance received an opinion of Bond Counsel to the effect that the interest on the Tax-Exempt Note is excluded from gross income for federal income tax purposes and the Note is not an item of tax preference under Section 57 of the Code.(d) No Advance will be made unless the request for Advance is accompanied by a certification signed by an Authorized Individual indicating that the Borrower has satisfied the requirements oi this Agreement and of anv and all other agreement(s) binding upon the Borrower that limit or condition the Borrower's ability to incur indebtedness such as the Notes, and including calculations demonstrating such compliance. As of the date of this Agreement, the Borrower is also bound by covenants contained in certain loan agreements, dated as of August 1,2001, with the City of Gulf Breeze, Fiorida and U.S. Bank National Association, as successor Trustee. Notwithstanding an5,thing to the contrary contained in this Agreement, the requirements of Section 3.02 of this Agleement with respect to all Advances may be satisfied by a certification delivered to the Bank at the time of any Advance to the extent such certification assumes that the fu1i Loan Amount has been borrowed under such Advance so long as the City certifies at the time of any future Advances that it has not, since the date of such certification, incurred any Competing Debt.ARTICLE VI EVENTS OF DEFAULT O Section 6.01, General. An "Event of Default" sha1l be deemed to have occuned under this Agleement if:(a) The Borrower shall fail to make any palment of the principai of or interest on the Loan when the same shall become due and payable; or The Borrower does not comply with Section 3.01(c), (d), (e), (0 or fi) or Sechon (c) The Borrower sha1l default in the performance of or compliance r'vith any term or covenant contained in this Agreement and the Notes, other than a term or covenant a default in the performance of which o, non.o-pliance with which is elsewhere specifically dealt with, which default or non-compliance shall continue and not be cured within thirty (30) days after (i) written notice thereof to the Borrower by the Bank, or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.01(c) of this Agreement,whjchever is earlier; or (d) Any representation or warranty made in writing by or on behalf of the Borrower in this Agreement oithe Xotes shall prove to have been faise or incorrect in any material respect on the date made or reaffirmed; or (e) The Borrower admits in writing its inability to pay its debts generally as they become due or fi1es a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself; or a o o o o o o a o a (b)3.02 or 4297298l2lMlAMl 10
o o o o o a o o a O (f) The Bon-ower is adjudged insolvent b),' a court of competent jr-rrisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the Borrower, or an order,;"dgm""t or decree is entered by any courl of competent jurisdiction appointing, without the consent of the Borrolver, a receiver or trustee of the Borrower or of the whole or any part of its properly, and if the aforesaid acljudications, orders, judements or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) The Borrower sha1l fi1e a petition or answer seeking reorgantzation or any u.rung"*"11unrler the fecleral banknrptcl,laws or any other applicahle law'or statute of the linjted States of America or the State; or (h) The Borrower sha1l default in the due and punctual palment or performance of covenants related to any other obligation for the pa1'ment of money to the Bank or any other subsidiary or affiliate of any bank holding company of which the Bank is a subsidiary; or (i) The Bonor.ver shall default in the due and punclual palnnent of any Competing Debt or an event of default exists with respect to any Competing Debt which results in the acceleration of the time for payrnent of such debt or entitles the holder of such Competing Debt to accelerate the time for payment of such debt.Section 6.02. Effect of Event of Default.Except as otherwise provided in the Notes, immediateiy and without notice, upon the occu11ence of uny Event of Default, the Bank may declare all obligations of the Borrower under tlis Agreement and the Notes to be immediately due and payable without further action of any kin,1 ind upon such declaration the Notes and the interest accrued thereon sha11 become immediately due and payable. In addition, and regardless whether such declaration is or is not made, the Bank ma,v terminate its commitment to make Advances hereunder and may also seek enforcement of and exercise all remedies available to it under any applicable 1aw'ARTICLE \TI MISCELLANEOUS Section7.01. No Waiver: Cumulative Remedies. No failure or deiay on the part of the Bank in exercising uny ,ig5t, power, remedy hereunder or under the Notes sha1l operate as a waiver of the Bank's -rights, po*"r, and remedies hereunder, nor sha11 any single or partiai exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or r"*.dy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by iaw or in equity'Section 7.02. Arnendments. Chanses or Modifications to the Affeement. This Agreement sha11 not b. u-.nd.d, "hurg.d ot *odifi.d except in writing signed by the Bank and the Borrower. The Bon'ower agrees to pay all of the Bank's costs and reasonable attomeys' fees incun-ed in modiffing and/or amending this Agreement at the Borrower's request or behest.Section 7.03. Counterparts. This Agreement may be executed in any number of counterparts, each of ,ri.r*h- when ,o .*".rri"d and delivered, sha1l be an or-iginal; but such counteriarts sha11 together constiturte but one and the same Agreement, and, in making proof of a 4237298t2lMlAMl 11
o o a o o o o o o o this Agreement, it shall not be necessary to produce or account for more than one such counterpart.Section 7.04. Severabilitlr. If any clause, provision or section of this Agreement shail be held il1ega1 o, ir,rolid by urry "J.,rt, the invalidity of such ciause, provision or section sha11 not affect any other provisions oi sections hereof, and this Agreement sha11 be construed and enforced to the encl that the transactions contempiated hereby be effected and the obligations contemplated hereby be enforced, as ifsuch illegal or invalid clause, provision or section had not been contained herein SectionT.05,TennofA$eement.Exceptasotherw,isespecifiedinthisAgreement,this Agreement and all representations, wan'anties, covenants and agreements contained herein or *id. i1rvriting by the Borrower in connection herewith shall be in full force and effect from the date hereof and shall continrie in effect as long as the Notes are outstanding'Section 7.06. Notices. A11 notices, requests, demands and other communications which are required or may U. g** rrder this Agreement sha11 be in u'nting and shall be deemed to have been duly given *hei received if perinally delivered; rvhen transmitted if transmitted by telecopy, ellctronic telephone line facsimile transmission or other simiiar electronic or digital transmission method (provided customary evidence of receipt is obtained); the day after it is sent,if sent by ovemight common carrier ,.*i..; and five days after it is sent, if mailed, certified mail,return receipt requested, postage prepaid. In each case notice shal1 be sent to the Notice Address'Section 7.07. Applicable Law: Venue. This A-ereement shall be construed pursuant to and govemed by the ,.,br[ilir.larus of the State. The parties rvaive any ob-iection to venue in any j"udicial proteeding brought in connection hereu,ith iying in Miami-Dade County, Florida'Section 7.08. Bindine Effect: Assignment. This Agreement sha11 be binding upon and inure to the benefit of itie successors in interest and permitted assigns of the parties' The Borrower sha1l have no rights to assign any of its rights or obligations hereunder without the prior rvritten consent of the Bank.Section 7.09. No Third Par[z Beneficiaries. It is the intent and agreement of the parties hereto that this egr..rrr.nt it so1e1y for the benefit of the parties hereto and no person not a party hereto sha11 have any rights or privileges hereunder'Section7.10. Attornelzs Fees. To the extent 1ega1ly permissible, the Borror'ver and the Bank agree that in uny *it, u.tion or proceeding brought in connection with this Agreement or the Notes (inciuding any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party.Section 7.11. Entire Agreement. Except as otherwise expressly provided, this Agreement and the Notes embody the .rr1i." agreement ind understanding between the parties hereto and supersede all prior agreements and understandings relating to the sudect matter hereof'Attachments A-1, A-2,8 and C hereto are apart hereof'Section 7.12. Furtirer Assurances. The parlies to this Agreement wiil execute and deliver, or cause to br .r""oi"d and delivered, such additional or further documents, agreements I 429729812lMlAMl t2
o o o o o o a o o o o or instrurnents and shall cooperate with one another in all respects for the purpose of out the transactions contemplated by this Agreement.Section7.13. Waiver of Jury Trial. This Section 7.13 concerns the resolution of any controversies or claims between the Borrower and the Bank, whether arising in contract, tort or by statute, that arise out of or relate to this Agreement or the Notes (collectively a "Claim"). The parties irrevocably and voiuntarily waive any right they may have to a trial by jury in respect of any Claim. This provision is a material inducement for the parties entering into this Agreement.Section 7.14. Patiot Act The Bank hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title iII of Pub. L. 107-56 (signed into 1aw October 26,20b1)), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will al1ow the Bank to identify the Borrower in accordance with such Act.IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the date of first set forth above.CITY OF MIAMI BEACH, FLOzuDA By:Name: Philip Levine Title: Mayor Attest By:Name: Rafael E. Granado Title: City Clerk WELLS FARGO BANK, NATIONAL ASSOCIATION By:Name: Lance Aylsworth Title: Vice President 4297298l2lMlAMl t3
a o o o o o a o a o ATTACHMENT A.1 TAX-EXEMPT PROMIS S ORY NOTE KNOW ALL MEN By THESE PRESENTS that the undersigned maker (the .,Borower"), a municipal corporation created and existing pursuant to the Constitution and the iaws of tire State of Fiorida, ior value received, promises to pay trom the sources hereinafter provided, to the order of Wel1s Fargo Bank, National Association, or registered assigns ihereinafter, the "Bank"), the principal sum of $59,000,000 or such lesser amount as shall be outstanding hereunder, togethei wittrinterest on the principal balance outstanding at the rate per annum equal to the Appllable Rate (hereinafter defined) (subject to adjustment as hereinafter providedjbased upon iy"* of 360 days for the aclual number of days elapsed'Note are payable in immediately avaiiable funds States of America at such place as the Bank may The Applicable Rate is 70% of the sum of the LIBOR Rate (hereinafter defined) pius 0.50%.The Borrower shall pay the Bank interest hereon in arrears on the first Business DaY (as and the entire unpaid Principal of and interest on this constituting lawful money of the United designate to the Borrower.a defined in the Loan Agreement hereinafter defined) of each month,principal balance hereof, together with all accrued and unpaid interest hereon, on 2016 (the "Maturity Date").All payments by the Borrower pursuant to this Note shal1 apply first to accrued interest,then to other charges due the Bank, andthe balance thereof shall apply to the principal sum due'As used in this Note,(1) "Code" means the lnternal Revenue Code of 1986, as amended, and any Treasury Regulations, r,vhether temporary, proposed or final, promulgated thereunder or applicable thereto;(2) "Determination of Taxabiiity" means interest on this Note is determined or declared, by the lnternal Revenue Service or a court of competent jurisdiction to be includable in the gross income of the Bank for federal income tax purposes under the Code, which deterrnination or declaration has become final and not subject to further contest or appeal under applicable law.(3) ,'Interest Period" means (a) the period commencing on the date of the original issuance of this Note and ending on the day preceding the first Business Day of the following month; and (b) thereafter, each period commencing on the first Br'rsiness Day of eacii month and ending on the day preceding the first Business Day of the following month.4297298t2lMlAMl A-1-1
O o o o o a o o O O a (4) "LIBOR Rate" means the rate of interest per al]num detennined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 1 1:00 a.m., London time, on the second London Business Day prior to the first day of each Interest Period, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).(5) "Lonclon Business Day" means any day that is a <iay ior rading by anri between banks in Dollar deposits in the London interbank market.(6) "Prime Rate" means a rate of interest equal to the announced prime commercial lending rate per annum of Wel1s Fargo Bank, National Association. The Pnme Rate is a reference rate for the information and use of the Bank in establishing the acfual rate to be charged to the Borrower. The Prime Rate is purely discretionary and is not necessarily the lowest or best rate charged any customer. The Prime Rate sha11 be adjusted from time to time r,vithout notice or demand as of the effective date of any announced change thereof.(7) "Taxable Rate" means a rate equal to the Prime Rate times that percentage which after the Determination of Taxability will result in the same federai after-tax yield to the Bank as before said Determination of Taxability.In the event a Determination of Taxability shall have occurred, the rate of interest on this Note shall be increased to the Taxable Rate, effective retroactively to the date on which the interest payable on this Note is includable for federal income tax purposes in the gross income of the Bank. ln addition, the Bank sha1l be paid an amount equal to any additions to tax, interest and penalties, and any arears in interest that are required to be paid to the United States of emerica by the Bank as a result of such Determination of Taxability. A11 such additional interest, additions to tax, penalties and interest sha1l be paid by the Borror,ver within sixty (60)days following the Determination of Taxability and demand by the Bank.ln the altemative, in the event that interest on this Note during any period becomes partially taxable as a result of a Detennination of Taxabiiity applicable to less than all of this irlote, then the interest rate on this Note shall be increased during such period by an amount equal to:(A-B)xCwhere:(A) "A" equals the Taxable Rate (expressed as a percentage);(B) "8" equals the interest rate on this Note (expressed as a percentage); and (C) "C" equals the portion of this Note the interest on which has become taxable as the result of such tax change (expressed as a decimal).In addition, the Bank shall be paid an amount equai to any additions to tax, interest and penalties,and any arrears in interest thit are required to be paid to the United States of America by the Bank as a result of such Determination of Taxability. A11 such additionai interest, additions to 42972S8t2lMlAMl A-l-2
