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Loan Agreement i_ ., "'\'\/.< ~' i Pages: Recording Cost:$ ~i.6i) . OFFICIAL .RECORDS . 1of46 BK 1837 PG 494 FILE. 200026122 RCD: Jul 13 2000 . 09:56AM Mary M Johnson, Clerk Of Courts. SANTA ROSA COUNTY LOAN AGREEMENT dated as of June 1,2000 Among CITY OF GULF BREEZE, FLORIDA (the "Sponsor") and SUNTRUSTBANK,ORLANDO, FLORIDA (the "Trustee") and CITY OF MIAMI BEACH, FLORIDA (the "Governmental Unit") relating to: CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, SERIES 1985 E (CITY OF MIAMI BEACH PROJECT) Prepared bv and returned to: ) Richard 1. Lott, Esq. Miller. Canfield. Paddock and Stone. PLC 25 West Cedar Street. Suite 500 Pensacola. Florida 32501 < · OFFICIAL RECORDS . 2of46 BK 1837 PO 495 TABLE OF CONTENTS ARTICLE 1.................................................................................................................................................................1 SECTION 1. 1 SECTION 1.2 SECTION 1.3 SECTION 1.4 SECTION 1.5 BACKGROUND. ............................................................................................................................. I REPRESENTATIONS OF THE GOVERNMENTAL UNIT. ...............................................................2 SPONSOR REPRESENTATIONS AND COVENANTS. ..................................................................... 5 ADMINISTRATOR REpRESENTATIONS. ........................................................................................ 6 TRUSTEE REPRESENTATIONS. .................................................................................................... 6 ARTICLE II................................................................................................................................................................ 7 SECTION 2.1 DEFlNmONS. ............................................................................................................................... 7 ARTICLE IU............................................................................................................................................................10 SECTION 3.1 SECTION 3.2 SECTION 3.3 SECTION 3.4 SECTION 3.5 SECTION 3.6 MAKING OF LoAN; APPLICATION OF LoAN PROCEEDS. .......................................................10 DISBURSEMENT OF LoAN; SECURITY INTEREST IN UNDISBURSED PROCEEDS. ............... 10 REPAYMENT OF LoAN. .............................................................................................................. II PREPAYMENT OF LoAN. ............................................................................................................13 REsERVE BONDS....................................................................................................................... 14 GENERAL OBLIGATION OF GoVERNMENTAL UNIT TO PAY PRINCIPAL AND INTEREST; SPECIAL OBLIGATION TO PAY ADDmONAL LoAN CHARGES. ...............................................15 SECTION 3.7 BENEFIT OF BONDHOLDERS AND ENHANCEMENT PROVIDER; COOPERATION BE1WEEN PARTIES. ...................................................................................................................18 SECTION 3.8 BONDS NOT To BECOME ARBITRAGE BONDS. ......................................................................18 SECTION 3.9 ASSIGNMENT OF SPONSOR'S RlGHiS. ....................................................................................19 SECTION 3.10 COVENANT REGARDING PLEDGED FuNDS; REvENUE FuND; SINKING FuND. .................. 19 SECTION 3.11 ALTERNATE SECURITY FOR GOVERNMENTAL UNIT NOTE. ...................................................20 SECTION 3.12 INTERLOCAL AGREEMENT........................................................................................................ 21 ARTICLE IV ............................................................................................................................................................22 SECTION 4.1 REpORrS AND OPINIONS; INSPECTIONS. ................................................................................22 SECTION 4.2 IMMUNITY OF SPONSOR............................................................................................................23 SECTION 4.3 COMPLIANCE WITH LAWS.........................................................................................................23 SECTION 4.4 REsERVED. ................................................................................................................................23 SECTION 4.5 RESERVED. ................................................................................................................................ 23 ARTICLE V .............................~................................................................................................................................24 SECTION 5. I SECTION 5.2 SECTION 5.3 SECTION 5.4 SECTION 5.5 SECTION 5.6 SECTION 5.7 EVENTS OF DEFAULT. .............................................................................................................. 24 No ACCELERATION....................................................................................................................25 PAYMENT OF LoAN ON DEFAULT; SurrTHEREFOR. ............................................................25 OTHER REMEDIES. .................................................................................................................... 26 CUMULATIVE RIGHTS. ...............................................................................................................27 DISCONTINUANCE OF PROCEEDS............................................................................................ 27 NOTICE OF DEFAULT. ...............................................................................................................27 ARTICLE VI............................................................................................................................................................28 SECTION 6.1 SECTION 6.2 SECTION 6.3 SECTION 6.4 SECTION 6.5 SECTION 6.6 SECTION 6.7 MCL-05/17/00 Rev-05125/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-la LIMITATION OF LIABILITY.......................................................................................................... 28 NO PERSONAL RECOURSE........................................................................................................28 NOTICES. ....................................................................................................................................28 ILLEGAL OR INVALID PROVISIONS DISREGARDED. ................................................................29 APPLICABLE LAW. ...................................................................................................................... 29 AsSIGNMENTS. ........................................................................................................................... 29 AMENDMENTS. ........................................................................................................................... 29 r- ~ · OFFICIAL RECORDS . 3of46 BK 1837 PG 496 SECTION 6.8 SECTION 6.9 SECTION 6. 10 SECTION 6.11 SECTION 6.12 TERM OF AGREEMENT. ............................................................................................................ 30 HEADINGS. ................................................................................................................................. 30 NOTICE OF EXPECfATION OF OBLIGATION TO MAKE CERTAIN PAYMENTS.........................30 ENTIRE AGREEMENT. ................................................................................................................30 LIMITATION OF INVESTMENT EARNINGS CREDIT....................................................................30 EXHIBIT A ..............................................................................................................................................................37 SCHEDULE "I" ......................................................................................................................................................42 MCL-05/17/00 Rev.05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev; 06/15/00 Rev; 06/27/00 Rev: 06/28/00 R.-v' 06'30'OO-6439.\a -ii- l' . OFFICIAL RECORDS . 4of46 BK 1837 PG 497 LOAN AGREEMENT This LOAN AGREEMENT. dated as of June 1. 2000, between SUNTRUST BANK. ORLANDO, FLORIDA. as Trustee (the ''Trustee") for the holders of the Bonds (as defmed herein). the CITY OF GULF BREEZE, FLORIDA (the "Sponsor") acting by and through Lane Gilchrist, Mayor, as Administrator (the "Administrator") and the CITY OF MIAMI BEACH, FLORIDA (the "Governmental Unit"), a municipal corporation duly organized and duly existing under the laws of the State of Florida, witnesseth as follows: ARTICLE I BACKGROUND AND REPRESENTATIONS SECTION 1.1 BACKGROUND. (a) The Sponsor, a municipal corporation of the State of Florida, as issuer of the Bonds hereinafter referred to. is authorized to exercise those powers conferred by Chapters 166 and 163. Florida Statutes. as amended. (b) The Sponsor has issued $100,000.000 aggregate principal amount of its Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 E (the "Bonds") the proceeds of which are to be used for the purpose of fmancing and refinancing the cost of the acquisition and installation by "Governmental Units". as hereinafter defined, of qualified Projects as described in the Indenture mentioned hereafter (the "Program"), The Bonds are issued under and are secured by the Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture") between the Sponsor and the Trustee. (c) Pursuant to the Indenture. the Sponsor has caused the net proceeds of the Bonds to be deposited with the Trustee, to be used to make Loans to Governmental Units for the financing or refmancing of the Projects. (d) Under the Indenture, the Sponsor has pledged, for the security and repayment of the Bonds. inter alia, the amounts to be received in repayment of the Loans, in the manner set forth in the Indenture. (e) For the additional security for the payment of the principal of the Bonds. the Sponsor has caused to be delivered to the Trustee a Bond Insurance Policy (the "Credit Facility") initially issued by Financial Guaranty Insurance Company (which, together with any issuer of a substitute Credit Facility. is referred to as the "Credit Facility Issuer") pursuant to which it has agreed to make available funds for the timely payment of the principal and interest on the Bonds (the Credit Facility and any substitute Credit Facility as defined in the Indenture hereinafter referred to as the "Credit Facility"). MCL-05/17/oo Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/3O/OO-6439-1a r . OFFICIAL RECORDS. 5of46 BK 1837 PG 498 (f) For the purpose of providing the Bond Registrar and Paying Agent (as defined in the Indenture) with funds for the purchase at the prtncipal amount thereof plus accrued interest on Bonds tendered to it for payment pursuant to the Indenture. and not remarketed in accordance with the provisions thereof. the Sponsor has entered into a Standby Bond Purchase and Revolving Credit Agreement dated as of December 1. 1991. with Credit Locale de France. New York Agency (the "Liquidity Facility Issuer") and the Trustee. pursuant to which the Liquidity Facility Issuer will agree to purchase Bonds at the prtncipal amount thereof (up to the aggregate prtncipal amount of Bonds outstanding). together with accrued interest. to the extent that moneys are not otheIWise available therefor under the terms of the Indenture. (g) The Administrator has approved the Loan (as hereinafter defmed) and has approved a commitment (the "Commitment") to make a loan in the amount of $14.090.000 for the purposes of financing the cost of acquisition and construction of certain capital improvements for the Governmental Unit (the "Project") and paying the costs associated therewith. which shall hereinafter be referred to collectively as the "Financing Program." (h) As evidence of the Loan made pursuant to this Loan Agreement. the Governmental Unit will execute and deliver a fixed rate note in the principal amount of the Loan in the form attached hereto as Exhibit "A" (the "Governmental Unit Note"). As securtty for the Bonds. the Sponsor is assigning to the Trustee all its rtght. title and interest in the Governmental Unit Note and this Loan Agreement (except for the rtghts reserved by the Sponsor as descrtbed in Section 3.9 hereof). Pursuant to the Indenture. the Governmental Unit Note and this Loan Agreement may be assigned by the Trustee to the Credit Facility Issuer under the circumstances set forth therein. (1) The amount of Bonds required by the Indenture to be converted to the Fixed Rate Mode has been converted (the "Converted Bonds") to a Fixed Rate Mode for Fixed Rate Pertods as required by the Indenture. lj) The proceeds of the Loan shall be applied as provided herein to accomplish the Financing Program. SECTION 1.2 REPRESENTATIONS OF THE GOVERNMENTAL UNIT. (a) The Governmental Unit is a municipal corporation of the State of Flortda. with full power and legal rtght to enter into this Loan Agreement and perform its obligations hereunder. and to fmance the Financing Program in the manner contemplated herein. The Governmental Unit's actions in making and performing this Loan Agreement have been duly authortzed by all necessary official action and will not violate or conflict With any applicable proviSion of the Constitution. or law of the State of Flortda or With any ordinance. governmental rule or regulation. or with any agreement. instrument or other document by which the Governmental Unit or its funds or properties are bound. MCL-05/l7/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-la -2- ("- . OFFICIAL RECORDS . 60;46 BK 1837 PG 498 (b) The amount of the Loan. plus anticipated investment earnings thereon. does not exceed the "Cost" of the Financing Program. (c) The proceeds of the Loan will be applied to pay the cost of the Financing Program. Following expenditure of the Loan proceeds. the Governmental Unit will certifY to the Administrator as to the use of such proceeds. (d) Immediately after the execution hereof. no Event of Default (as defined in this Loan Agreement) shall exist hereunder nor shall there exist any condition which with lapse of time. the giving of notice. or both. would constitute such an Event of Default. (e) On September 17. 1999. the Mayor and City Commission of the Governmental Unit (the "Commission") adopted resolutions calling for referendums relating to the issuance of (1) not to exceed $57.915.000 of the Governmental Unit's general obligation bonds for improvements to neighborhood infrastructure (the "Neighborhood G.O.'s"). (ii) not to exceed $24.830.000 of the Governmental Unit's general obligation bonds for improvements to parks and beaches (the "Parks G.O.'s") and (iii) not to exceed $9.720.000 of the Governmental Unit's general obligation bonds for improvements to fire stations and related facilities and to acquire and equip fire trucks (the "Fire Safety G.O.'s" and together with the Neighborhood G.O.'s and the Parks G.O.'s. the "G.O.'s"). An election was held on November 2. 1999 at which the issuance of the G.O.'s was approved by the electorate of the Governmental Unit (the "Referendum Approvals"). (I) The Governmental Unit has deCided to issue at this time (1) $5.000.000 principal amount of the Neighborhood G.O.'s. (ii) $4.535.000 principal amount of the Parks G.O.'s. and (Iii) $4.555.000 principal amount of the Fire Safety G.O.'s by entering into the Loan and delivering and executing the Governmental Unit Note. Simultaneously with the Loan. the Governmental Unit will enter into a loan agreement (the "Series B Loan Agreement") and issue its Series 1985B Governmental Unit Note for an additional $15.910.000 aggregate principal amount of the G.O.'s. to be funded from the proceeds of the Sponsor's Floating Rate Demand Revenue Bonds. Series 1985B (the "Series B Loan"); (g) The Governmental Unit is duly authorized and empowered to issue the Governmental Unit Note. (1) the payment of principal and Interest on which Is a valid and enforceable general obligation of the Governmental Unit. and (ii) all payments in respect of which. other than amounts payable as principal and interest (the "Additional Loan Charges". as hereinafter defined). are a valid and enforceable special and limited obligation of the Governmental Unit. payable solely from the Non-Ad Valorem Revenues in the manner hereinafter provided. The Governmental Unit is further authorized to pledge the sources hereinafter mentioned to the repayment thereof in the manner hereinafter prOvided. and to apply the proceeds thereof to the payment of the Costs of the Financing Program. The Governmental Unit Note is being issued pursuant to the Referendum Approvals. the Authorizing Resolution herein defined and the Constitution and laws of the State of Florida. including. without MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -3- 1'- ! . OFFICIAL RECOROS . 7of46 BK 1837 PG 500 limitation. Article VII. Section 12 of the Constitution. Chapter 166. Florida Statutes, as amended and the City of Miami Beach Charter. as amended. (h) On June 23. 2000. the Governmental Unit duly adopted Resolution 2000-23966 (the "Authorizing Resolution"), authorizing the Loan. this Loan Agreement and the Governmental Unit Note. The terms and provisions of the Authorizing Resolution are hereby incorporated by reference. (i) The Governmental Unit has not entered into any arrangement, formal or informal. to purchase any Bonds in an amount related to the Loan. and will not hereafter enter into any such arrangement or authorize any related person to the Governmental Unit to enter into any such arrangement. (j) The Governmental Unit is in compliance with all covenants and undertakings in connection with the Project. (k) The Project shall be owned and operated by the Governmental Unit (subject only to lease or management agreements pennitted in accordance with the Governmental Unit's Non-Arbitrage Certificate executed on the date of Closing of the Loan. In addition, any portion of the Project may also be disposed of by the Governmental Unit in its ordinary course of business, but only upon compliance with all requirements of Flolida law in connection therewith and receipt by the Trustee of a Favorable Opinion of Bond Counsel. Any disposition of any portion of the Project financed with the proceeds of the Loan will either comply with the requirements of Section 163.380, Florida Statutes, or be disposed of at fair market value. The proceeds of any such disposition will be promptly applied either to prepay the Loan in accordance with the requirements of Section 3.4 hereof. or for deposit in the Loan Proceeds Fund (as hereinafter defined) to pay for other Costs of the Project. (1) To date. no other bonds, notes or other obligations have been issued under the authority of. or pursuant to. the Referendum Approvals; and the Pledged Funds are not pledged or encumbered in any manner, except as provided in this Loan Agreement and in the Selies B Loan Agreement. The Governmental Unit is, and will be, immediately following the Closing of the Loan hereunder. in full compliance with all restrtctions and covenants and agreements under which it may be obligated, affecting its light and ability to incur the obligation to pay the Additional Loan Charges from the Non-Ad Valorem Revenues, and to secure the same. all in the manner provided herein. (m) The Governmental Unit is issuing the Governmental Unit Note for the purpose of implementing the Referendum Approvals and financing the Financing Program. (n) All acts, conditions and things required to happen, exist and be performed, precedent to and in the issuance of the Governmental Unit Note and this Loan Agreement. have happened, exist. and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida applicable thereto; the total indebtedness of the Governmental Unit. including the Governmental MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-la -4- yo- I · OFFICIA~ RECORDS . 8of46 BK 1837 PO 581 Unit Note and this Loan Agreement. does not exceed any constitutional. statutory or charter limitation; and provision has been duly made for the levy and collection of a direct annual tax, without limitation as to rate or amount, upon all taxable property within the Governmental Unit (excluding exemptions as provided by law) sufficient to pay the principal of and interest on the Loan and the Governmental Unit Note as the same shall become due. which tax shall be levied and collected at the same time. and in the same manner, as other ad valorem taxes of the Governmental Unit are assessed. levied and collected. For the prompt payment of the principal of and interest. on the Governmental Unit Note and this Loan. the full faith. credit and taxing power of the Governmental Unit are irrevocably pledged; provided that such pledge of the full faith, credit and taxing power shall not extend to the payment hereunder of the Additional Loan Charges. The obligation of the Governmental Unit to pay the Additional Loan Charges is a special. limited obligation of the Governmental Unit. payable solely from the Non-Ad Valorem Revenues as herein provided. SECTION 1.3 SPONSOR REPRESENTATIONS AND COVENANTS. (a) The Sponsor hereby represents: (i) The Sponsor is a municipal corporation of the State of Florida duly existing with full power and authority to issue the Bonds and to enter into this Loan Agreement and to make the Loan herein contemplated. (ti) By proper action the Sponsor has duly authoIized the issuance and sale of the Bonds and the execution and delivery of this Loan Agreement. In accordance with the Indenture. the Sponsor has appointed the Administrator to execute. undertake and perform the Sponsor's duties hereunder; and all actions taken by the Administrator on behalf of the Sponsor pursuant to such appointment shall be deemed to be the action of the Sponsor. (iti) The Sponsor is not in default under any provision of the Indenture. and no "Event of Default" as defmed therein, or event which. with the passage of time or the giving of notice or both would constitute an Event of Default, has occurred and is continuing. (iv) The Sponsor has received no notification of any investigation concerning the determination of taxability of interest on the Bonds and has no basis to believe that any such investigation will be initiated or that any such determination could be made. (v) This Loan Agreement. the Governmental Unit Note and the Loan do not conflict with or Violate the Indenture and will not violate or conflict with any applicable provision of the Constitution or law of the State of Florida. with any ordinance. governmental rule or regulation. or with any agreement, instrument or other document. by which the Sponsor or its funds or properties are bound. and all action necessary or required by the Indenture precedent to the execution and delivery of this Loan Agreement and the performance thereof. by the Sponsor. have been completed. MCL-05/17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-la -5- r~ I . OFFICIAL RECORDS . 9of46 elK 1837 PG 502 (vi) The Sponsor Is not aware of any facts or circumstances that would make It likely that any substantial portion of the Bonds would be put to the Liquidity FacUlty Issuer for payment. (vi!) The Sponsor will make no other Loans funded with proceeds of the Bonds without obtaining a Favorable Opinion of Bond Counsel. (viII) The funding of the Loan for the Project will not adversely affect the income tax status of the Interest on the Bonds. (Ix) There are no Increased Costs outstanding as of the date hereof. (x) There are currently no outstanding Non-Asset Bonds. (h)... The Sponsor covenants to require all Governmental Units to whom Loans are hereafter made to become liable for a Pro-Rata Share of the Non-Asset Bonds and Costs and Expenses of the Program then outstanding or thereafter arising. SECTION 1.4 ADMINISTRATOR REpRESENTATIONS. The Administrator represents that he has duly authorized the execution and delivery of this Loan Agreement. In accordance with the Indenture. the Sponsor has appointed the Administrator to execute. undertake and perform the Sponsor's duties hereunder either personally or through Government Credit Corporation. as Independent Contractor. and all actions taken by the Administrator or the Independent Contractor on behalf of the Sponsor pursuant to such appointment shall be deemed to be the action of the Sponsor. SECTION 1.5 TRUSTEE REpRESENTATIONS. The Trustee represents that It Is a state bank organized under the laws of Georgia duly eXisting. and with full power and authority to enter into this Loan Agreement and perform Its obligations hereunder on behalf of the holders of the Bonds. By proper action the Trustee has duly authorized the execution and delivery of this Loan Agreement and the Indenture. MCL-05/17/oo Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev:06/30/00-6439-m -6- ,- I . OFFICIAL RECORDS. 10of46 BK 1837 PG 503 ARTICLE II DEFINITIONS SECTION 2.1 DEFINITIONS. The capitalized terms used in this Loan Agreement which are defmed in the Indenture and in the Authortzing Resolution and not in this Loan Agreement. shall have the meanings assigned thereto in the Indenture and in the Authorizing Resolution. unless the context hereof expressly requires otheIWise. In addition. the follOWing terms shall have the meanings defmed as follows: U Additional Loan Chargesh shall mean all amounts payable by the Governmental Unit hereunder or under the Governmental Unit Note other than amounts which constitute principal or interest on the Loan. including. Without limitation. the Reserve Payments and Costs and Expenses of the Program. as provided in Section 3.3(c) hereof. "Administrative Expensesh shall mean the portion of the Costs and Expenses of the Program allocable to the fees of the Administrator. the Independent Contractor and the Issuer. "Bonds" shall mean the Sponsor's Local Government Loan Program Floating Rate Demand Revenue Bonds. Series 1985 E. "Cityh means the Governmental Unit. "Commitment" means the commitment of the Administrator as defined and described in Section 1.1 hereof. "Cost" or "Costs" in connection With the Financing Program. means any cost incurred or estimated to be incurred by the Governmental Unit which is reasonable and necessary for canying out all works and undertakings in providing for the acquisition and construction of the Project. the cost of necessary studies. surveys. plans and specifications. architectural. engineering. legal or other special services. including the reasonable fees and expenses of bond counsel. development, construction and reconstruction necessary or useful in connection with the construction of the Project. the reasonable cost of financing incurred by the Governmental Unit or the Sponsor in connection with the execution of this Loan Agreement. including reimbursement to the Administrator for its out-of-pocket expenses. and the cost of such other items as may be reasonable and necessary for the acquisition and/or construction of the Project. "Costs and Expenses of the Program" shall mean the reasonable fees. charges and expenses of the Trustee. and the reasonable expenses of the Sponsor. the Registrar and Paying Agent. and the Independent Contractor. including the reasonable fees and expenses of general or special counsel to any of the foregOing or to the Financial Advisor MCL-05/ 17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-la -7- . - I * OFFICIAL RECORDS * 11of46 BK 1837 PG 584 or the Administrator; provided that the annual administrative fees and charges of the Sponsor. the Administrator. the Independent Contractor and the Financial Advisor. for their seIVices hereunder. exclusive of out-of-pocket expenses and disbursements and reasonable counsel fees and expenses. shall not be charged to the Governmental Unit. Further. it is agreed that except for Reserve Payments. as defined herein. and subject to the provisions of Section 6.12 hereof. the Governmental Unit shall have no liability for Costs and Expenses of the Program attributable to the fees. charges and expenses of the Liquidity Facllity Issuer and the Remarketing Agent. and no portion of such fees. charges and expenses of the Liquidity Facility Issuer and the Remarketing Agent shall be included as Costs and Expenses of the Program for purposes of computing any payments due from the Governmental Unit on the Loan or the Governmental Unit Note. The Administrative Expenses of the Program shall be payable solely from earnings on funds in the Reserve Account under the Indenture and other funds held by the Trustee for the benefit of the Program. and the Governmental Unit shall never have any liability therefor under any circumstances. kFiscal Year" shall mean the period commencing on October 1 and continuing to and including the next succeeding September 30 or such other annual pertod as may be prescribed by law or by the Governmental Unit in accordance with law. kLocal Credit Enhancement" or "Local Letter of Credit" means a credit enhancement device acceptable in form and substance to the Credit Facility Issuer securing timely payment of principal of and interest and premium. if any. on the Governmental Unit Note. "Loan Year" shall mean an annual period commencing on December 2 of each year and ending on the following December 1. "Non-Ad Valorem Revenues" shall mean all general fund revenues of the Governmental Unit derived from any source other than ad valorem taxation on real or personal property which are legally available to make the payments required under this Loan Agreement. "Pledged Funds" shall mean the Revenue Fund and the Sinking Fund created pursuant to Section 3.1 O(b) hereof. "Pledged Revenues" shall mean the portion of the Non-Ad Valorem Revenues deposited in the Revenue Fund created pursuant to Section 3.10(b) hereof. provided. however. that prtor to deposit of such moneys by the Governmental Unit in to the Revenue Fund. such moneys shall not constitute "Pledged Revenues". "Pro-Rata Share" shall mean the percentage derived by dividing the principal amount of the Governmental Unit's Loan by the sum of (1) the prtncipal amount of all Loans outstanding funded with Bond proceeds (including any unpaid Loans to Governmental Units that may have been discharged in bankruptcy or declared void or unenforceable) plus (2) the amounts on deposit in the Project Loan Fund. MCL-05/17/oo Rev.05125/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439'la -8- \. I . OFFICIAL RECORDS . 