o o o o O o o O o o o tax, penaltres and inrerest shall be paid by the Borrower r.vithin sixty (60) days following the Determtnation of raxability and demand biz the Bank'In the event that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax Rate") during any period with respect to r,vhich interest siral1 be accruing on this Note on a tax-exempt basis, changes from the Maximum Corporate Tax Rate then in effect,which causes a reduction in yieid on this Note, the interest rate on this Note that is bearing interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the appiicabie Rate then in efiecr by a traction equai to (i-A ciivideci by 1-B.t, where A equais the N4aximum Corporate Tax Rate in effect as of the date of adjustment and B ecluals the Maximum Corporate Tax Rate in effect on the date of the original issuance of this Note.So long as any portion of the principal amount of this Note or interest hereon remains unpaid (a) if iny 1au,, ru1e, reguiation or executive order is enacted or promulgated by any federal or Florida public body or goverrlmental agency "vhich changes the basis of taxation of interest on this Note or causes a reduction in yield on this Note (other than by reason of a change described above) to the Bank, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as resuli of action by any federal or Florida public body or gor.*.rrtal agency, any pa)tnent is required to be made by, or any federal, Fiorida state or no.iau 1ocal income tax deduction is denied to, the Bank (other than by reason of a change described above or by reason of any action or failure to act on the part ofthe Bank), by reason of the orvnership of this Note, the Bon-ower sha1l reimburse the Bank within five (5) days after receipt by the Borror,ver of written clemand for such payment, and, to the extent permitted by 1aw,the Borrower agrees to indemnify the Bank against any loss, cost, charge or expense with respect to any such change. The determination of the after-tax yield caiculation shal1 be calculated by the Bank. and such calculation, in the absence of manifest error, sha11 be binding on the Borro'uver and the Bank.The principal of and interest on this Note may be prepaid at the option of the Borrower in whole or in part, on the first Business Day of each month, without prepayment premium or penalty.Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Bank may declare the entire debt then remaining unpaid hereunder immediately due and payable;and in any such default and acceleration, the Borrower shall aiso be obligated to pay (but only from the -Budgeted Revenues) as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incun'ed on appeal or incurred in any proceeding under banknrptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic staY.Aly amount payable to the Bank hereunder which is not paid when dr-ie shall bear interest at the Default Rate. io, p,-r.pores of this Note, "Default Rate" means the higher of (1) the Pr-ime Rate plus 4o/o atd (2) th; Adjusted One-Month LIBOR Rate plus 4%. "Adjusted one-Month LIBOR Rate" lneans the sum of 2.50% plus the quotient of (a) the LIBOR Rate on the immediately preceding London business day for U.S. dollar deposits with a one month tem,divided bV fU) one minus the "Reserye Requirement" applicable to U.S. dollar deposits in the 4297298l2lMlAMl A-1-3
o o o a o o e a o o London interbank market with a maturity equal to one month. The Defauit Rate shall be determined as of the day immediately following the date on which any arnount payable to the Bank hereunder is not paid when due.Anl,,thing provided herein or in this Note to the contrary notwithstanding, in no event shal1 this Note bear interest in excess of the Maximum Rate (hereinafter defined). In the event the interest rate exceeds the Maximum Rate, this Note shall continue to bear interest at the Maximum Rate regardless of the reduction of the interest rate to a tate less than the Maximum Rate untii such trme as interest shail accrue on this Note in an amount (the "Excess lnterest") that wouid have accmed hereon had the interest rate not been limited by the Maxirnum Rate- Upon the Maturity Date, in consideration for the limitation of the rate of interest otherwise payable on this Note, the Borrower sha11 pay to the Bank a fee equal to the amount of the unpaid amount of all unpaid deferred Excess Interest.,,Maximum Rate" means the maximum rate of interest permitted for non-rated govemmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be amended from time to time.The Bon-ower to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor.THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORROWER BUT SHALL BE PA\'ABLE SOLELY FROM THE MONEYS AND SOURCES DESIGNATED THEREFOR PLRSUANT TO THE LOAN AGREEMENT. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE BORROWER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.This Note is issued in conjunction r,vith aLoanAgreement, dated of even dateherewith between the Borrower and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. Pursuant to the Loan Agteement, the Bon'ower may request Advances from time to time from the Bank hereunder, provided that the outstanding principal amount at any time under this Note shall not exceed the principal sum set forth in the first paragraph hereof, and provid.ed that amounts borrowed and repaid may be re-borrowed hereunder as provided in the Loan Agreement.All terms, conditions and provisions of Resolution No. 2014- adopted by the Mayor and City Commission of the Borrower and the Loan Agreement are by this reference theieto incorpoiated herein as a part of this Note. Terms used herein tn caprtalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement'This Note is payable solely from and is secured by a lien upon and pledge of the ,,Budgeted Revenues"-as described in the Loan Agreement. Notwithstanding any other provision of this Note, the Borrower is not and shall not be liable for the palment of the principal of and interest on this Note or otherwise monetarily 1iab1e in connection herewith from any property other than the Budgeted Revenues.a 4297298l2lMlAMl A-1-4
a o o a o a o a o o a This Note may be exchanged or transferred but only as provided in the Loan Agreement.It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, hupp., and be performed precedent to and in the execution, delivery and the issuance of this NotL do exist, have happen-d and have been performed in due time, form and manner as required by iaw, and that thelisuance of this Note is in fulI compliance with and does not exceed or violate any constitutional or statutory limitation.IN WITNESS WT{EREOF, lhe Borrower has caused this Note tr-r be executed in its name as of the date hereinafter set forth.The date of this Promissory Note is ,2014.CIry OF MIAMI BEACH, FLORIDA By:Name: Phiiip Levine Title: Mayor 423729812lMlAMl A-i-5
o o o a o o o a o o a ATTACHMENT A-2 TAXABLE PROMIS SORY NOTE KNOW ALL MEN By THESE PRESENTS that the undersigned maker (the ,,Borrower"), a municipai corporation created and existing pursuant to the Constitution and the lar.vs of tlie Siate of Florida,lor value received, promises to pay from the sources hereinafter provided, to the order of Wel1s Fargo Bank, National Association, or registered assigns ihereinafter, the "Bank"), the principuf r.r- of S 1,000,000 or such lesser amount as sha1l be outstanding hereunder, together with interest on the principal balance outstanding at the rate per annum "q*1 to the Applicable Rate (hereinafter defined) based upon a year of 360 days for the aclual number of days elapsed.principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Bank may designate to the Borror,ver.The Applicable Rate is the sum of the LIBOR Rate (hereinafter defined) plus 0.75%.The Borror,ver shail pay the Bank interest hereon in arrears on the first Business Day (as defined in the Loan Agreement hereinafter defined) of each month, and the entire unpaid principal balance hereof, together with ail accrued and unpaid interest hereon, ofl -.--,2016 (the "Maturity Date").Ai1 payments by the Borrower pursuant to this Note sha1l appiy first to accrued interest,then to other charges due the Bank, andthe balance thereof shal1 apply to the principal sum due."LIBOR Rate" means the rate of interest per annum determined by Bank based on the rate for United States dol1ar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 pug.lot any successor page) at approximately 11:00 a.m., London time, on the second London Business Day prior to the first day of each lnterest Period, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not ,o ,.port"d, then as determined by Bank from anoth et recognlzed source or interbank quotation)."London Business Day''means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market."Interest Period" means (a) the period commencing on the date of the original issuance of this Note and ending on the day preceding the first Business Day of the following month; and (b)thereafter, each period .o*rr.n.irg on the first Business Day of each month and ending on the day preceding the first Business Day of the following month.The principal of and interest on this Note may be prepaid at the option of the Borrower in whole or in part, on the first Business Day of each month, without plepaylnent premium or penalty.4297298l2lMlAMt A-2-1
o a a o o o e a a I a Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Bank may declare the entire debt then remaining unpaid hereunder immediately due and payable;and in any such default and acceleration, the Bono'uver shall also be obligated to pay (but only from the Budgeted Revenues) as parl of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, inciuding such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but lvithor,rt limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic stay.Any amount payable to the Bank hereunder r.vhich is not paid when due shail bear interest at the Default Rate. For purposes of this Note, "Default Rate" means the higher of (1) the Prime Rate plus 4Yo and (2) the Adjusted One-Month LIBOR Rate plus 4%."Prime Rate" means arate of interest equai to the announced prime commercial lending rate per annum of Wells Fargo Bank, National Association. The Prime Rate is a reference rate for the information and use of the Bank in establishing the actual rate to be charged to the Borrower. The Prime Rate is purely discretionary and is not necessarily the ior,vest or best rate charged any customer. The Prime Rate sha1l be adjusted from time to time without notice or dernand as of the effective date of any announced change thereof."Adjusted One-Month LIBOR Rate" means the sum of 2.50%p1us the quotient of (a) the LIBOR Rate on the immediately preceding London business day for U.S. doilar deposits with a one month term, divided by (b) one minus the "Reserve Recluirement" applicable to U.S. dollar deposits in the London interbank market with a maturity equal to one month. The Defauit Rate shall be determined as of the day immediately follor,ving the date on which any amount payable to the Bank hereunder is not paid r,vhen due.Anything provided herein or in this Note to the contrary notwithstanding, in no event shall this Note bear interest in excess of the Maximum Rate (hereinafter defined). ln the event the interest rate exceeds the Maximum Rate, this Note sha11 continue to bear interest at the Maximum Rate regardless of the reduction of the interest rate to a rate less than the Maximum Rate until such time as interest shall accrue on this Note in an amount (the "Excess Interest") that would have accrued hereon had the interest rate not been limited by the Maximum Rate. Upon the Maturity Date, in consideration for the limitation of the rate of interest otherwise payable on this Note, the Bon"ower shall pay to the Bank a fee equal to the amount of the unpaid amount of all unpaid deferred Excess Interest."Maximum Rate" means the maximum rate of interest permitted for non-rated govemmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be amended from time to time.The Borrower to the extent permitted by 1aw hereby waives presentment, demand, protest and notice of dishonor.THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORROWER BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES DESiGNATED THEREFOR 42972S8l2lMlAMl A-2-2
o o o o o o o a a o PURSUANT TO THE LOAN AGREEMENT. NEITHER THE FAiTH AND CREDIT NOR ANY AD VALOREN4 TAXING POWER OF THE BORROWER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.This Note is issued in conjunction r,vrth aLoan Agreement, dated of even date herewith between the Borrower and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. Pursuant to the Loan Agreement, the Borrower may request Advances lrom time tg time frorn the Bank hereuncier, provicieci that the outstanciing pnncipal amount at any time under this Note sha11 not exceed the principal sum set forth in the first paragraph hereof, and provided that amounts borror,ved and repaid may be re-borrorved hereunder.A11 terms, conditions and provisions of Resolution No. 2014-- adopted by the Mayor and City Commission of the Borrower and the Loan Agreement are by this reference theieto incorporated herein as a part of this Note. Terms used herein tn capitabzed form and not othenvise defined herein sha1l have the meanings ascribed thereto in the Loan Agreement.This Note is payable solely from and is secured by a lien upon and pledge of the "Budgeted Revenues" as described in the Loan Agreement. Notr,vithstanding any other provision of thii Note, the Borrower is not and shall not be iiable for the paynent of the principal of and interest on this Note or otherwise monetariiy 1iable in connection herer,vith from any property other than the Budgeted Revenues.This Note may be exchanged or transferred but only as provided in the Loan Agreement.It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be perfonned precedent to and in the execution, delivery and the issuance of this Noti do exist, have happened and have been perfonned in due time, form and manner as required by 1alv, and that the issuance of this Note is in fu1l compliance with and does not exceed or violate any constitutional or statutory limitation.IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the date hereinafter set forth.The date of this Promissory Note is ,2014.CITY OF MIAMI BEACH, FLORIDA Name: Philip Levine Title: Mayor a 429729Bl2lMtAMl A-2-3 By:
o ATTACHMENT B o 1. Authorized Individual(s): Patricia D. Walker, Chief Financial Officer Georgina P' Echert, Assistant Finance Director 2. Notice Address of Borrower: city of Miami Beach, Florida O lt'f*'r*ention Center Drive Miami Beach, Florida 33139 Attention: Chief Financial Offtcer O 3. Notice Address of Bank: We1ls Fargo Bank, National Association 200 South BiscaYne Boulevard 14th Floor Miami, Florida 33131 Attention: Lance Aylsworth, Vice President o 4297298l2lMtAMl o o o o o B-1 a
O o O o o ATTACHMENT C REQUEST FOR ADVANCE Date:O To: We1ls Fargo Bank, National Association From: City of Miami Beach, Florida Amount of Advance on Tax-Exempt Note: $Amount of Advance on Taxable Note: $Date of Advance:O Purpose of Advance (description and amount):The above-named Borrower requests an Advance under the Loan Agreement dated as of uo.o*t,.tro'"rir:'l:"Hr,$fl ::ffi :1,*'i:iffij;':;'#Til1T1'':3"i;,il;"lll:O Loan Agreement are true and correct as of the date hereof'Attached hereto are the shor,vings, if any, required by Section 5.03 of the Loan Agreement,including the opinion(s) of Bond Counsei required thereunder.a Proceeds of the Advance should be wired as follows:CiTY OF MIAMI BEACH, FLORIDA By:Name:Title:-$-$-$o a 4297298t2lMlAMl c-l
)))
o o o o o o o o o o o LOAN AGREEMENT This LOAN AGREEMENT (the "Agreement") is made and entered into as of May 30,2014 (the "Closing Date"), and is by and between the City of Miami Beach, Florida, a municipal corporation in the State of Florida, and its successors and assigns (the "Borower"), and Wells Fargo Bank, National Association, and its successors and assigns, as holder(s) of the hereinafter defined Notes (the "Bank").The parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. The words and terms used in this Agreement shall have the meanings as set forth in the recitals above and the following words and terms as used in this Agreement shall have the following meanings:"Advance" means a borrowing of money under the Notes, pursuant to Section 5.03 hereof."Agreement" means this Loan Agreement and any and all modifications, alterations,amendments and supplements hereto made in accordance with the provisions hereof."Authorized Individual" means any one of the individuals identified on Attachment B.o'Bond Counsel" means Squire Sanders (US) LLP or such other attorney-at-law or firm of such attorneys having expertise in the legal aspects ofthe issuance of indebtedness by states and political subdivisions thereof and acceptable to the Bank."Budgeted Revenues" means the Non-Ad Valorem Revenues budgeted and appropriated pursuant to Section 3.06 hereof."Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Bank is lawfully closed."Code" means the Intemal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.ooCosts" means, with respect to the Project, any lawful expenditure of the Borrower which meets the further requirements of this Agreement."Essential Government Services" means the provision of public safety and general governmental services by the Borrower, the expenditures for which are set forlh as the line items entitled "General Government Expenditures" and "Public Safety Expenditures" as reflected in the City of Miami Beach Statement of Revenues, Expenditures and Changes in Fund Balances -Governmental Funds and as reported in the City's latest Comprehensive Annual Financial Report."Event of Default" means an Event of Default specified in Article VI of this Agreement.
o o o "Loan" means the loan by the Bank to the Borrower contemplated hereby."Loan Amount" means, in the aggregate, $60,000,000 principal amount."Non-Ad Valorem Revenues" means in any fiscal year of the Borrower, all revenues received by the Borrower in such fiscal year that are not derived from ad valorem taxation."Notes" means the Borrower's Promissory Notes in the forms attached hereto as Attachments A-1 and A-2."Notice Address" means,As to the Borrower: As set forth on Attachment B As to the Bank: As set forth on Attachment B o or to such other address as either party may have specified in writing to the other using the procedures specified in Section 7.06."Principal Office" means, with respect to the Bank, the Notice Address, or such other O office as the Bank may designate to the Borrower in writing."Project" means the capital improvements approved by the Mayor and City Commission of the Borrower being financed by the Loan."State" means the State of Florida.o "Tax Compliance Certificate" means the Tax Compliance Certificate to be executed and delivered concurrently with the first Advance, if any, under the Tax-Exempt Note."Taxable Note" means the Note attached hereto as Attachment A-2.O "Tax-Exempt Note" means the Note attached hereto as Attachment A-1.Section 1.02. Titles and Headings. The titles and headings of the articles and sections of this Agreement have been inserted for convenience of reference only and are not to be considered apart hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and O shall not be considered or given any effeci in construing iHt Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise.ARTICLE II REPRESENTATIONS OF BORROWER The Borrower represents and warrants to the Bank that:Section 2.01. Powers of Borrower. The Borrower is a municipal corporation in the State,duly organized and validly existing under the laws of the State. The Borrower has the power to ' Uonowlne amount provided for in this Agreement, to execute and deliver the Notes and this Agreement, to secure the Notes in the manner contemplated hereby and to perform and observe all o ' 42s72s,t3tMtA,t
o the terms and conditions of the Notes and this Agreement on its part to be performed and observed. The Borrower may lawfully borrow funds hereunder in order to pay Costs of the Proiect.o Section 2.02. Authorization of Loan. The Borrower had, has, or will have, as the case may be, at all relevant times, full legal right, power, and authority to execute this Agreement, to make the Notes, and to carry out and consummate all other transactions contemplated hereby, and the Borrower has complied and will comply with all provisions of applicable law in all material matters relating to such transactions. The Borrower has duly authorized the borrowing of the amount provided for in this Agreement, the execution and delivery of this Agreement, and the making and delivery of the Notes to the Bank and to that end the Borrower warrants that it will take all action and will do all things which it is authorized by law to take and to do in order to fulfill all covenants on its part to be performed and to provide for and to assure payment of the Notes. The Notes have been duly authorized, executed, issued and delivered to the Bank and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with the terms thereof and the terms hereof, and are entitled to the benefits and security of this Agreement.A11 approvals, consents, and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Notes or the execution and delivery of or the performance by the Borrower of its obligations under this Agreement and the Notes have been obtained or made and any consents, approvals, and orders to be received or filings so made are in full force and effect.Section 2.03. No Violation of Law or Contract. The Borrower is not in default in any material respect under any agreement or other instrument to which it is a party or by which it may be bound, the breach of which could result in a material and adverse impact on the financial condition of the Borrower or the ability of the Borrower to perform its obligations hereunder and under the Notes. The making and performing by the Borrower of this Agreement and the Notes will not violate any applicable provision of law, and will not result in a material breach of any of the terms of any agreement or instrument to which the Borrower is a party or by which the Borrower is bound, the breach of which could result in a material and adverse impact on the financial condition of the Borrower or the ability of the Borrower to perform its obligations hereunder and under the Notes.Section 2.04. Pending or Threatened Litigation. There are no actions or proceedings pending against the Borrower or affecting the Borrower or, to the knowledge of the Borrower,threatened, which, either in any case or in the aggregate, might result in any material adverse change in the financial condition of the Borrower, or which questions the validity of this Agreement or the Notes or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby.Section 2.05. Financial Information. The financial information regarding the Borrower fumished to the Bank by the Borrower in connection with the Loan is accurate, and there has been no material and adverse change in the financial condition of the Borrower from that presented in such information.a o o o o o o o a 4297298t3tMtAMt
a ARTICLE III COVENANTS OF THE BORROWER o Section3.01. Affirmative Covenants. For so long as any of the principal amount of or interest on the Notes is outstanding or is available to be advanced hereunder or any duty or obligation of the Borrower hereunder or under the Notes remains unpaid or unperformed, the Borrower covenants to the Bank as follows:o (a) Payment. The Borrower shall pay the principal of and the interest on the Notes at the time and place, and in the manner and from the sources provided herein and in the Notes.(b) Use of Proceeds. Proceeds from the Notes will be used only to pay costs of the Proiect and to pay closing costs of the Loan.o (c) Notice of Defaults. The Borrower shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing at its Notice Address upon the happening,occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the Borrower of all relevant facts and the action being taken or proposed to be taken by the Borrower with respect thereto.(d) Maintenance of Existence. The Borrower will take all legal action necessary to maintain its existence until all amounts due and owing from the Borrower to the Bank under this Agreement and the Notes have been paid in full.(e) Records. The Borrower agrees that any and all records of the Borrower with respect to the Loan and the Project shall be open to inspection by the Bank or its representatives at all reasonable times at the offices the Borrower.(0 Notice of Liabilities. The Borrower shall promptly inform the Bank in writing of any actual or potential contingent liabilities or pending or threatened litigation of any amount that could reasonably be expected to have a material and adverse effect upon the financial condition of the Borrower or upon the ability of the Borrower to perform its obligation hereunder and under the Notes.(g) Insurance. The Borrower shall maintain such liability, casualty and other insurance as is reasonable and prudent for similarly situated goverrrmental entities of the State of Florida.(h) Compliance with Laws. The Borrower shall comply with all applicable federal,state and local laws and regulatory requirements, the violation of which could reasonably be expected to have a material and adverse effect upon the financial condition of the Borrower or upon the ability of the Borrower to perform its obligation hereunder and under the Notes.(i) Payment of Document Taxes. In the event the Notes or this Agreement should be subject to the excise tax on documents or the intangible personal property tax of the State, the Borrower shall pay such taxes or reimburse the Bank for any such taxes paid by it.o o o a o o a 4297298t3tMtAMt
o o o o o o a O o o a 0) Financial Information. The Borrower will cause an audit to be completed of its books and accounts and shall furnish to the Bank audited year-end financial statements of the Borrower together with a report by an independent certified public accountant acceptable to the Bank stating without qualification unacceptable to the Bank that the audit was conducted in accordance with generally accepted auditing standards and stating that such financial statements present fairly in all material respects the financial position of the Borrower and the results of its operations and cash flows for the periods covered by the audit report, all in conformity with generally accepted accounting principles applied on a consistent basis. The Borrower shall adopt an annual budget as required by law. The Borrower shall provide the owner of the Notes with (i) a copy of its annual operating budget for each fiscal year ending after September 30, 2014 promptly upon request therefor by the Bank, and (ii) its audited hnancial statements described above and its comprehensive annual financial report (if one is prepared by the Borrower) for each fiscal year ending on and after September 30, 2014 within2l} days after the end thereof.(k) Proceeds of Bonds. Proceeds of bonds issued by the Borrower in connection with any portion of the Project shall first be applied to repay the Advance(s) relating to such portion of the Project.Section 3.02. Additional Debt Pa),able from Non-Ad Valorem Revenues. For so long as any of the principal amount of or interest on the Notes is outstanding or is available to be advanced hereunder or any duty or obligation of the Borrower hereunder or under the Notes remains unpaid or unperformed, the Borrower covenants to the Bank that, without the prior written consent of the Bank, but subject to the last sentence of Section 5.03(d) of this Agreement,the Borrower shall not hereafter request any Advance hereunder or incur any indebtedness payable from any Non-Ad Valorem Revenues (which includes any increases in the outstanding amount under any line of credit or similar arrangement), other than any Non-Ad Valorem Revenues accounted for in an enterprise fund under governmental accounting principles ("Enterprise Revenues"), which could, but for such future indebtedness, be lawfully used to pay principal of or interest on the Notes (any and all such indebtedness payable from Non-Ad Valorem Revenues,other than Enterprise Revenues, whether now existing or incurred in the future, is referred to as "Competing Debt"), unless (i) the amount of Non-Ad Valorem Revenues, other than Enterprise Revenues, if any, received by the Borrower during the fiscal year of the Borrower most recently concluded prior to the date of such Advance or the incurrence of such indebtedness for which audited financial statements are available, minus the excess, if any, of the expenditures by the Borrower for Essential Government Services for such fiscal year over the amount of ad valorem taxes (other than any ad valorem taxes levied pursuant to referendum approval by the electorate)received by the Borrower in such fiscal year, equals or exceeds 200% of the maximum amount of principal and interest scheduled to be payable on the Notes (including the amount of the Advance being requested) and all Competing Debt (including the proposed debt) during the then current or any future fiscal year and (ii) an Authorized Individual certifies in writing to the Bank that to the best of his or her knowledge no event has occurred which would cause him or her to believe that the amount of Non-Ad Valorem Revenues, other than any Enterprise Revenues, to be received in any future fiscal year minus the excess, if any, of the expenditures by the Borrower for Essential Government Services for such fiscal year over the amount of ad valorem taxes (other than any ad valorem taxes levied pursuant to referendum approval by the electorate) received by the Borrower in such fiscal year, would be less than 200Yo of the amount of principal and interest scheduled to be payable on the Notes and all Competing Debt during such fiscal year. For purposes of calculating the foregoing, (A) if any indebtedness bears a rate of interest that is not fixed for the 429729Al3lMlAMl
o o o o o a o a o a o entire term of the debt (excluding any provisions that adjust the interest rate upon a change in tax law or in the tax treatment of interest on the debt or upon a default), then the interest rate on such indebtedness shall be assumed to be the highest of (i) to the extent applicable, the average rate of actual interest borne by such indebtedness during the most recent complete month prior to the date of issuance of such proposed indebtedness, (ii) for tax-exempt debt, The Bond Buyer Revenue Bond Index last published in the month preceding the date of issuance of such proposed indebtedness plus one percent, (iii) for taxable debt, the yield on a U.S. Treasury obligation with a constant maturity closest to but not before the maturity date of such indebtedness, as reported in Statistical Release H.15 of the Federal Reserve on the last day of the month preceding the date of issuance of such proposed indebtedness, plus three percent, provided that if the Borrower shall have entered into an interest rate swap or interest rate cap or shall have taken any other action which has the effect of fixing or capping the interest rate on such indebtedness for the entire term thereof, then such fixed or capped rate shall be used as the applicable rate for the period of such swap or cap, and provided further that if The Bond Buyer Revenue Bond Index or Statistical Release H.15 of the Federal Reserve is no longer available or no longer contains the necessary data, such other comparable source of comparable data as selected by the Bank shall be utilized in the foregoing calculations; and (B) any Advances hereunder shall be assumed to be payable over ten years on a level debt service basis.Nothing in this Agreement limits the Borrower's ability to incur indebtedness payable from Enterprise Revenues.Section 3.03. Bank Fees and Expenses. The Borrower hereby agrees to pay the fee and expenses of counsel to the Bank in connection with the issuance of the Notes in the amount of $4,000.00, said amount to be due and payable upon the execution and delivery of this Agreement.In addition, the Borrower will pay the Bank a fee (the "Unused Facility Fee") equal to 0.20% of the unfunded amount of the Loan, calculated on the basis of a 360 day year and the actual number of days elapsed, payable in arrears as of last day of each March, June, September and December, commencing June 30, 2014, and on the date on which this Agreement terminates,subject in each case to a fifteen (15) day grace period.Section 3.04. Registration and Exchanse of Notes: Persons Treated as Banks. The Notes are owned by the Bank. The ownership of the Notes may only be transferred, and the Borrower will transfer the ownership of the Notes, upon written request of the Bank specifying the name,address and taxpayer identification number of the transferee, and the Borrower will keep a record setting forth the identification of the owner of the Notes. The Bank will not transfer the Notes except in compliance with all applicable laws and the Bank may only transfer both Notes to the same transferee and at the same time.Section 3.05. Notes Mutilated. Destro)red. Stolen or Lost. In case a Note shall become mutilated, or be destroyed, stolen or lost, the Borrower shall issue and deliver a new Note having the same terms as the Note mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Bank furnishing the Borrower proof of ownership thereof and indemnity reasonably satisfactory to the Borrower and paying such expenses as the Borrower may incur.6 4297298/3/MlAMl