12of46 BK 1837 PO 585 "Project" shall mean the capital improvements to be constructed and/or acquired by the Governmental Unit in furtherance of the Referendum Approvals. "Reserve Payment" shall mean, for any period of calculation: (a] the Governmental Unit's Pro-Rata Share of principal payments required to be made in respect of Non-Asset Bonds hereafter arising under the Indenture; (b] the Pro-Rata Share of interest expense and other Costs and Expenses of the Program (other than Administrative Expenses] allocable to the Reserve Bonds or incurred pursuant to Section 3.5(a) hereof; and lc] the Liquidation Shortfall as provided in Section 3.5lb] of this Loan Agreement. The Governmental Unit shall not be entitled to a reduction of or credit toward the amount of such fees and expenses that the Governmental Unit shall be obligated to pay, pursuant to Section 3.3 hereof and Section 404 of the Indenture. in respect of any investment earnings received on the funds held under the Indenture provided that the net earnings on the Reserve Bonds lafter payment of interest on and the Costs and Expenses of the Program. including Administrative Expenses relating to the Reserve Bonds] shall be applied to pay Costs and Expenses of the Program prior to computing the amount of such Costs and Expenses for which the Governmental Unit will have responsibility for payment of its Pro-Rata Share. The computation of the Reserve Payment of the Governmental Unit shall be made assuming full payments will be timely received in respect of each Loan whether or not the payments thereunder are actually made or may be discharged in banknJptcy or declared void or unenforceable for any reason, it being the intention of the parties that no Governmental Unit shall bear any financial obligation arising because of the invalidity of or a default in any Loan of another Governmental Unit. In calculating the amount of the Governmental Unit.s Reserve Payment in respect of the principal amount of any Non-Asset Bonds arising after the date hereof, the Governmental Unit's Pro-Rata Share of such Non- Asset Bonds shall be amortized and paid in equal semiannual installments over the lesser of sixty (60) months or the remaining life of the Loan. For purposes of detennining the Governmental Unit's Reserve Payment, it shall be assumed that any unpaid Loans which may have been discharged in bankruptcy or declared void or unenforceable continue to remain outstanding until all amounts which would have been due in respect thereof in accordance with their terms have been deposited with the Trustee hereunder. MCL-05/17/oo Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -9- I · OFFICIAL RECORDS. 13of46 BK 1837 PO 586 ':'"'> ARTICLE III FINANCING THE PROJECT SECTION 3.1 MAKING OF LoAN; APPLICATION OF LoAN PROCEEDS. From the amounts on deposit in the Project Loan Fund created under the Indenture. the Governmental Unit hereby agrees to borrow and repay the sum of $14.090.000. The Loan made hereby shall be repaid in accordance with the Governmental Unit Note and Section 3.3 hereof. The Governmental Unit covenants that it shall use the proceeds of the Loan solely for the purposes descrtbed in Section 1.2(k) hereof and that it shall not use the proceeds of the Loan in a manner inconsistent with the representations and covenants set forth in Section 1.2 hereof. The Governmental Unit Note and the prtnClpal amount thereof and interest thereon shall not be increased or accelerated for any reason related to an acceleration or redemption of the Bonds. SECTION 3.2 DISBURSEMENT OF LoAN; SECURITY INTEREST IN UNDISBURSED PROCEEDS. (a) Following the execution and delivery of this Loan Agreement and the Governmental Unit Note (the "Closing"). the Trustee shall disburse from moneys other than proceeds of the Loan the insurance premium due to the Credit Facility Issuer. the fees and expenses of Bond Counsel and the amount of expenses of the Administrator to be reimbursed to the Expense Account created under the Indenture. (b) The Governmental Unit agrees to establish and create. and hereby does establish and create a separate fund of the Governmental Unit to be known as the "Gulf Breeze Pooled Financing Loan Program Sertes E Loan Proceeds Fund" (the "Loan Proceeds Fund") which account shall be separate and distinct from all other funds and accounts of the Governmental Unit. The net proceeds of the Loan shall be disbursed by the Trustee to the Governmental Unit at closing. and shall be deposited by the Governmental Unit. immediately upon receipt thereof. into the Loan Proceeds Fund and applied. together with any income from Investment thereof. to pay the Costs of the Project in accordance with the Referendum Approvals. There shall also be deposited in the Loan Proceeds Fund the proceeds received by the Governmental Unit from any disposition of portions of the Project pursuant to Section 1.2(k) hereof. to the extent such proceeds are not applied to prepay the Loan. (c) The Governmental Unit agrees that. upon request of the Trustee or the Administrator. it shall supply such documentation as the Trustee. the Administrator or the Credit Facility Issuer may reasonably require to detennine that the proceeds of the Loan have been applied solely to payment of the Costs of the Project and of the Financing Program. (d) Until disbursed In accordance with the provisions of this Loan Agreement. the proceeds on deposit in the Loan Proceeds Fund shall be Invested and MCL-05/17/oo Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -10- , . OFFICIAL RECORDS. 14of46 BK 1837 PO 507 reinvested in Investment Securities as defined in the Trust Indenture. Any earnings on the investment of funds on deposit in the Loan Proceeds Fund shall be credited to such Fund and shall be used to pay only the Costs of the Project. or debt service on the Loan in accordance with subsection 3.2(e) below. (e) To secure the prompt payment of the Loan and the performance by the Governmental Unit of its other obligations hereunder. the Governmental Unit. to the full extent permitted by law. hereby pledges to the Sponsor and agrees and acknowledges that the Sponsor shall have and shall continue to have a pledge of and lien upon the proceeds of the Loan and any investment income thereon on deposit in the Loan Proceeds Fund, subject to the use of such proceeds in the manner described herein. SECTION 3.3 REPAYMENT OF LoAN. The Loan to be made to the Governmental Unit for the Financing Program shall be repaid in installments which shall correspond in time and amount to the payments of principal and interest on the Governmental Unit Note and shall bear interest at the rates. and shall be payable in immediately available funds at the times payable on the Governmental Unit Note. as follows: (a) The interest of the Loan shall be paid in semi-annual installments on the dates. at the rates and in the amounts shown on "Schedule I" attached to the form of the Governmental Unit Note. which is attached hereto as Exhibit "A". Principal on the Loan shall be payable in annual installments on the dates and in the amounts shown on such "Schedule I." In the event the full amount of the Governmental Unit Note is not disbursed. the payments of principal due thereunder shall be reduced ratably to reflect such reduction in the principal amount due thereunder. and a new Schedule I will be calculated by the Administrator. The final payments on the Governmental Unit Note must be made three (3) business days prior to September I. 2020 with immediately available funds. (b) As provided in the Governmental Unit Note. in addition to the above payments of principal and interest on the Loan. any payment required to be made with respect to the Loan which is received later than its due date. shall bear interest from such due date at a rate per annum equal to the higher of the interest on the Governmental Unit Note or the Prime Rate. plus two per centum per annum (the "Default Rate"). Notwithstanding anything otherwise contained in this Loan Agreement. the interest rate on the Loan and all other amounts payable hereunder which are treated as interest under applicable laws shall not exceed the maximum rate per annum permitted by law (the "Maximum Rate"): provided. that. in the event the imposition of such Maximum Rate shall ever cause the amount payable on the Governmental Unit Note to be less than the amount of interest which would otherwise be computed pursuant to this Section 3.3. the Governmental Unit Note shall thereafter bear interest at the Maximum Rate until the earlier of (I) the final maturity of the Governmental Unit Note or (2) such time as the total amount of interest paid on the Governmental Unit Note shall at such rate equal the amount of interest which would have been payable on the Governmental Unit Note pursuant to this Section 3.3 MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev:06/30/00-6439-m -11- , . OFFICIAL RECORDS. 15of46 BK 1837 PG 508 without regard to any Maximum Rate. All payments made hereunder shall be applied first to the payment of the Additional Loan Charges. and then to payment of accrued interest on the unpaid balance hereof at the aforesaid rate. and then to the reduction of principal hereunder; provided. however. that under no circumstances shall Additional Loan Charges be paid from ad valorem taxes levied for the payment of principal and interest on the Loan. (c) The Governmental Unit shall also pay all Reserve Payments and its Pro- Rata share of the Costs and Expenses of the Program. At the Closing. the Costs and Expenses of the Program currently payable (exclusive of Reserve Payments) consist of the fees of the Trustee. The Financial Advisor. on behalf of the Sponsor. shall detennine not less often than each January 1 and July 1 the estimated Reserve Payments. if any. and the Pro-Rata Share of the Costs and Expenses of the Program allocable to the period for which such payment is to be in effect and shall notiJY the Trustee and the Administrator of such determination. The Administrator shall compute the amount of the Governmental Unit's payment in respect of such amounts and shall notify the Trustee, the Credit Facility Issuer and the Governmental Unit. of the amount thereof. Reserve Payments under clauses (a) and (c) of the definition of "Reserve Payments" shall be billed to the Governmental Unit and shall be due within thirty (30) days of receipt of such notice. The remaining components of the ReseIVe Payment and the Governmental Unit's Pro-Rata Share of the Costs and Expenses of the Program. shall be payable by the Governmental Unit in semiannual installments for the next ensuing semiannual period. The Financial Advisor shall notiJY the Governmental Unit at least ten (l0) days prior to the first day of the month in which the new payment amount is to become effective. of the period (not exceeding six (6) months) for which such payment amount is to be in effect. the amount of each payment which the Governmental Unit is required to make during such period and the computations used to detennine such payment. However. if at any time the Trustee detennines that such payment amount, together with other funds available therefor. does not provide sufficient funds to pay the Governmental Unit's Pro-Rata Share of the Costs and Expenses of the Program allocable to the period for which such payment is to be in effect. and the Governmental Unit's ReseIVe Payment. if any. the Trustee shall so notify the Administrator and the Financial Advisor. The Financial Advisor. on behalf of the Sponsor shall increase the payment amount on the Loan then in effect by an amount sufficient to cure any deficiency in the payment of the Governmental Unit's ReseIVe Payment. its interest payment and Its Pro-Rata Share of the Costs and Expenses of the Program by giving notice thereof to the Administrator. The Administrator shall recompute the amount of the Governmental Unit's semiannual payments and shall give the Governmental Unit notice of a revised payment and the computations used to detennine such payment at least ten (10) days prior to the date such revised payment is to become effective. stating the period (not exceeding six (6) months) for which such revised additional payments are to be in effect. and the amount of each payment which the Governmental Unit is required to make during such period. The Administrator shall send to the Trustee and the Credit Facility Issuer duplicate copies of each statement to the Governmental Unit specifying the total payment due from the Governmental Unit. which shall specify the respective amounts of principal and interest due. the Reserve Payment amount. and the amount MCL-05/ 17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -12- . OFFICIAL RECORDS. 16of46 BK 1837 PG 509 of any fees and expenses billed to the Governmental Unit on a semiannual basis pursuant to Section 3.5 hereof. (d) As set forth in the Indenture. earnings and other moneys in the Payment Account in the Loan Reserve Fund shall be applied for the purposes set forth in Section 5.07 of the Indenture, including. where provided therein, to or for the benefit of the Governmental Unit. Notwithstanding any other provision contalned in this Loan Agreement or in the Governmental Unit Note. all computations of the Reserve Payments and any other amounts due under this Loan Agreement or the Governmental Unit Note shall be made assuming that full principal and interest and other required payments will be received in respect of each Loan. whether or not such Loan is in default; it being the intention of the Sponsor that except as provided in the proviso at the end of Section 3.3(1) hereof, the Governmental Unit shall not bear any financial obligation arising because of a default in any Loan to any other party. Notwithstanding any provision of the Indenture or this Loan Agreement to the contrary. the Governmental Unit shall not be obligated to pay any portion of the costs of the Liquidity Facility or Remarketing Agent for the Bonds; provided. however, that in computing any amount to be included in the payments required of the Governmental Unit for the interest on the Reserve Bonds. earnings on moneys in the Reserve Account shall first be applied to pay such costs of the Liquidity Facility and the Remarketing in respect of the Reserve Bonds, and only the remaining interest earnings on such monies shall be credited toward the interest on the Reserve Bonds in accordance with the Indenture in computing the Reserve Payment of the Governmental Unit. (el Reserved (I) Notwithstanding anything herein to the contrary, the Costs and Expenses of the Program and the Reserve Payment shall not include any amounts attributable to the default of any other Governmental Unit. and the Governmental Un1t Note and the principal amount thereof and interest thereon shall not be increased for any reason related to a redemption of the Bonds other than as a result of an Event of Default under this Loan Agreement; provided that the Governmental Unit's Reserve Payment and Pro Rata Share of the Costs and Expenses of the Program may be affected by reductions in the investment income on the Debt Service Reserve Fund and Loan Reserve Fund as consequence of the redemption of Bonds. SECTION 3.4 PREPAYMENT OF LoAN. {al The Governmental Unit shall be entitled to prepay the Loan in whole or in part on any date upon which the Bonds converted to a Long Fixed Rate in connection with this Loan may be redeemed or converted to another mode at the option of the Sponsor or may be called for mandatory tender by the Sponsor. upon not less than one hundred twenty-nine (129) days prior written notice to the Sponsor. the Admin1strator and the Trustee. (h) Any such prepayment in whole shall be made with the effect provided in Section 4.04 of the Indenture, it being understood that all prepayments must be made MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-ia -13- . OFFICIAL RECORDS . 17of46 BK 1837 PG 518 not less than one hundred twenty-nine (129) days in advance of any application thereof. unless the Indenture shall otherwise permit. The prepayment shall be in an amount equal to the sum of (A) accrued and unpaid interest on the Loan as of the date on which redemption or tender of the Bonds can occur following processing of such notice and (B) the product obtained by multiplying (i) the outstanding pIincipal amount of the Loan to be prepaid by (ii) the quotient obtained by dividing (y) the principal amount of the Bonds then Outstanding by (x) the amount of Program Assets (as defined in the Indenture) held by the Trustee. provided that the quotient shall not be less than 1.0. In no event. however. shall the prepayment amount for such prepayment in whole be less than the principal amount of the Loan then Outstanding plus accrued interest and any unpaid Reserve Payment amount due in respect of the Loan. In the case of a partial prepayment of any Loan. the amount of any such prepayment which shall be applied to the reduction of the outstanding principal balance of the Loan shall be reduced by an amount equal to the sum of (A) the amount of interest which accrues on the Loan from the date of its deposit with the Trustee until the first Business Day which is not earlier than one hundred twenty-nine (129) days thereafter (the "Prepayment Effective Date") and (B) the difference between (I) the product obtained by multiplying (i) the outstanding pIincipal amount of the Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence) by (ii) the quotient obtained by dividing (y) the principal amount of the Bonds then Outstanding by (x) the amount of Program Assets on the Prepayment Effective Date. provided that the quotient shall not be less than 1.0 and (2) the outstanding principal amount of the Loan to be prepaid (as reduced by the amount described in clause (A) of this sentence). Notwithstanding anything herein to the contrary. the one hundred twenty-nine (129) day periods mentioned in paragraphs (al and (b) hereof may run concurrently. The Governmental Unit shall receive credit for any income from investment of the amount of any such prepayment. Any computation of the prepayment amount under this Section 3.4(b) shall be made assuming all payments are made by Participating Governmental Units. as provided in Section 3.3(d) hereof. (c) The amount of any prepayment shall also include any amounts necessary to pay prepayment premiums. if any. to the holders of the Converted Bonds in connection with a redemption thereof from the proceeds of the prepayment. (d) In determining the amount and effect of any prepayments under this Section 3.4. Program Assets shall include any unpaid Loans. including any unpaid Loans that may have been discharged in bankruptcy or declared void or unenforceable. SECTION 3.5 RESERVE BONDs. (al The Governmental Unit hereby agrees and acknowledges that a principal amount of Bonds. initially bearing interest in the Fixed Rate Mode. equal to the Governmental Unit's Pro-Rata Share of the sum of the Debt Service Reserve Fund Requirement and the Loan Reserve Fund Requirement (the "Reserve Bonds") are MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -14- . OFFICIAL RECOROS . 18of46 BK 1837 PO 611 allocable to the Loan and with respect to which the Program incurs costs and expenses. A like amount of moneys on deposit in the Debt Service Reserve Fund and the Loan Reserve Fund are to be Invested in compliance with Section 6.02 of the Indenture. The Governmental Unit hereby acknowledges that pursuant to the Indenture. the amount of funds which may be used to pay Bonds or which may result in a Liquidation Shortfall is not limited to the amount of the Reserve Bonds. and that the full amount of the Debt Service Reserve Fund and the Loan Reserve Fund may be used as provided in the Indenture. including, among other things for payment of Bonds in the event of a default by the Governmental Unit. (b) In the event that a default of the Governmental Unit results in the liquidation of investments in the Debt'Service Reserve Fund or Loan Reserve Fund, the Governmental Unit will pay the "Liquidation Shortfall." "Liquidation Shortfall" shall mean the loss. if any, incurred by the Issuer as a result of such a liquidation versus the amount which would have been realized if such investments would have been sold at a price (exclusive of investment eanlings thereon) equal to their purchase price. In the event that for any other reason permitted under the Indenture (other than a default by another Governmental Unit) a draw upon the Loan Reserve Fund or the Debt Service Reserve Fund results in a liquidation of the investments therein. the Governmental Unit agrees to pay the Governmental Unlt.s Pro-Rata Share of the Liquidation Shortfall as a component of the Reserve Payment following such liquidation. No charges for the Liquidity Facility or Remarketing Agent in respect of the Reserve Bonds shall be borne by the Governmental Unit; however upon any determination by the Administrator that the investment eanlings on the investment of funds allocable to the proceeds of the Reserve Bonds is projected to be insufficient to pay the interest on the Reserve Bonds (after first applying such earnings to pay the charges for the Liquidity Facility and the Remarketing Agent in respect of the Reserve Bonds], the Governmental Unit shall pay. as a component of the Reserve Payment such amounts as determined by the Administrator under Subsections 3.3(c) and (d) hereof. The Governmental Unit's obligations under this paragraph shall be subject to the limitations in Section 3.3(fl. SECTION 3.6 GENERAL OBLIGATION OF GOVERNMENTAL UNIT TO PAY PRINCIPAL AND INTEREST; SPECIAL OBLIGATION TO PAY ADDITIONAL LoAN CHARGES. (al Each Credit Facility Issuer may share with any other Credit FacUity Issuer any information given to any of them by the Governmental Unit. including without limitation financial statements. and may also share such information with any participant of such Credit Facility Issuer. and any financial institution which is being solicited to become a participant of any Credit Facility Issuer. To the extent necessary to permit the foregoing. the Governmental Unit hereby waives any privilege or right to confidentiality. whether arising under statute or otherwise. it may have which would otherwise prohibit the foregoing sharing of information. (b) The payment of the principal of and interest on the Governmental Unit Note shall be secured by a pledge of the full faith. credit and taxing power of the Governmental Unit. and the payment of the Additional Loan Charges shall be secured MCL-05/ 17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo.6439.!a -15- . OFFICIAL RECORDS. 190f46 BK 1837 PG 512 by a first lien on and pledge of the Pledged Revenues. In addition. the Sinking Fund and the amounts on deposit therein are hereby irrevocably pledged to the payment of the principal and interest on the Loan and the Governmental Unit Note. The Pledged Funds are hereby irrevocably pledged to secure repayment of the Governmental Unit Note. as set forth herein. The Governmental Unit hereby represents and warrants that the pledge of the Pledged Funds and the Pledged Revenues to secure the Governmental Unit Note and the Loan as set forth herein is valid. binding and enforceable and that the Pledged Funds and the Pledged Revenues are not. as of the date hereof. otherwise subject to any pledge. encumbrances or lien. except as have been heretofore disclosed to and expressly approved by the Credit Facility Issuer in writing. The Governmental Unit covenants that it will not cause or permit to exist any pledge of or lien upon the Pledged Funds and the Pledged Revenues. other than the pledge benefiting the Governmental Unit Note or the Series I985B Governmental Unit Note. (c) Subject to Section 3.6(e), prior to each of its Fiscal Years. the Governmental Unit shall establish a budget for such fiscal year which allocates a sufficient sum to provide amounts to pay all amounts reasonably anticipated to be payable with respect to the Governmental Unit Note and the Loan. In the event that the budgeted amounts prove insufficient to make said payments. the Governmental Unit shall as soon as practicable (but in any event prior to the expiration of ninety days from such event) but subject to Section 3.6(e). amend its budget so .as to assure that sufficient amounts in the Pledged Funds are available to at all times make said payments. (d) In each year while any of such principal and interest on the Governmental Unit Note are outstanding there shall be levied and collected a tax. without limitation as to rate or amount. on all taxable property within the Governmental Unit (excluding exemptions as provided by law). sufficient in amount to pay into the Sinking Fund the amounts due for principal and interest on the Loan and the Governmental Unit Note as the same shall become due. The proceeds of such tax shall be deposited into the Sinking Fund to pay the principal of and interest on the Governmental Unit Note and the Loan as the same shall become due, after deducting therefrom any other funds of the Governmental Unit which may be available for such payment and which shall actually be so applied. Such tax shall be assessed. levied and collected in the same manner and at the same time as other ad valorem taxes are assessed. levied and collected. (e) Notwithstanding anything herein to the contrary, but subject to the provisions of this Section 3.6(e). the Governmental Unit hereby acknowledges and agrees to budget and appropriate. by amendment, if necessary. from Non-Ad Valorem Revenues lawfully available in each Fiscal Year. and deposit into the Revenue Fund amounts sufficient to pay all Additional Loan Charges. including without limitation. the Reserve Payments and the amounts due in respect of Costs and Expenses of the Program. The Governmental Unit hereby covenants that in the event sufficient amounts. exclusive of the amounts held for the payment of principal and interest on the Governmental Unit Note and the Loan. have not been applied to pay such amounts, it will. to the extent permitted by law and subject to this Section 3.6(e). in each year in which any Additional Loan Charges may be due and payable in MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -16- . OFFICIAL RECOROS . 20of46 BK 1837 PG 513 accordance with this agreement. budget and appropriate. by amendment. if required. from legally avallable Non-Ad Valorem Revenues. the sums required for payment of such amounts. and apply the same to the payment thereof. Such covenant and agreement on the part of the Governmental Unit to budget and appropriate such amounts of legally available Non-Ad Valorem Revenues shall be cumulative. and shall continue until such legally available Non-Ad Valorem Revenues in amounts sufficient to pay the Additional Loan Charges provided for herein in respect of the Governmental Unit Note have been budgeted. appropriated and actually paid to the Trustee. Notwithstanding the foregoing covenant of the Governmental Unit. the Governmental Unit does not covenant to maintain any services or programs. now provided or maintained by the Governmental Unit. which generate Non-Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Revenues. nor does it preclude the Governmental Unit from pledging in the future its Non-Ad Valorem Revenues. nor does it require the Governmental Unit to levy and collect any particular Non-Ad Valorem Revenues. nor does it give the Trustee a prior claim on the Non-Ad Valorem Revenues as opposed to claims of general creditors of the Governmental Unit. Such covenant to budget and appropriate Non-Ad Valorem Revenues is subject in all respects to the payment of obllgations secured by a pledge of such Non-Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However. the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non-Ad Valorem Revenues and placing on the Governmental Unit a positive duty to budget and appropriate. by amendment. if necessary. amounts sufficient to meet its obllgations hereunder; subject, however. in all respects to the restrictions of Section 166.241(3). Florida Statutes, which provides, in part. that the governing body of each municipality make appropriations for each Fiscal Year which. in anyone year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential publlc purposes affecting the health. welfare and safety of the inhabitants of the Governmental Unit or which are legally mandated by applicable law. (f) The Loan and the Governmental Unit Note. and all payments due with respect thereto or under this Loan Agreement as principal and interest, shall be general obligations of the Governmental Unit. and secured by the full faith, credit and taxing power of the Governmental Unit and a direct ad valorem tax shall be assessed. levied and collected, without limitation as to rate or amount. on all taxable property within the corporate limits of the Governmental Unit (excluding exemptions as provided by applicable law) as herein provided. The faith. credit and taxing power of the Governmental Unit have been irrevocably pledged to the punctual payment of the principal of and interest on the Governmental Unit Note as the same shall become due and payable. MCL-05/ 17/00 Rev-05125/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-18 -17- . OFFICIAL RECORDS. 