o a a a a a o o o a Section 3.06. Pa)rment of Principal and Interest: Limited Obligation. The Borrower promises that it will promptly pay the principal of and interest on the Notes at the place, on the dates and in the manner provided therein, provided that the Borrower may be compelled to pay the principal of and interest on the Notes solely from the Non-Ad Valorem Revenues budgeted and appropriated for such purpose as provided herein, and nothing in the Notes or this Agreement shall be construed as pledging any other funds or assets of the Borrower to such payment. Nothing herein shall, however, prevent the Borrower from using any lawfully available funds to pay its obligations hereunder and under the Notes. The City pledges and grants a lien on the Budgeted Revenues to secure the City's payment obligations hereunder and under the Notes. Except with respect to the Budgeted Revenues, the covenant to budget and appropriate does not create a lien upon or pledge of the Non-Ad Valorem Revenues. The Borrower is not and shall not be liable for the payment of the principal of and interest on the Notes or for the performance of any pledge,obligation or agreement for payment undertaken by the Borrower hereunder or under the Notes from any property other than the Budgeted Revenues. The Bank shall not have any right to resort to legal or equitable action to require or compel the Borrower to make any payment required by the Notes or this Loan Agreement from any source other than the Budgeted Revenues.The Borrower covenants that, so long as Notes shall remain unpaid or any other amounts are owed by the Borrower under this Agreement or the Notes, it will budget and appropriate in its annual budget, by amendment, if required, from the Non-Ad Valorem Revenues, amounts sufficient to pay the principal of and interest on the Notes and other amounts owed under this Agreement as the same shall become due. In the event that the amount previously budgeted for such purpose is ever insufficient to pay such principal and interest on the Notes and other amounts owed under this Agreement, the Borrower covenants to take immediate action to amend its budget so as to budget and appropriate an amount from the Non-Ad Valorem Revenues sufficient to pay such debt service on the Notes and such other amounts. Such covenants to budget and appropriate from Non-Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until such Non-Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated and used to pay such debt service on the Notes and such other amounts.The Bank and the Borrower acknowledge the existence of Section 166.241, Florida Statutes,which prescribes the budgetary process of the Borrower and which prohibits any expenditure or contractual obligation therefor from being made or incurred except in pursuance of budgeted appropriations.Notwithstanding any provisions of this Agreement to the contrary, the Borrower shall not be obligated to maintain or continue any of the activities of the Borrower which generate Non-Ad Valorem Revenues. In addition, in any fiscal year of the Borrower, the Borrower may pay or make provision for payment of the expenses of providing Essential Government Services of the Borrower due or coming due in such fiscal year from Non-Ad Valorem Revenues prior to being required to use any Non-Ad valorem Revenues to pay amounts due hereunder and under the Notes.Any Non-Ad Valorem Revenues which are restricted by a contract in existence on the date hereof from being used to pay principal and interest on the Notes shall not be subject to the covenant to budget and appropriate. Any Non-Ad Valorem Revenues which are prohibited by a general or special law of the State in existence on the date hereof from being used to pay principal and interest on the Notes shall not be subject to the covenant to budget and appropriate. Any source of Non-Ad Valorem Revenues which is created after the date hereof and which is a 4297298t3tMtAMt
o o o a o a o prohibited by a general or special law of the State from being used to pay principal and interest on the Notes shall not be subject to the covenant to budget and appropriate.Section 3.07. Officers and Employees of the Borrower Exempt from Personal Liability.No recourse under or upon any obligation, covenant or agreement of this Loan Agreement or the Notes or for any claim based hereon or thereon or otherwise in respect thereof, shall be had against any officer (which includes elected and appointed officials), agent or employee, as such, of the Borrower past, present or future, it being expressly understood (a) that the obligation of the Borrower under this Agreement and under the Notes is solely a corporate one, limited as provided in the preceding Section 3.06, (b) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the ofhcers, agents, or employees, as such, of the Borrower, or any of them, under or by reason of the obligations, covenants or agreements contained in this Agreement or implied therefrom, and (c) that any and all such personal liability of, and any and all such rights and claims against, every such officer, agent, or employee, as such, of the Borrower under or by reason of the obligations, covenants or agreements contained in this Agreement and under the Notes, or implied therefrom, are waived and released as a condition of, and as a consideration for, the execution of this Agreement and the issuance of the Notes on the part of the Borrower.Section 3 .08. Business Days. In any case where the due date of interest on or principal of the Notes is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Bank.Section 3.09. Tax Representations. Warranties and Covenants of the BorroweT. The Borrower agrees to comply with the provisions of the Tax Compliance Certificate, if one is ever executed.ARTICLE IV CONDITIONS OF LENDING The obligations of the Bank to lend hereunder precedent:Section 4.01. Representations and Warranties.O forth in this Agreement and the Notes are and shall be hereof.are subject to the following conditions The representations and warranties set true and correct on and as of the date o O o Section 4.02. No Default. On the date hereof the Borrower shall be in compliance with all the terms and provisions set forth in this Agreement and the Notes on its part to be observed or performed, and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such an Event of Default, shall have occurred and be continuing at such time.Section 4.03. Supporting Documents. On or prior to the date hereof, the Bank shall have received the following supporting documents, all of which shall be satisfactory in form and substance to the Bank (such satisfaction to be evidenced by the purchase of the Notes by the Bank):4297298t3tMtAMt
o o o o o o o o o o a (a) The opinion of the City Attomey of the Borrower regarding the due authorization,execution, delivery, validity and enforceability of this Agreement and the Notes;(b) The opinion of Bond Counsel regarding the validity and enforceability of the Agreement and the Notes and the exemption of the Notes from certain taxes imposed under the laws of the State; and (c) Such additional supporting documents as the Bank may reasonably request.ARTICLE V FUNDING THE LOAN Section 5.0 1 . The Loan. The Bank hereby agrees to loan to the Borrower the amount of up to the Loan Amount to be evidenced by the Notes to provide funds to finance the Costs of the Project upon the terms and conditions set forth in this Agreement and the Notes. Each Note sets forth the maximum principal amount which may be outstanding at any time thereunder. The Borrower agrees to repay the principal amount borrowed plus interest thereon, upon the terms and conditions set forth in this Agreement and the Notes.Section 5.02. Description and Palzment Terms of the Notes. To evidence the Loan, the Borrower shall issue and deliver to the Bank the Notes in the forms attached hereto as Attachments A-1 and A-2.Section 5.03. Advances on Notes.(a) The Borrower may borrow from time to time up to the Loan Amount by requesting Advances hereunder. Each Advance shall be for at least $250,000, provided that the initial Advance on the Tax-Exempt Note shall be for at least $55,000, and no more than one Advance may be requested in any month. Amounts advanced and repaid on the Notes may be re-advanced,provided that after cumulative Advances of the Tax-Exempt Note equal $59,000,000, no further Advance will be requested by the Borrower thereon nor will the Bank have any obligation to fund any such Advance, unless the Borrower and the Bank have on or prior to the date of such Advance received an opinion of Bond Counsel to the effect that taking into account the fact that cumulative advances will exceed $59,000,000, the interest on the Tax-Exempt Note will remain excluded from gross income for federal income tax purposes and the Note is not an item of tax preference under Section 57 of the Code.(b) The Bank shall not be obligated to Advance any funds unless (i) no Event of Default has occurred and is continuing, and (ii) the Borrower delivers to the Bank a written request for such Advance in the form of Attachment C, executed by an Authorized Individual,indicating the amount of the Advance requested, the date on which such Advance is to be made (which shall be not less than two Business Days after the date such request is received by the Bank) and stating that the representations and warranties of the Borrower contained herein are true and correct as of such date. The Bank will not fund any Advance unless the conditions set forth in (i) and (ii) above are satisfied, provided that the Bank may in its sole discretion waive any or all such conditions.9 4297298t3lMtAMt
o o o o o o a o o I (c) No Advance will be requested by the Borrower on the Tax-Exempt Note, and the Bank will have no obligation to fund any such Advance, unless the Borrower and the Bank have on or prior to the date of such Advance received an opinion of Bond Counsel to the effect that the interest on the Tax-Exempt Note is excluded from gross income for federal income tax purposes and the Note is not an item of tax preference under Section 57 of the Code.(d) No Advance will be made unless the request for Advance is accompanied by a certification signed by an Authorized Individual indicating that the Borrower has satisfied the requirements of this Agreement and of any and all other agreement(s) binding upon the Borrower that limit or condition the Borrower's ability to incur indebtedness such as the Notes, and including calculations demonstrating such compliance. As of the date of this Agreement, the Borrower is also bound by covenants contained in certain loan agreements, dated as of August 1,2001, with the City of Gulf Breeze, Florida and U.S. Bank National Association, as successor Trustee. Notwithstanding anl.thing to the contrary contained in this Agreement, the requirements of Section 3.02 of this Agreement with respect to all Advances may be satisfied by a certification delivered to the Bank at the time of any Advance to the extent such certification assumes that the full Loan Amount has been borrowed under such Advance so long as the City certifies at the time of any future Advances that it has not, since the date of such certification, incurred any Competing Debt.ARTICLE VI EVENTS OF DEFAULT O Section 6.01. General. An "Event of Default" shall be deemed to have occurred under this Agreement if:(a) The Borrower shall fail to make any payment of the principal of or interest on the Loan when the same shall become due and payable; or (b)3.02: or The Borrower does not comply with Section 3.01(c), (d), (e), (0 or O or Section (c) The Borrower shall default in the performance of or compliance with any term or covenant contained in this Agreement and the Notes, other than a term or covenant a default in the performance of which or noncompliance with which is elsewhere specifically dealt with, which default or non-compliance shall continue and not be cured within thirty (30) days after (i) written notice thereof to the Borrower by the Bank, or (ii) the Bank is notified of such noncompliance or should have been so notified pursuant to the provisions of Section 3.01(c) of this Agreement,whichever is earlier; or (d) Any representation or warranty made in writing by or on behalf of the Borrower in this Agreement or the Notes shall prove to have been false or incorrect in any material respect on the date made or reaffirmed; or (e) The Borrower admits in writing its inability to pay its debts generally as they become due or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself; or 4297298l3tMtAMl 10
o o o o o a o O O (0 The Borrower is adjudged insolvent by a court of competent jurisdiction, or it is adjudged a bankrupt on a petition in bankruptcy filed by or against the Borrower, or an order,judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Borrower, a receiver or trustee of the Borrower or of the whole or any part of its property, and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) The Borrower shall file a petition or answer seeking reorgantzation or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or the State; or (h) The Borrower shall default in the due and punctual payment or performance of covenants related to any other obligation for the payment of money to the Bank or any other subsidiary or affiliate of any bank holding company of which the Bank is a subsidiary; or (i) The Borrower shall default in the due and punctual payment of any Competing Debt or an event of default exists with respect to any Competing Debt which results in the acceleration of the time for payment of such debt or entitles the holder of such Competing Debt to accelerate the time for payment of such debt.Section 6.02. Effect of Event of Default.Except as otherwise provided in. the Notes, immediately and without notice, upon the occurrence of any Event of Default, the Bank may declare all obligations of the Borrower under O this Agreement and the Notes to be immediately due and payable without further action of any kind and upon such declaration the Notes and the interest accrued thereon shall become immediately due and payable. In addition, and regardless whether such declaration is or is not made, the Bank may terminate its commitment to make Advances hereunder and may also seek enforcement of and exercise all remedies available to it under any applicable law.ARTICLE VII MISCELLANEOUS Section7.01. No Waiver: Cumulative Remedies. No failure or delay on the part of the Bank in exercising any right, power, remedy hereunder or under the Notes shall operate as a waiver of the Bank's rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy hereunder or thereunder. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity.Section 7.02. Amendments. Changes or Modifications to the Agreement. This Agreement shall not be amended, changed or modified except in writing signed by the Bank and the Borrower. The Borrower agrees to pay all of the Bank's costs and reasonable attomeys' fees incurred in modifying and/or amending this Agreement at the Borrower's request or behest.Section 7.03. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of 11 o 4297298t3tMtAMt
o o o o o a o o o o a this Agreement, it shall not be necessary to produce or account for more than one such counterpart.Section 7.04. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as ifsuch illegal or invalid clause, provision or section had not been contained herein.Section 7.05. Term of Agreement. Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by the Borrower in connection herewith shall be in full force and effect from the date hereof and shall continue in effect as long as the Notes are outstanding.Section 7.06. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method (provided customary evidence of receipt is obtained); the day after it is sent,if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail,return receipt requested, postage prepaid. In each case notice shall be sent to the Notice Address.Section 7.07. Applicable Law: Venue. This Agreement shall be construed pursuant to and governed by the substantive laws of the State. The parties waive any objection to venue in any judicial proceeding brought in connection herewith lying in Miami-Dade County, Florida.Section 7.08. Binding Effect: Assignment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The Borrower shall have no rights to assign any of its rights or obligations hereunder without the prior written consent of the Bank.Section 7.09. No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder.Section7.10. Attorneys Fees. To the extent legally permissible, the Borrower and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement or the Notes (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party.Section 7.1 l. Entire Agreement. Except as otherwise expressly provided, this Agreement and the Notes embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof.Attachments A-1, A-2,8 and C hereto are a part hereof.Section 7.12. Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements 4297298/3/MtAMt l2
o o o o o o o o o o o or instruments and shall cooperate with one another in all respects for the purpose of out the transactions contemplated by this Agreement.Section 7.13. Waiver of Jur), Trial. This Section 7.13 concerns the resolution of any controversies or claims between the Borrower and the Bank. whether arising in contract, tort or by statute, that arise out of or relate to this Agreement or the Notes (collectively a "Claim"). The parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. This provision is a material inducement for the parties entering into this Agreement.Section 7.14. Patriot Act The Bank hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed inlo lau' October 26,ZObty;, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Bank to identify the Borrower in accordance with such Act'IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between them as of the date of first set forth above.CITY OF MIAM] BEACH, FLORIDA By:Name: Phi Title:,"'tr''Attest /t t---\ ,/ey: / '3''Namei Rafael E. Granado Title: City Clerk WELLS FARGO BANK, NATIONAL ASSOCIATION By:Name:Title:ce Aylsworth 4297298t3lMlAMl 13 Vice President
o c o a o o a a ATTACHMENT A-I TAX-EXEMPT PROMISSORY NOTE KNOW ALL MEN BY THESE PRESENTS that the undersigned maker (the "Borrower"), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Wells Fargo Bank, National Association, or registered assigns (hereinafter, the "Bank"), the principal sum of $59,000,000 or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate per annum equal to the Applicable Rate (hereinafter defined) (subject to adjustment as hereinafter provided) based upon a year of 360 days for the actual number of days elapsed.Principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Bank may designate to the Borrower.a The Applicable Rate is 70o/o of the sum of the LIBOR Rate (hereinafter defined) plus 0.50%_The Borrower shall pay the Bank interest hereon in arrears on the first Business Day (as defined in the Loan Agreement hereinafter defined) of each month, and the entire unpaid O principal balance hereof, together with all accrued and unpaid interest hereon, on May ZO, iOrc (the "Maturity Date").All payments by the Borrower pursuant to this Note shall apply first to accrued interest,then to other charges due the Bank, and the balance thereof shall apply to the principal sum due.o As used in this Note,(1) "Code" means the Intemal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto;(2) "Determination of Taxability" means interest on this Note is determined or declared, by the Internal Revenue Service or a court of competent jurisdiction to be includable in the gross income of the Bank for federal income tax purposes under the Code, which determination or declaration has become final and not subject to further contest or appeal under applicable law.(3) "lnterest Period" means (a) the period commencing on the date of the original issuance of this Note and ending on the day preceding the first Business Day of the following month; and (b) thereafter, each period commencing on the first Business Day of each month and ending on the day preceding the first Business Day of the following month.4297298t3lMlAMl A-1-1
a e o o o o o o o o a (4) "LIBOR Rate" means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 1 1:00 a.m., London time, on the second London Business Day prior to the first day of each Interest Period, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).(5) "London Business Day" means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market.(6) "Prime Rate" means a rate of interest equal to the announced prime commercial lending rate per annum of Wells Fargo Bank, National Association. The Prime Rate is a reference rate for the information and use of the Bank in establishing the actual rate to be charged to the Borrower. The Prime Rate is purely discretionary and is not necessarily the lowest or best rate charged any customer. The Prime Rate shall be adjusted from time to time without notice or demand as of the effective date of any announced change thereof.(7) "Taxable Rate" means a rate equal to the Prime Rate times that percentage which after the Determination of Taxability will result in the same federal after-tax yield to the Bank as before said Determination of Taxability.In the event a Determination of Taxability shall have occurred, the rate of interest on this Note shall be increased to the Taxable Rate, effective retroactively to the date on which the interest payable on this Note is includable for federal income tax purposes in the gross income of the Bank. In addition, the Bank shall be paid an amount equal to any additions to tax, interest and penalties, and any affears in interest that are required to be paid to the United States of America by the Bank as a result of such Determination of Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the Borrower within sixty (60)days following the Determination of Taxability and demand by the Bank.In the altemative, in the event that interest on this Note during any period becomes partially taxable as a result of a Determination of Taxability applicable to less than all of this Note, then the interest rate on this Note shall be increased during such period by an amount equal to:(A-B)xCwhere:(A) "A" equals the Taxable Rate (expressed as a percentage);(B) "B" equals the interest rate on this Note (expressed as a percentage); and (C) "C" equals the portion of this Note the interest on which has become taxable as the result of such tax change (expressed as a decimal).In addition, the Bank shall be paid an amount equal to any additions to tax, interest and penalties,and any arrears in interest that are required to be paid to the United States of America by the Bank as a result of such Determination of Taxability. All such additional interest, additions to 4297298/3/MtAMt A-t-2
o o o o o o o a o o o tax, penalties and interest shall be paid by the Borrower within sixty (60) days following the Determination of Taxability and demand by the Bank.In the event that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on this Note on a tax-exempt basis, changes from the Maximum Corporate Tax Rate then in effect,which causes a reduction in yield on this Note, the interest rate on this Note that is bearing interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the Applicable Rate then in effect by a fraction equal to (1-A divided by 1-B), where A equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate Tax Rate in effect on the date of the original issuance of this Note.So long as any portion of the principal amount of this Note or interest hereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any federal or Florida public body or governmental agency which changes the basis of taxation of interest on this Note or causes a reduction in yield on this Note (other than by reason of a change described above) to the Bank, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as result of action by any federal or Florida public body or governmental agency, any payment is required to be made by, or any federal, Florida state or Florida local income tax deduction is denied to, the Bank (other than by reason of a change described above or by reason ofany action or failure to act on the part ofthe Bank), by reason of the ownership of this Note, the Borrower shall reimburse the Bank within five (5) days after receipt by the Borrower of written demand for such payment, and, to the extent permitted by law,the Borrower agrees to indemnify the Bank against any loss, cost, charge or expense with respect to any such change. The determination of the after-tax yield calculation shall be calculated by the Bank, and such calculation, in the absence of manifest error, shall be binding on the Borrower and the Bank.The principal of and interest on this Note may be prepaid at the option of the Borrower in whole or in part, on the first Business Day of each month, without prepayment premium or penalty.Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Bank may declare the entire debt then remaining unpaid hereunder immediately due and payable;and in any such default and acceleration, the Borrower shall also be obligated to pay (but only from the Budgeted Revenues) as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic stay.Any amount payable to the Bank hereunder which is not paid when due shall bear interest at the Default Rate. For purposes of this Note, "Default Rate" means the higher of (1) the Prime Rate plus 4%o and (2) the Adjusted One-Month LIBOR Rate plus 4%. "Adjusted One-Month LIBOR Rate" means the sum of 2.50o/o plus the quotient of (a) the LIBOR Rate on the immediately preceding London business day for U.S. dollar deposits with a one month term,divided by (b) one minus the "Reserve Requirement" applicable to U.S. dollar deposits in the 4297298t3tMtAMt A-1-3
o o o o o o a o a o o London interbank market with a maturity equal to one month. The Default Rate shall be determined as of the day immediately following the date on which any amount payable to the Bank hereunder is not paid when due.Anything provided herein or in this Note to the contrary notwithstanding, in no event shall this Note bear interest in excess of the Maximum Rate (hereinafter defined). In the event the interest rate exceeds the Maximum Rate, this Note shall continue to bear interest at the Maximum Rate regardless of the reduction of the interest rate to a rate less than the Maximum Rate until such time as interest shall accrue on this Note in an amount (the "Excess Interest") that would have accrued hereon had the interest rate not been limited by the Maximum Rate. Upon the Maturity Date, in consideration for the limitation of the rate of interest otherwise payable on this Note, the Borrower shall pay to the Bank a fee equal to the amount of the unpaid amount of all unpaid defened Excess Interest."Maximum Rate" means the maximum rate of interest permitted for non-rated governmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be amended from time to time.The Borrower to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor.THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORROWER BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES DESIGNATED THEREFOR PURSUANT TO THE LOAN AGREEMENT. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE BORROWER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.This Note is issued in conjunction with a Loan Agreement, dated of even date herewith between the Borrower and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. Pursuant to the Loan Agreement, the Borrower may request Advances from time to time from the Bank hereunder, provided that the outstanding principal amount at any time under this Note shall not exceed the principal sum set forth in the first paragraph hereof, and provided that amounts borrowed and repaid may be re-borrowed hereunder as provided in the Loan Agreement.All terms, conditions and provisions of Resolution No. 2014-28599 adopted by the Mayor and City Commission of the Borrower and the Loan Agreement are by this reference thereto incorporated herein as a parl of this Note. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.This Note is payable solely from and is secured by a lien upon and pledge of the "Budgeted Revenues" as described in the Loan Agreement. Notwithstanding any other provision of this Note, the Borrower is not and shall not be liable for the payment of the principal of and interest on this Note or otherwise monetarily liable in connection herewith from any property other than the Budgeted Revenues.42S7298t3tMtAMl A-l-4
o o o o By:a o O o o o This Note may be exchanged or transferred but only as provided in the Loan Agreement.It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation.IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the date hereinafter set forth.The date of this Promissory Note is May 30, 2014.CITY OF MIAMI BEACH, FLORIDA Name: Philip Levine Title: Mayor o 4297298/3/MrAMr A-1-5
o o o o o a o a a ATTACHMENT A-2 TAXABLE PROMISSORY NOTE KNOW ALL MEN BY THESE PRESENTS that the undersigned maker (the "Borrower"), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of Wells Fargo Bank, National Association, or registered assigns (hereinafter, the "Bank"), the principal sum of $1,000,000 or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate per annum equal to the Applicable Rate (hereinafter defined) based upon a year of 360 days for the actual number of days elapsed.Principal of and interest on this Note are payable in immediately available funds constituting lawful money of the United States of America at such place as the Bank may designate to the Borrower.The Applicable Rate is the sum of the LIBOR Rate (hereinafter defined) plus 0.75%.The Borrower shall pay the Bank interest hereon in arrears on the first Business Day (as defined in the Loan Agreement hereinafter defined) of each month, and the entire unpaid principal balance hereof, together with all accrued and unpaid interest hereon, on May 30,2016 (the "Maturity Date").All payments by the Borrower pursuant to this Note shall apply first to accrued interest,then to other charges due the Bank, and the balance thereof shall apply to the principal sum due."LIBOR Rate" means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOR0I page (or any successor page) at approximately ll:00 a.m., London time, on the second London Business Day prior to the first day of each Interest Period, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation)."London Business Day" means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market."Interest Period" means (a) the period commencing on the date of the original issuance of this Note and ending on the day preceding the first Business Day of the following month; and (b)thereafter, each period commencing on the first Business Day of each month and ending on the day preceding the first Business Day of the following month.The principal of and interest on this Note may be prepaid at the option of the Borrower in a whole or in part, on the first Business Day of each month, without prepayment premium or penalty.o 4297298t3lMtAMt A-2-1