21of46 BK 1837 PG 514 (gl The obligation to pay the Additional Loan Charges shall be payable solely from the Non-Ad Valorem Revenues as provided herein. The acceptance of the Governmental Unit Note by the holder from time to time thereof shall be deemed an agreement between the Governmental Unit and such holder that the obligation to pay such Additional Loan Charges shall not constitute a lien upon any property of the Governmental Unit. but shall constitute a lien only on the Pledged Funds. in the manner herein provided. (hI Subject to the prOVlslons of the Florida Constitution. nothing herein contained shall preclude the Governmental Unit from using any legally available funds. in addition to the Non-Ad Valorem Revenues. the Pledged Revenues and Pledged Funds herein provided. which may come into its possession. including but not limited to the proceeds of the Loan. contributions or grants. for the purpose of payment of the Loan. but the Governmental Unit shall have no obligation to use any such funds except. to the extent provided herein. the Non-Ad Valorem Revenues for payment of the Additional Loan Charges. SECTION 3.7 BENEFIT OF BONDHOLDERS AND ENHANCEMENT PROVIDER; COOPERATION BETWEEN PARTIES. This Loan Agreement is executed in part to induce the purchase by others of the Bonds. the issuance by the Credit Facility Issuer of the Credit Facility. the issuance of Local Credit Enhancement. if any. and the execution and delivery by the Liquidity Facility Issuer of the Liquidity Facility and. accordingly. all covenants. agreements and representations on the part of the Governmental Unit and the Sponsor. as set forth in this Loan Agreement, are hereby declared to be for the benefit of the holders from time to time of the Bonds. and for the benefit of each such Credit Facility Issuer. SECTION 3.8 BONDS NOT To BECOME ARBITRAGE BONDS. The Governmental Unit shall take no action which would cause the interest on the Bonds to lose the exemption from federal income tax under Section 103 of the Internal Revenue Code of 1954. as amended. and in effect prior to the enactment of the Tax Reform Act of 1986. and the regulations issued thereunder (collectively. the "1954 Code"). as such exemption is carried fOIWard in the exclusion of such interest from gross income for federal income tax purposes under the Internal Revenue Code of 1986. as amended. Except as provided in this Loan Agreement. the Governmental Unit hereby covenants to the Sponsor and the holders of the Bonds that it will neither make nor cause to be made any investment or other use of the proceeds of the Loan which would cause the Bonds to be "arbitrage bonds" under Section 103 of the 1954 Code. as amended. and the regulations issued thereunder. and that it will comply with the requirements of such Section and regulations throughout the term of the Bonds. in accordance with directions received by the Governmental Unit at the time the Loan is made. or such other specific written directions of the Sponsor as the Governmental MCL-05/17/oo Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev:06/30/00.6439-m -18- * OFFICIAL RECORDS * 22of46 BK 1837 PG 515 Unit may receive so that no investment of the proceeds of the Loan would cause the Bonds to be "arbitrage bonds" or otherwise adversely affect the tax-exempt status of the Bonds. SECTION 3.9 AsSIGNMENT OF SPONSOR'S RIGHTS. (al As the source of payment for the Bonds. the Sponsor will assign to the Trustee all the Sponsor's rights under the Governmental Unit Note and this Loan Agreement (except for the rights of the Sponsor. the Trustee. the Administrator and the Independent Contractor. if applicable. to receive payment of Administrative Expenses. reports and indemnity against claims. and the Sponsor's. Trustee's and Administrator's rights to enforce remedies pursuant to Section 3.5. 4.1. 4.2 and 5.4 hereof). The Governmental Unit will make all payments required under Sections 3.3. 3.4. 3.5 and 5.3 hereof directly to the Trustee without defense or setoff by reason of any dispute between the Governmental Unit and the Sponsor. (bl The Indenture requires that the Credit Facility provide for payment of the principal of and interest on the Bonds when due if other moneys available under the Indenture are insufficient therefor. and that rights to the payment of any principal and/or Interest paid by the Credit FacUity Issuer shall be assigned to the Credit FacUity Issuer. Under certain circumstances provided In the Indenture. this Loan Agreement and the Governmental Unit Note may be assigned to a Credit Faclllty Issuer or the issuer of a Local Letter of Credit. SECTION 3.10 SINKING FuND. COVENANT REGARDING PLEDGED FuNDs; REVENUE FuND; (al The Governmental Unit hereby covenants to take all lawful action necessary or required to collect and receive. and to deposit to the Sinking Fund, amounts sufficient to pay the principal of and Interest on the Governmental Unit Note and the Loan. In addition. but subject to Section 3.6(el hereof. the Governmental Unit shall take all lawful action necessary or required to collect and receive and budget and appropriate Non-Ad Valorem Revenues. for deposit to the Revenue Fund. In amounts sufficient to provide an amount of Pledged Revenues to pay the Additional Loan Charges as the same become due. The Governmental Unit further covenants that it has full power to pledge the Pledged Funds and the Pledged Revenues as provided In this Loan Agreement to the payment of the principal and Interest and other amounts becoming due on the Governmental Unit Note and the Loan. (bl There is hereby created and establlshed the Miami Beach. Florida. Gulf Breeze Loan Program Revenue Fund (the "Revenue Fund"). All amounts payable by the Governmental Unit hereunder other than amounts required to be deposited directly into the Sinking Fund pursuant to Section 3.6(dl shall be deposited Into the Revenue Fund and held solely for the benefit of the holder of the Governmental Unit Note as provided in this Section 3.10(bl. Commencing on July 15.2000. and on the 15th day of each month thereafter. but subject to Section 3.6(e) hereof. the Governmental Unit shall deposit to the Revenue Fund. from Non-Ad Valorem Revenues or any other sources legally available to the Governmental Unit for such MCL-05/17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev:06/30/oo-6439-~ -19- . OFFICIAL RECORDS . 23of46 BK 1837 PG 516 purposes. amounts sufficient to pay all Additional Loan Charges. including. without limitation. Reserve Payments and the payments in respect of the Costs and Expenses of the Program. if any then due. The Revenue Fund shall constitute a trust fund for the purposes herein provided and shall be kept separate and distinct from all other funds of the Governmental Unit and used only for the purposes and in the manner herein provided. Moneys on deposit in the Revenue Fund shall be invested in obligations in which the Project Loan Fund may be invested under the Indenture or as otherwise may be permitted by the Credit Facility Issuer. and all investment earnings shall be retained therein and used for the purposes thereof. Moneys in the Revenue Fund. shall be applied and allocated to pay all amounts due hereunder or under the Series B Loan Agreement as the same become due. other than amounts paid from the Sinking Fund. A separate fund is hereby created and designated the Miami Beach. Florida. Gulf Breeze Loan Program Sinking Fund (hereinafter called "Sinking Fund"). Fifteen days prior to each date upon which principal or interest shall be due on the Governmental Unit Note. there shall be deposited into the Sinking Fund amounts sufficient to pay (a) all of the interest on the Governmental Unit Note and the Series B Governmental Unit Note becoming due on such date. and (bl the pIincipal of the Governmental Unit Note and the Series B Governmental Unit Note becoming due. if any. on such date. The designation and establishment of the Revenue Fund and the Sinking Fund pursuant to this Section 3.10 shall not be construed to require the establishment of any completely independent. self-balancing fund as such term is commonly defmed and used in governmental accounting. but rather is intended solely to constitute an earmarking of certain revenues of the Governmental Unit for certain purposes and to establish certain priorities for application of such revenues as herein provided. Moneys in the Sinking Fund shall be applied on each date on which principal or interest is payable on the Loan. to make such payment. Moneys in the Revenue Fund shall be applied to make all payments not paid from the Sinking Fund. when due under any proviSions hereof. SECTION 3.11 ALTERNATE SECURITY FOR GOVERNMENTAL UNIT NOTE. The Governmental Unit reserves the right to secure the Governmental Unit Note with a Local Credit Enhancement acceptable in form and substance to the Credit Facility Issuer and the Administrator. and upon furnishing such Local Credit Enhancement or other security. the provisions of Sections 3.6 and 3.10 hereof and the pledge of and lien upon the Pledged Funds and Pledged Revenues in favor of the Governmental Unit Note shall be released and discharged. in the manner and to the extent specified by the Credit Facility Issuer in writing. In addition. the Governmental Unit may release the provisions of Sections 3.6 hereof and defease the lien of this Loan Agreement upon the Pledged Funds and Pledged Revenues at any time provided it first provides the following to the Trustee and to the Credit Facility Issuer: (al Evidence that the Governmental Unit shall have paid. or shall have made provision for payment of. all amounts payable under this Loan Agreement. For purposes of the preceding sentence. deposit of direct obligations of the United States of America which are not subject to redemption prior to maturity at the option of the obligor (or. with the written approval of the Credit Facility Issuer. deposit of any other securities or investments which may be authorized by law from time to time and MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -20- . OFFICIAL RECORDS . 24of46 BK 1837 PG 517 sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company. for the sole benefit of the Sponsor. the principal of and interest on which will be sufficient to pay when due all payments under this Loan Agreement. shall be considered "provision for payment". (hI An opinion of nationally recognized bond counsel acceptable to the Sponsor and to the Credit Facility Issuer to the effect that (i) the lien of this Loan Agreement upon the Pledged Funds and Pledged Revenues has been defeased and (iil the transaction resulting in such defeasance does not adversely affect the exemption from taxation of the interest on the Bonds. (c) Verification by an independent certified public accountant of sufficiency of amounts deposited in escrow pursuant to paragraph (al. SECTION 3.12 INTERLOCAL AGREEMENT. This Loan Agreement. together with the Governmental Unit Note incorporated by reference herein. shall be deemed to be an Interlocal Agreement with the Sponsor within the meaning of Chapter 163. Part I. Florida Statutes. and shall be filed of record in accordance with the provisions of the Florida Intergovernmental Cooperation Law; that is. it shall be filed with the Clerks of the Circuit Court for Santa Rosa County and Miami-Dade County. MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -21- . OFFICIAL RECORDS. 25of46 BK 1837 PG 518 ARTICLE IV COVENANTS OF THE GOVERNMENTAL UNIT SECTION 4.1 REpORTS AND OPINIONS; INSPECTIONS. (a) Until all amounts due under this Loan Agreement have been paid in fulJ. the Governmental Unit shall deliver to the Sponsor. the Trustee and the Credit Facility Issuers. within thirty (30) days after the Governmental Unit's receipt thereof. an annual report prepared in accordance with generally accepted accounting principles applicable to the Governmental Unit. and certified by an independent certified public accountant (or accounting firm) reasonably satisfactory to the Sponsor. which shall include a balance sheet and income statement for the pIior Fiscal Year in reasonable detail. and be accompanied by a certificate of the Governmental Unit stating that no Event of Default hereunder has occurred and is continuing hereunder. (b) The Governmental Unit shall deliver to the Sponsor. the Credit Facility Issuer and the Trustee. not later than the 135th but not earlier than the 128th day follOwing Win the case of a Loan secured by a Local Letter of Credit. the date of each Loan Payment pursuant to the terms of this Loan Agreement (whether by prepayment or regularly scheduled payment) or (ii) as to Loans not so secured. upon the final payment upon the Loan. a certificate of the Governmental Unit. or other evidence in form and substance satisfactory to the Trustee. to the effect that. during the peIiod ending one hundred twenty-nine (128) days following such payment. no bankruptcy. insolvency or similar proceeding has been commenced by or against the Governmental Unit and that no other event has occurred which would have constituted an Event of . Default under Section 5.1 (t) of this Loan Agreement (except such as has been vacated. dismissed or discharged by an order which is not subject to further appeal). Notwithstanding the payment in full of the Loan. the Governmental Unit shall pay any charges incurred by the Sponsor or the Trustee in connection with any payment under the Credit Facility by reason of the Governmental Unit's failure to deliver such certificate or evidence on a timely basis. In addition. notwithstanding the payment in full of the Loan. the Governmental Unit shall pay to any Substitute Credit Facility Issuer an amount. If any. equal to the Credit Facility Issuer Rate per annum on the amount which was disbursed under the Credit Facility by reason of any payment of the Governmental Unit's Loan payment to the holders of the Bonds being deemed a Preference Payment (as defined in the Indenture). for the peIiod between the disbursement of such amount under the Credit Facility and the repayment of such amount by the Governmental Unit. (c) The Governmental Unit agrees to permit the Sponsor. the Trustee and the Credit Facility Issuers to examine. visit and inspect. at any reasonable time. the Project. the Governmental Unit's facilities. and any accounts. books and records. Including its receipts. disbursements. contracts. investments and any other matters relating thereto and to Its financial standing. to the extent the same reasonably relate to the Loan and to supply such reports and information as the Sponsor. the Trustee or the Credit Facility Issuers may reasonably require. MCL-05/17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/OO-6439-la -22- . OFFICIAL RECOROS . 26of46 BK 1837 PG 519 SECTION 4.2 IMMUNITY OF SPONSOR. In the exercise of the powers of the Sponsor and its members. officers, employees and agents under the Indenture or this Loan Agreement including (Without limiting the foregoing) the application of moneys and the investment of funds. the Sponsor shall not be accountable to the Governmental Unit for any action taken or omitted With respect to the Financing Program or this Loan Agreement by it or its members. officers, employees and agents in good faith and believed by it or them to be authoIized or Within the discretion or rights or powers conferred under this Loan Agreement. The Sponsor and its members. officers. employees and agents shall be protected in its or their acting upon any paper or documents believed by it or them to be genuine, and it or they may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Governmental Unit for any claims based on the Indenture or this Loan Agreement against any member. officer, employee or agent of the Sponsor alleging personal liability on the part of such person unless such claims are based upon the bad faith. gross negligence, fraud or deceit of such person. To the extent pennitted by law the Governmental Unit shall indemnify the Sponsor and any of its members. officers, employees or agents and save them harmless against any liability intended to be precluded by this Section resulting from the breach of this Loan Agreement by the Governmental Unit. SECTION 4.3 COMPLIANCE WITH LAws. With respect to the Project and any additions, alterations or improvements thereto, the Governmental Unit will at all times comply With all applicable requirements of federal and state laws and With all applicable lawful requirements of any agency, board, or commission created under the laws of the State of Florida or of any other duly constituted public authority; provided. however. that the Governmental Unit shall be deemed in compliance With this Section 4.3 so long as it is contesting in good faith any such requirement by appropriate legal proceedings. SECTION 4.4 REsERVED. SECTION 4.5 REsERVED. MCL-05/17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -23- . OFFICIAL RECORDS . 27of46 BK 1837 PO 528 ':,:; .j ARTICLE V EVENTS OF DEFAULT AND REMEDIES SECTION 5.1 EvENTS OF DEFAULT. Each of the following events is hereby defined as, and declared to be and shall constitute, an "Event of Default": (a) failure by the Governmental Unit to make any payment required to be made pursuant to Section 3.3(a) or (h) hereof on or before the date the same is due provided notice of such amount has been given as provided herein; or (h) failure by the Governmental Unit to make any payment required to be made pursuant to any other provision hereof within thirty (30) days after the same is due and notice thereof has been furnished to the Governmental Unit; or (c) with the exceptions of those covenants set forth In Section 3.3 hereof, failure by the Governmental Unit to perform any other covenant, condition or agreement on its part to be observed or performed under this Loan Agreement for a period of thirty (30) days after written notice specifYing such failure and requesting that it be remedied is given to the Governmental Unit by the Sponsor, the Credit F~cUity Issuer or the Trustee; provided, however, that if such failure cannot reasonably be corrected within such thirty (30) day period, upon approval of the Credit Facility Issuer (which shall be granted if the Credit FacUity Issuer reasonably believes the failure can be cured within one hundred eighty (180) days), the Governmental Unit shall not be deemed to have committed an Event of Default under this paragraph if it commences to cure such failure within such thirty (30) day period and thereafter pursues the curing thereof with diligence; or (d) if any of. the representations, warranties or certifications of the Governmental Unit under Section 1.2 hereof or otherwise made or delivered by the Governmental Unit in connection herewith shall prove to be false or misleading in any material respect; or (e) (1) the Governmental Unit shall make an assignment for the benefit of creditors; (2) the Governmental Unit shall apply for or seek, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its property; (3) the Governmental Unit shall fail to file an answer or other pleading denying the material allegations of any proceeding filed against it seeking to have the Governmental Unit adjudicated as bankrupt or insolvent, or seeking dissolution. winding up, liquidation. reorganization, arrangement, adjustment or composition of the Governmental Unit or its debts under any law relating to bankruptcy or insolvency; or (4) the Governmental Unit shall take any action to authorize or effect any of the actions set forth in Sections 5.l(e)(1) or (2); or MCL-05/ 17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-18 -24- . OFFICIAL RECORDS . 28of46 BK 1837 PG 521 (f] (1) the Governmental Unit shall be adjudicated a bankrupt or become subject to an order for relief under federal bankruptcy law; (2) the Governmental Unit shall institute any proceedings seeking an order for relief under federal bankruptcy law or seeking to be adjudicated a bankrupt or insolvent. or seeking dissolution, winding up. liquidation. reorganization. arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy or insolvency; or (3) without the application. approval or consent of the Governmental Unit, a receiver. tnIstee, examiner. liquidator or similar official shall be appointed for the Governmental Unit, or a proceeding descIibed in Section 5. I (e)(3) shall be instituted against the Governmental Unit and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a peIiod of ninety (90) consecutive days; the mere declaration by the Governmental Unit of a state of financial emergency under Section 218.503, FloIida Statutes, as amended. shall not. in and of itself. constitute a default under this Section 5.1(f]; or (g) if a Local Letter of Credit has been provided with respect to the Loan. the failure of the Governmental Unit to provide a replacement for any such Local Letter of Credit, which replacement has been approved in wIiting by the Credit Facility Issuer, by the fifteenth (15th) day pIior to the expiration or non-renewal of the eXisting Local Letter of Credit. SECTION 5.2 No ACCELERATION. The payment obligations of the Borrower under this Loan Agreement and the Governmental Unit Note are not subject to acceleration. SECTION 5.3 PAYMENT OF LoAN ON DEFAULT; SUIT THEREFOR. (a) The Governmental Unit covenants that, in case an Event of Default shall occur in the payment of any sum payable by the Governmental Unit under Section 3.3 of this Loan Agreement as and when the same shall become due and payable, then. upon demand of the Sponsor, the Credit Facility Issuer or the Trustee. but only upon direction of the Credit FacUlty Issuer. the Governmental Unit will pay, subject to the provisions of Section 3.6 hereof, to the Trustee (or its assignee) an amount equal to the sum of: (1) amounts which the Governmental Unit is obligated to pay under this Loan Agreement and (ii) such further amount as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Sponsor. the Trustee, their agents, attorneys and counsel. (b) In case the Governmental Unit shall fail forthwith to pay such amounts upon such demand. the Sponsor or the Trustee (or its assignee) shall be entitied and empowered but only upon direction of the Credit Facility Issuer. subject to the provisions of Section 3.6 hereof. to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree. and may enforce any such judgment or final decree against the Governmental Unit and collect in the manner provided by law. MCL-05/17/oo Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/OQ-6439-1a -25- * OFFICIAL RECORDS * 29of46 BK 1837 PG 522 (c) In case any proceedings shall be pending for the bankruptcy or for the reorganization of the Governmental Unit under the Federal banknlptcy laws or any other applicable law. or in case a receiver or trustee shall have been appointed for the property of the Governmental Unit, or in case any other similar judicial proceedings shall be pending relating to the Governmental Unit or to the creditors or property of the Governmental Unit. the Trustee (or its assignee) shall be entitled and empowered. to the extent permitted by law. by intervention in such proceedings or otherwise. to file and prove a claim or claims for the whole amount of the Loan made to the Governmental Unit pursuant to this Loan Agreement and for interest owing and unpaid in respect thereof and to me such proofs of claim and other papers or documents as may be necessary or advisable in order to prosecute the claims of the Trustee (or its assignee) in any such judicial proceedings relating to the Governmental Unit. its creditors. or its property. and to collect and receive any moneys or other property payable or deliverable on any such claims. and to distlibute the same after the deduction of its charges and expenses. Any receiver. assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee (or its assignee). and to pay to the Trustee (or its assignee) any amount it requires for compensation and expenses. including reasonable counsel fees it has incurred up to the date of such distlibution in connection with the Loan. SECTION 5.4 OTHER REMEDIES. (a) Whenever any Event of Default hereunder shall have occurred and be continuing, the Sponsor or the Trustee (or its assignee) shall. but only if directed by the Credit Facility Issuer. take whatever action at law or in equity as may appear necessary or desirable to collect the amounts payable by the Governmental Unit hereunder, then due and thereafter to become due. or to enforce performance and observance of any obligation. agreement or covenant of the Governmental Unit under this Loan Agreement, including the application of any undisbursed Loan proceeds to the reduction of the outstanding balance of such Loan. (b) Whenever any Event of Default hereunder shall have occurred and be continuing. the Sponsor or the Trustee (or its assignee) may, but shall not be obligated to, perform for the account of the Governmental Unit any covenant or obligation in the performance of which the Governmental Unit is in default. in which event the Governmental Unit shall. subject to Section 3.6 hereof. immediately reimburse the Sponsor or the Trustee (or its assignee), as the case may be. upon demand for all expenses incurred by the Sponsor or the Trustee (or its assignee). as the case may be. in the course of such performance, including reasonable counsel fees. with interest from the date of such expenditure at the Plime Rate of the Liquidity Facility Issuer then in effect. (c) No action taken pursuant to this Section 5.4 shall relieve the Governmental Unit from its obligations pursuant to Sections 3.3, 3.5 and 5.3 hereof, all of which shall survive any such action. The Sponsor or the Trustee (or its assignee) may. and upon direction of the Credit Facility Issuer. shall take whatever action at law or in equ~ty as may appear necessary and desirable to collect the amounts then due and thereafter to become due from the Governmental Unit. or to enforce the MCL-05/ 17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-Ja -26- . GFF.CIAL RECORDS . 30of46 BK 1837 PG 523 performance and observance of any obligation. agreement or covenant of the Governmental Unit hereunder. (d) Except as to the Sponsor's lights to indemnity and reports from the Governmental Unit hereunder. the Sponsor's light to enforce the remedies desclibed in this Section 5.4 shall not be exclusive. and the Credit Facility Issuers and the Trustee shall also have the light to enforce these remedies. SECTION 5.5 CUMULATIVE RIGHTS. No remedy conferred upon or reserved to the Sponsor. the Credit Facility Issuer or the Trustee (or its assignee) by this Loanj\greement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity or by statute. No waiver by the Sponsor. the Credit Facility Issuer or the Trustee (or its assignee) of any breach by the Governmental Unit of any of its obligations. agreements or covenants hereunder shall be deemed a waiver of any subsequent breach. or a waiver of any other obligation. agreement or covenant. and no delay or failure by the Sponsor. the Credit Facility Issuer or the Trustee (or its assignee) to exercise any light or power shall impair any such light or power or shall be construed to be a waiver thereof. but any such light and power may be exercised by the Sponsor. the Credit Facility Issuer or the Trustee (or its assignee) from time to time and as often as may be deemed expedient. SECTION 5.6 DISCONTINUANCE OF PROCEEDS. In case the Sponsor. the Credit Facility Issuer or the Trustee (or its assignee) shall have proceeded to enforce any light under this Loan Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Sponsor. the Credit Facility Issuer or the Trustee (or its assignee). then and in every such case the Governmental Unit. the Sponsor. the Credit Facility Issuer and the Trustee (or its assignee) shall be restored respectively to their several positions and lights hereunder. and all lights. remedies and powers of the Governmental Unit. the Sponsor. the Credit Facility Issuer and the Trustee (or its assignee) shall continue as though no such proceeding had been taken. subject to any such adverse determination. SECTION 5.7 NOTICE OF DEFAULT. The Governmental Unit shall give the Trustee. the Credit Facility Issuer. the Liquidity Facility Issuer. each Local Credit Enhancement Issuer or provider of any Local Letter of Credit and the Sponsor, a prompt wIitten notice of any condition or occurrence which constitutes an Event of Default under Section 5.1 hereof immediately upon becoming aware of the existence thereof. MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -27- . OFFICIAL RECORDS. 31of46 BK 1837 PG 524 ARTICLE VI MISCELLANEOUS SECTION 6.1 LIMITATION OF LIABIUTY. In the event of any default by the Sponsor hereunder, the liability of the Sponsor or the Credit Facility Issuer to the Governmental Unit shall be enforceable only out of the moneys available under the Indenture and there shall be no other recourse for damages by the Governmental Unit against the Sponsor. the Credit Facility Issuer. its officers. members, agents and employees. or against any of the property now or hereafter owned by it or them. Notwithstanding any other provisions of this Loan Agreement to the contrary, in the event of any default by the Governmental Unit hereunder. the liability of the Governmental Unit to pay amounts under the Governmental Unit Note and hereunder shall be enforceable only out of the sources provided hereunder and there shall be no other recourse for damages by the Sponsor or the Credit Facility Issuer against the Governmental Unit, Its officers. members, agents and employees. SECTION 6.2 No PERSONAL RECOURSE. Neither any member nor any officer. employee or agent of the Governmental Unit nor any person executing this Loan Agreement or Governmental Unit Note shall be personally liable on the Loan or the Bonds or this Loan Agreement by reason of the issuance thereof. SECTION 6.3 NOTICES. Notice hereunder shall be effective upon receipt and shall be given by certified mail, return receipt requested, to: As to the Sponsor: City Manager City of Gulf Breeze, Flortda P.O. Box 640 Gulf Breeze, Flortda 32561 As to the Trustee: SunTrust Bank 225 E. Robinson Street. Suite 250 Orlando, Flortda 32801 Attn: Corporate Trust Division MCL-05/17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/26/00 D__ ~/<:ln/nn-A4!-1lQ_1A -28- · OFFICIAL RECORDS . 320f46 BK 1837 PG 525 As to the Governmental Unit: City of Miami Beach. Florida 1700 Convention Center Drive Miami Beach. FL 33139 Attn: Finance Director CC: City Attorney As to the Credit Facility Issuer: Financial Guaranty Insurance Company 115 Broadway New York. New York 10006 Attn: General Counsel As to the Liquidity Facility Issuer: Credit Locale de France New York Agency 9 West 57th Street. 36th Floor New York. New York 10019 Attn: General Manager SECTION 6.4 ILLEGAL OR INVALID PROVISIONS DISREGARDED. In case any provision of this Loan Agreement shall for any reason be held invalid. illegal or unenforceable in any respect. this Loan Agreement shall be construed as if such provision had never been contained herein. SECTION 6.5 APPLICABLE LAw. This Loan Agreement shall be deemed to be a contract made in Florida and governed by Florida law. SECTION 6.6 AsSIGNMENTS. The Governmental Unit shall not aSSign this Loan Agreement or any interest of the Governmental Unit herein. either in whole or in part. The Administrator on behalf of the Sponsor hereby assigns this Loan Agreement and the Governmental Unit Note attached hereto to the Trustee as provided in Section 3.9 hereof. Except as provided in Section 3.9 hereof this Loan Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. SECTION 6.7 AMENDMENTS. MCL-05/17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/3O/oo-6439-1a -29- · OFFICIAL RECORDS . 33of46 BK 1837 PO 526 This Loan Agreement may not be amended except by an InsUument in WIiting signed by the parties and with the consent of each provider of a Local Letter of Credit, if any. and the Credit Fac1l1ty Issuer, and, if such amendment occurs after the issuance of the Bonds, with consent of the Trustee if required by Section 8.03 of the Indenture. SECTION 6.8 TERM OF AGREEMENT. This Loan Agreement and the respective' obl1gations of the parties hereto shall be in full force and effect from the date hereof untll the principal of and all interest on the Loan shall have been paid in full and the Governmental Unit shall have compl1ed with Section 4.llb) hereof. SECTION 6.9 HEADINGs. The captions or headings in this Loan Agreement are for convenience of reference only. and shall not control or affect the meaning or consUuction of any provision hereof. SECTION 6.10 PAYMENTS. NOTICE OF EXPECTATION OF OBLIGATION TO MAKE CERTAIN The Administrator shall promptly notify the Governmental Unit by telephone, followed by WIitten notice, whenever earnings are reasonably expected to result in the Governmental Unit's obl1gation to make a Reserve Payment. SECTION 6.11 ENTIRE AGREEMENT. This Loan Agreement is the entire fmal agreement between the respective parties with respect to the Loan. This Loan Agreement incorporates provisions of the Indenture only to the extent expressly set forth in this Loan Agreement, and this Loan Agreement shall supersede all other agreements either WIitten or oral between such parties with respect to the Loan. SECTION 6.12 LIMITATION OF INVESTMENT EARNINGS CREDIT. The Sponsor has reserved the right to determine the extent to which investment income on the other funds establ1shed under the Indenture (including any income from the Project Loan Fund) may be appl1ed in detennlning the amount payable hereunder. The Governmental Unit w1ll not receive as a credit against any payment due hereunder any amount of actual earnings on the proceeds of the Reserve Bonds. in excess of (a) fees and charges for the Liquidity Facllity and Remarketing Agent in respect of the Reserve Bonds, (b) fees of the Trustee, Registrar and Paying Agent, and other appl1cable Costs and Expenses of the Program, and (c) interest on such Reserve Bonds. If such earnings are not sufficient to provide a credit for the items I1sted in (a) through (c) of the foregoing sentence, such earnings shall be appl1ed in the priority in which such items are described, from (a) to (e). MCL-OS/ 17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -30- WITNESS: '7...A"'4'7 d LYu, , Te;c,c~6t A.3/1c..v-d'L ~.~ , " , --- /1/;Anl// . t!"N/llcrCtilFc,c MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev-06/13/00 Rev: 06/15/00 Rev-06/Dd/00~39-La-e . OFFICIAL RECORDS . 34of46 BK 1837 PG 527 CITY OF GULF BREEZE, FLORIDA ., -31- (SEAL) .".,:};,"'::?~~( : J\.TJ'J!:ST:,i"".' . // ',_ (;~ ',' ;,.'..' "??-~\ : ~',~I '\ j _-: ';' ro'; i',\ /1. .. ,",;,. c'/;,: -<;;' ':.,':~ ~ \:;~~::1(tt~~..:~tU.{~ ",_;~e: City 'Cl.eri(,:, ".~....J . ... ..'" ... ~....... . ',.! r,! '111:, ~ ;.:\, \,,:.~~""'r;t'f'i"" -:\ . MCL-05/ 17/00 Rev-05/25/00 Rev: 05/30/00 Rev-06{l3/oo Rev: 06/15/00 Rev-06/27/oo-6439-1a-. · OFFICIAL RECORDS . 35of46 BK 1837 PG 528 CITY OF MIAMI BEACH. FLORIDA -32- (SEAL) ,"""""" .- ~lUf!' J). I" "..e..~~\ i;lj:~... 4"" ,'"to ;;;II a....&Q.. '),r ", .:o.~ 0", .: eoo~PoRA;}:.. ~ : .tJ(} f$-\ 0:. :: ....... .:. - . . ,. : : : = ;, \ SEAL.: ; .,. .. :: ~*.. .*" ., -. to- ~ A~~....... "..... II r.p. \ t'\ ~_" · ,ycu\tt,. , ." By: -'v 711"1-Mk-- Title' . VICE PRESIDENT MCL-05/17/oo Rev-05/25/oo Rev: 05/30/00 Rev-06/13/oo Rev: 06/15/00 Rev-06/27/oo Rev-06/28/00-6439-Ia-e SUNTRUST BANK Trustee . OFFICIAL RECORDS . 360f46 BK 1837 PG 529 By . ~~~ Title: VICE PRESI NT ~ -33- · OFFICIAL RECORDS . 37of46 . BK 1837 PG 530 STATE OF FLORIDA COUNTY OF SANTA ROSA I, Jeffrey A. Brenner, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Lane Gilchrist, personally known to me to be the same person whose is Mayor of the City of Gulf Breeze, Florida, and Administrator of the City's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 E, subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he, being thereunto duly authorized, signed in the presence of two subscribing witnesses and delivered the said instrument as the free and voluntary act of said City and as his own free and voluntary act, for the uses and purposes therein set forth and took an oath. IN WITNESS WHEREOF, under my hand and notarial seal this 27th day of June, 2000. (SEAL) Re.lllle.R Je.ffRe.~IC"S1~1~ Of ~\.O~~~ ?Illll . Jan.' ~01"'\l.~ iSSion e"p\'e~C61.0381! tlI':/ eomm Ion 110. commisS h.-u.~ tciotary Public My Commission Ends: Name: Jeffrey A. Brenner Address: 25 West Cedar St., #500 Pensacola, Florida 32501 Personally Known /or Produced Identification Type of Identification Produced MCL-OS/17/oo Rev-QS/2S/oo Rev: OS/30/OO Rev-Q6/13/oo Rev: 06/1S/OO Rev-Q6/27/oo-6439.1B-e -34- · OFFICIAL RECORDS . 38of46 BK 1837 PG 531 STATE OF FLORIDA COUNTY OF MIAMI-DADE I. /?!/JA'J4 J7. H/f!Jt1ml","Z. . a Notary Public in and for the ~d County in the State aforesaid. do hereby certify that /24.11'7/ f}/m,or and;(dPd" Idn-:-kr. personally known to me to be the same persons whose names are. respectively as Vice-Mayor and City Clerk of the City of Miami Beach. Florida. subscribed to the foregoing instrument. appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized. signed. sealed with the seal of said City. and delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act. for the uses and purposes therein set forth and took an oath. Zi!J- IN WITNESS WHEREOF. under my hand and notarial seal this day of June. 2000. (SEAL) e......AF- t..tMy CommiuIon CC821248 ~.:Y ..... Moloh 211. 200S if: /l. // t1i..; . ~lIfd/1/ No Public Personally Known / or Producedldentificatlon Type of Identification Produced MCL-05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev-06/13/00 Rev: 06/15/00 Rev-06/27/00-6439-1a.. -35- . OFFICIAL RECORDS . 39of46 BK 1837 PG 532 .;-.'..... STATE OF FLORIDA COUNTY OF G?I. f/tf I, AndreaLathrop , a Notary Public in and for the said County in the State aforesaid. do hereby certify that USA DERRYBERRY and Peter H. Fowler . personally known to me to be the same persons whose names are, respectively as~C't PRESIDENT and \fICE PRE:SIDENT of SunTrust Bank. subscrtbed to e oregoing instrument. appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Bank, and delivered the said instrument as the free and voluntary act of said Bank and as their own free and voluntary act. for the uses and purposes therein set forth and took an oath. IN WITNESS WHEREOF. under my hand and notaJial seal this 3rD day of July, 2000. (SEAL] .........;~...# Andrea L Lathrop trK~ MY COMMISSION I CC83114S EXPIRES ~.A.kj April 26, 2003 ...1.'I.....-;..~.' BONDED lHRU TTl:QY FAIN lNSURANCE.INC '..Cif"i"" (]~1dJv;a ')cY?Jfl~ Notary Public My Commission Ends: Name: Address: Personally Known _ or Produced Identification Type of Identification Produced MClr05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev-06/13/00 Rev: 06/15/00 Rev-<l6/27/00 Rev-06/28/00-6439-la-e -36- . OFFICIAL RECORDS . 40of46 BK 1837 PO 533 '-;.', EXHIBIT A UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI BEACH GOVERNMENTAL UNIT NOTE For value received. the City of Miami Beach. Florida (the "Governmental Unit"). a municipal corporation. organized and existing under the laws of the State of Florida. hereby promises to pay to the Trustee under the Indenture (as hereafter defined) as assignee of the Sponsor (as hereafter defined). or to the Credit Facility Issuer. as its assignee. the principal sum of Fourteen Million Ninety Thousand Dollars $14.090.0001. and to pay interest thereon from the date hereof. as follows: (a) The principal hereof shall be paid in annual installments on the dates and in the amounts shown on "Schedule I" attached hereto; and the entire unpaid principal balance hereof. together with accrued interest hereon as provided below. shall be due and payable in full as set forth on sald "Schedule I"; and (b) Interest on the unpaid principal balance hereof shall be paid in semi- annual installments at the rates and on the dates shown on Schedule "I." in accordance with the terms of the Loan Agreement of even date herewith (the "Loan Agreement") between and among the City of Gulf Breeze. Florida (the "Sponsor"). the Governmental Un1t and SunTrust Bank. as Trustee. the provisions of which are incorporated herein by reference. In addition to such amounts specified in Schedule "I." the actual amounts due in repayment of the Loan shall also include the Additional Loan Charges. including without limitation. the Reserve Payments and payments due in respect of the Costs and Expenses of the Program (solely as defmed and described in the Loan Agreement). If such payments shall be due pursuant to the provisions of Section 3.3 or 3.5 of the Loan Agreement. Any payment required to be made with respect to the Loan which is received later than its due date shall bear interest from such due date at a rate equal to the higher of the rate of interest on this Note or the Prime Rate. plus two per centum per annum (the "Default Rate"). As set forth in the Loan Agreement. a default of the Governmental Unit may also result in a requirement that the Governmental Unit make certain additional payments with respect to a portion of the Debt Service Reserve Fund. as defined in the Loan Agreement. Notwithstanding anything otherwise contained in this Note. the interest rate on this Note and any other amounts payable by the Borrower under the Loan Agreement that are treated as interest under applicable law. shall not exceed the Maximum Rate as defined in the Loan Agreement; provided. that. in the event the imposition of such Maximum Rate shall ever cause the amount payable on this Note to be less than the MCL-05/17/oo Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-la -37- · OFFICIAL RECORDS. 410f46 BK 1837 PG 534 amount of interest which would otherwise be computed pursuant to the Loan Agreement. this Note shall thereafter bear interest at the Maximum Rate until the earlier of (II the final maturity of this Note or (21 such time as the total amount of interest paid on this Note shall at such rate equals the amount of interest which would have been payable on this Note without regard to any Maximum Rate. All payments made hereunder from amounts in the Sinking Fund under the Loan Agreement shall be applied first to payment of accrued interest on the unpaid principal balance hereof at the aforesaid rate. and then to reduction of principal. Amounts due under the Loan Agreement for Additional Loan Charges. including without limitation. the Reserve Payments and the amounts due in respect of the Costs and Expenses of the Program. shall be paid solely from Non-Ad Valorem Revenues (as defmed in the Loan Agreement]. In the event the full amount of this Note is not disbursed. the payments of principal due hereunder shall be reduced ratably to reflect such reduction in the principal amount due hereunder. and a new Schedule "I" will be calculated by the Administrator. The principal hereof and interest hereon shall be paid to the Trustee as Assignee of the Sponsor (or to the Credit Facility Issuer. as its assignee) at such place as the Trustee may designate in wrtting. This Note evidences a loan made to the Governmental Unit pursuant to the Loan Agreement. to fmance the Governmental Unit's cost of Improvements to neighborhood infrastructure. parks and beaches and fire stations and related facilities and fire trucks (the "Project"). as described In the Loan Agreement (the "Financing Program"] and the Governmental Unit has executed this Note to evidence all payments due under said Loan Agreement. Such Loan is being made by the Sponsor. from the proceeds of Its Local Government Loan Program Floating Rate Demand Revenue Bonds. Series 1985 E (the "Bonds"). The Bonds are issued under a Trust Indenture dated as of December 1. 1985. as amended and restated as of July 1. 1986. as further amended and supplemented (the "Indenture") between the Sponsor and the Trustee. This Note may be paid prior to maturity In the manner and with the premium. If any specified In Section 3.4 of the Loan Agreement. The full faith. credit and taxing power of the Governmental Unit have been Irrevocably pledged to the punctual payment of the principal of and interest on the Governmental Unit Note as the same shall become due and payable. Additional Loan Charges are payable solely from Non-Ad Valorem Revenues. in the manner. and subject to the limitations set forth In the Loan Agreement. The obligations of the Governmental Unit hereunder to pay amounts other than principal and interest are limited. special obligations payable from the Pledged Revenues in the manner. and subject to the limitations. set forth In the Loan Agreement. Pursuant to the Loan Agreement. the Governmental Unit has covenanted to budget and appropriate funds from its Non-Ad Valorem Revenues sufficient to pay such amounts due hereon. all In the manner. and subject to the limitations. provided In the Loan Agreement. The acceptance of this Note by the holder from time to time hereof shall be deemed an agreement between the Governmental Unit and such holder that the obligation to pay MCL-05/ 17/00 Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev:06/30/0D-6439-1a -38- . OFFICIAL RECOROS . 420f46 BK 1837 PG 535 Additional Loan Charges. including without limitation the Reserve Payments and amounts due in respect of the Costs and Expenses of the Program. shall not constitute a lien upon any property of the Governmental Unit. but shall constitute a lien only on the Pledged Revenues. in the manner provided in the Loan Agreement. The Governmental Unit shall be in default hereunder upon: (I) the nonpayment on or before the same is due of any payment desclibed in paragraphs (a) or (b) of this Note or (ii) under the circumstances desclibed in the Loan Agreement. In the event of such default hereunder, the holder hereof shall have any and all lights and remedies available to it under the Loan Agreement. No failure of the holder hereof to exercise any light hereunder shall be construed as a waiver of the light to exercise the same or any other light at any other time. In addition to all other lights it may have, the holder hereof shall have the following lights, each of which may be exercised at any time: (I) to pledge, transfer or assign this Note in the manner presclibed herein or in the Loan Agreement and any renewals, extensions and modifications hereof, assigning therewith its lights in the Loan Agreement in accordance with the terms thereof and any such pledgee, transferee or assignee shall have all the lights of the holder hereof with respect to this Note and any renewals. extensions and modifications hereof and of the Loan Agreement so assigned therewith, and the holder hereof making such pledge, transfer or assignment shall be thereafter relieved from any and all liability with respect to the Loan Agreement so assigned; (ii) to notify the Governmental Unit or any other persons obligated under the Loan Agreement to make payment to the holder of this Note any amounts due or to become due thereon; and (iii) to apply any amounts received under or pursuant to the Loan Agreement against the plincipal of and interest on and other amounts payable under this Note. A payment made on this Note by or on .behalf of the Governmental Unit shall also be deemed a payment made under the Loan Agreement. This Note shall not be assigned unless the Loan Agreement Is included in the assignment. Upon the request of the holder hereof. this Note may be converted to a registered obligation and the Governmental Unit shall maintain books for the registrations of the transfer and exchange of this Note in compliance with the Flolida Registered Public Obligations Act. It is hereby certified and recited that all acts. conditions and things required to happen. exist and be performed. precedent to and in the issuance of this Note, have happened, exist, and have been performed in due time, form and manner as required by the Constitution and laws of the State of Flolida applicable thereto; that the total indebtedness of the Governmental Unit. including this Note, does not exceed any constitutional, statutory or charter limitation; and that provision has been duly made for the levy and collection of a direct annual tax. without limitation as to rate or amount, upon all taxable property Within the Governmental Unit (excluding exemptions as provided by law) sufficient to pay the principal of and interest on this Note as the same shall become due, which tax shall be levied and collected at the same time, and in the same manner. as other ad valorem taxes of the Governmental \ MCL-05/17/oo Rev.05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -39- . OFFICIAL RECORDS . 43of4! BK 1837 PG 536 Unit are assessed. levied and collected. For the prompt payment of the principal of and interest on this Note. the full faith. credit and taxing power of the Governmental Unit are irrevocably pledged. The terms and conditions of the Loan Agreement are made a part of this Note as fully as if set forth in full herein. Except as otherwise provided herein. all capitaliZed terms used herein which are defined in the Loan Agreement shall have the meanings set forth in the Loan Agreement. MCL-05/17/oo Rev-05125/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1a -40- · OFFICIAL RECORDS . 440'46 BK 1837 PO 537 . N_ ~... IN WITNESS WHEREOF. the City of Miami Beach. Florida. has issued this Governmental Unit Note and has caused the same to be manually signed by the Vice- Mayor of the City of Miami Beach. Florida. and the corporate seal of the City of Miami Beach. Florida. to be affIXed. impressed. lithographed or reproduced hereon. and attested by the City Clerk of the City of Miami Beach. Florida. all as of this _ day of July. 2000. CITY OF MIAMI BEACH. FLORIDA (SEAL OF THE CI1Y) By: Title: Vice-Mayor. City of Miami Beach ATTEST: By: Title: City Clerk MClr05/l7/00 Rev.05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1a -41- . OFFICIAL RECORDS . 45of46 BK 1837 PG 538 SCHEDULE "I" $14,.090,000 CITY OF MIAMI BEACH, FLORIDA GOVERNMENTAL UNIT NOTE GULF BREEZE VRDS SERIES 1985 E DEBT SERVICE SCHEDULE INTEREST FISCAL DATE PRINCIPAL RATE INTEREST TOTAL 12/01/2000 328.104.18 328.104.18 06/01/2001 399.045.63 12/01/2001 399.045.63 798.091.26 06/01/2002 399.045.63 12/01/2002 399.045.63 798.091.26 06/01/2003 399.045.63 12/01/2003 399.045.63 798.091.26 06/01/2004 399.045.63 12/01/2004 399.045.63 798.091.26 06/01/2005 399.045.63 12/01/2005 399,045.63 798.091.26 06/01/2006 399.045.63 12/01/2006 399.045.63 798.091.26 06/01/2007 399.045.63 12/01/2007 399.045.63 798.091.26 06/01/2008 399.045.63 12/01/2008 399.045.63 798.091.26 06/01/2009 399.045.63 12/01/2009 399.045.63 798.091.26 06/01/2010 399.045.63 12/01/2010 399.045.63 798.091.26 06/01/2011 399.045.63 12/01/2011 399.045.63 798.091.26 06/01/2012 399.045.63 12/01/2012 399.045.63 798.091.26 06/01/2013 399.045.63 12/01/2013 399.045.63 798.091.26 06/01/2014 399.045.63 12/01/2014 1.700.000.00 5.500% 399.045.63 2.498.091.26 06/01/2015 352.295.63 12/01/2015 1.795.000.00 5.550% 352.295.63 2.499.591.26 06/01/2016 302,484.38 12/01/2016 1.895.000.00 5.625% 302.484.38 2,499.968.76 06/01/2017 249.187.50 12/01/2017 2.000.000.00 5.650% 249.187.50 2,498.375.00 06/01/2018 192.687.50 12/01/2018 2.110.000.00 5.700% 192.687.50 2,495.375.00 06/01/2019 132.552.50 12/01/2019 2.230,000.00 5.750% 132.552.50 2.495,105.00 06/01/2020 68.440.00 12/01/2020 2.360.000.00 5.8000/0 68,440.00 2.496.880.00 MCLr05/17/00 Rev-05/25/00 Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00~39-1a -42- Total 14.090.000.00 r'., MCL-05/17/oo Rev-05/25/oo Rev: 05/30/00 Rev 06/13/00 Rev: 06/15/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-la -43- . OFFICIAL RECORDS . ~6of46 BK 1837 PO 539 14.096.676.84 SPECIMEN UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI BEACH GOVERNMENTAL UNIT NOTE For value received. the City of Miami Beach. Flortda (the "Governmental Unit"). a municipal corporation. organized and existing under the laws of the State of Flortda. hereby promises to pay to the Trustee under the Indenture (as hereafter defined) as assignee of the Sponsor (as hereafter defined). or to the Credit Facility Issuer. as its assignee. the pIincipal sum of Fourteen Million Ninety Thousand Dollars ($14.090.000). and to pay interest thereon from the date hereof. as follows: (a) The prtncipal hereof shall be paid in annual installments on the dates and in the amounts shown on "Schedule I" attached hereto; and the entire unpaid pIincipal balance hereof. together with accrued interest hereon as provided below. shall be due and payable in full as set forth on said "Schedule I"; and (b) Interest on the unpaid pIincipal balance hereof shall be paid in semi- annual installments at the rates and on the dates shown on Schedule "I." in accordance with the terms of the Loan Agreement of even date herewith (the "Loan Agreement") between and among the City of Gulf Breeze. Flortda (the "Sponsor"). the Governmental Unit and SunTrust Bank. as Trustee. the provisions of which are iricorporated herein by reference. In addition to such amounts specified in Schedule "I." the actual amounts due in repayment of the Loan shall also include the Additional Loan Charges. including without limitation. the Reserve Payments and payments due in respect of the Costs and Expenses of the Program (solely as defined and descrtbed in the Loan Agreement). if such payments shall be due pursuant to the provisions of Section 3.3 or 3.5 of the Loan Agreement. Any payment required to be made with respect to the Loan which is received later than its due date shall bear interest from such due date at a rate equal to the higher of the rate of interest on this Note or the Prime Rate. plus two per centum per annum (the "Default Rate"). As set forth in the Loan Agreement. a default of the Governmental Unit may also result in a requirement that the Governmental Unit make certain additional payments with respect to a portion of the Debt Service Reserve Fund. as defined in the Loan Agreement. Notwithstanding anything otherwise contained in this Note. the interest rate on this Note and any other amounts payable by the Borrower under the Loan Agreement that are treated as interest under applicable law. shall not exceed the Maximum Rate as defined in the Loan Agreement; provided. that. in the event the imposition of such Maximum Rate shall ever cause the amount payable on this Note to be less than the amount of interest which would otherwise be computed pursuant to the Loan Agreement. this Note shall thereafter bear interest at the Maximum Rate until the earlier of (1) the final maturtty of this Note or (2) such time as the total amount of SPECIA,\EN interest paid on this Note shall at such rate equals the amount of interest which would have been payable on this Note without regard to any Maximum Rate. All payments made hereunder from amounts in the Sinking Fund under the Loan Agreement shall be applied first to payment of accrued interest on the unpaid pIincipal balance hereof at the aforesaid rate. and then to reduction of principal. Amounts due under the Loan Agreement for Additional Loan Charges, including without limitation. the Reserve Payments and the amounts due in respect of the Costs and Expenses of the Program, shall be paid solely from Non-Ad Valorem Revenues (as defined in the Loan Agreement). In the event the full amount of this Note is not disbursed, the payments of principal due hereunder shall be reduced ratably to reflect such reduction in the principal amount due hereunder. and a new Schedule "I" will be calculated by the Administrator. The principal hereof and interest hereon shall be paid to the Trustee as Assignee of the Sponsor (or to the Credit Facility Issuer. as its assignee) at such place as the Trustee may designate in writing. This Note evidences a loan made to the Governmental Unit pursuant to the Loan Agreement. to finance the Governmental Unit's cost of improvements to neighborhood infrastructure, parks and beaches and fire stations and related facilities and fire trucks (the "Project"), as descIibed in the Loan Agreement (the "Financing Program") and the Governmental Unit has executed this Note to evidence all payments due under said Loan Agreement. Such Loan is being made by the Sponsor, from the proceeds of its Local Government Loan Program Floating Rate Demand Revenue Bonds. SeIies I985E (the "Bonds"). The Bonds are issued under a Trust Indenture dated as of December I. 1985. as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture") between the Sponsor and the Trustee. This Note may be paid pIior to matuIity in the manner and with the premium, if any specified in Section 3.4 of the Loan Agreement. The full faith, credit and taxing power of the Governmental Unit have been irrevocably pledged to the punctual payment of the principal of and interest on the Governmental Unit Note as the same shall become due and payable. Additional Loan Charges are payable solely from Non-Ad Valorem Revenues, in the manner, and subject to the limitations set forth in the Loan Agreement. The obligations of the Governmental Unit hereunder to pay amounts other than principal and interest are limited. special obligations payable from the Pledged Revenues in the manner, and subject to the limitations. set forth in the Loan Agreement. Pursuant to the Loan Agreement. the Governmental Unit has covenanted to budget and appropIiate funds from its Non-Ad Valorem Revenues sufficient to pay such amounts due hereon, all in the manner. and subject to the limitations, provided in the Loan Agreement. The acceptance of this Note by the holder from time to time hereof shall be deemed an agreement between the Governmental Unit and such holder that the obligation to pay Additional Loan Charges. including without limitation the Reserve Payments and amounts due in respect of the Costs and Expenses of the Program, shall not constitute a lien upon any property of the Governmental Unit. but shall constitute a lien only on the Pledged Revenues. in the manner provided in the Loan Agreement. SPECIMEN The Governmental Unit shall be in default hereunder upon: lil the nonpayment on or before the same is due of any payment described in paragraphs (a) or (b) of this Note or (ii) under the circumstances desclibed in the Loan Agreement. In the event of such default hereunder, the holder hereof shall have any and all lights and remedies available to it under the Loan Agreement. No failure of the holder hereof to exercise any light hereunder shall be construed as a waiver of the light to exercise the same or any other light at any other time. In addition to all other lights it may have. the holder hereof shall have the follOWing rights. each of which may be exercised at any time: (i) to pledge, transfer or assign this Note in the manner prescribed herein or in the Loan Agreement and any renewals. extensions and modifications hereof, assigning therewith its rights in the Loan Agreement in accordance with the terms thereof and any such pledgee. transferee or assignee shall have all the rights of the holder hereof with respect to this Note and any renewals. extensions and modifications hereof and of the Loan Agreement so assigned therewith, and the holder hereof making such pledge. transfer or assignment shall be thereafter relieved from any and all liability with respect to the Loan Agreement so assigned: (ii) to notify the Governmental Unit or any other persons obligated under the Loan Agreement to make payment to the holder of this Note any amounts due or to become due thereon; and (ill) to apply any amounts received under or pursuant to the Loan Agreement against the pIincipal of and interest on and other amounts payable under this Note. A payment made on this Note by or on behalf of the Governmental Unit shall also be deemed a payment made under the Loan Agreement. This Note shall not be assigned unless the Loan Agreement is included in the assignment. Upon the request of the holder hereof, this Note may be converted to a registered obligation and the Governmental Unit shall maintain books for the registrations of the transfer and exchange of this Note in compliance with the Flolida Registered Public Obligations Act. It is hereby certified and recited that all acts, conditions and things required to happen, exist and be peiformed. precedent to and in the issuance of this Note. have happened. exist, and have been perlormed in due time, form and manner as required by the Constitution and laws of the State of Flolida applicable thereto; that the total indebtedness of the Governmental Unit, including this Note, does not exceed any constitutional. statutory or charter limitation; and that prOVision has been duly made for the levy and collection of a direct annual tax, without limitation as to rate or amount. upon all taxable property within the Governmental Unit (excluding exemptions as proVided by law) sufficient to pay the pIincipal of and interest on this Note as the same shall become due. which tax shall be leVied and collected at the same time, and in the same manner. as other ad valorem taxes of the Governmental Unit are assessed, leVied and collected. For the prompt payment of the pIincipal of and interest on this Note, the full faith. credit and taxing power of the Governmental Unit are irrevocably pledged. The terms and conditions of the Loan Agreement are made a part of this Note as fully as if set forth in full herein. Except as otherwise proVided herein. all capitalized SPECIMEf" terms used herein which are defined in the Loan Agreement shall have the meanings set forth in the Loan Agreement. SPECIMEt\ IN WITNESS WlJEREOF, the City of Miami Beach, Florida, has issued this Governmental Unit Note and has caused the same to be manually signed by the Vice- Mayor of the City of Miami Beach, Florida, and the corporate seal of the City of Miami Beach, Florida, to be affixed, impressed, lithographed or reproduced hereon, and attested by the City Clerk of the City of Miami Beach, Florida, all as of this 29th day of June, 2000. CITY OF MIAMI BEACH. FLORIDA (SEAL OF TIlE CITY) e: Vice-Mayor. City ofMiarni Beach ATTEST: By:_MU-lt' f M~tA Title: City Clerk SPECI^~EN . " ":~', SCHEDULE "I" $14,090,000 CITY OF MIAMI BEACH, FLORIDA GOVERNMENTAL UNIT NOTE GULF BREEZE VRDS SERIES 1985E DEBT SERVICE SCHEDULE INTEREST FISCAL DATE PRINCIPAL RATE INTEREST TOTAL 12/01/2000 $328.104.18 $328.104.18 06/01/2001 399.045.63 12/01/2001 399.045.63 798.09 1.26 06/01/2002 399.045.63 12/01/2002 399.045.63 798.091.26 06/01/2003 399.045.63 12/01/2003 399,045.63 798.091.26 06/01/2004 399.045.63 12101/2004 399,045.63 798.091.26 06/01/2005 399.045.63 12/01/2005 399.045.63 798.091.26 06/01/2006 399.045.63 12/01/2006 399.045.63 798,091.26 06/01/2007 399,045.63 12/01/2007 399.045.63 798.091.26 06/01/2008 399.045.63 12/01/2008 399.045.63 798.091.26 06/01/2009 399.045.63 12/01/2009 399.045.63 798.091.26 06/01/2010 399,045.63 12/01/2010 399,045.63 798,091.26 06/01/2011 399.045.63 12/01/2011 399.045.63 798.091.26 06/01/2012 399.045.63 12/01/2012 399,045.63 798.091.26 06/01/2013 399.045.63 12/01/2013 399,045.63 798.091.26 06/01/2014 399.045.63 12/01/2014 $1.700.000.00 5.500% 399.045.63 2.498.091.26 06/01/2015 352,295.63 12/01/2015 1.795.000.00 5.550% 352.295.63 2,499,591.26 06/01/2016 302,484.38 12/01/2016 1.895.000.00 5.625% 302,484.38 2.499.968.76 06/01/2017 249.187.50 12/01/2017 2.000,000.00 5.650% 249,187.50 2.498.375.00 06/01/2018 192.667.50 12/01/2018 2.110.000.00 5.700% 192,687.50 2.495.375.00 06/01/2019 132,552.50 12/01/2019 2,230.000.00 5.750% 132.552.50 2.495.105.00 06/01/2020 68.440.00 12/01/2020 2,360.000.00 5.800"10 66,440.00 2.496.880.00 Total $14.090.000.00 $14.096.676.84 OFFICERS' CERTIFICATE This certificate is made by the City of Miami Beach. Florida (the "Governmental Unit") to the City of Gulf Breeze. Florida (the "Sponsor"). SunTrust Bank. as Trustee (the "Trustee"). Financial Guaranty Insurance Company (the "Credit Facility Issuer"). and to the Sponsor's respective counsel and bond counsel. in connection with a loan (the "Loan") from the Sponsor to the Governmental Unit. in the amount of $14.090.000 from the proceeds of the Sponsor's Local Government Loan Program. Floating Rate Demand Revenue Bonds. Series 1985E (the "Program Bonds"). The Loan is evidenced by Governmental Unit Note. Series 1985E of even date herewith (the "Governmental Unit Note") issued pursuant to a Loan Agreement dated June 1. 