o o o a o o a a o o o Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Bank may declare the entire debt then remaining unpaid hereunder immediately due and payable;and in any such default and acceleration, the Borrower shall also be obligated to pay (but only from the Budgeted Revenues) as part of the indebtedness evidenced by this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic stay.Any amount payable to the Bank hereunder which is not paid when due shall bear interest at the Default Rate. For purposes of this Note, "Default Rate" means the higher of (1) the Prime Rate plus 4Yo and (2) the Adjusted One-Month LIBOR Rate plus 4%."Prime Rate" means a rate of interest equal to the announced prime commercial lending rate per annum of Wells Fargo Bank, National Association. The Prime Rate is a reference rate for the information and use of the Bank in establishing the actual rate to be charged to the Borrower. The Prime Rate is purely discretionary and is not necessarily the lowest or best rate charged any customer. The Prime Rate shall be adjusted from time to time without notice or demand as of the effective date of any announced change thereof."Adjusted One-Month LIBOR Rate" means the sum of 2.50Yo plus the quotient of (a) the LIBOR Rate on the immediately preceding London business day for U.S. dollar deposits with a one month term, divided by (b) one minus the "Reserve Requirement" applicable to U.S. dollar deposits in the London interbank market with a maturity equal to one month. The Default Rate shall be determined as of the day immediately following the date on which any amount payable to the Bank hereunder is not paid when due.Anything provided herein or in this Note to the contrary notwithstanding, in no event shall this Note bear interest in excess of the Maximum Rate (hereinafter defined). In the event the interest rate exceeds the Maximum Rate, this Note shall continue to bear interest at the Maximum Rate regardless of the reduction of the interest rate to a rate less than the Maximum Rate until such time as interest shall accrue on this Note in an amount (the "Excess Interest") that would have accrued hereon had the interest rate not been limited by the Maximum Rate. Upon the Maturity Date, in consideration for the limitation of the rate of interest otherwise payable on this Note, the Borrower shall pay to the Bank a fee equal to the amount of the unpaid amount of all unpaid deferred Excess Interest."Maximum Rate" means the maximum rate of interest permitted for non-rated govemmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be amended from time to time.The Borrower to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor.THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORROWER BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES DESIGNATED THEREFOR 429729Al3lMlAMl A-2-2
o PURSUANT TO THE LOAN AGREEMENT. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE BORROWER IS PLEDGED TO THE O PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO.This Note is issued in conjunction with a Loan Agreement, dated of even date herewith between the Borrower and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. Pursuant to the Loan Agreement, the Borrower may request Advances from time to time from the Bank hereunder, provided that the outstanding principal amount at any time under this Note shall not exceed the principal sum set forth in the first paragraph hereof, and provided that amounts borrowed and repaid may be re-borrowed hereunder.A1l terms, conditions and provisions of Resolution No. 2014-28599 adopted by the Mayor and City Commission of the Borrower and the Loan Agreement are by this reference thereto incorporated herein as a part of this Note. Terms used herein in capitahzed form and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.This Note is payable solely from and is secured by a lien upon and pledge of the "Budgeted Revenues" as described in the Loan Agreement. Notwithstanding any other provision of this Note, the Borrower is not and shall not be liable for the payment of the principal of and interest on this Note or otherwise monetarily liable in connection herewith from any property other than the Budgeted Revenues.This Note may be exchanged or transferred but only as provided in the Loan Agreement.It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation.IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the date hereinafter set forth.The date of this Promissory Note is May 30, 2014.CITY OF MIAMI BEACH, FLORIDA Name: Philip Levine Title: Mayor o a o o o a o o o 4297298/3/MlAMt A-2-3 By:
o o o a o o o o o o ATTACHMENT B 1. Authorized Individual(s): Patricia D. Walker, Chief Financial Officer Georgina P. Echert, Assistant Finance Director 2. Notice Address of Borrower: City of Miami Beach, Florida 1700 Convention Center Drive 3'd Floor Miami Beach, Florida 33139 Attention: Chief Financial Officer 3. Notice Address of Bank: Wells Fargo Bank, National Association 200 South Biscayne Boulevard l4th Floor Miami, Florida 33131 Attention: Lance Aylsworth, Vice President B-l o 42g72g8t3tMtA*t
o o o o a ATTACHMENT C REQUEST FOR ADVANCE Date:O To: Wells Fargo Bank, National Association From: City of Miami Beach, Florida Amount of Advance on Tax-Exempt Note: $' Amount of Advance on Taxable Note: $Date of Advance:Purpose of Advance (description and amount):The above-named Borrower requests an Advance under the Loan Agreement dated as of May 30,2014 (the o'Loan Agreement") and the Promissory Note identified above in the amount set forth above. The representations and warranties of the Borrower contained in the Loan Agreement are a true and correct as ofthe date hereof.Attached hereto are the showings, if any, required by Section 5.03 of the Loan Agreement,including the opinion(s) of Bond Counsel required thereunder.O Proceeds of the Advance should be wired as follows:CITY OF MIAMI BEACH, FLORIDA By:Name:Title:-$-$-$o c-1 o 42gt2s,t3t,tA,t
\3
o o o a o o o o o o TAX-EXEMPT PROMISSORY NOTE KNOW ALL MEN BY THESE PRESENTS thAt thE UNdETSigNEd MAKET (thE "Borrower"), a municipal corporation created and existing pursuant to tf3 Constitution and the laws of the State of Florida, for value received, promisei io puy.frgm the sources hereinafter provided, to the order of wells nargo 8""k,. NrJil"il Association, or registered assigns (hereinafter. the "tsuJ."). the principal"rr- of $59,000,000 or-such lesser alnount as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate per aruIum equal to the Applicable Rate (hereinafter defrnedf (subj^e9t to adjustment as hereinafter provided) based upo, u year of 360 days for the actual number of days elapsed'Principal of and interest on this Note are payable in immedjately available funds constituting laufirl money of the united States of America at such place as the Bank may designate ti ttie Borrower.fter defined) Plus The Applicable Rate is 70% of the sum of the LIBOR Rate (hereina 0.s0%.TheBorrowershallpaytheBankinteresthereoninarrearsonthefirstBusinessDay(as defined in the Loan Agreement fr.t.i"ut"f Jefined) of,teach month' and the entire unpaid principai balance t er"ofltogether with uti-u"..u"a ani urpaid interest hereon' on May 30' 2076 (the "MaturitY Date").All payments by the Borrower pYttlTt to this Note shall apply first to acffued interest'then to other charg.; fi" ih. Bank, u"a'tfr. UJance thereof shall apply to the principal sum due'As used in this Note, ',, .., .(1) ..Code,,means.lhe lntemal Revenue Code of 1986, as amended, and any Treasury Regulations, wliethei i.*porrry, proposed or final, promulgated thereunder or applicable thereto;(2)...o...,-io,.ionofTaxability,,meansinterestonthisNoteisdeterminedor declarei;-;,,G h1^.-fr;i- .nr: S"*i.. o, a court of competent jurisdiction to be includableinthggrossiniomeoftheBankforfederalincometaxpurposesrinderthe Code;'Whichdetermination or declaration has become final and not subject to further conJgst or appeat under applicable law'.rii.i":::+:i:z : ,l , (31,:.,, "Interest Period" means (a) the period commencing on the date of the ^,;oi.ottiJ.,ruo."'olthis Note and ending on the day preceding the first Business Day of "-'.,: a--- --the following,:monthl and (b) thereafter]each period-commencing on the first Business ;;;";;;f ;;t'*a "oii,g on th; day preceding the first Business Dav of the following month.(4) "LIBOR Rate" means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds for one (1) month as reported on Reuters Screen LIBOROl page (or any successor page) at approximately o 4298186/1/MIAMI
o o a a o a a o o o a 11:00 a.m., London time, on the second London Business Day prior to the first day of each Interest Period, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation)'(5)..LondonBusinessDay,,meansanyday'thatr;adarfortradingbyand between banks in Dollar deposits in the London interbank market'(6) ,,prime Rate" means a rate of interest equal to th9 announced prime commercial lending rate per annum of wells Fargo Bank,^ fatlona.l Association' The prime Rate is a reference rate for the information and use of the B?*- j" establishing the actual rate to be charged to the Borrower. The Prime Rate is purely discretionary and is not necessarily the lJwest or best rate charged any customer. 'Ihe'P:ime Rate shall be adjusted from time to time without notice or demand as of the',effective date of any announced change theleof'(7) ,,Taxable Rate" means arate equal to the Prime Rate times that percentage which after the Determination of Taxability will result in the same federal after-tax yield to the Bank as before said Determination of Taxability.In the event a Determination of Taxability sha11 have occurred, the rate of interest on this Note shall be increased to the Taxable Rate, effective retroactively to the date on which the interest payable on this Note is includable for federal income tax purposes in the gross income of the Bank. In addition, it. gunk shall be paid an amount equal to any_ additions to tax, interest and penalties, and ;;;;; m i,t"r.rt',h* u,. required to be paid to the United States of America by the Bank as a result of such Determination of raxability. All such additional interest, additions to tax, penalties *d irrt"r.rt shall be paid by the Borrower within sixty (60)days foilowing the Determination of Taxability and demand by the Bank'In the alternative, in the eraot that interest on-this Note during any period becomes partially taxable as a result of,,a Determination of Taxability applicable to less than all of this Note, then the interest rat€ on tfii, NotU,tfruil be increased during iuch period by an amount equal to: (A-B)xCwhere:16y' : ,,R,, equals'tiie Taxable Rate (expressed as a percentage);(B) .,B" equals the interest rate on this Note (expressed as a percentage); and .^*i^* ^f thic NTnfr hich has become . ,,'r' (C) "C",eQuals the portion of this Note the interest oo W:,t taxable ur tfr. result oi such taxihange (expressed as a decimal)'In addition, the Bank shail be paid an amount equal to any additions to tax, interest and penalties,and any arrears in interest that are required to be paid io the United States of America by the Bank as a resurt of such Determination of raxabiliiy. Ail such additional interest, additions to tax, penalties and interest shall be paid by the Borrower within sixty (60) days following the Deiermination of Taxability and demand by the Bank'4298186/1/MIAMI
a o O o o a a o o o o In the event that the maximum effective federal corporate tax rule (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on this Note on a tax-exemit UusiJ, .nurg", from the Maximum Corporate Tax Rate then in effect'which causes a reduction in yield on this Note, tire interest rate on this Note that is bearing interest on a tax-exempt basis shall be adjusted to the product_ obtained by multiplying the Applicable Rate then in effect by a fraction equal to (1-A-divided by 1=B), where A equals the Maximum Corporate Tax Rate in effect us of tire date of adjustmenl 3*l equals the Maximum Corporate Tar Rate in effect on the date of the original issuance of this Note' ,SolongaSanyportionoftheprincipalamountofthisNoteorintere-sthereonremains unpaid (a) if uny 1u*, rule, regulation or executive order is enacted or promulgated by any federal or Florida public body or goveillmental agency which changes the basis of taxation of interest on this Note or "urr., a reJuction in yield on this Note (other t]rT bVPason of a change described above) to the Bank, including witirout lirnitation the imposition of any excise tax or surcharge thereon, o, (ul if, as ,"r.,li of action -by any federal or Florida public body or govemmentut ug.rr.y, *v puv1n"nt is required to be T"d.. !y,- ot any federal, Florida state or Florida local income tax deduction is J.ri.a to, the Bank (oJhe, thur^ by reason of a change described above or by reason of any action or failure t9 act ontthe nart ol lir.e Bjnk), by reason of the ownership of this Note, the Borrower sharr reimburse therBank within five (5) days after receipt by the Borower of written demand for zuch payTenl, and, to the extent Permitted by law'the Borrower agrees to indemnify the Bank against uny torS, cost, charge or expense with respect to any such change. The determi"utro" or ifr e after-tax yierd carculation shall be calculated by the Bank, and such calculation, i, trre arsence of manifest error, shall be binding on the Borrower and the Bank'The principal of and interest on this Note may be prepaid a! the option of the Borrower in whole or in part, ;; ,h. ilt Business pu, of tuth t*ttitt' without prepayment premium or penalty.UpontheoccurenceofanEventofDefault(asdefrnedintheLoanAgreement)thenthe Bank may declare ffi;,r*;;;"rh"rrr"-uirrirrg unpaid hereunder immediately due and payable;and in any such a.iurrrt *a aJcereration, trr. no.1o*er shail arso be obligated to pay (but only from the Budgeted Revenues) as^p..q4.oi the indebtedness evidenced by this Note' all costs of collection arrd e,,foro;;.; frii"of;in.luding such fees as may be inc,rred on.appeal or incurred in any proceeding ;d;;*lr;fiy tu*, * tt.y now or heieafter exist, including specifically but without ei*i'4i"iYiffi; iCri., *a proteedings seeking adequate protection or relief from the automaiic staY.,il;;*ornr payable to the Bank hereunder which is not paid when due shall bear interest at the Defaul-tfnat".if} pr.por", of this Note, "Default Rate" means the higher of (1) the Prime R;p;;Jl r;';IJ fzl the Adjusted one-Month LIB6R Rate plus 4%o. "Adjusted one-Month LIB.R Rate,, -"*li lrr" ,# .f 2.;o%-plus the _quotient or (u) the LIBOR Rate on the immediately preceding London business day for u.s' dottar deposits with a one month term'divided by (b) orr. *i=nu, the "Reserve Requirement" applicable to U'S' dollar deposits in the London interbank market with a maturity equal to one month' The Default Rate shall be determined u, or tn" Jay immedixely ioliowing the date on which any amount payable to the Bank hereunder is not paid when due'4298186/1/MlAMl
o o o o o a o o o o 4 o An$hing provided herein or in this Note to the contrary notwithstanding, in no event sha[ this Note bear interest in excess of the Maximum Rate (hereinafter defined)' In the event the interes t rate exceeds the Maximum Rate, this Note shall continue to bear interest at the Maximum Rate regardless of the reduction of the interest rate to a rat2le.s.l than the Maximum Rate until such time as interest shall accrue on this Note in an amgynt (th1'-Ex.cess Interest") that would have accrued hereon had the interest late not been limited by the M-mimum Rate' Upon the \{aturity Date. in c.onsjcleration for the limitation of the rate of interest otherwise-payable on this Note, the Borrower shall pay to the Bank a fee equal to the amount of the unpaid amount of all unpaid defened Excess Interest'.,Maximum Rate" means the maximum rate of interest permitted for non-rated govemmental bonds as set forth in Section 215.84(3), Florida Statutes, as may be amended from time to time.The Borrower to the extent permitted by law hereby waives p-resentment, demand' protest THISNOTEANDTHEINTERESTHEREONDOEI-N9LIYSHALLNoT CONSTITUTE A GENERAL INDEBTEDNESS OF THE BORRO^WET. PUT SHALL BE eAvABLE SoLELY FRoM rne rraoNJYS ANPiJo-Uncps DESIGNATED THEREFoR PURSUANT TO THE LOAN ECNEETT'TENT. NE]]TTry THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE BO-RROWER IS PLEDGED TO THE PAYX4ENT OF THE PRINCIPAL OF ON TNTENPST ON THIS NOTE OR OTHER COSTS iNCIDENTAL HERETO. .' - reement' dated of even date herewith This Note is issued in conjunction with a Loan Ag between the Borrow;;; th. B;,k (the "Loan Agreement") and is subject to all the terms and conditions of the roun ag.r.*rnt,' F-ursuant,to the Loan Agreement, the Borrower may request Advances from time io rl*, t om'the'gtnt hereunder, prorid.d that the outstanding principal amount at any tl*e unae, this Note shall not exceed the principal sum set forth in the first paragraph hereof, and ,proyided tha!-Lounts borrowed and repaid may be re-borrowed 'h.t.rrd.t as provided in'thelgan AgLeement'All terms;''C tion, a1d'provisions of Resolution No. 2014-28599 adopted by the Mayor ana pib,j;;i;i:ri", of the Borrower and the Loan Agreement are by this reference thereto lr"orporatei. ii-"ln u, u part of this Note' Terms used herein in capitalized form and not .i*#tr" iu,i,r*a ilfurh-ll have the meanings ascribed thereto in the Loan Agreement'ilr, ,Npl,q i, puyuut. solely from and is secured by a lien upon and pledge of the ..BudgotedRevenu;s"',,'u, J.r.riu.d in the Loan Agreement. Notwithstanding any other provision of this Noib, the B;;;;;;"i and shall not bJ hable for the pavment 9l tlt principal of and i*"r.rr", irrtr,Noit or otherwise monetarily liabre in connection herewith from any property other than the Budgeted Revenues'This Note may be exchanged or transferred but only as provided in the Loan Agreement'4298186/1/MIAMI