2000. by and among the Sponsor. the Trustee and the Governmental Unit (the "Loan Agreement"). Capitalized terms used herein which are defined in the Loan Agreement shall have the meanings set forth therein unless the context expressly requires otherwise. The Governmental Unit. by the undersigned officers. hereby certifies that: 1. The Governmental Unit is a municipal corporation duly organized and validly existing under the laws of the State of Florida. The Governmental Unit has full right. power and lawful authority to enter into. execute and perform its obligations under. the Loan Agreement and the Governmental Unit Note. 2. (a) Attached hereto as Exhibit "A-I" is a true. correct and complete certified copy of Resolution No. 2000-23966 of the governing body of the Governmental Unit. duly adopted June 23. 2000 (the "Authorizing Resolution"). authorizing the execution and delivery of the Governmental Unit Note and the Loan Agreement. Such Authorizing Resolution was duly adopted in accordance with all procedural rules as specified in Chapter 163 and 166. Florida Statutes. as amended. Said Authorizing Resolution has not been amended. modified or repealed and is in full force and effect on the date hereof. (b) On September 17. 1999. the governing body of the Governmental Unit adopted resolutions calling for referendums relating to the issuance of (I) not to exceed $57.915.000 of the Governmental Unit's general obligation bonds for improvements to neighborhood infrastructure. (ii) not to exceed $24.830.000 of the Governmental Unit's general obligation bonds for improvements to parks and beaches and (ill) not to exceed $9.720.000 of the Governmental Unit's general obligation bonds for improvements to fIre stations and related facilities and to acquire and equip fire trucks (collectively. the "G.O:s"). An election was held on November 2. 1999 at which the issuance of the G.O:s was approved by the electorate of the Governmental Unit (the "Referendum Approvals"). 3. The names of the members of the governing body of the Governmental Unit. their respective offices and the dates of expiration of their respective terms of office are as follows: MCL-06/26/oo Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1985E closdocs-1985EOtTcert 1 Name Neisen O. Kasdin David Dermer Matti Herrera Bower Simon Cruz Luis R. Garcia. Jr. Nancy Liebman Jose Smith Title Mayor Vice- Mayor Commissioner Commissioner Commissioner Commissioner Commissioner Term Beetns November 1999 November 1997 November 1999 November 1999 November 1999 November 1997 November 1997 Terms Ends November 2001 November 2001 November 2003 November 2003 November 2003 November 2001 November 2001 4. Such of the above persons as are required by law to file oaths of office and bonds or undertakings have duly filed such oaths and filed such bonds or undertakings in the amount and manner required by law. 5. Each of the below named individuals, who have executed the Loan Agreement and the Governmental Unit Note. have been duly elected or appointed as an officer of the Governmental Unit and is authorized to act for and on behalf of the Governmental Unit in connection with the execution of such documents. and the signature set opposite the name of such officer is a genuine specimen of such officer's signature: Name ature Office David Dermer Vice-Mayor Robert Parcher ~~ ptU~ City Clerk 6. We further certify and attest that on June 29. 2000. the Governmental Unit Note was duly executed by the manual signatures of the said Vice-Mayor and City Clerk of the Governmental Unit. 7 . We further certify that on the date of the execution of the Governmental Unit Note and the Loan Agreement, and on this date. such officers were and are the duly chosen, qualified and acting officers authortzed to execute the Governmental Unit Note and the Loan Agreement. 8. We further certify and attest that said Vice-Mayor and City Clerk did. on June 1, 2000. duly execute on behalf of the Governmental Unit and deliver to the other parties thereto. the Loan Agreement. 9. The Loan Agreement and the Governmental Unit Note have each been duly authortzed, executed and delivered by the Governmental Unit. 10. The Governmental Unit's actions in making and performing the Loan Agreement and issuing the Governmental Unit Note have been duly authortzed by all necessary official action and will not violate or conflict with any applicable provision of the Constitution. or law of the State of Florida, or any ordinance, resolution, MCL-06j26jOO Rev: 06/27jOO-6439-1985E closdocs-1985EOffcert 2 governmental rule or regulation, agreement. instrument or other document by which the Governmental Unit or its funds or properties are bound. 11. Simultaneously with the issuance of the Governmental Unit Note, the Governmental Unit is issuing its $15.910,000 Governmental Unit Note, Series 19858 (the "19858 Note") to evidence an additional loan from the Sponsor's 19858 80nds. The sources pledged in the Loan Agreement to secure repayment of the Governmental Unit Note, are not pledged or encumbered in any manner. except in respect of the payment of principal of and interest on the Governmental Unit Note issued therewith and the 19858 Note. The sources provided therefor in the Loan Agreement are pledged to secure repayment of the Governmental Unit Note. as set forth in the Authorizing Resolution and the Loan Agreement. 12. The Governmental Unit certifies that the net proceeds of the Loan Will only be used for the purpose of paying the Cost of the Project, as defined in the Loan Agreement. 13. The Governmental Unit is not in breach of or in default under any existing law. court or administrative regulation. decree, order. agreement, indenture. mortgage, lease, sublease or other instrument to which it is a party or by which it is bound. and no event has occurred or is continuing which. with the passage of time or the giving of notice, or both, would constitute a default or an event of default thereunder. except for such minor breaches. defaults or potential defaults or events of default. if any, which individually and in the aggregate would have no material adverse effect on the Governmental Unit's fmancial condition, operations or properties. 14. The execution and delivery. and due performance by the Governmental Unit of the Loan Agreement. the Governmental Unit Note. and the Authorizing Resolution (the "Loan Documents") and compliance with the proviSions thereof. do not and Will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under its enabling legislation, any existing resolution or ordinance of the Governmental Unit. any existing law, court or administrative regulation, decree, order or any agreement. indenture, lease or other instrument to which the Governmental Unit is a party or by which it or any of its properties is bound. 15. To the knowledge of the Governmental Unit, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court. public board or body pending or threatened against or affecting the Governmental Unit. contesting the lawful existence or due organization of the Governmental Unit. or wherein an unfavorable decision. ruling or fmding (I) would have a material adverse effect on the financial condition of the Governmental Unit. the operation by the Governmental Unit of the Project. its facilities and its other properties. the levy collection or receipt by the Governmental Unit of the sources provided to secure the repayment of the Governmental Unit Note in the Loan Agreement, or the functioning of the Governmental Unit or an adverse effect on the payment by the Governmental Unit of the amounts due under the Loan Agreement in the manner and time required thereby, or the tax-exempt status of the Governmental Unit as a governmental entity or (ii) would have an adverse effect on the validity or enforceability of the Loan Documents. MCL-06/26/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1985E closdocs-1985EOffcert 3 ,- 16. No final judgment for the payment of money has been rendered against the Governmental Unit. unless within sixty (60) days from the entry thereof, (1) such final judgment has been discharged or the amount required by such final judgment deposited in the registry of the court. or (ii) the Governmental Unit has taken and is diligently prosecuting an appeal therefrom. or from the order. decree or process. upon which or pursuant to which such final judgment was granted or entered, and has caused the execution or levy under such final judgment, order. decree or process or the enforcement thereof to be stayed pending the detennination of such appeal. or (ill) the Governmental Unit has provided for the payment or securing of such final judgment in a manner satisfactory to the Credit Facility Issuer. 17. The Governmental Unit has duly performed and complied with all the obligations. agreements and conditions on its part to be performed or complied with under the Loan Agreement at or prior to the date hereof. The Governmental Unit has authoriZed. by all necessary action. the execution, delivery and due performance of the Governmental Unit Note. the Loan Documents and any and all such other agreements and documents as may be required to be executed, delivered and received by the Governmental Unit to cany out, give effect to and consummate the transactions contemplated by the Loan Agreement. and such authoriZation has not been modified, amended or repealed. 18. The Governmental Unit Note has been duly authoriZed pursuant to the Loan Agreement and the AuthoriZing Resolution delivered by the Governmental Unit in connection with the issuance of the Governmental Unit Note on the date hereof. The AuthoriZing Resolution was duly adopted in accordance with all procedural rules applicable to the Governmental Unit, and has not been the subject of repeal or modification since the date of its adoption and is in full force and effect as of the date hereof. 19. The Governmental Unit will apply the net proceeds from the Loan in accordance with the Loan Agreement and the Tax and Non-Arbitrage Certificate of the Governmental Unit dated the date hereof. 20. The Governmental Unit Note conforms to the authorization therefor contained In the AuthoriZing Resolution and the Loan Agreement; and the Governmental Unit Note, when issued, executed and delivered in accordance with the AuthoriZing Resolution and the Loan Agreement, will be a validly issued and outstanding obligation of the Governmental Unit entitled to the benefits of the Loan Agreement. and the Loan Agreement, when duly executed. delivered. rued as required by Section 163.01(11), Florida Statutes, and funded. will be a binding agreement of the Governmental Unit in accordance with their terms; however. the enforceability of remedies against the Governmental Unit may be subject to the exercise of judicial discretion in accordance with general principles of equity and to bankruptcy. insolvency. reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally or by such principles of equity as a court having jurisdiction may impose with respect to certain remedies which require or may require, enforcement by a court of equity heretofore or hereafter enacted. MCL-06/26/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/oo-6439-1985E closdocs-1985EOlfcert 4 21. To the best of our knowledge. aU approvals. consents and orders of any governmental authority or agency having Jurisdiction of the matter which would constitute a condition precedent to the execution and delivery of the Loan Documents and the Governmental Unit Note and the performance by the Governmental Unit of its obligations thereunder have been obtained. 22. We further certify that the seal impressed upon this certificate is the legally adopted, proper and only official seal of the Governmental Unit; and that the seal has been impressed or imprinted upon the Governmental Unit Note. 23. The representations and warranties pertaining to the Governmental Unit as contained in the Loan Documents are true and correct as of the date hereof. 24. We have no knowledge of any legislation adopted by the 2000 Session of the Florida Legislature that restricts or otheIWise adversely affects the Governmental Unit's power to issue the Governmental Unit Note or its ability to provide for the payment of the principal thereof and interest thereon in the manner provided in the Loan Agreement. 25. All decisions made with respect to the Governmental Unit Note, the security therefor and the application of the proceeds thereof, were made at public meetings of the Governmental Unit, held after due notice to the public was given in the ordinary manner required by law and custom of the Governmental Unit. MCL-06/26/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1985E closdocs-1985EOffcert 5 ..'- ,- ~ .....~-_._-_....+...... IN WITNESS WHEREOF. the below-named officers of the governing body of the Governmental Unit have hereunto set their respective signatures as such officers and have affIxed the official seal of the Governmental Unit this 29th day of June. 2000. (SEAL) CITY OF MIAMI BEACH. FLORIDA ATTEST: ROBERT PARCHER CITY CLERK By: -t (~(( ~ OJ.-c1~ Its: City Clerk MCL-06/26/00 Rev: 06/27 /OO-6439-1985E closdocs-1985EOffcert 6 CERTIFICATE OF COMPLIANCE WITH MAXIMUM INTEREST RATE The undersigned official of the City of Miami Beach. FloIida (the "Governmental Unit"). DOES HEREBY CERTIFY. pursuant to Section 215.84. FloIida Statutes. as amended (the "Statute"). as to the computation of the interest rate on the Governmental Unit's $14.090.000 Governmental Unit Note. SeIies 1985E dated as of June 29. 2000. (the "Governmental Unit Note") funded from the proceeds of the Gulf Breeze. FloIida. Local Government Loan Program. Floating Rate Demand Revenue Bonds. SeIies 1985E (herein being referred to as the "Program"). as follows: 1. The undersigned is authorized to execute this certificate on behalf of the Governmental Unit. 2. The Statute provides that governmental bonds may bear interest at a rate not to exceed an average net interest cost rate which shall be computed by adding 300 basis points to The Bond Buyer "20 Bond Index" published immediately preceding the fIrst day of the calendar month in which the governmental bonds are sold. The Governmental Unit Note bearing a net interest cost rate of 5.7128% was awarded to the Gulf Breeze. Florida Local Government Loan Program on June 23. 2000 (the "Program"). The fixed rate of interest will not change during the life of the Governmental Unit Note. Accordingly. the interest rate for the Governmental Unit Note complies With the Statute based upon the Bond Buyer "20 Bond Index" of 6.01% for the week of May 26. 2000. .......-.. 1l(,\--I1:~~1 v' ~ ~ , ~ ~ -1985Eclosdocs-1985E Certcomp -1- .",...', /..,-.-, IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Governmental Unit on this 29th day of June. 2000. CITY OF MIAMI BEACH, FLORIDA (SEAL] By: Its: Director of Finance rgr8lf?rf?lflf-1985EclOsdOCS.1985E Certcomp .2- TAX AND NON-ARBITRAGE CERTIFICATE I. the undersigned officer of the City of Miami Beach. Florida (the "Governmental Unit"). being the person duly charged. with others. with responsibility for borrowing and issuing $14.090.000 principal amount of the Governmental Unit Note. Sertes 1985E dated as of the date hereof (the "Governmental Unit Note") being issued pursuant to Resolution No. 2000-23966 duly adopted by the Governmental Unit on June 23. 2000 (the "Authortzing Resolution"). and a Loan Agreement dated as of June 1. 2000 (the "Loan Agreement"). by and among the Governmental Unit. SunTrust Bank, as Trustee (the 'Trustee") and Lane Gilchrtst. Mayor. acting on behalf of the City of Gulf Breeze, Flortda (the "Sponsor") as Administrator (the "Administrator") DO HEREBY CERTIFY THAT: (1) Except as otherwise expressly provided herein. or unless the context clearly requires otherwise. all capitalized terms used herein shall have the meanings assigned thereto in the Loan Agreement. (2) The Governmental Unit Note is being issued to pay the Cost of the Project. as defined in the Loan Agreement. The Governmental Unit Note of even date herewith, is issued by the Governmental Unit in the prtncipal amount of $14.090.000. (3) On the basis of the facts. estimates and circumstances in existence on the date hereof. I reasonably expect the following with respect to the $14.090,000 (the "Ortginal Proceeds") of the Governmental Unit Note: (a) Of the Ortginal Proceeds of the Loan. the amount of $14.090,00 shall be used within ninety (90) days of the date hereof to pay the Costs of issuing and closing the Loan. (b) (i) Pursuant to the Loan Agreement. the balance of the Ortginal Proceeds of the Loan will be applied for payment of Costs of acquiring and constructing the Project (which. for purposes hereof, shall include the Project financed with the Governmental Unit Note and the Governmental Unit Note. Sertes 1985B (herein referred to as the "1985 Notes")). Within six (6) months from the date hereof. the Governmental Unit will have incurred substantial binding obligations to acquire and construct the Project. pursuant to which it will be obligated to pay not less than five percent (5%) of the Ortginal Proceeds of the 1985 Notes. All of the proceeds of the Loan will be expended for the purposes of the Loan within thirty-six (36) months of the date hereof. In the event there remains any unspent proceeds after June 1. 2003. such amounts will be invested in Investment Securtties constituting United States Treasury Obligations. State and Local Government Sertes. or fully tax-exempt obligations of state or local governments. or at a market yield not exceeding the yield on the 1985 Notes. until spent. (il) The Governmental Unit will proceed with due diligence to complete the Project, and will not deliberately delay the expenditure of such moneys for the purpose of obtaining increased investment eamings on such moneys. The Governmental Unit reasonably expects that no portion of the Project will be sold or otherwise disposed of prtor to the scheduled final maturtty of the Loan. ~cL-o.r/t?A?8 ~~~) ~g~~~~8-6439-NI985E10sdOCS-1985E non-Arb -1- -. (iii) The estimated Cost of the Project. together with expenses of issuing the 1985 Notes. will not be less than the Original Proceeds of the 1985 Notes and the anticipated investment income thereon. (c) No portion of the Original Proceeds of the Loan will be used to refund prior indebtedness or obligations of the Governmental Unit. (d) The Loan is payable from the sources provided therefor in the Loan Agreement deposited in the Sinking Fund in the manner described in the Loan Agreement. Except for the Sinking Fund provided in the Loan Agreement. there are no funds or accounts of the Governmental Unit which reasonably will be expected to be used to pay debt service on the Loan or which will secure the Governmental Unit Note and as to which there is reasonable assurance that amounts on deposit therein will be available to pay debt service on the Governmental Unit Note if the Governmental Unit encounters financial difficulties. (e) All moneys and investment income in the Sinking Fund will be applied. within twelve (12) months of deposit therein. to the payment to the Trustee of amounts due under the Loan Agreement. Such fund is established for the purpose of matching the revenues of the Governmental Unit available for payment of the Governmental Unit Note to the debt service on the Governmental Unit Note. Any amounts in the Sinking Fund which are invested will be invested as part of a bona fide Sinking Fund for the Governmental Unit Note. without yield restriction. (f) No portion of the proceeds of the Governmental Unit Note will be used as a substitute for other funds of the Governmental Unit which were otherwise set aside and earmarked to pay any portion of the Cost of the Project and which will be used to acquire, directly or indirectly, obligations producing a yield in excess of the yield of the 1985 Notes. (4) No portion of the Cost of the Project being financed from the proceeds of the Loan has been financed from any other source. except from the sources provided therefor in the Loan Agreement. as described in the Loan Agreement. (5) The transaction has not been structured to cause the Governmental Unit to deliver the Governmental Unit Note in a larger principal amount than otherwise would have been necessary or to deliver the Governmental Unit Note sooner or allow them to remain outstanding longer than otherwise would have been necessary in order to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage. (6) Except for the Governmental Unit's $15.910.000 Governmental Unit Note. Series 1985B (the "1985B Note") being issued to the Trustee on the date hereof to pay for additional projects as described in the Loan Agreement for such 1985B Note, no other obligations are being issued by the Governmental Unit or any related entity at substantially the same time as the Governmental Unit Note, sold pursuant to a common plan of fmancing with the Governmental Unit Note, which will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the Governmental Unit Note. ~':8tI:nIiOO ~g: 8l!~~~~'6439-N1985EIOsdOC.-1985E non-Arb -2- For purposes hereof, the Governmental Unit Note and the 1985B Note are being treated by the Governmental Unit as a single issue. (7) None of the sources pledged to the repayment of the Governmental Unit Note as identified in the Loan Agreement will be derived directly or indirectly from the United States of America or any instrumentality thereof. in any amounts related to the 1985 Notes or the Project. except to the extent of use of the Project on the same basis as use by members of the general public. (8) (a) No more than five percent (5%) of the Original Proceeds plus investment earnings thereon will be used. directly or indirectly. in whole or in part, in any activity carried on by any person other than a state or local governmental unit. (b) The payment of more than five percent (5%) of the principal of or the interest on the 1985 Notes will not be. directly or indirectly (i) secured by any interest in (A) property used or to be used in any activity carried on by any person other than a state, or local governmental unit or (B) payments in respect of such property or (ii) on a present value basis, derived from payments (whether or not by or to the Governmental Unit) in respect of property, or borrowed money. used or to be used in any activity carried on by any person other than a state or local governmental unit. (c) No more than five percent (5%) of the Original Proceeds and investment earnings thereon will be used. directly or indirectly. to make or finance loans to any persons. (d) No users of the Governmental Unit's Project other than state or local governmental units will use more than five percent (5%) of the Governmental Unit's Project. in the aggregate. on any basis other than the same basis as the general public; and no person other than a state or local governmental units will be users of more than five percent (5%) of the Governmental Unit's Project, in the aggregate, as a result of (i) ownership. (ii) actual or beneficial use pursuant to a lease or a management. service, incentive payment or output contract, or (ill) any other similar arrangement, agreement or understanding. whether written or oral. (9) The Governmental Unit has not received notice that this Certificate may not be relied upon with respect to its own issues nor has It been advised that any such adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge. information and belief. the expectations herein expressed are reasonable and there are 'no facts. estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. ~rdlf/H.<<OO ~~ lm~~~lm'6439-Nl985EIOsdOC.-1985E non-AIb -3- For purposes hereof. the Governmental Unit Note and the 1985B Note are being treated by the Governmental Unit as a single issue. (7) None of the sources pledged to the repayment of the Governmental Unit Note as identified in the Loan Agreement will be derived directly or indirectly from the United States of America or any instrumentality thereof. in any amounts related to the 1985 Notes or the Project, except to the extent of use of the Project on the same basis as use by members of the general public. (8) (a) No more than five percent (5%) of the Original Proceeds plus investment earnings thereon will be used, directly or indirectly. in whole or in part. in any activity carried on by any person other than a state or local governmental unit. (b) The payment of more than five percent (5%) of the principal of or the interest on the 1985 Notes will not be. directly or indirectly Ii) secured by any interest in (A) property used or to be used in any activity carried on by any person other than a state. or local governmental unit or (B) payments in respect of such property or (ii) on a present value basis. derived from payments (whether or not by or to the Governmental Unit) in respect of property. or borrowed money. used or to be used in any activity carried on by any person other than a state or local governmental unit. (c) No more than five percent (5%) of the Original Proceeds and investment earnings thereon will be used. directly or indirectly. to make or finance loans to any persons. (d) No users of the Governmental Unit's Project other than state or local governmental units will use more than five percent (5%) of the Governmental Unit's Project, in the aggregate, on any basis other than the same basis as the general public; and no person other than a state or local governmental units will be users of more than five percent (5%) of the Governmental Unit's Project. in the aggregate. as a result of li) ownership. (ll) actual or beneficial use pursuant to a lease or a management. seIVice. incentive payment or output contract. or (tii) any other similar arrangement. agreement or understanding. whether written or oral. (9) The Governmental Unit has not received notice that this Certificate may not be relied upon with respect to its own issues nor has it been advised that any such adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge. information and belief. the expectations herein expressed are reasonable and there are no facts. estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. ~k'8l!I1f188 ~~ ~~~~88-6439-NI985E10sdOCS-1985E non-Arb -3- . . .'~ IN WITNESS WHEREOF. I have hereunto set my hand as of the 29th day of June. 2000. CITY OF MIAMI BEACH. FLORIDA .~~ ( -7~V- By: tjj h- Its: Director of Finance ~~/?4%W6439-Nl985Elosdoc.-1985E non-Arb -4- CERTIFICATION OF SPONSOR REGARDING TAX AND NON-ARBITRAGE CERTIFICATE In reliance upon the certifications. representations and expectations expressed in the Tax and Non-Arbitrage Certificate dated as of June 29. 2000 (the "Certificate") of the City of Miami Beach. Florida (the "Governmental Unit") and the representation made by the Governmental Unit in the Loan Agreement referred to in such Certificate. the City of Gulf Breeze. Florida (the "Sponsor"). hereby adopts said certifications. representations and expectations. The Sponsor hereby certifies that the Loan is being made by the Sponsor to the Governmental Unit pursuant to the terms of the Loan Agreement and this Certificate. The Sponsor hereby further certifies that except as otherwise specified in this Certificate. all amounts paid to the Sponsor in connection with its Governmental Unit Note. Series 1985E dated as of June 29. 2000 (the "Governmental Unit Note") will be expended upon receipt to reimburse the Sponsor for its costs and expenses incurred in connection with the issuance of the Governmental Unit Note. The Sponsor hereby certifies that the net proceeds of the Loan which are applied to finance property used in the trade or business of private persons. within the meaning of Section 103(b) of the Internal Revenue Code of 1954. the aggregate amount of proceeds of all outstanding Loans (including the Loan to the Governmental Unit) which are used or expected to be used in the trade or business of private persons does not exceed twenty-five percent (25%) of the net proceeds (after deduction of issuance costs and reserves) of the Sponsor's $500.000.000 Floating Rate Demand Revenue Bonds. Series 1985 A through E. To the best knowledge and belief of the undersigned. there are no other facts. estimates or circumstances that would materially change the conclusions and representations set out in the foregoing Certificate and the expectations set out therein are reasonable. The undersigned further certifies that the Sponsor has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer that may not certify its bonds. ~S.!--.(l'p!..f,pilOO ~: lSll't~'t88'6439-1985EclosdO<:"1985ESpon-arb -1- WITNESS. the signature of the undersigned Mayor, an officer of the Sponsor who is charged with the responsibility for issuing the Governmental Unit Note above mentioned as of the date subscribed to the foregoing Certificate of the Governmental Unit, as of this 29th day of June. 2000. CITY OF GULF BREEZE. FLORIDA ~~.~K t Mayor MCL-06/26/00-6439-1985Eclosdocs-1985ESpon-arb -2- ~ CERTIFICATE OF FINANCIAL ADVISOR Government Credit Corporation, by its undersigned officer in connection with a loan by the City of Gulf Breeze, Florida (the "Sponsor"), to the City of Miami Beach, Florida (the "Governmental Unit") in the amount of $14,090,000 (respectively, the Governmental Unit Note, Series 1985E, the "Governmental Unit Note"), pursuant to a Loan Agreement, dated as of June 1, 2000 (the "Loan Agreement"), by and among the Governmental Unit, the Sponsor and SunTrust Bank as Trustee, certifies as follows: 1. It is Financial Advisor for the Sponsor, and also serves as Independent Contractor to Lane Gilchrist, Mayor, acting on behalf of the Sponsor, as administrator (the "Administrator") for the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985 A through E, issued pursuant to a Trust Indenture, dated as of December I, 1985, amended and restated as of June 1, 1986, as amended and supplemented (the "Indenture"). 2. The Governmental Unit Note will be funded from amounts on deposit in the Repayment Account of the Project Loan Fund created for the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985E (the Series 1985E Bonds being referred to herein as the "Program Bonds"). 3. The undersigned, as Independent Contractor to the Administrator for the Program Bonds, hereby certifies that it reasonably expects the amounts on deposit in the Repayment Account of the Project Loan Fund for the Program Bonds will be loaned to Governmental Units and will not be required to be applied to the purchase or redemption of Notes. 4. The Governmental Unit has certified that the proceeds of the Loan will not be used in the trade or business of any private person; and based upon representations of each of the Governmental Units having Loans funded from proceeds of the Program Bonds as well as contacts with the Governmental Unit, the undersigned, as Independent Contractor to the Administrator for the Program Bonds, hereby certifies that the aggregate amount of proceeds of all outstanding Loans which are used or expected to be used in the trade or business of private persons (all within the meaning of Section 103(b) of the Internal Revenue Code of 1954) does not exceed twenty-five percent (25%) of the net proceeds (after deduction of issuance costs and reserves) of the $500,000,000 principal amount of the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985 A through E. 5. The proceeds of the Program Bonds loaned to the Governmental Unit pursuant to the Loan Agreement constitute moneys on deposit for the greatest length of time in the Repayment Account of the Project Loan Fund (as deImed in the Indenture), and such moneys will be expended by the Governmental Unit for the payment of the Costs of the Project within thirty-six (36) months from the date such funds were flrst deposited in the Payment Account of the Loan Reserve Fund. 6. The Financial Advisor has no knowledge of any investigation, proceeding, litigation or inquiry, whether pending or threatened, by any governmental agency, authority or commission, judicial or public body, or officer or agent of any of the foregoing, regarding the Program, the Program Bonds or any other matter related thereto which. upon an unfavorable rmal resolution or conclusion, would have any adverse affect on the Program, the Program Bonds or the tax-exemption of the interest thereon, or the interests of the Governmental Unit. 7. The proceeds of the Program Bonds being used to fund the Governmental Unit Note consists of moneys which have been on deposit with the Trustee for not less than one hundred twenty- nine (129) days. 8. The Financial Advisor has negotiated the terms of the Loan Agreement, has reviewed the fmal form of the Loan Agreement, and hereby expresses its approval thereof to the Sponsor. 9. The Financial Advisor has agreed that its claim for fees in respect of a principal amount of Program Bonds equal to the principal amount of the Loan to the Governmental Unit shall not be MC1.-06I26.1JO !lev: 06127/00 !lev: 06I28/00.6439.1985&loodocs-I98SE Cert-Pa -1- =0:-,:;)." .. ,~ . payable by the Governmental Unit or included in the calculation of the amounts payable by the Governmental Unit in connection with the Loan. but shall instead be payable solely from surplus earnings. if any. on amounts invested under the Indenture and available for payment of such fees pursuant to the terms thereof. M~ \lev: 06I'Z71OO \lev: 06I28lOO-64 39.19851lc1aoc1oa-19SSB c.n.P. -2- " " IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed in its name by a duly authorized officer as of the 3rd day of July, 2000. MQ.-06/26,Q) Rev: 06fnlOO Rev: 06I28f00.6439-198SBc1ooc1oca-198SB Cert-Pa GOVERNMENT CREDIT CORPORATION .y.~!~~ Its. t& .3. SPONSOR'S CERTIFICATE WE, the undersigned officers of the City Council of the City of Gulf Breeze, a municipal corporation of the State of Florida (the "Sponsor"). in connection with a loan of the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds. Series 1985E (the "Program Bonds"). to the City of Miami Beach, Florida (the "Governmental Unit"), pursuant to a Loan Agreement (the "Loan Agreement"), dated as of June 1, 2000, by and among the Sponsor, the Governmental Unit and SunTrust Bank (the "Trustee") under that certain Trust Indenture, dated as of December 1. 1985, amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture"], DO HEREBY CERTIFY THAT: (1) Pursuant to the Indenture, the undersigned Mayor. acting on behalf of the Sponsor, as Administrator (the "Administrator"J has been duly designated and currently serves as the Administrator under the Indenture. (2) Government Credit Corporation has been duly designated and currently serves as Financial Advisor and Independent Contractor under the Indenture. (3) The Sponsor has duly performed and complied with all the obligations, agreements and conditions on its part to be performed or complied with at or prior to the execution and delivery of the Loan Agreement. (4J The representations and warranties of the Sponsor and the Administrator contained in the Loan Agreement are true and correct as of the date hereof. (5) . The Inde~ture, in the form amended and restated as of July 1, 1986, as amended by sixteen supplements (each, a "Supplement") through the date hereof, in the form delivered to the Governmental Unit on the date hereof in connection with the Loan is in full force and effect on the date hereof and has not otherwise been subject to modification, amendment. revocation or cancellation. A Favorable Opinion of Bond Counsel, as defined in the Indenture, was received in connection with the execution and delivery of each Supplement. (6) The Loan Agreement has been duly authoriZed, executed and delivered by and on behalf of the Sponsor and constitutes the valid. binding and legal obligation of the Sponsor, enforceable in accordance with their terms. (7) Each loan agreement entered into by the Sponsor in connection with a loan made from the proceeds of the Sponsor's $500,000,000 Local Government Loan Program, Floating Rate Demand Revenue Bonds, SeIies 1985 A through E has been the subject of a Favorable Opinion of Bond Counsel. as defined in the Indenture. ~~I1:~~1 ev: Z Z v: 7 7 -6439-1985Edosdocs-1985ESponcert .1. r~, ~. . -~ i IN WITNESS WHEREOF. our hands and the official seal of the Sponsor as of the 29th day of June. 2000. Si2Dature Official Title ;;~ /~~.~ Mayor ~;/A~~ City Clerk (SEALl MCL-06/26/00-6439-1985E<:losdocs-1985ESponcert -2- CERTIFICATE OF TRUSTEE The undersigned state chartered bank (the ''Trustee'') hereby certifies that it is Trustee under that certain Trust Indenture dated as of December 1. 1985, as amended and restated as of July 1. 1986. as further amended and supplemented (collectively, the "Indenture"). between the Trustee and the City of Gulf Breeze, Florida (the "Sponsor"). and hereby further certifies with respect to a Loan to the City of Miami Beach, Florida (the "Governmental Unit") in the amount of $14,090.000 from the proceeds of the Sponsor's Local Government Loan Program. Floating Rate Demand Revenue Bonds. Series 1985E (the "1985E Bonds") issued under the Indenture. as follows: 1. The Trustee, as of the date hereof, is (a) duly authorized under its charter and the laws of the State of Georgia and (b) duly qualified under the laws of the State of Florida, to accept and exercise corporate trust powers of the character set forth in the Indenture. 2. The execution. delivery and penormance by the Trustee of the Indenture and the hereinafter described Loan Agreement, have been duly authorized by all necessary corporate action on the part of the Trustee. and under present law does not and will not contravene the Charter or the By-laws of the Trustee or conflict with or constitute a breach of or default under any law, administrative regulation, consent decree or any agreement or instrument to which the Trustee is subject. 3. All approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the peIformance by the Trustee of its duties and obligations under the Indenture and the Loan Agreement (as hereinafter defined) have been obtained and are in full force and effect. 4. The Indenture and the Loan Agreement have been duly entered into and delivered by the Trustee and constitute legal. valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to judicial discretion. 5. The Indenture. is in full force and effect as of the date hereof. 6. No litigation is pending or, to the knowledge of the undersigned officer, threatened in any way contesting or affecting the existence of powers (including trust powers) of the Trustee or the Trustee's ability to fulfill its duties and obligations under the Indenture or the Loan Agreement. 7. The Trustee has received the documents enumerated in Section 4.07 of the Indenture and the undersigned has duly executed and delivered a Loan Agreement dated as of June 1. 2000, by and among the Sponsor. the Governmental Unit and the Trustee (the "Loan Agreement"). executed in connection with the Loan described above. MCL-06/26/oo Rev: 06/27/00 Rev: 06/28/00 Rev:06/30/oo-6439-1985Eclosdocs-1985Ecertrus-l- , 8. The Trustee has received the ortglnal executed Governmental Unit Note In the amount of $14.090.000, evidencing the Loan, and has transferred the proceeds of the Loan from the Repayment Account of the Project Loan Fund (as defined In the Indenture) to the Governmental Unit. 9. As of the date hereof, (a) the total amount of Loans (including the Loan to the Governmental Unit) outstanding from the proceeds of the 1985E Bonds is $14,090.000 and (b) the total amount remaining on deposit In the Repayment Account of the Project Loan Fund Is $42.291.223.70. 10. The Trustee has not received any notice from the Remarketing Agent of a failure to remarket any 1985E Bonds. I 1. The Trustee has not received any direction from Financial Guaranty Insurance Company (the "Credit Facility Issuer") to redeem any 1985E Bonds, and no notice of redemption of any 1985E Bonds has been issued with respect to any moneys in the Project Loan Fund. 12. The Trustee has received no notice of a pending review, Investigation or determination by any administration or governmental agency regarding the 1985E Bonds in which an unfavorable result could have an adverse affect on the 1985E Bonds. 13. The Trustee's representations In the Loan Agreement are true and correct as of the date hereof. 14. The Trustee certifies that all preconditions In the Indenture relating to the release by the Trustee of the 1985E Bond proceeds In connection with such Loan have been satisfied. MCL-06/26/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30 /OO-6439-1985Eclosdocs-1985Ecertrus' 2- IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed in its name by a duly authortzed officer as of the 3rd day of July, 2000. SUNTRUST BANK (SEAL) ,\"tt.~t"!1 "" ""'Ia~- D I" " ~~\" ......i' ,,",'" I,. ~" _~~...~~1,~~ ~" ~... l!~r.,t\Poi'tq ..:-. ...~ i .OuJ I"~..-;' :: ~ ~:- .. . . .. .. . . - ~\~E'ALi~ ... f; Cl ... ~. ...;. .- ~ 'eo: * ~. .- * ~ .:1'41: ..,,~.,o.o:t !it'''' ...,I,'M;.~,\Rt;.",. BY:~ Its: -". . MCL-06/26/oo Rev: 06/27100 Rev: 06/28/oo-6439-1985Eclosctocs.19851,certrus-3- EX~If!IT 1\ r'-:, ~.) TRUST INDENTURE by and between ern OF GULF BREEZE, FLORIDA and , ~' SUR BANK, NATIO!.AL AssoCIATION u T~.:.",ee Local Goverllmellt Loan Procram Floating Rate Demand Revenue Bonds, Series 1985 A throup E . 1 : ~ .: ..f .:. '. , . -. '. .'~ .... ... .,..,..' '6' I . TRUST IHDEHTURE CITY OF GULP BREEZE, FLORIDA SECORING LOCAL GOVERHMENT LOAH paOGRAM FLOAnHG RATE DEMAND BONDS SERIES nl5 A THROUGH E A..... W Reeitals ..................................................................... 1 Bond Form ................................................................. 4 Section 1.01 Section 1.02 Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.01 Section 2.08 Section 2.09 Section 2.10 Section 2.11 Section 2.12 Section 2.13 Section 2.14 Section 2.15 Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Aa11CLE I DEFlHmOHS; INTERPRET AnON Delinitions ................................................... 24 Use of Words and Pbrues; pereentage of Bonds Outstanding ............................... 3'1 Aa11CLE U THE BONDS Amount, Terms, and Issuance of Bonds . ...... . . .. . . .. . . . . . . . .. . . . Terms of Bonds . . . .. . . . . . . . . ... . . . . ...... . . . . . . ... ... . . . .. . . . Determination of Interest aates .................................. Interest Periocls ....................~ "', ........... ....... .... .. Establishment of Modes; Estab1ishm,ent oCNew Fixed Rate Periods ........................................... Payments of Principal, Redemption Price and Interest; Persons EntiUed Thereto .............................. , ReeordDates ................................................ Transfer and Exchange; Bond Registrar and Paying Agent ................................................ Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AuthentieatioR ............................................... Mutilated, Destroyed, Lost or Stolen Bonds ...................... Temporary Bonds ............................................. Cancellation and Destruction of Surrendered 38 38 ~.' " 48 52 53 53 55 55 55 56 56 5& Bonds ....................................................... Disposition of Proceeds of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonds Limited Obligations; Source and Security for P.,ment ......................................... 56 AIl11CLE m PURCHASE AND REIIAaILllollNG OF BONDS Purchase of Bonds at the Election of the Holders 58 59 - 65 -.Thereot ..................................................... Mandatory Tender tor Purehase of Sands . ............... .... ... . aemarketinr 01 Borlds . ........... ................. ................ Procedure lor Purchase of Bonds . ..... ......................... Disposition of Purchased Bonds ........... ...................... No Remarketing After Certain Events ..... ....... ........... -l- ~.. .) Seetlon 4.01 Seetlon 4.02 Seetlon 4.03 Seetlon 4.04 Seetion 4.0S Seetlon 4.06 Seetlon 4.01 Seetlon 4.08 Seetlon 4.09 Seetlon 4.10 Seetlon 4.11 .-j Seetion 5.01 Seetion 5.02 Seetlon 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.01 Seetion 5.08 Section 5.09 Section 5.10 Section 5.11 Seetion 5.12 Seetion 5.13 Seetion 5.14 Section 6.01 Section 6.02 Section 6.03 , -', e...J) ARTICLE IV LOANS TO GOVERNMENTAL UNlTS Terms and Conditions of Loans . . . . . . .. . . . . . . . ... " .. . . .. .. .. 66 Loan.Amounts; Relation to Bonds ............................... 66 Loans to Governmental Units ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 66 Loan Term and Loan Repayments ............................... 66 AppJieatlon Submissions ....................................... 68 Closing TIme and Plaee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 70 Closing Doeuments for Financinp .............................. 10 Closing Documents for Retlnancinp . .... . . . . ..... . . . ...... 70 Clo.ine Proeedure ............................................ 71 MocIifleatlons to Agreements, Certificates and Opinions ........... 71 Appointment of Administrator and Independent Contraetor .................................................. 72 ARTICLE V REVENUES AND PUKDS Creation o{ Funds and Aecounts; Expense Aeeounts ............... 73 Project Loan Fund ..................................................... 74. R.venues to Be Paid Over to Trustee............................ 16 AppJieatlon o{ Revenues and Other Moneys .. . . . . . . . . . . . . . . . . . . .. 76 Debt Service Fund ....................................................... 71 Debt Service Reserve Fund ...................... .... ...... .. .. .. ...- . .. . ........ 78 IAan Reserve fund .... .. .... . .. .. . . .. . . . . . .. . . . . .. . .. . . . .. . .. . .. . . . .. .. .. .. .. .. 78 Bond Insurance ................................................................. 81 R.venues to Be Held for all Bondholders; Certain Ezeeptlons .... .. . .. . . . . . . . . . . . . . .. .. . . . . . . .. . . . . . .. . . . . . . .. .. 83 Procedure When Funds Sufficient to Pay AU Bonds .................................................... 83 Monthly Reports 8y Trustee ... . ~ . . . . . . . . . . ... . . . . . .. . .. . .. .. .. ... . .. ... 83 GovemmentaJ Unit Defaults ..... . . .. .. . .. .. .. .. . .... .. . .. . .. . .. .. . .. .. . .. . .. . ... 83 Additional Credit Facility and Substitute Liquidity FaeUity .............................................................. 8& Additional Interest Payable With Respect to Bonds Puretlued Under Liquidity Pacility or By Credit FaeUlty Issuer Upon Failure of Liquidity FaeUlty Issuer ............................................................... 88 ARTICLE VI lNVESTMENT AND DEPOSIT OP FUNDS Deposits and Seeurity Therefor .................................................... 89 (nyestment or Deposit of Funds ............................................... 89 Valuation of Funds ..................................................................... 91 -11- Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 8.01 Section 8.02 Section 8.03 Section 8.04 Section 8.05 Section 8.06 Section 8.07 Seetion 9.01 Seetloi.'9..02 Sect'ion 9.03' Section 9.04 Section 9.05 Seetion 9.06 Section 9.01 Section 9.08 Section 9.09 Section 9.10 Section 9.11 Seetion 9.12 Section 10.01 Section 10.02 Section 10.03 Section 10.04 .. ARTICLE VB REDEMPTION OF BONDS PRIOR TO MATURITY .' ~ Redemption of Bonas .. . . . . . ...... . . . . .. ~.. . . . . . . .. . . . .... . . . . Issuer's Election to Redeem .................................... 95 Selection ot Boncls to be Redeemed ............................. 96 96 97 91 Nottee of Redemption ......................................... Payment of Redeemed Bonds ................................... Redemption of Portion of Bona ................................. ARTICLE vm COVENANTS OJ!' THE ISSUER Payment of Principal of and Interest on Bonds .................... 98 Existenee; Compliance with Laws ............................... 98 Enforcement of Loan Agreements; Prohibition Against Certain Amendments of Loan Agreements ................ 98 Further Assurances ........................................... 99 Bonds Not to Become Arbitrage Bonds ........................... 99 Financing Statements ......................................... 99 Limitation on Duties of the Issuer .. . . . . . . . .. . . . . . . . .. . . . .. . . . .. 99 ARTICLE IX EVENTS OJ!' DEFAULT AND REMEDIES 'Rve!'t's af Default Defined ...................................., 100 Acet!leration of Bonds; Remedies ............................. .....ii~~ Rllht of Bondholders to Direct Proceedings ..................... '10. Application of Moneys .. .. . -. -..... .. . - . . ... . . ... . . -. ..... -.. -103 Remedies Vested In the TnlStee ....................... -.... - . - .103 Rllhts and Re meclies of Bondholders .................. 00 .. . .. . . . 104 Termination of Proeeedlnp -........ - . ... ...... . . . ... - - . -... - . -104 Waivers of Events of Default ...................... - - - . -.. - -... .104 Notice of Certain Defaults; Opportunity of the Issuer. to Cure Defaults ........................... - . . . . - . . . . . . . 104 Trustee May Enforce Rights Without Possession of Bonds ....................................................105 Remedies Not Exelusive ........................................ 105 Delays and Omissions Not to Impair Rilhts ....................... 105 ARTICLE X THE. TRUSTEE Aceeptanee of Trust ...................................... .-.. .10& No ResponsibUlty for Recitals. etc. .............00 00 00 00...... 00106 Trustee May Act Throuih Agents; Answerable Only . . for Negligence or Willful Misconduct .... 00.00 .. ... ...00.. . . 00.00108 Compensation. .. . . .. ...... ..... -.. . . ... . . . . . . . . ....... ..... . .10& fi -lil- r. ..) Seetion 10.05 Seet!on 10.06 Seetion 10.07 Seet!on 10.08 Seet!on 10.09 Seetion 10.10 Seet!on 10.11 Seet!on 10.12 Seet!on 10.13 Seetion 10.14 Seet!on 10.15 Seetion 10.16 Seetion 10.17 Seetion 10.18 Seet!on 10.19 Seetion 10.20 Seetion 11.01 Seetion 11.02 Seetion 11.03 Seet!on 11.04 ~; Seetion 12.01 Seetion 13.01 Seetion 13.02 Seetion 13.03 Seetion 13.04 Seetion 13.05 Seetlon 14.01 .J Notleeof Default: Right to Investigate .. .. . .. 00 . .. 00 . . . .. . . . . 00 106 Obligation to Act on Defaults ........................................................ 106 Relianee ...................................................................................................... "107 Opinions of Bond Counsel .......................... ," .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 107 Trustee May Dea! in Bonds .......................................................................... 107 Construet!on of Ambiguous Provisions ........................... 107 Resignation of Trustee ................................................................................ 107 Removal of Trustee ...................................................................................... 107 Appointment of SUeeessor Trustee ............00................ 107 QUalification of SuC!eessor .......................................................................... 108 Instruments of Suecession .... .. .. .. .. .. .. .. .. .. .. .. .... .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 108 Limitation on Trustee's Liability ................................ 108 Appointment of Separate or Co-Trustee ........................ '108 Reports ............................................. -109 Mef'l'er of Trustee ........................................... -109 No Transfer of Trust Estate; Exeeption ......................... '109 ARTICLE XI THE BOND RECISTRAR AND PAYING AGENT AND THE REMAREETING AGENT The Bond Registrar and Paying Agent ..............00.. 00... u. .110. The Remarketing Agent ...................................... -Ill Notiees .....................................................111 Bond Registrar and Paying Agent May Aet Througtl .Agents; Answerable Only for Gross Negligenee or Willful Misconduct ................................ ~.... .. .,. .-:-'111 ARTICLE XII ACTS OP BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS Aets of Bondholders; Evidenee of Ownership .. .... .... 00.00 00 00 00112 ARTICLE xm AMENDMENTS AND SUPPLEMENTS Amendments and Supplements Without Bondholders' Consent .....................................................113 Amendmenu With Bondholders' Consent ........................ .114 Amendment of Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . -114 Amendment of Credit Faeillty or Liquidity Facility ............................................ .115 Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel .............................. 115 ARTICLE XIV DUEASANCE Det...,-...... .. ........ --........ ..... --- . .. -.......... ..... . ............. .116 -iv- Section 15.01 Section 15.02 Section 15.03 Section 15.04 Section 15.05 Section 15.06 Section 15.01 Section 15.01 Section 15.09 Section 15.10 Section 15.11 . , ARTICLE XV MISCELLANEOUS PROVlSIONS No Persona! Recourse ......................................... .11~ Deposit of Funds for Payment of Bonds ..........................111 No Rights Conferred on Others ,................................... 118 llleta!. etc. Provisions D1sretarded ... ... .... . . . .. . .. .. . . . . .... . 111 Substitute Notice ............................................. 118 Notice to Trustee, Issuer and Credit Issuers' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '0' . . . . . . . . . . . . . . . 118 Sueeessors and Assigns ........................................ 119 He.dinp for Convenienee Only ................................. 119 Counterparts .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 Applicable Law .. . .. . . . . . . ..... .. . .. . .... . . .. ....... .. ...... .. .. .. .. ........ -119 Enforcement of Certain Provisions by Credit Issuer'Sc .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. . . .. .. .. .. .. .. . .... .... .. .. .. .. .. .. .. .. .... '119 fI .'.... . .- m .. -v- ~-" .. ..--;J ~. TllOSTINDEHTURE THIS TROST INDENTURE dated as ot December 1, 1985, by and between the CITY OF GULF BREEZE, FLORIDA (the "Issuer"), a municipal corporation ot the State oC Florida and SUN BANK, HA'nOHAL ASSOClA'nON, a national banking association ol'ianized under the laws oC the United States of America, with Its principal ofClces in the City oC Orlando, Florida, IS Trustee, being authorized to accept and execute trusts of the character herein set out uncleI' and by virtue of the laws of Florida, as amended and restated as of July 1, 1986, WITH ESSETB WHEREAS, the Issuer Is a municipal corporation, duly ol'ianized and validly existing pursuant to Chapter 61-2207 Laws of Florida Special Acts of 1961 and other applicable provisions of law, and Is authorized pursuant to Chapters 163 and 166, Florida Statutes, and other applicable provisions of law (collectively, the "Act"), to borrow money for the purpose of financing or refinancing the acquisition and construction of qualified projects (collectively, the "Projects" as hereinafter defined); and r\ WHEREAS, the Issuer is authorized to issue Bonds to finance or reCinance the\ cost of the Projects for participating political subdivisions, municipal corporations and' other public entities of the State ot Florida having power to borrow money for such___ Projects, ineluding the Issuer (the "Governmental Units"); and WHEREAS, for the purpose ot Clnancing or refinancing for the participating Governmental Units. in the State of Flor.idathe cost of acquisition and conslJ'uction of qualified Projects (the Cina:!ci~' or r~f!r;ancing of Projects hereinafter sometimes referred to as "Authorized Financings"), the Issuer has determined to issue its Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985, in the aggregate principal amount of not exc:.eeding $500,000,000 (the "Bonds"), in five Series, designated A through E, in the principal amount of $100,000,000 per Series, all pursuant to and secured by this Trust Indenture in the manner provided herein; and WHEREAS, on December 30, 1985, the Issuer issued the Bonds pursuant to the Indenture dated as oC December 1, 1985 (the "Original Indenture") and a resolution duly adopted on December 16, 1985 as amended on December 23, 1985 (the "Resolution"); and WHEREAS, the proceeds of the Bonds of each Series will be loaned to the participating Governmental Units, pursuant to the provisions of the Loan Agreement in substantially the form attaehed hereto as Exhibit "A" (the "Loan Agreement") to be entered into with partlciilating Governmental Units meeting the elil:ibility requirements of the Issuer and the Credit Facility Issuer (as hereinafter defined); and WHEREAS, the Lo.n Agreements, in the abgre~ate with relpeel to eeeh Series, shall provide for the application of the Bond proeeeds of such Series to the eosts of the Authorize:! Financin~~ and for the payment by the partici;latinb Governmental Units of amounts sufficient, to;ether with the moneys hel~ in the fund~ and aecount, established under this Trust Indenture for each Series, ane! lhe income Crom invest:r,E:lt thereof, to ena~le the IS;.J.er to pay, when duc, the princiu/.! of and inte:-est on tlu: l3:>r.es of such Serie~ a"~ other cost. i~t'U:':'Cc :" ~..~tl~ wilh t"E' Issut'r'~ finBncin: l'ro;-n':o: ISS provided herein; land --' LI\L-l1/1 Oftlti-Bl Jl-~:;22 l~&:...ll /1 ~ ,b" .~:: . -1- . WHEREAS. each participatini GovernmeMa! Unit's obliiation to repay the Loan made by the Issuer pursuant to the Loan AiT'eement will be evidenced by a note in substantially the form attached to the Loan AiT'eement as Exhibit B (the "Governmental"~ Unit Note"); and ... WHEREAS, as additional security for the repayment of the Governmental Unit Notes, certain particlpatini Governmental Units may be requirea by the Credit Facility Issuer (hereinafter defined) to deliver to the Trustee, as beneficiary, an irrevocable letter of credit In form and substance satisfactory to the Credit Facility Issuer or other seeurity as may be specified by the Credit Facility Issuer; and WHEREAS, as security for the Bonds of each Series, and the repayment of oblliations owea In connection with the Creait Facility and Liquidity Facility, if any (as hereinafter defined) with respect to each Series, the Issuer will assip and pleaie to the Trustee the Governmental Unit Notes and certain of the Issuer's riihts under the Loan AiT'eements, includlni, but not limited to, the riiht to receive all payments of principal and interest due from the participatini Governmental Units under the Loan AiT'eements and the ript to realize upon the proceeas of any other seeurity granted by a Governmental Unit in connection with a Loan; and WHEREAS, in order to reduce the interest cost to the participatini Govern- mental Units. the Issuer proposes to obtain additional security for the Bonds of each Series in the form of a Credit Facility for each Series; and WHEREAS, for the purpose of providin( the Bond ReJistrar anc\ Payin( Aient (bereinafter defined) with funds for the payment of .the . purchase p~..~e .,f the Series A _ Bonds and the Series 0 Bonds followin( the applicable Loan j7u:!crOesil!;!~';~on Date, to the .