o o o o o a a a o o o It is hereby certified, recited and declared that ail acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Noti do exist, have happened and have been perforned in due time, fonn and rnanner as required by 1aw, and that the issuance of this Note is in fill compliance with and does not exceed or vioiate any constitutional or statutory limitation.:'nrl MTNESS WHEREOF, the Borrower has caused this Note to,,,be executed in its name as of the date hereina.fter set forth.The date of this Promissory Note is May 30, 2014. , ,..;'',;i " t'""i":''ii!r iri 'ii:'i: "::: 'tt:):. ,:...CITY:OF MIAMJ BEACH, FLOR.IDA 1: 'lI:i:t.t lliri-:'ti : 1:.i *+" .r.?u. i \\. ru"" .",.i,"''f' '4. ' -'S'"i"''S ... . ,,..=i. ": ; .l:;,,r,t-:' il,jB, ;liir,l ,"{ I t .-:."1:t* ::::"is'.:1,:jF4t.- .:i''t j' n-Ttii.+- #'%' iaed i.*r,s- t:.,:L u '{f{i}i.l.---:;t4: u r':j,.Jdl r,o:d#... '"*g1i lr,** t .d4sr. it'":'* ^ sd*"li!,j:ii,llil ,,.d&. ,,:dt:r:,i 1,*'t'.r+.o:,t''.#llF .t,tl;.1.:i$.ltij.r' itt._i:. Fi: t,';i.-\{!i:::lr'l:J 'i\ti..iitr 4298186t1lMlAMl
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o o o a o o o o o O a TAXABLE PROMISSORY NOTE KNowALLMENBYTHESEPRESENTSthattheundersignedmaker(the .,Borrower,,), a municipal corporation created and existing pursuant to th3 constitution and the laws of the State of Florida, for value received, promises to puy.frgm the sources hereinafter provided, to the order of Wells Eargo Bank; N{gq. Association, or registered assigns (hereinafter, t1,e "ganli'), the principaisum of $1,000,000 or such lesser amo-unt as shall be outstanding hereunder, together with interest on the principal balance outstanding at the rate per annum equal to the Applicable Rate (hereinafter defined) tased upon a year of 360 days for the actual number of daYs elaPsed' :PrinciPal of and interest on this constituting la*fut money of the United designate to the Borower.Note are payable in immediately available funds States of America at such place as the Bank may TheApplicableRateisthesumoftheLlBoRRate(hereinafterdef,rned)p1us0.75%.The Borrower shall pay the Bank interest hereon in arears on the first Business Day (as defined in the Loan Agreement fr.r.irut.t defirred) of e.ry|r montl' and the entire unpaid principal balance t ereotltogether with uli-u..ru.a u"d ""piia interest hereon' on May 30' 2016 (the "lrtlaturity Date").All payments by the Borrower pursuant to this Note shall apply first to accrued interes!then to other chargJ ;,1";;;;;, *itr,. i"rance thereof shall applv to the principal sum due'n determined bY Bank based on the "LIBOR Rate" means the rate of interest pet:Pul rate for United Stui"r;;1h, deposits fo.a.t,tty of funds for one (1) month as reported on Reuters Screen LIBORO1 page (or u"l, *."irsoi pugel at approximately 11:00 a'm'' London time, on the second;;;"'" fi;rir.ri bui ptlo' *'tft-t h'st aay of each Interest Period' or' for any daynot a London BusinessJ)a1, the immediately preceding London Business Day (or if not ,o ,"port.a, then "r;;;;;i;#;* from anoth er recognrz"d ,ot"tt or interbank quotation)'"London Buiiness ; u s any day that is a day for trading by and between banks in Dollar depositsin the London intdank market',,fna.i"rif#od" means (a) the.period commencing on the date of the original issuance of this Notp; d.rrOir,!:''' tfr"Juy p*".al"g rfr. first Business Day of the following month; and (b)thereaftbi, each pefod commencing on tt. first Business Day of each month and ending on the il;;;;;ai"gth* frst gusiness Day of the fotlowing month.iii'rrt""t,* if *a i,terest on this Note may be prepaid at the option of the Borrower in whole or in pa6;,, on the first Business Day of eaih mtnlh, without prepayment premium or penalty.upon the occurence of an Event of Default (as defined in the Loan Agreement) then the Bank may declare the entire debt then r"*ulrri"g unpaid hereunder immediately due and payable;4298187/1/MlAMl
a o o a o o o o a a o and in any such default and acceleration, the Borrower shal1 also be obligated to pay (but only from the Budgeted Revenues) as part of the indebtedness evidenced by this Note' all costs of collection and enforcement hereof, including such fees as may be incurred on.appeal or incurred in any proceeding under bankruptcy ru*, a"s they now or hereafter exist, including specifically but without limitatio,, claims, disputes and proceedings seeking adequate protection or relief from the automatic staY.Any amount payable to the Bank hereunder which is not paid when due shall bear interest at the Default nate. r,or purposes of this Note, "Default Rate" means the higher of (1) the Prime Rate plus 4yo and(2) the Adjusted one-Month LIBOR Rate plus 4%.,,Prime Rate" means arate of interest equal to the announced prime commercial lending rate per annum of wells Fargo Baxk, National Association. The Prime Rate is a reference rate for the information and use of the Bank in establishing the actual I1te -to be charged to the Borrower. The Prime Rate is purely discretionary and is not nscessarily the lowest or best rate charged any customer. The Piime Raie shall be adjusted from time to time without notice or demind u, tf th. effective date of any announced change thereof .,Adjusted one-Month LIBOR Rate" mealls t. 1* of 2'.50o/o plus the quotient of (a) the LIBOR Rate on the immediately preceding London busiryss day for U'S' dollar deposits with a one month term, divided by (b) one *ir;tt. "Reserve Requirement" appljcable to U'S' dollar deposits in the London interbank *u.L.t ,rith a maturity equal to one month' The Default Rate shali be determined as of the auy i**.aiateiy forlowing the date on which any amount payable Any,thing provided herein or inlhis Note.,to the-contrary notwithstanding' in no event shall this Note bear irtrr.rt in excess or,rr. vlul1-Yy Rate (hereinafter defined)' In the event the interest rate exceeds the Maximum Rate, this Note shail continue to bear interest at the Maximum nu,. ,.iuli;rr;f ,rr. ,"a"r,lon ofthe -iltere.st rate to arate less than the Maximum Rate until such time as interest shail accrue on this Note in an amount (the "Excess Interest") that wouid have accruri rrer."" irad the interest rate not been limited by the Maximum Rate' Upon the Maturity Date, ;;;;;i;itiio, foiifr. limitation of the rate of interest otherwise pavable on this Note, the Borrower shall.Bay to,,the Bank a fee equal to the amount of the unpaid amount of all unpaid deferred Excess lnterest'.,Mu*id; Rate" mears the maximum rate of interest permiued for non-rated ,orr"rrr*.nlii;#as.i*-r., r"nr, i, s".,io, 215.84(3),Florida Statutes' as may be amended from timeto.tirii'0,,= - ''..ThgB..o,rr6wc;r1o the extent permitted by law hereby waives presentment' demand' protest and notice of dishonor'ri THISN0TEANDTHEINTERESTHEREONDOESNoTANDSHALLNoT CONSTITUTEAGENERALINDEBTEDNESSoFTHEBoRRowERBUTSHALLBE PAYABLESOLELYFROMTHEMONEYSANDSOURCESDESIGNATEDTHEREFOR PURSUANTToTHELOANAGREEMENT.NEITHERTHEFAITHANDCREDITNoR ANY AD VALOREM TAXING POV/ER OF THE BORROWER IS PLEDGED TO THE 429818711lMlAMl
o PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTFIER COSTS . INCIDENTAL HERETO.a o o o O a O I I This Note is issued in conjunction with a Loan Agreement. dated of even date herewith between the Borrower and the Ban-k (the "Loan Agreement") and is subject to all the terms and conclitions of the Loan Agreement. Ptlrsuant to the Loan Agreement, the Bonowel may request Aclvances from time to tin-re from the Bank hereunder, provicled that the outstanding principal alxollnt at an-v- time under this Note sl-rall not exceed the principai s.u-m set'forth in the first paragraph hereof, and provided that amounts borowed and repaid may ber re-borrowed hereunder. 'All terms, conditions and plovisions of Resolution No. 2014-28599 adopted by the Mayor ancl City Commission of the Borower and the Loan Agreemenl Tt..by this reference theieto incoryoiated herein as a part of this Note. Terms used herein.in capitalized form and not otherwise defined herein shall have tire meanings ascribed thereto in the Loan Agreement'This Note is payable solely fiom and is secuied by a lien up.on and pledge of the ,,Budgeted Revenues" as described in the Loan Agreernent.' Notwithstandi"g ?ry other provision of this Note, the Bonower is not and shal1 not be liable for the payment 91,1. principal of and interest on this Note or otherwise monetarily liable il connection herewith from any property other than the Budgeted Revenues.T6is Note may be exchanged or transfened but only as provided in the Loan Agreement"It is her-eby certified, recited and declared that all acts. conditions and prerequisites required to exist, hupp"rl urri b. pelformed precedent to and in the execution, delivery and the issuance of this Xoti'do exist, have happened and h1v1 been performed in due time, form and manner as required by law, ancl that the iisuance of this Note is in ful1 compliance r'vith and does not exceed or violate any constitutional or statutory limitation.iN WITNESS WHEREOF, the Bonower has caused tiris Note to be executed in its name as of the date hereinafter set forth. :The date of this Promissot'y Note is May 30, 2014'CITY OF MIAMI BEACH. FLOzuDA Nar{re;4298187/1/MIAMI
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CLOSING CERTIFICATE OF THE CITY We, Philip Levine, Mayor of the City of Miami Beach, Florida (the "City"), and Rafael E. Granado, 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 May 30, 2014 (the "Loan Agreement"), between the City and Wells Fargo Bank, National Association (the "Bank").(b) The representations of the City contained or incorporated by reference in Article II and Section 4.02 of the Loan Agreement are true and correct in all material respects.O (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 certificate are the genuine signatures of said officers:o o o a a o o Title Mayor City Clerk Name Philip Levine Rafael E. Granado o (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 May 30, 2014.(0 The interest rate on the Tax-Exempt Promissory Note does not exceed the maximum rate permitted pursuant to Section2l5.84, Florida Statutes. The interest rate on the O Taxable Promiisory 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 (0.605%), which interest rate is less than The Bond Buyer "20 Bond Index" published immediately preceding May 1,2014 plus 300 basis points (7.33%);(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 (0.900%), which interest rate is less than 30-year Treasury Bond yield published in The Bond Buyer immediately preceding May 1 ,2074 plus 500 basis points (8.46%).O 4298188/1/MtAMt
o e o o o o a a o o o IN WITNESS WHEREOF, we have hereunto set our hands this 30tr'day of May,2074,Rafael E. Granado City Clerk CITY OF MIAMI BEACH, FLORIDA 4298188/1/MIAMI
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o o a a o o o o a o o CLOSING AND DISCLOSURE CERTIFICATE OF THE BANK In connection with the Loan Agreement dated as of May 30, 2014 (the "Loan Agreement") between the City of Miami Beach, Florida (the "City") and Wells Fargo Bank,National Association (the "Bank") and the loan described in the Loan Agreement (the "Loan"),the Bank represents and certifies that:(a) The Loan Agreement has been duly authorized, executed and delivered by the Bank, and assuming the due authorization, execution and delivery by the City, constitutes alegal,valid and binding agreement of the Bank, enforceable in accordance with its terms, except to the extent the enforceability thereof may be limited bV (i) bankruptcy, insolvency or other laws affecting creditors'rights generally and (ii) general principles of equity.(b) Attached hereto is a Bank Assistant Secretary's Certificate evidencing the authority of the undersigned to execute the Loan Agreement and this Certificate on behalf of the Bank.(c) The nature and estimated amounts of expenses to be incurred by the Bank in connection with the Loan are legal fees of $4,000.00 (to be paid by the City).(d) There were no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the Loan.(e) No management fee will be charged by the Bank.(0 No fee, bonus or other compensation will be paid by the Bank in connection with the making of the Loan to any person not regularly employed or retained by the Bank.(g) The name and address of the Bank is:Wells Fargo Bank, National Association 200 South Biscayne Boulevard 14th Floor Miami, Florida 33131 (h) The City is proposing to borrow not exceeding $60,000,000 for the purpose of paying Costs of the Project (as defined in the Loan Agreement). The source of funds for repayment of the Loan is Non-Ad Valorem Revenues (as defined in the Loan Agreement) of the City budgeted and appropriated for the that purpose. The Loan is required to be repaid by May 30,2016. The interest rate on the Loan is variable and cannot be predicted. Neither can the amount that may actually be borrowed by the City be predicted. Authorizing this debt could result in an amount of revenues of the City of up to $60,000,000, plus the amount of interest accrued on the amount of the Loan, not being available for use by the City other than for the repayment of the Loan.(i) Without modifying in any way the rights and obligations of the Bank and the City pursuant to the Loan Agreement and the Notes (as defined in the Loan Agreement), the Bank (i)4298189/1/MlAMt
o o a o o o o o o o o is sufficiently knou,ledgeable and experienced in financial and business matters, including the purchase *d o*rr.rrhip of municipal and other tax-exempt obligations, to be able to determine what investigation of iire business and financial affairs of the City is necessary in order to evaluate the investment risks associated with the making of the Loan; (ii) has been offered copies of or full access to ail records, reports, financial statements and other information conceming the business and financial affairs of the City which the Bank deemed to be significant in making its investment decision, and which were requested by the Bank in connection with the Loan; (iii)has made such investigation of the business and financial affairs of the City as the Bank deemed necessary in making iis investment decision in connection with the Loan, and acknowledges that no official statement, placement memorandum, or other disclosure document has been prepared and is being delivered in connection with the Loan; and (iv) is making the Loan solely for its own account and not on behalf of others, and with no present intent to resell or otherwise distribute all or any part of or interest in the Loan.Dated: May 30, 201,4.WELLS FARGO BANK, NATIONAL ASSOCIATION Lance Aylsworth Vice President 4298189/1/MlAMl