() extent such Bonds are subject to mandatory purchase as Providea herein, and the Series B, W C and E Bonds followini the applicable Loan Fund Oesipation Date, to the extent of an amount equal to the sum of the Loan Reserve Fund Re-,uirement and the Debt Semce Reserve Fund Requirement for each such Series, the Issuer expeets to enter into a Liquidity Facility (the "Liquidity Facility") with a Liquidity Facility Issuer and the Trustee, for each such Series of Bonds prior to the applicable Loan Fund Oesipation Date for such Series, pursuant to which the initial Liquidity Facility Issuer for such Series will agree to purchase, under certain circumstances, such Bonds at the principal amount thereof (up to the aweiate principal amount of Bond:: outstandini) and the interest thereon for a specified number of days at the Maximum Rate, to the extent that moneys are not otherwise available therefor under the terms of this Indenture; and WHEREAS, for the purpose of providinr the Bond ReJistrar and Payiq Agent with funds for the payment of the purchase price of the Series B, C, and E Bondso to the extent such Bonds are subject to optional or mandatory purchase as provided herein and are not purchasea by the Liquidity Facility describea In the immediately precedini paragraph, the Issuer expects to enter Into a Liquidity Facility in the form of an Investment Agreement for each such series, pursuant to which funds will be- made available to purchase such Bonds at the principal amount thereof (up to the' aarepte principal amount of Bonds outstandini) and the interest thereon for a specified number of days not exceedlni the Maximum Rate, to the extent that moneys are not otherwise available therefor under the terms of this Indenture; and ~ LKL-ll/I0I86-81B-2522 -2- WHEREAS. because such Credit Facilities and Liquidity Facilities were not obtained by the date of the initial authentication and delivery of the Bonds. the Issuer ".. provided that the proceeds of the Bonds and investment earnings thereon be available to .) pay the principal of and interest on the Bonds until certain conditions are met; and WHEREAS. the Issuer originally anticipated that a Credit Facility and a Liquidity Facility for each Series would be established prior to June 5. 1986. but unforeseen circumstances have caused the (ssuer to determine that such expectation cannot be realized; and WHEREAS. the Issuer has acquired commitments for Credit Facilities for the Bonds and Liquidity Facilities for the Series A Bonds and Series D Bonds and an amount equal to the sum of the Loan Reserve Fund Requirement and the Debt Service Reserve Fund Requirement for the Series B Bonds. and expects to have acquired commitments for Credit Facilities in such amounts for the C and E Bonds, and the Issuer reasonably anticipates tl1at the Series B. C and E Bonds can be remarketed with an Investment Agreement serving as a Liquidity Facility; and .... WHEREAS. pursuant to a resolution d\lly adopted on June 2. 1986 (the "First Supplemental Resolution") the Issuer has amended and restated this Indenture as of June 1. 1986. and. pursuant to a resolution duly adopted on July 7, 1986 (the "Second Supplemental Resolution") has amended and restated this Indenture as of July 1, 1986 (the Original Indenture. as so amended. restated and supplemented. and as may hereafter be amended and supplemented as provided herein being hereinafter referred to as the "Indenture") to provide for such changed circumsUnces regarr.::l&,. Credit Facilities and Liquidity facilities; and .. . WHEREAS. the Bonds. the validation certificate and the certificate of authentication inscribed thereon are to be in substantially the following forms. with such necessary or appropriate variations. omissions and insertions as are permitted or required by this Trust Indenture: -/ LKL-l1/lD/86-81B-2522 . .- -3- . . . . (Form of Bond) ~.. .'J UNITED STATES OF AMERICA STATE OF FLORIDA crn OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM FLOATING RATE DEMAND REVENUE BOND D1lllPS 1985_ Maturity Date: December 1. 2015 Cusiu Registered Owner: Principal Amount: Dollars KNOW ALL MEN BY THESE PRESENTS that the City of Gulf Breeze (the "Issuer"), a municipal corporation of the State of Florida, for value received, hereby oromlses to ~.y (but only out of the sources hereinafter mentioned) to the Rp.rillteredrl" .,;h':'n-.. identif;"," above. or registered assigns. on the Maturity Date liet forth aDo,,.;, th. Principal Amount set forth above. and pay, soiely from said sources. interest thereon described herein to the date of payment as set forth herein. payable at the principal corporate trust office of Chemical Bank, New York, New Yon. as Bond Registrar and Paying Agent (the "Bond Registrar and Paying Agent"). This Bond is one of the bonds of the above designated Series limited in awegate principal amount to SlDO.OOO.OOO. (the'''Bonds'') issued as part of an issue of Bonds in the awepte principal amount of $500.000.000. pursuant to a trust indenture dated as of December 1, 1985. amended and restated as of July 1, 1986 (the "Inaenture" or "Trust indenture'') between the Issuer and the Trustee. to accomplish the public purpose of financing, including certain refinancing, of the cost of acquiring and cODStructing qualified projects ("Projects") for certain political subdivisions. municipal corporations and other public entities of the State of Florida having power to borrow money for such purposes. including the Issuer (the "Govemmental Units'') by making loans to Govem- mental Units for such purposes. and for funding reserves and paying necessary expenses Incidental to issuance of the Bonds. Each loan (a "Loan'') will be made pursuant to a Loan Agreement (a "Loan Agreement") between Sun Bank. National Association. as Trustee (the "Trustee''). the City Manager of the Issuer. acting as administrator. or any successor administrator. on behalf of the Issuer (the" Administrator") and a Govemmental Unit; and the Governmental Unit will also deliver to the Trustee a promissory note (a "Govemmental Unit Note") evidencing the Governmental Unit's obligations to make Loan repayments under the Loan Agreement. Pursuant to the Trust Indenture. as security for the. Solids of this Series, the Issuer has assitned and pledged to the Tru:tee the i LKL-l UIO/86-8 IB-2522 ... -4- .:'::';'~l:"'. ........ .17~ ,...... OFFICE OF THE CITY ATTORNEY , ,;'\ _:J <6~ tfJlUom; 11-. F L o R o A MURRAY H. DUBBIN City Attorney Telephone: Telecopy: (305) 673-7470 (305) 673-7002 City of Gulf Breeze, Florida Gulf Breeze, Florida Miller, Canfield, Paddock and Stone, P.L.C. Pensacola, Florida SunTrust Bank Orlando, Florida Financial Guaranty Insurance Company New York, New York William R. Hough & Co. St. Petersburg, Florida J $14,090,000 CITY OF.MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985E Ladies and Gentlemen: I am counsel to the City of Miami Beach, Florida (the "Govemmental Unit"), and in such capacity, have represented the Governmental Unit in connection with a loan by the City of Gulf Breeze, Florida (the "Sponsor") to the Governmental Unit in the amount of $14,090,000 from the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985E (the "Governmental Unit Note"), pursuant to the laws of the State of Florida, particularly Chapter 166 and Chapter 163, Part I, Florida Statutes, as amended (collectively, the "Act") and other applicable provisions of law, Resolution No. 2000-29366, duly adopted by the Govemmental Unit on June 23, 2000 (the "Authorizing Resolution"), and a Loan Agreement, dated as of June 1,2000 (the "Loan Agreement") by and among the Govemmental Unit, SunTrust Bank, as Trustee (the "Trustee") and Lane Gilchrist, Mayor, acting on behalf of the Sponsor, as Administrator (the "Administrator"), to pay the Cost of the Project (as defined in the Loan Agreement). The Loan is evidenced by the Govemmental Unit Note dated as of June 29, 2000, issued by the Govemmental Unit in the principal amount of $14,090,000. '-' 1985Ec1'f'18Yl'm~iMYf8i1'Center Drive - Fourth-Floor - Miami Beacb, Florida 33139 All terms used herein in capitalized form and not otherwise defined herein shall have the meanings given to them in the Loan Agreement. In rendering the opinions set forth below, I have examined and relied upon the Authorizing Resolution and all other proceedings of the Governmental Unit relating to the authorization of the Loan Agreement and the Governmental Unit Note, and such agreements, certificates, documents, and opinions, including certificates and representations of public officials and other officers or representatives of the various parties participating in this transaction as I have deemed relevant and necessary. In my examinations of the foregoing, I have assumed the genuineness of signatures on all documents and instruments, the authenticity of documents submitted as originals, and the conformity to originals of documents submitted as copies. The opinions set forth below are expressly limited to, and I opine only with respect to, the laws of the State of Florida and the United States of America. Based on the foregoing, I am of the opinion that: 1. The Governmental Unit is a municipal corporation, duly organized and validly existing under the laws of the State of Florida. The Governmental Unit has full power and lawful authority to acquire and construct the Project, to adopt the Authorizing Resolution, to enter into, execute and deliver the Loan Agreement, and the Governmental Unit Note, and to perform its obligations thereunder. . 2. The Authorizing Resolution has been duly adopted by the Governmental Unit, and the Loan Agreement and the Governmental Unit Note have been duly authorized, executed and delivered by the Governmental Unit and assuming due authorization, execution and delivery by the other parties thereto and the filing of the Loan Agreement as described in paragraph 3 below, constitute binding and enforceable agreements of the Governmental Unit in accordance with their respective terms (subject as to enforcement of remedies to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws or equitable principles affecting the enforcement or creditors' rights generally from time to time in effect); provided that the Governmental Unit is not obligated to pay the Governmental Unit Note, except from the sources provided therefor in the Loan Agreement. 3. Upon the filing of the Loan Agreement in the official records of Santa Rosa County, Florida and Miami-Dade County, Florida, all requirements imposed by Section 163.01, Florida Statutes, as amended, as preconditions to the effectiveness of the Loan Agreement as an interlocal agreement under such section will have been met as to the Governmental Unit, will constitute valid and binding obligations of the Governmental Unit and the Sponsor, enforceable upon the Governmental Unit and the Sponsor. 4. To the best of my knowledge, the Governmental Unit is not in material breach of or in material default under any existing law, court or administrative regulation, decree, order, agreement, indenture, mortgage, lease, sublease or other instrument to which it is a party or by which it is bound, and to the best of my knowledge, no event has occurred or is continuing which, with the passage of time or the giving of notice, or both, would constitute a material default or an event of default 1985Eclosdocs-1985Eissuopin -2- OFFICE OF THE CITY ATTORNEY - 1700 CONVENTION CENTER DRIVE - MIAMI BEACH. FLORIDA 33139 under the Loan Agreement or the Governmental Unit Note. In addition, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body pending or threatened against the Governmental Unit contesting the due organization of the Governmental Unit or wherein an unfavorable ruling, decision or fmding would have a material adverse effect (i) on the operation of the Project; or (ii) the use or application of the monies on deposit in the funds provided in the Loan Agreement; or (iii) on the functioning of the Governmental Unit or payment of the amounts due under the Loan Agreement in the manner and time required thereby; or (iv) on the validity or enforceability of the Governmental Unit Note or the Loan Agreement. 5. The execution and delivery of the Loan Agreement and the Governmental Unit Note and compliance with the provisions thereof, do not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under any existing ordinance or resolution of the governing body of the Governmental Unit, any existing law, court or administrative regulation, decree, order or any agreement, indenture, lease or other instrument to which the Governmental Unit is a party or by which it or any of its properties is bound. 6. The Authorizing Resolution has been duly adopted, has been approved by the governing body of the Governmental Unit and is in full force and effect. 7. Pursuant to the Authorizing Resolution and the Act, the Governmental Unit is lawfully entitled to levy, collect or receive, as applicable, the revenues identified in the Loan Agreement; and under the Loan Agreement is obligated to appropriate sufficient revenues to pay the principal and interest on the Note in accordance with its terms, and to apply the same to such payments at the times specified in the Note. 8. The sources pledged in the Loan Agreement have not been pledged or encumbered for the payment of any other obligations, except as described in the Loan Agreement and disclosed to the Credit Facility Issuer. The sources identified in the Loan Agreement are pledged to secure repayment of the Governmental Unit Note, as set forth in the Loan Agreement. 9. I have no knowledge of any legislation adopted by the 2000 Session of the Florida Legislature that restricts or otherwise adversely affects the Governmental Unit's power to issue the Governmental Unit Note or its ability to provide for the payment of the principal thereof and interest thereon in the manner provided in the Loan Agreement. ~trulYYOUrS' Murray .~ City At rney F: \A TIO \AGUR\AGREEMNT\gulfbrz1985E.opn.doc 1985Eclosdocs-1985Eissuopin -3- OFFICE OF THE CITY ATTORNEY .1700 CONVENTION CENTER ORIVE - MIAMI BEACH. FLORIDA 33139 ''-. _~.I Filllllwial (;llanIlIIY hl"'llnllll~t' ( :Olllptlll~ 11.-) Bn)wlwtlY \4'\\' Yurk. '\Y 10(01) Ul~) :\I~.:11I1I1I (BIIII) :r;~.1I11111 A GE Capital Company - FGlC ~.'" July 3, 2000 Mr. Joseph K. Mooney Government Credit Corporation 4400 Bayou Boulevard, Suite 49-B Pensacola, FL 32503 Re: City of Gulf Breeze, Florida Local Government Loan Program Floating Rate Demand Revenue Bonds Series 1985 E - $14,090,000 Loan to City of Miami Beach, Florida Dear Mr. Mooney: We have reviewed the following documents with respect to the referenced loan (the "Loan"); the Loan Agreement ("Loan Agreement") dated as of June I, 2000, between The City of Gulf Breeze, Florida (the "Issuer") and the City of Miami Beach, Florida (the "Borrower"), the opinion of Borrower's counsel required pursuant to the Loan Agreement (the "Opinion"), the resolution of the Borrower's governing body (the "Resolution") and such other documents (collectively, the "Documents") which may be required pursuant to the Indenture of Trust dated as of December I, 1985, as amended and restated as of July I, 1986, as further amended and supplemented (the "Indenture") between the Issuer and SunTrust Bank, Central Florida, National Association, Orlando, Florida, as Trustee (the "Trustee"). Based on the foregoing we hereby approve the form and content of the Documents and authorize the Loan to the Borrower in the amount of $14,090,000 maturing December 1, 2020, for the purposes described in Exhibit A of the Loan Agreement. Execution of the Loan Agreement by the Borrower must take place by July 15,2000; provided, that if such execution does not occur by such date this letter shall be of no further force and effect and no disbursal of the loan may be made without the prior written approval of Financial Guaranty. By the date hereof, you shall deliver to Financial Guaranty a copy of the principal amortization schedule along with a transcript of the loan documents. FINANCIAL GUARANTY INSURANCE COMPANY By~ Joihph A Ponisi Authorized Representative cc: Richard I. Lott, Esq. LAW OFFICES OF MILLER, CANFIELD, PADDOCK AND STONE,P.L.C. A PROFESSIONAL LIMITED LIABILITY COMPANY 25 WEST CEDAR STREET. SUITE 500 PENSACOLA, FLORIDA 32501 850/469-1088 TELECOPY 850/432-%77 OF COUNSEL RICHARD 1. LOTT P A TRlCIA D. LOTI ANNA HOLUOA Y BENSON July 3, 2000 Financial Guaranty Insurance Company New York, New York SunTrust Bank Orlando, Florida City of Miami Beach Miami Beach, Florida Murray H. Dubbin, Esq. Miami Beach, Florida $14,090,000 CITY OF MIAMI, BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985E Dear Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Miami Beach, Florida (the "Governmental Unit"), of its $14,090,000 Governmental Unit Note, Series 1985E dated as of June 29, 2000 (the "Governmental Unit Note"), pursuant to the laws of the State of Florida, particularly Chapter 166, Part I, and Chapter 163, Part I, Florida Statutes, as amended, (collectively, the "Act") and other applicable provisions of law, Resolution No. 2000-23966, duly adopted by the Governmental Unit on June 23, 2000 (the "Authorizing Resolution"), and a Loan Agreement, dated as of June 1, 2000 (the "Loan Agreement"), by and among the Governmental Unit, SunTrust Bank, as Trustee (the "Trustee") and Lane Gilchrist, Mayor, as Administrator (the "Administrator") acting on behalf of the City of Gulf Breeze, Florida (the .Sponsor"). We have examined the law and such certified proceedings of the Governmental Unit and the Sponsor and other proofs as we deem necessary to render this opinion. All capitalized terms used in this opinion, unless otherwise stated herein, shall have the meaning set forth in the Loan Agreement. r~hfI{itsllf r~! lm~~~llll'6439'1985EclOodOCS-1985E bcopin -1- As to questions of fact material to our opinion, we have relied upon representations of the Governmental Unit and the Sponsor contained in the Authorizing Resolution, the Loan Agreement and in the certified proceedings and other certifications of public officials fumished to us, without undertaking to verify the same by independent investigation. With respect to the opinions expressed below, we have relied upon the opinions of even date herewith of Luis Reiter, counsel to the Governmental Unit and of Matt E. Dannheisser, counsel to the Sponsor, as to the matters referred to therein. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. We have made no inquiry or investigation into the effect or applicability of federal income tax laws, and decisions and regulations thereunder, as to the effect of the use of Loan Proceeds as described in the Loan Agreement and express no opinion with respect to the effect or consequences of such use of proceeds upon the tax-exempt status. We have not undertaken or been engaged to determine the tax-exempt status of the Sponsor's Local Government Loan Program Variable Rate Demand Revenue Bonds, Series 1985E (the "Program Bonds"), have made no inquiry or investigation into such matter, and for purposes hereof have assumed that the interest on the Program Bonds is excluded from gross income for federal income tax purposes. As of the date hereof, and subject to and based upon the foregoing and upon our examination of the law and proceedings in this matter, we are of the opinion that: 1. The Loan Agreement and the Governmental Unit Note are authorized pursuant to the Act and the Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture"). between the Sponsor and Trustee. 2. The pledge by the Governmental Unit of the sources provided therefor in the Loan Agreement constitutes a valid pledge of such revenues to the payment of the Governmental Unit Note, all in the manner provided in the Loan Agreement. We call to your attention the fact that the sources described in the Loan Agreement are also pledged to the payment of the Governmental Unit's $15,910,000 Governmental Unit Note, Series 1985B being issued simultaneously with the Governmental Unit Note, as provided in the Loan Agreement. 3. The Loan Agreement and the Governmental Unit Note have been duly authorized, executed and delivered by the Governmental Unit and the Sponsor, and upon the filing of the Loan Agreement in the official records of Santa Rosa County, Florida and Miami-Dade County, Florida, pursuant to the requirements of Section 163.01, Florida Statutes, as amended, will constitute valid and binding obligations of r~~&{it{lllf B~~ ~~~~~llll.{,439-1985EclOsdOC"1985E bcopin -2- the Governmental Unit and the Sponsor, enforceable upon the Governmental Unit and the Sponsor. 4. Under existing laws, regulations, judicial decisions and administrative Interpretations, enacted or construed, on the date hereof, the funding of the Loan for the Project will not, In and of Itself, adversely affect the excludability of Interest paid on the Program Bonds from gross Income for federal or state Income tax purposes; provided that no opinion is expressed with respect to any other matter relating to the Program Bonds. It Is to be understood that the lights of the holders of the Governmental Unit Note, and the enforceability of the Authorizing Resolution, the Loan Agreement and the Governmental Unit Note, may be subject to the exercise of judicial discretion In accordance with general plinclples of equity, to the valid exercise of the sovereign police powers of the State of Flolida, and of the constitutional powers of the United States of Amelica and to bankruptcy, Insolvency, reorganization, moratolium and other shnilar laws affecting the enforcement of creditors' lights generally or by such pIinclples of equity as a court having julisdlctlon may Impose with respect to certain remedies which require or may require, enforcement by a court of equity heretofore or hereafter enacted. Our opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein If such laws, facts or circumstances change after the date hereof. The legal opinions set forth herein are Intended for the information solely of the addressees hereof and solely for the purpose of the contemplated transactions descrtbed herein, and are not to be relied upon by any other person, or entity, or for any other purpose, or quoted as a whole or in part, or otherwise referred to, In any document, or to be filed with any government or other administrative agency, or other person or entity for any other purpose without our plior written consent. Respectfully submitted, tuJl, ~/~ cd ~( I~C, W~~ollr/:l1?/~6439-1985Eclosdoc'-1985E bcoptn -3- - -~l', MATI E. DANNHEISSER, P A. A1TORNEY AT LAW 504 NORTH BAYLEN STREET PENSACOLA, FLORIDA 32501 TELEPHONE (6~O) 434-7272 fACSIMILE (650) 432-2026 E-MAIL MATIOANNHEISSEROAOL.COM July 3, 2000 SunTrust Bank Orlando, Florida City of Gulf Breeze Gulf Breeze, Florida Financial Guaranty Insurance Company New York, New York William R. Hough & Co. St. Petersburg, Florida 33701 $14,090,000.00 CITY OF MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985E Dear Ladies and Gentlemen: I have acted as counsel to the City of Gulf Breeze, Florida (the "Sponsor") in connection with the issuance by the City of Miami Beach, Florida (the "Governmental Unit"), of its $14,090,000.00 Governmental Unit Note, Series 1985E dated as of June 29, 2000 (the "Governmental Unit Note), and a Loan Agreement, dated as of June 1, 2000 (the "Loan Agreement"), by and among the Governmental Unit, SunTrust Bank, as trustee (the "Trustee") and the Sponsor. I have examined the law and such certified proceedings of the Sponsor and other proofs as I deem necessary to render this opinion. All capitalized terms used in this opinion, unless otherwise stated herein, shall have the meaning set forth in the Loan Agreement. For purposes of this opinion, I have assumed with your approval that the Bonds and the Indenture, as of the date of this correspondence, constitute valid, binding and lawful obligations upon all parties thereto and are in compliance with applicable law. I also have assumed with your approval full and proper execution and delivery of all documents by all parties thereto as required by those documents, law or otherwise. ~ As of the date hereof, based upon the foregoing and upon our examination of the law and proceedings in this matter and subject to the qualifications and limitations stated herein, I am of the opinion that: I. The Sponsor is a municipal corporation, duly organized and validly existing under the laws and Constitution of the State of Florida. 2. The Sponsor has full power and lawful authority to enter into, execute and deliver the Loan Agreement and to perform its obligations thereunder. 3. The Sponsor has full right and lawful authority to execute and deliver the Loan Agreement, and the Loan Agreement has been duIy authorized, executed and delivered on behalf of the Sponsor and constitutes the legal, valid and binding obligation of the Sponsor, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors rights generally and equitable principles, if equitable remedies are sought. 4. Assuming due authorization, execution and delivery of the Loan Agreement by the Governmental Unit and further assuming compliance with all laws, regulations, restrictions and limitations applicable to the Governmental Unit, upon the filing of the Loan Agreement in the official records of Santa Rosa County, Florida and Dade County, Florida, all requirements imposed by Section 163.01, Florida Statutes, as amended, as preconditions to the effectiveness of the Loan Agreement as an interlocal agreement under such section will have been met as to the Sponsor, and will constitute valid and binding obligations of the Sponsor, enforceable upon the Sponsor. 5. The execution and delivery of the Loan Agreement and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Sponsor a breach of or default under any agreement or other instrument to which the Sponsor is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Sponsor is subject. 6. To my knowledge there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or directly affecting the Sponsor, wherein an unfavorable decision, ruling or finding wouId adversely affect the transactions contemplated by the Loan Agreement. My opinions concerning the validity, binding effect and enforceability of the Loan Agreement and any other document or instrument in which an opinion is herein expressly or inferentially given concerning its validity, binding effect, and enforceability, means that (a) such documents constitute valid and effective contracts under applicable law, (b) such documents are not invalid in their entirety because of a specific statutory prohibition or public policy and are not subject in their entirety to a contractual defense, and (c) subject to the last sentence of this paragraph, some remedy is available in the event of a material default under such documents. This opinion does not mean 2 that (a) any particular remedy is available upon a material default, or (b) every provision of such documents or instruments will be upheld or enforced in any or each circumstance by a court. Furthermore, the validity, binding effect and enforceability of such documents may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar statutes, rules, regulations or other law affecting the enforcement of creditors' rights and remedies generally, (b) the Wlavailability of, or limitation on the availability of, a particular right or remedy (whether proceeding in equity or at law) because of an equitable principle or a requirement as to commercial reasonableness, conscionability or good faith, and ( c) the valid exercise of sovereign police powers of the state of Florida, and the constitutional powers of the United States of America. This opinion is furnished to you by me as counsel to the Sponsor, is solely for your benefit and is rendered solely in connection with the transaction to which this opinion relates. This opinion may be relied upon only in connection with this transaction and the matters set forth therein and may not be relied upon by any other persons without prior written consent. The information within this opinion is current as of the date first above written. I disclaim any present Wldertaking to advise you of subsequent changes which may be brought to my attention. My opinion is limited to the laws of the State of Florida and I express no opinion with regard to the laws of the United States of America or laws of any other state. Your~VTY' ~p ,~. Dannheisser For the Firm MED:sdl 3 NEGOTIATED SALE DISCLOSURE STATEMENT The City of Gulf Breeze, Florida, Local Government loan Program, Floating Rate Demand Revenue Bonds, Series 1985E (the "Purchaser"l. the purchaser on this date of $14,090,000 plinclpal amount of the City of Miami Beach. Florida Governmental Unit Note, Series 1985E. dated June 29,2000 (the "Governmental Unit Note"]. of the City of Miami Beach. Florida (the "Issuer"). pursuant to Section 218.385, Florida Statutes. hereby states as follows: 1. The Estimated direct expenses to be incurred by us are as follows: City Attorney (Matt Dannheisser] $2.500.00 Bond Counsel (Miller. Canfield. Paddock and Stone, P.L.C.) $11.741.67 2. To the best of our knowledge information and belief, there are no "finders" as defined in Section 218.386, Florida Statutes, connection with the issuance of the Governmental Unit Note. Governmental Credit Corporation is being paid a fee by the Purchaser for marketing the Program. 3. The amount of the total underwriting spread or bond discount expected to be realized is $93,200.27. 4. There will be a commitment fee in the amount of $_-0-_. 5. No fee. bonus or other compensation has been or Will be paid by us in connection with the Governmental Unit Note to any person not regularly employed or retained by us in connection with the sale or issuance of the Governmental Unit Note. The Purchaser has engaged the following entities to create and operate the Program: William R Hough & Co.. Remarketing Agent Government Credit Corporation, Financial Advisor Ritter. Eichner and Norris, Special Tax Counsel Miller Canfield Paddock and Stone. P.L.C.. Bond Counsel 6. The address of the Purchaser is: SunTrust Bank, 200 Orange Avenue, Attention: Corporate Trust. Orlando. Florida. 32801. 