o o o o o o o o o o StrCTTBTAI{Y'S CERTIFICATC WELLS FARGO I}ANK, NATIONAI, ASSOCIATION I, patricia A. Rueclenbery, hereby certi.iy tirat I am an Assistant Sccretary of Wells Fargo Bank, National As.sociation" a national banking association organized and existing u,der the laws of the Unitcd Statcs of Amcrica (thc "Bank"), atrd I hereby lurther ccrlily as follows:I . The l.ollorving is a true anrl correcl extract from resoiutior:s duly adopted by the Board of Dircctors of the Bank on November 25,2{)A3,as amended, and no rnodilicaticn,amendment, rcscission or revocation of such re solutions has occurred affecting such extract as of the date of this ccrtificatc.RESOLVED, that agrccments, instntments, or o1}:er documents,including amendments and modificalions thereto, relating to or affecting the property or business anrl afltrirs of tire Bank, r.vhether acting for its orl'n account or iu a fiduciary or otlter rep.rssentative capacity, may be execuled in its name l-ry the persons hereinafler authorized;FUR]"HER I{ESOLVED, rhat for thc purposes of these resolutions,"Executive Officer" shall rnean any person specifically designated as au Exccutive Officer of the Bank by resolution of the Roard ofDirectors, and ..Signing Officer" shall mean the Chairman of the Board, the President,emy Senior Exccutivc Vice President, any Execulivc Vice President, any Senior Vice Presitlent. thc Trcasurer, any Vice Presidcnt, any Assistant Vice President, any person rvhose title inciudes tlrc word "Offic*r" (e.g.,Comnrsrcial Banking Officer, Personal Ilanking O{'ficer,'l"rust Officer), or any othff person whose titls has been or is hercaftcr designated by the Board of Directors as a title tor an ol'ficer of thc l3ank, and such officers are hereby authorized lo sign agreements, instruments and other documents on behalf of the Bank in acc<lrriance with the signing ' authorities conferred in Parts A, B and C of these resolutions;C. Signing Ofllccrs F'URfI-lER RESOLVED, that any Signing Officer, acting alone'may execute or: behalf of the Bank, whether acting for its own accounl or in a fiduciary or other reprcs€ntative capacity:1. Loan and ocdit agreemenls, commilments to make or purchase loans" notcs or other debl instruments, allonges,a
a O funds transfcr agreements, escrorv instructions, clevelopment ogrecmenls, parti cipation agreements (including risk participation agreemcnts), certilicates of participation,reimbursemenl agreements and similar documents related to tlrc cxtension r:f credit; provided, hoN'cver, tlrat the foregoing nuthority shall exclude letters of credit.a ***15. Agrcentents and proposals to provide services to or receive services from third parties.2. On the date hereof; the following naned persorl \,\'as a duly appointed,qualified and acting officer of the Bank, that his correct title appears beside his name, and that on said date lre was duly authorized to act on behalf of the Bank as set lbrth in the foregoing reso lutions :Namc Titlc Lance Aylsrvorth Vice President IN WITNESS IVHEIfEOF,I have hereunto set my hard ar:d affixed the seal of the Bank this 20d'ciay of July, 2010.ISeall * * * Redected flndicalcs portions of tlre resolution which have been omitted because tlrey are not relevant to the transaction for rvhich this cortificatc has been requested..l S:EUEDP0 |1,WFBfcrtificationsl,\1'fB - CIB - Ayl$stxtl: Cen - Cl. I i.D(rc o o o o o o o o -2-
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Bond Finance - Local Bond Monitoring: Notice of Sale FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND MONITORING i,:fr, I Man.rcle Pars:;Y;orcl I t-,r6,"'.,a Notice of Sale Status Notice oF Sale subnlission successft-tl,Submit Date:5/28/20t4 Page 1 of 1 a o o a o o o o o o STATE OF F1'.1 C<lnt.ic:l:Bond issue City of Miami Beach, Florida $59,000,000 Tax-Exempt Promrssory Note Payable to Wells Fargo Bank, National Name: Association, and $1;000,000 Taxable Promissory Note Payable to Wells Fargo Bank, National Association.Sale Date: 5/30/2074 t'S:ff sao/20t4 Print this paqe o https://bondissue.sbafla.com.inos.aspx?bondname:City of Miami Beach, Florida $59,000,0... 512812014
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Na.vm on covERNMENTAL UNIT City of Miami Beach, Florida M.q.rr-lNG Aoonnss or GovnRNuENTAL UNII oR tts MnN'tcnn Address(l) L700 Convention Center Drive Address(2)ciry Miami Beach State FL 7;p 33139 Counr(las) IN wHICH GovERNMtrNTAL UNIT HAS JURrsDlcrIoN Miami-Dade Tvpr or ISSUER CitY Is rur Issurn a cotrltrluNlrv Devnloptr'lrNr DISrnrcr?Issrrr Nauo $59,000,000.00 ax-ExemPt Promissory Note Payable to Wells Fargo Bank,National Association $1,000,000.00 axable Promissory Note ayable to Wells Fargo Bank,National Association o O a o o o o o o o o Bond Finance - Local Bond Monitoring: Print Form AuotrNr AutHonlzno $60,000,000.00 Dlrm Darn (ir.ru/oD/YYYY)sl30/20t4 Salr, Da.rn (rrlu/oo/vvvv)sl30/2014 DuwrnY Darr (lttvt/on/vvvv)sl30/2014 Lecll AUTHoRITY ron IssuaNcr ch. 166, F.S.Tvpr 0r Issur Bank Loan/Line of Credit Is Trus I Pnrvlrr AcrrytrY BoNn @AB)?Did This Issue Receive a PAB Allocation?Amount of Allocation $0.00 Spnclrlc RrvnNurs(s) Pulncoo Primary Other Secondary Page 1 of5 htrps ://bondissue. sbafl a.com/print.aspx?print id:eUMxS 0J2UnJ0REU9 6t4/2014
a o o o o o o o o o Bond Finance - Local Bond Monitoring: Print Form Other Non-Ad Valorem Revenues Punrosa(s) or rrm Issuo Primary Other Secondary Other General Capital Projects Is Tsrs a ReruNotNc Issun?RBruNorn Dnsr HAs BnnN Dm rHr RpruFtuINc Issur CoNr,q.lx Ntw MoNrv?AppRoxrmarelv Wnar PrRcrxrncn on PRocnnos ts N[t't' MoNev?TvpB on Sllr Negotiated Private Placement IxsuruN cI/EM{ANCEMENTS No Credit Enhancement RarrNc(s)Moody's NR S&P NR Fitch NR Drsr SnRvtcn Scnnoulr Pnovrono sv E-mail Opuoxl,l- RrnnmprtoN PRovIslol,{s Pnovmrn sv pRovrDE rnr Naun ,rNo Anpnrss oF THE SrNroR M,lNecnc UnnrRwRtrnn on Solo Puncsnsrn underwriter Wells Fargo Bank, National Association Address(i) 200 S. Biscayne Blvd Address(2) 14th Floor City Miami State FL zip 33131 CO-Underwriter NOne Address(1)Address(2)City Page2 of 5 o https ://bondissue. sbafl a. com/print. aspx?print-id:eUMxS 0 J2UnJ0REU9 6t4/2014
o o o o o o a o o o a Bond Finance - Locai Bond Monitoring: Print Form State zip pRovron rrm Nanrn(s) ,rNo AooRrss(rs) orr ANy ATToRNnv on FtNa.Nct,q.L CoFIsuLraNr Wso Aovtstn rsn uNrr on Locar GovsRNN.ruNr wrrH Rrspncr To THtr BOrul Issue.Bond Counsel Squire Sanders (US) LLP Address(1) 200 S. Biscayne Blvd Address(2) Suite 4100 Page 3 of5 Ciry State Miami FL 33131 zip CO-Bond Counsel NOne Address( 1)Address(2)City State zip Financial Advisor/consultant RBC Capital Markets, LLC Address(1) 100 Second Avenue South Address(2) Suite 800 ciry St. Petersburg State FL zip 33701 CO-Financial Advisor/Consultant N O n e Address( 1)Address(2)City State zip Other Professionals Address(1)Address(2)City State zip PavrNc AcENT None Rrclsrnln None BF2OO4-A AND BF2OO4-B NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant to Section 154 PartIII, Sections 159 Parts II, III, or V; or Section 243 Part I, Florida Stafutes.Has aNy Frn, BoNUs, on Gnarulry BreN Pero By ANy Uivotnwnlrnn on FnlNcral CoNsulrANT, IN CoNNECTToN Wmu rsr BoNo Issun, ro ANy PnnsoN Nor Rrculanlv Enlpt-ovnn on ENcncro nv SuCu UNnnnwRlrrn on CoNsul-ranr? Ir Yrs, Plrlsr PRovmn rur Followmc INnonrrlarIoN WnH Rrsprcr ro Eacn SucH UNnTnwRITER on CousulraNr.Have ANy Orunn Fars BrrN Pern ny rsn Unn or Locll- GovrnnrvlnNt WIru Rnsprcr ro run BoNn Issun, INcr.uDrNG ANy Frr Pnm ro Arronxtys or FrNnNcw. CoNsulrlNrs? In Yrs, Pr-oAsr PnovDs tnp Toral Fnes Plto ro Appl-tclsln PantlcrpaNlrs.Total Bond Counsel Fees Paid https:/ibondissue.sbafla.com/print.aspx?print id:eUMxS0J2UnJ0REU9 6t4/2014
Bond Finance - Local Bond Monitoring: Print Form $30,000.00 Total Financial Advisor Fees Paid $25,000.00 Other Fees Paid FILING oF THIS FoRM HAS BEEN AUTHORIZED BY THI OFFICIAL OF THE ISSUER IDENTIFIED BELOW Name Patricia D. Walker Title Governmental Officer primarily responsible for coordinating issuance of the bonds FBrs Cn,{ncBo eY UNoenwRITER Management Fee (Per Thousand Par Value)0 Private Piacement Fee $o. oo UNonRwnrmn's Expectro Gnoss Spneao (Prn Tuousnnu Pan Vuue)0 information;Ir 1ry lssupR rs RBeSTRED To pRovrDE coNTTNUING DISCLosITRE INFoRMATION IN ACCORDANcT wtrs SEC Rur-B 15C2-12, oo vou wANT THE Dlvtsrox or BONo Fmarycr To REMIND YOU OF YOt'IR FILING oeaolne?Ou Wnar DATE rs rnB CoNrrNurnc DrsclosuRr INronnaartoN RrQunED To BE Fu-rn? (vttt'/no)Page 4 of 5 a o o a a a o o o o In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines upp.ou"t for filing continuin[ disclosure information required by SEC Rule 15c2-12, based on the following ConrpaNv Nlur Fsli Plrn Snnvrco PRovtnno oR FuNcrtoN Ssnvno Akerman LLP $4,000.00 Bank's Counsel FOn AotmtONa1 INrOnmaTION, THE DII'ISION Or BOnu FlN,lNCe SUOUIn CONUC1:Name Niyala Harrison Titie Associate Phone 3055777019 Company Squire Sanders (US) LLP Address(1) 200 S. Biscayne Blvd Address(2) Suite 4100 Ciry Miami State FL Zip 33131 INFoRMATToN Rrurrxc ro Panry Conrplrtrnc Trus Foml (m mrrcnrNT FROM anovr)Name Title Phone Company Address(1)Address(2)Cify State o https://bondissue.sbafla.com/print.aspx?print id:eUMxS0J2UnJQREU9 61412014
a o o a a o o o o a a Bond Finance - Local Bond Monitoring: Print Form pnovmr rnr FonowrNc INronunrrox RncnRDrNG THtr PERSoN(S) Rnspot{srsls Fon Fn-lNc CoNrluurNc Drsct-osunr INronMArlor.* REeuTREDBv SEC Rtilr 15c2-I2 nNn rur CoNrtuurNc Dlscr-osune AGRtrI,MENT (INCLUDING orHER oBLIGATED PARTIES, tr arunornrare)'Name Title Phone Company Address(l)Address(2)City State zip Fax Email Page 5 of5 https : //bondissue. sbafl a. corn/print-aspx?print_id:eUMxS 0J2UnJ0REU9 61412014
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o o o a a o o o o o a To: Wells Fargo Bank, National Association Miami, Florida We have served as bond counsel to our client the City of Miami Beach, Florida (the .,City") and not as counsel to any other person in connection with the issuance by the City of its $59,000,000 maximum outstanding principal amount Tax-Exempt Promissory Note payable to Wells Fargo Bank, National Association (the "Bank"), and-its $1,000,000 maximum outstanding principal imount furuUt. Promissory Noie payable to the Bank, each dated the date of this letter (collectively, the "Notes").The Notes are being issued pursuant to Resolution No. 2014,28599 adopted by the Mayor and City Commission of iire City on May 21,2014 (the "Resolution") and a Loan Agreement dated as of May 30,2014 (the .,Loan Agieement") between the city and the Bank. capitalized terrns used herein and not defined have the meanings ascribed to such terms in the Loan Agreement.In our capacity as bond counsel, we have examined the transcript of proceedings relating to the issuance of theiotes, copies of the signed Notes, the Resolution, the Loan Agreement and such other documents, matters and law as we deem necessary to render the opinions set forth in this letter.SQUIRE€>Squire Sanders (US) LLP 200 South BiscaYne Boulevard,Suire 4100 Miami, Florida 33 13 I o +t 305 577 1000 F +1 305 577 7001 Squiresanders. com SANDERS May 30,2014 Based on that examination and subject to opinion that under existing law:the limitations stated below, we are of the 1. The Notes and the Loan Agreement are valid and binding obligations of the City,enforceable in accordance with their respective terms.2. The Notes constitute special, limited obligations of the City, and the principal of and interest on (collettively, "debt service") the Notes are payable from and secured solely by the Budglted Revenues. The payment of debt service on the Notes is not secured by an obligation or pledge of any money raised by ad-valorem taxation, and the Notes do not represent or constitute a general obligation or a pledge of tlie faith and credit of the City, the State of Florida or any of its political subdivisions.39 Offices in l9 Countries squire Sanders (us) LLp is part ofthe intemational legal practice Squire Sanders which operates worldwide through a nunber ofseparate legal entities,Please visit squiresanders.com for ntore infonnation'42981 91/1/l\illAMl
a o o a a o o o o o o Squire Sanders (US) LLP l.I.ay 30,2014 Page2 3. The Notes and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes. We express 1o opinion as to any other tax consequences regarding the Notes.The opinions stated above are based on an analysis of existing laws, regulations, rulings and court deiisions and cover certain matters not directly addressed by such authorities' In rendering all such opinions, we assume, witirout independent verification, and rely upon (i) the u".uru.y" of the faitual matters represented, warranted or certified in the proceedings and documents we have examined and (ii) the due and legal authorrzation, execution and delivery of those documents by, and the valid, binding and enforceable nature of those documents upon, any parties other than the CitY.The rights of the owner of the Notes and the enforceability of the Notes and the Loan Agreement aie subject to bankruptcy, insolvency, arrangement, fraudulent conveyance or trinsfer, reorganization, moratorium and other laws relating to or affecting creditors' rights, to the appiicatioir of equitable principles, to the exercise ofjudiciai discretion, and to limitations on legal remedies against public entities.The opinions rendered in this letter are stated only as of this date, and no other opinion shall be implied or inferred as a resuit of an1'thing contained in or omitted from this letter. Our .rgug.*.rt as bond counsel with respect to the Notes has concluded on this date'Respectfully submitted,!$r.. fo'-'olt'tr (u s ) ccf 4298191/1/MIAMI
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o o o o o o o a o 1. The City is duly created and validly existing as a municipality pursuant to the Constitution and laws ofthe State of Florida.Z. The Resolution has been duly adopted by the City and constitutes the valid and binding - action of the City.a b :MIAMIBEACH City of Illiomi Beoch, I 700 Convention Center Drive, Miomi Beoch, Florido 33 139, www.miomibeochfl.gov RoulJ. Aguilo, City Attorney T el: 30 547 3-7 47 O, F ox 30 547 3'7 O02 May 30,2014 Wells Fargo Bank, Nationai Association Miami, Florida RE: City of Miami Beach, Florida $59,000,000 Tax-Exempt Promissory Note Payable to Wells Fargo Bank, National Association, and $1,000,000 Taxable Promissory Note Payable to Wells Fargo Bank, National Association'Ladies and Gentlemen:I am the City Attorney of the City of Miami Beach, Florida (the "City") and have served in such capacity in connectitn with the issuance by the City of its $59,000,000 maximum outstanding principal u*ouni Tax-Exempt promissory Note payable to Wells Fargo Bank, National Association (the "Bank"),and its $1,000,000 maximum outstanding principal amount Taxable Promissory Note payable to the Bank, each dated the date of this letter (collectively, the 'Notes")'The Notes are being issued pursuant to Resolution No. 2014-28599 adopted by the Mayor and City Commission of the City on May 27,2014 (the "Resolution"), and a Loan Agteement dated as of May 30, 2014 (the,.Loan Agreemeni') between the City and the Bank. The Notes are being issued for the'purpose of paying Costs of the Project. Capitalized terms used herein and not defined have the meanings ascribed to such terms in the Loan Agreement.I am of the opinion as of the date hereof and under existing law, as follows:3. The Loan Agreement and the Notes have been duly executed and delivered by the City.The Notes and, assuming thai the Loan Agreement is a valid and binding obligation of the Bank, the Loan Agreement, constitute vilid and binding obligations of the City enforceable against the City in accordance with their terms; provided that the rights of the Bank and the enforceability of the Notes and the Loan Agreement are sutject to the provisions of the bankruptcy laws of the United States of America and to otf,er applicable b'ankruptcy, -insolvency, reorganization, moratorium, or similar laws relating to or affecting^creditors, right;, *a tn"ir enforcement may be subject to equitable principles that may affect remedies or other equitable relief.)pry truly yo,4rs,5,< ^i,* ul* (Raul J. Aguila City Attorney o