7. portfolio. The Purchaser intends to hold the Governmental Unit Note in its own 8. Truth-in-Bondin~ Statement. The Issuer is proposing to issue the Governmental Unit Note for the purpose of acquiling and constructing certain capital improvements of the Governmental Unit comprising the Project. The Governmental Unit Note is expected to be repaid over a period of approximately twenty and one-half years (20 1f.zl years. The total interest paid over the life of the Governmental Unit Note will be $14,096.676.84. Authortzing the Governmental Unit Note and the Loan will result in an estimated $328,104.18 to $2,499,968.76 of the Issuer's sources provided therefore in MCL-06/26/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30/00-6439-1985Eclosdocs-1985E disclose -1- the Loan Agreement not being available to finance other services of the Issuer each year for twenty and one-half (20 'hl years. MCL-06/26/00 Rev: 06/27/00 Rev: 06/28/00 Rev: 06/30 /00-6439-1985Eclosdocs-1985E dlstlose - 2- IN WITNESS WHEREOF, the undersigned has executed this statement on behalf of the Program on this 29th day of June, 2000. CITY OF GULF BREEZE, FLORIDA MCL-06/26/00 Rev: 06/26/00-6439-1985Eclosdocs-1985E disclose -3- STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION . This form represents an update and compilation of the BF2003, BF2044-A and BF2004-B forms Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-l.003, Florida Administrative Code (F.A.C.). Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Diyi5ion within 120 days of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(I)(C)1. Florida Statutes (F.S.), respectively. Final Official Statements, if prepared, are raquired to be submitted pursuant to Section 218.38(1). F.S.. Please complete all items applicable to the issuer as provided by the Florida Statutes. PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. . . BF2003 BOND INFORMATION FORM PART I. ISSUER INFORMA TION 1. NAME OF GOVERNMENTAL UNIT: CITY OF MIAMI BEACH, FLORIDA 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 1700 CONVENTION CENTER DRIVE 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: MIAMI BEACH, FLORIDA 33139 MIAMI-DADE, COUNTY 4. TYPE OF ISSUER: ----90UNTY -1QLCITY _AUTHORITY _INDEPENDENT SPECIAL DISTRICT _DEPENDENT SPECIAL DISTRICT _ SPECIFY OTHER "ART II.. BOND ISSUE INFORMA TION 1. NAME OF BOND ISSUE: $14,090,000 MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM FLOATING RATE DEMAND REVENUE BONDS. SERIES 19B5E 2. AMOUNT ISSUED: $ 14,090,000 4. DATED DATE: 06/29/00 3. AMOUNT AUTHORIZED: $ 14,090,000 5. SALE DATE: 06/23/00 6. DELIVERY DATE: 07/03100 7. LEGAL AUTHORITY FOR ISSUANCE: Referendum Approvals, the AuthoIizinl! Resolution herein defined and the Constitution and laws of the State of Florida, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended and the City of Miami Beach Charter, as amended. B. TYPE OF ISSUE: xx GENERAL OBLIGATION ---.2PECIAL ASSESSMENT -.-l?PECIAL OBLIGATION ~EVENUE _COP (CERTIFICATE OF PARTICIPATION) _LEASE-PURCHASE ~ANK LOANILINE OF CREDIT 9. A, IS THIS A PRIVATE ACTIVITY BOND (PAB)? B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? 2. IF YES, AMOUNT OF ALLOCATION: $ _YES _YES ~NO NO 10. SPECIFIC REVENUE(S) PLEDGED:. Non-Ad Valorem Revenues deposited in the Revenue Fund created pursuant to Section 3.10(b) of the Loan Al!reement and Ad Valorem revenues for the pavrnent of principal and interest. 1 '. , , 11. A. PURPOSE(S) OF THE ISSUE: To finance the cost of the acquisition and installation bv "Governmental Units", as defined in the Loan Al!reement, of qualified Projects as descrtbed in the Trust Indenture. ,'~ , . ~ '. B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED, NOT A REFUNDING (2) REFUNDED DEBT HAS BEEN: RETIRED OR (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? DEFEASED NO % 12. TYPE OF SALE: COMPETITIVE BID -2QL NEGOTIATED NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) 5.7128 % TRUE INTEREST COST RATE (TIC) % CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) % SPECIFY OTHER: 14. INSURANCE/ENHANCEMENTS: _AGIC AMBAC CGIC CLlC XX FGIC HUD ~BIA NGM _LOC (LETTER OF CREDIT) SPECIFY OTHER --2l0T INSURED FSA c, 15. RATING(S): ...8u. MOODY'S --S.&P _NOT RATED ~CH ..Ql.1EF&PHELPS SEEQIFY OTHER 16, DEBT SERVICE SCHEDULE: ATTACH COMPLETE COpy OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: MATURITY DATES (MO/DAYIYR) COUPON/INTERST RATES ANNUAL INTEREST PAYMENTS PRINCIPAL (PAR VALUE) PAYMENTS MANDATORY TERM AMORTIZATION 17, LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: 18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. THE CITY OF GULF BREEZE. FLORIDA 1070 SHORELINE DRIVE GULF BREEZE, FLORIDA 32561 E".;\ ~.l 2 9. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. NO BOND COUNSEL _ NO FINANCIAL ADVISOR _ NO OTHER PROFESSIONALS .' , 1 , I BOND COUNSEL(S): MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. 25 WEST CEDAR STREET, SUITE 500 PENSACOLA, FLORIDA 32501 1 1 , ! FINANCIAL ADVISOR(S)/CONSUL T ANT(S): OTHER PROFESSIONALS: SQUIRE, SANDERS & DEMPSEY 201 SOUTH BISCAYNE BOULEVARD, 29TH FLOOR MIAMI, FL 33131-4330 MURRAY H. DUBBIN, ESQ. 1700 CONVENTION CENTER DRIVE MIAMI BEACH FL 33139 20. PAYING AGENT: 21. REGISTRAR: ~. COMMENTS: SUNTRUST BANK ~IINTRII~T RANK NONE. NO PAYING AGENT NO REGISTRAR PART (fl. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title: RICHARD I. LOTT Company: MILLER. CANFIELD. PADDOCK AND STONE. P.L.C Phone: (850) 469-1088 INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Name and Title: Company: SAME AS ABOVE Phone: Date Report Submitted: JUNE 29. 2000 BF2004-A and BF2004-B NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLEOTED IN FULL FOR ALL BONO ISSUES EXCEPT THOSE SOLO PURSUANT TO SECTION 154 PART 11/: SECTIONS 159 PARTS 11,111 OR V: OR SECTION 243 PART 1/, FLORIDA STATUES. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT,IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: " ---.NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME: FEE PAID: $ Akerman. Senterfitt & F.;n~nn 13,000.00 SERVICE PROVIDED or FUNCTION SERVED: Underwriter's CounSE 3 .'...-. 'Y'-"-"''"'''''~~''''I::r'~?-P':'~r.'H~,,-f>;~,,"rr~~'p~;r("?"tnu,;~~~~ , ..." " "~'';'.. "", .. _~,!;,~ ".k.';!", .' .' _.~~ (2) COMPANY NAME: FEE PAID: $ (3) COMPANY NAME: FEE PAID: $ (4) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: ~~., ~~ SERVICE PROVIDED or FUNCTION SERVED: SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME: Sqld T", Sann"'T<: &. npmp<:"'y T. T. p FEE PAID: $ 15,000.00 SERVICE PROVIDED or FUNCTION SERVED:Special Counsel (2) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME: FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: r', \.,; PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF T GOVERNING BODY OF THE UNIT OF LOCAL GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RES PONS I FOR COORDINATIONG THE ISSUANCE OF THE BONDS: ~AME (Typed/Printed): PATRICIA WALKER SIGNATURE: DATE: rITLE: FINANCE DIRECTOR JUNE 29,2000 ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE i. UNDERWRITER'S EXPECTED GROSS SPREAD: $ 6 . 61 -.!'IO GROSS SPREAD PER THOUSAND PAR VALUE. j I ; I 5. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ 1 . 1 2 OR PRIVATE PLACEMENT FEE: $ _NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE PER THOUSAND PAR VALUE. \RT IV. RETURN THIS FORM AND THE FINAL OFFICIAL STA TEMENT, IF ONE WAS PREPARED, TO: :rier Deliveries: Division of Bond Finance Mailing Address: Division of Bond Finance State Board of Administration State Board of Administrarlon 1801 Hermitage Boulevard. Suite 200 P.O. Drawer 13300 Tall8/laSSee, FL 32308 Tallaha...., FL 32317-3300 Phone; (850) ~782 Fer. (850) 4,3-1315 (~.r'~"l V ',i .. ~ ~ , 4 '_::i,;';P~',,~,;',:_,~,;-;~;';:,~;.:.,\'.;_j'7!'4_~....~.'::~r~:~~~I.~;.>~""..n'-"'--".'- . ..' ~ LAW OfFICES OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. A PROFESSIONAL UMITED UABILlTY COMPANY 2S WEST CEDAR STREET. SUITE SOO FORT MYERS. FLORIDA 32501 OF CouNsEL RICIIARD I. Lorr PATRICIA D. LaIT (SSOl469-I08ll TEU;COPY (SSOl432-<l6TI ANNA HOUJDA Y BENSON July 3. 2000 State of Flortda. Division of Bond Finance Local Municipal Bond Section 1801 Hennitage Centre Hennitage Blvd. Suite 210 Post Office Box 13300 Tallahassee. Flortda 32317-3300 Re: $14.090.000 City of Miami. Beach. Flortda Loan from the City of Gulf Breeze. Florida Local Government Loan Program. Floating Rate Demand Revenue Bonds. Sertes 1985E pear Ladies and Gentlemen: On behalf of the City of Miami Beach. Flortda (the "Issuer"). we are filing the following documents with you pursuant to Section 218.38. Flortda Statutes. (1) Division of Bond Finance Bond Infonnation Form BF 2003 and 2004-B pertaining to the above-captioned Note. (2) Form of the above-captioned Note. The above-captioned Note was sold on June 23. 2000. and delivered to the City of Gulf Breeze. Florida Local Government Loan Program. Sertes 1985E. as Purchaser. on June 29. 2000. Please acknowledge receipt of this filing by stamping the enclosed copy of this letter and returning it to us In the self-addressed. stamped envelope proVided for that purpose. <9 c::. < Very truly yours. c::.. c:;;; (5 E; Z ~ <nO -n N ro CR 0 Ri~ ~6 ""T1 z .. :p- C) :z: ell 0 ,.." MCL-06/26/OO Rev: 06/26/00 Rev: 06/28/00 Rev: 06/30/o<Hl439-1985EcloedOC:S.1985Ebonftn , . ." \~._1 () .\ ".......::.;;/ 004.209295.2 CITY OF MIAMI BEACH. FLORIDA PARTICIPATING GOVERNMENTAL UNIT CONTINUING DISCLOSURE CERTIFICATE Local Government Loan Program Floating Rate Demand Revenue Bonds Series 1985 E This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Miami Beach, Florida (the "Borrower"), in connection with the execution and delivery on the date hereof of that certain Loan Agreement dated as of June 1, 2000 (the "Borrower Loan Agreement"), between SunTrust Bank (formerly SunTrust Bank, Central Florida, National Association) (as successor trustee to The Bank of New York, which succeeded ArnSouth Bank, N .A. as trustee), Orlando, Florida, as Trustee (the "Trustee"), the City of Gulf Breeze, Florida (the "Issuer") acting by and through Lane Gilchrist, Mayor, as Administrator, and the Borrower, pursuant to which the Issuer is making a loan to the Borrower of a portion of the proceeds of the Issuer's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 E ("Series E Bonds"). Such bonds were issued under and pursuant to a Trust Indenture dated as of December 1, 1985, as amended and restated as of July 1, 1986, as further amended and supplemented (the "Indenture"), between the Issuer and the Trustee. The Borrower agrees as follows: Section 1. Puroose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Borrower in order to assist the remarketing agent or agents for the Series E Bonds (each a "Remarketing Agent") in complying with SEC Rule 15c2-l2(b)(5). Section 2. Definitions. The following capitalized terms shall have the following meanings: "Administrator" shall mean the Mayor of the Issuer or any substitute administrator selected by the Issuer and approved by the Credit Facility Issuer (as defined in the Indenture). "Annual Determination Date" shall mean the last day of each Fiscal Year. "Annual Report" shall mean any Annual Report provided by the Borrower pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series E Bonds (including persons holding Series E Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series E Bonds for federal income tax purposes. 1 ..'") .......... "Dissemination Agent" shall mean the Borrower, or any successor Dissemination Agent designated in writing by the Borrower and which has filed with the Borrower a written acceptance of such designation. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Governmental Units" shall mean the State or any city, county, special district, municipal corporation, political subdivision, port authority or other governmental entity described in Chapter 163, Part I, Florida Statutes, authorized to finance or refinance the costs of qualifying projects under Loan Agreements. "Loan" shall mean the loan made by the Issuer to a Governmental Unit pursuant to the provisions of the Indenture and the applicable Loan Agreement. "Loan Agreements" shall mean the Loan Agreements, between the Administrator on behalf of the Issuer, the Trustee and Participating Governmental Units. C) ....' "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission and a method of obtaining hereafter the most current listing of approved National Repositories, are set forth in Exhibit B. "Participating Governmental Unit" shall mean any Governmental Unit which has received a Loan. "Program" shall mean the Local Government Loan Program whereby the proceeds of the Series E Bonds are applied to finance or refinance qualifying projects for Participating Governmental Units pursuant to Loan Agreements and the Indenture. "Reporting Governmental Unit" shall mean each Participating Governmental Unit which enters into a Loan Agreement on or after December 1, 1999 if the aggregate of the outstanding principal balances on all Series E Program Loans to such Participating Governmental Unit, as of the most recent Annual Determination Date, equals or exceeds an amount equal to twenty percent (20%) of the aggregate principal amount of the Series E Bonds outstanding on such Annual Determination Date. For purposes of determining whether a Participating Governmental Unit is a Reporting Governmental Unit, only the outstanding principal balances on all Series E Program Loans to such Participating Governmental Unit which are secured by the same fund, enterprise, revenues or account of such Participating Governmental Unit shall be taken into account. Not later than thirty (30) days after each Annual Determination Date, the Issuer will determine which Participating Governmental Units are Reporting Governmental Units and will provide written notice to each Reporting Governmental Unit and each Participating Governmental Unit that was a Reporting Governmental Unit as of the immediately preceding Annual Determination Date, stating that such Participating Governmental Unit has become, continues to be or has ceased to be, as the \ ",) 004.209295.2 2 'l"'\... case may be, a Reporting Governmental Unit. The Issuer will provide such notice by (i) ',-' telecopier, telex or other telegraphic means (with receipt confirmed), provided that in each case a copy is mailed by registered or certified mail, postage prepaid, return receipt requested, or (ii) express mail or delivery service guaranteeing overnight delivery. "Reporting Period" shall mean the period commencing on the Annual Determination Date on which the Borrower becomes a Reporting Govenunental Unit and ending on the Annual Determination Date on which the Borrower ceases to be a Reporting Governmental Unit. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "Series E Bondholder" or "Holder" or "Holder of Series E Bonds" shall mean the registered owner of any Series E Bond (other than the bond registrar and paying agent for the Series E Bonds holding Series E Bonds tendered to it for payment pursuant to Article III of the Indenture prior to the purchase and payment for such Series E Bonds). (") '-' "Series E Bonds" shall mean the Issuer's Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 E, dated December 30, 1985, issued in the original aggregate principal amount of $100,000,000. "Series E Program Loan" shall mean any Loan of any portion of the proceeds of the Series E Bonds to a Participating Governmental Unit. "State" shall mean the State of Florida. "State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Reoorts. (a) During the Reporting Period, the Borrower shall, or shall cause the Dissemination Agent to, not later than the date which shall be 270 days after the end of the Borrower's Fiscal Year (presently September 30), provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; orovided that the audited financial statements of the Borrower may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of .u-... , 004.209295,2 3 () '." ('\ "'J :~) 004.209295.2 the Annual Report if they are not available by that date. If the Borrower's Fiscal Year changes, it shall give notice of such change in the next Annual Report filed by the Borrower. (b) Not later than fifteen (15) business days prior to said date, the Borrower shall provide the Annual Report to the Dissemination Agent (if other than the Borrower). If the Borrower is unable to provide to the Repositories an Annual Report (other than the audited financial statements described in Section 4(a)) by the date required in Section 3(a), the Borrower shall send a notice to (i) each National Repository or the Municipal Securities Rule Making Board and (ii) the State Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: i. determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and ii. if the Dissemination Agent is other than the Borrower, file a report with the Borrower certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The Borrower's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Borrower for the prior Fiscal Year, prepared' . in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Borrower's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the Borrower's audited financial statements, and the audited fmancial statements shall be filed in the same manner as the Annual Report when they become available. (b) The financial information and operating data of the type found in the following portions of the Official Statement dated September 26, 1997 for the Borrower's General Obligation Bonds (park Improvements Projects), Series 1996, which portions are reproduced as Exhibit C hereto, for the prior Fiscal Year: i. information under the table "City of Miami Beach, Florida, Property Tax Levies and Collections, Fiscal Years 1986 through 1995"; ii. information under the table "City of Miami Beach, Florida, Statement of Tax Levies and Tax Rates, Fiscal Years 1987 through 1996"; 111. information under the table "City of Miami Beach, Florida, Computation of Direct and Overlapping Debt, September 30, 1996"; 4 ;') iv. infonnation under the table "City of Miami Beach, Florida, Summary of Direct and Overlapping Debt as of September 30, 1996"; and v. infonnation under the table "Debt Service Requirements" with respect to the Borrower's outstanding general obligation debts, including the Loan. (c) If the Borrower's obligations under this Disclosure Certificate shaH have tenninated pursuant to the provisions of Section 5 hereof, notice of such tennination. The obligation to provide the infonnation under Section 4(a) and Section 4(b) may be satisfied by providing a copy of the Borrower's comprehensive annual fmancial report to the extent the infonnation required by Section 4(a) and Section 4(b) is contained therein. The infonnation provided under Section 4(b) may be included by specific reference to other documents which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a fmal official statement, remarketing circular or remarketing supplement, it must be available from the Municipal Securities Rulemaking Board. The Borrower shaH clearly identify each such other document so included by reference. '.'~.".\. ;(j Section 5. Tennination of Reoorting Obli\1ation. In the event the Borrower is or becomes a Reporting Govenunental Unit, the Borrower's reporting obligations under this Disclosure Certificate shaH tenninate upon (a) receipt of written notice from the Issuer that the Borrower has ceased to be a Reporting Govenunental Unit, and (b) the fIling of an Annual Report containing the notice described in Section 4(c) hereof. Section 6. Dissemination Al!ent. The Borrower may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shaH not be responsible in any manner for the content of any notice or report prepared by the Borrower pursuant to this Disclosure Certificate. Section 7. Amendment: Waiver. Notwithstanding any other provIsion of this Disclosure Certificate, the Borrower may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the foHowing conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a) and 4, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Borrower, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule as of December I, 1999, after taking into account any amendments or interpretations of .., the Rule, as weH as any change in circumstances; and .~J 004.209295.2 5 ) (c) The amendment or waiver either (i) is approved by the Holders of the Series E Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Series E Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Borrower shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Borrower. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the Annual Report for the year in which the change is made and such Annual Report should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. :,~) Section 8. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Borrower from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report, in addition to that which is required by this Disclosure Certificate. If the Borrower chooses to include any information in any Annual Report in addition to that which is specifically required by this Disclosure Certificate, the Borrower shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report. Section 9. Default. In the event of a failure of the Borrower to comply with any provision of this Disclosure Certificate the Trustee may (and at the request of the Remarketing Agent, the Issuer or the Holders. of at least 25 % aggregate principal amount of Outstanding Series E Bonds, shall), or the Issuer or any Holder or Beneficial Owner of the Series E Bonds may, take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Borrower to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Borrower to comply with this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture or the Borrower Loan Agreement. Section 10. Duties. Immunities and Liabilities of Dissemination Al!:ent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Borrower agrees to indemnify and save the Dissemination Agent, its of~cer~, direc~ors, e~ployees and agents, harmless against any loss, expense and liabilities whIch It ~y mc~r arISing out of or in the exercise or performance of its powers and duties hereun~er, m~lu~~g the costs and expenses (including attorneys' fees) of defending against a~y clann. of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful mIsconduct. The obligations of the Borrower under this Section 10 shall survive ''--.,..' 004.209295.2 6 o ""''\ r~J (..") ~~ .. 004.209295.2 resignation or removal of the Dissemination Agent and the termination of the obligations of the Borrower under this Disclosure Certificate. Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Borrower, the Dissemination Agent, the Remarketing Agent and Holders and Beneficial Owners from time to time of the Series E Bonds, and shall create no rights in any other person or entity. Date: June I, 2000. CITY OF MIAMI BEACH, FLORIDA By: fy} bil kcv- Patricia Walker, Finance Director 7 n..... '$..J o t.."'''. o 004.209295.2 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Borrower: City of Miami Beach, Florida Name of Bond Issue: City of Gulf Breeze, Florida, Local Government Loan Program Floating Rate Demand Revenue Bonds, Series 1985 E, dated as of December 30, 1985 Date of Issuance: December 30, 1985 NOTICE IS HEREBY GIVEN that the Borrower has not provided an annual report with respect to the above-referenced Series 1985 E Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate dated June 1, 2000, executed and delivered by the Borrower in connection with the loan of a portion of the proceeds of the Series 1985 E Bonds pursuant to a Loan Agreement dated as of June 1, 2000, between SunTrust Bank: (formerly SunTrust Bank:, Central Florida, National Association), the City of Gulf Breeze, Florida, acting by and through Lane Gilchrist, Mayor, as Administrator, and the Borrower. [The Borrower anticipates that the annual report will be ftled by .] Dated: By: Its: 8 ,(' :,-J " ) ...., (J 004.209295.2 EXHIBIT B Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of June 1,2000: Bloomberg Municipal Repositories P.O. Box 840 Princeton, N.J. 08542 -0840 Phone: (609) 279-3225 Fax: (609) 279-5962 E-mail: Munis@Bloomberg.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 E-mail: nrrnsir@dpcdata.com Interactive Data Attn: Repository 100 Williams Street New York, NY 10038 Phone: (212) 771-6899 " Fax: (212) 771-7390 E-mail: nrrnsir@interactivedata.com Standard & Poor's J. J. Kenny Repository 55 Water Street 45th Floor New York, NY 10041 Telephone: (212) 438-4595 Facsimile: (212) 438-3975 The current list of NRMSIRs can be found at any time at the SEC's Web site at http://www.sec.gov/consumer/nrrnsir.htm. 9 () EXHIBIT C SAMPLE FINANCIAL INFORMATION AND OPERATING DATA o -, ..,J.." to. . 004.209295.2 10 ..\. tl, i~~~ '~a~~ :~..:'i ~ ~~:~:;; .' I... ;1'.'. 0 CIty of Miami Beach. Florida Property Tax Levies and Collections Fiscal Years 1986 through 1995 Assessed Valuations 131 Total Tax Including Excluding Total Collected Percent Year!') Homesteads Homesteads Tax LeVY In Year (3) Collected 1986 $3,751,470,889 $3,001.176,711 $41,029,091 $40,778,251 99.4% 1987 3,817,648,031 3,009,079,081 41,137,120 41,100,410 99.9 1988 3,786,641,043 3,105,045,655 42,449.079 41,266,273 97.2 1989 3,939,311,340 3,269.628,413 44,699,090 43.872,953 98.1 1990 4,376,417,088 3,632,426,183 47,824.523 46,497,571 97.2 1991 4,654,936,873 3,863,597,605 46,142,946 45,196.736 97.9 1992 4.728,911,403 3,932,985,608 45,610,535 46,102,609 101.1 1993 5,354.888,618 4,444,391,552 45,477,364 45,933,970 101.0 1994 6,369.445,913 5,286,640,108 47,359,133 46,885,783 99.0 1995 6,713,103,433 5,639,006,864 51,698,797 51,834,737 100.3 'J... " \". SOURCE: Com~ A/nleI F'manc:ial Report. 19Q8, City of t.IamI Buell. FIOricIa. III Assessments asatJanuary 1 atllle year listed; bib mailed in Odober atlhalyear. __ _e delinquent allIle end at April o/lIIe subSequent yew (2l Assessments not 100% 01 fair matkel \l8lue. (3) Aclual .:..leCllColS at amIlll and doli~ Real and PerIOoIll Property Toes. (BALANCE OF PAGE INTENTIONALLY LEFT BLANK) 9 ~':.'\ J -~ ------- TIIM ':).., "')~l"\lI "eo""'lt"! - . o Q'. .. .,' O. i""<;"i ''f'., I L. '::~ ..'tl . "" \. t. ,j;- -.. ~."'. .~_:'1 ~ .A~J\:~. , , '__'. ;1,. The table below shows ad valorem lax rates and ad valorem tax levies for general government operations and debt service. City of Miami Beach, Florida Statement of Tax Levies and Tax Rates Fiscal Years 1987 through 1996 Fiscal General Fund Debt Service Fund Total Year Tax Levv MillaQe Tax Lew MiIlaQe Tax LeVY Millaoe 1987 $29,009,372 9,666 $12,019,719 4.005 541,029,091 13.671 1988 29,988.467 9.966 11,148,653 3.705 41,137,120 13.671 1989 30,944,855 9.966 11,504,194 3,705 42,449,049 13.671 1990 32,585,114 9.966 12,113,976 3.705 44,699,090 13.671 1991 36,200,773 9.966 11,623,750 3.200 47,824.523 13,166 1992 37,642,954 9.743 8,499,992 2.20ci 46,142.946 11.943 1993 35,812,374 9.302 9.798.161 2.545 45.610.535 11.847 1994 35,514,506 8.238 9,962,858 2.311 45,477,364 10.549 1995 36.629.597 7.143 10,729,536 2. 039 47,359,133 9.182 1996 41,330.511 7.499 10,368.286 1.862 51.698,797 . 9.361 SOURCE. Comprellenli\'e AtnIaI F1nonda1 Report, 1996, City of Miamllleecll, Florida. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] , 10 --.------.... ---- -- JUN ;J? =,CllC'l~ 1l:.:-:tCl ,C)" ( ,: " C) 0.... f.,' ~... \. L i !... J J ::... : .. .,: ...J..: i ~ .\ "l.~'1: ": ... " ". -". City of Miami Beach, Florida Computation of Direct and OVerlapping Debt Septe1nber30, 1996 DIRECT oeBT General obligation indebtedness Public: improvement bonds (net of amount avaUable) Non-self-supporting indebtedness: (I) Resort Tax Revenue Refunding Bonds, Series 1996 Gulf Breeze Govemment Loan Program Sunshine Slate Loan Pool Pension Obligation Bonds Tax Increment Revenue Bonds I3l Less: Reserve funds Total nOlHelf-supporting .indebtedness Total direct indebtedness OVERLAPPING DEBT PI Dade County Total general obligation indebl~ness Percent applicable to City - 6.93% '"' T otaJ school district ob6gation indebtedness Percent applicable to City. 6.93% '"' Total net norwelf-supporting indebtedness Percent applicable'tO City -.6.93% III Total overlapping debt TOTAL DIRECT AND OVERLAPPING DEBT $ 41,166,288 S 4,095.000 20,315,000 27.810.000 54,325,000 74.500.000 181,045,000 12.376.291 168 668.709 $209 834.997 390,976,000 934,455,000 372,497,000 27,094,637 64.757.732 25.814.042 117666.411 $327,501.408 SOURCe: C<lmpl_....... A/lnual F1rwldIl Rep>r1. 19l18. City of MiomI Beach, FIorlda. (1) Exd.- oeIf-suppc:rting _ cblg8tions. (2) SIdl bonds 1/11 soand lis> lhe laX lnaemonl ,......... from \tie City c...../HIstllllc ecn.onlICIn Village RedI\a/opmenI Nee IlnCl a _ldeI, pledge 0/ tie Clt(s Resort T-. (3) All delll iIsted as Overlappill9 Debt is oeand either scIeIy from a laX _ or Iram a combinlllion 0/ self. ~re\O_llnClalaX_ (.oil Based llflllIl1995 mISled vaIualion IgurV lor \tie Cily n Dade Cclfty. 11 JUN 27 2aaa 16:3~ t!'l,.....,~I"'t,.....,....,.,. "'A"'~ ...... ~..\. ii. 2>:~ L ':-; ;'I~ -"'.1 p....- : ~ .~~:\:;, .., "-. ;-". '. "" '\..J City of MIami Beach, Florida Summary of Direct and OVerlapping Debt As of September 30,1996 Financial Parameters Population (1995) Total Assessed Valuation. City of Miami Beach [Tax Year 1996) Total Taxable Valuation - City of Miami Beach (Excluding Homestead) [Tax Vear 1996) SOURCE' CIty of Miami BeacI1, Florida. Finanoe Department (Un8Udl1ed) Flnanc:lal Ratios 1996 Percent of Assessed Valuation PeR:ent of Taxable Valuation OIRECT OEBT Ad Valorem 0.58 0.67 Non-self-supportlng . 2.29 2.76 Total Direct Debt 2.85 3.43 Total Overlapping Debt 1.60 1.92 <) Total Direct and ~. .. Overlapping Debt 4.45 5.35 VALUATION Total Assessed Valuation Total Taxable Valuation SOURCE: City of Mi8mi Beach. Florida, FiIlllnC8 DepMmenl (UnllUdl\ed) (BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 12 f:. ")' ,'" ..... --.------- ,..,.., ....... ...-... ~....-- 93,681 $7,366.942.524 $6,114,562.295 Per CaDita $ 440 1.800 $2.240 1256 3.496 . $78,639 65,270 -....-- ....- "...\. Li, LeGe L :~~~ =Cc:V & _A;~~:, ,~. ; ~ . . () oeBT SERVICE REQUIREMENTS _. The table below shows the debt service payable on the Bonds and the City's outstanding general obligation bonds. Fiscal Outstanding The Bonds Total Year Cebl Service Pril'\Cioal Inlere~ Tola! Debt Service '997 SI0,~a.562.50 S 0 $ 0 $ 0 $10.04a.5U.50 1998 9.618.132.50 50.000.00 57Moo.oo 62ll,400.0Cl 1Cl.2A4,S32.50 1999 9,2.84,182.50 50,000.00 628,950.00 678,950.00 9,981.132.50 2000 7,118,882.50 1,100,000.00 625.050.00 1.725,050.00 8,84U32.50 2001 5.371,882.50 , ,900,000.00 582,150.00 2.482.150.00 7,854.032.50 2002 3,227,3a2.5O 3.525,000.00 506,150.00 4,031,150.00 7.258.482.50 2.003 6.6711,020.00 0 381,825.00 381,625.00 7,037,645.00 2004 0 4.525,000 00 381,825.00 4.8IllS,625.oo 4.886,625.00 2005 0 2,850,000.00 187,050.00 3.017.050.00 3,017.050.00 2006 0 500.000.00 44,500.00 544,500.00 544,500.00 2007 0 500 000.00 2Z.5OO.oo 522.500.00 522.500.00 $51.340.015.00 $15,000.000.00 $3.874,000.00 $18,874.000.00 $70,214,015.00 U \' . SOURCE: City 0/ Miami Beach. Florida. Finance DeperlmelII. LITlGA 110M There is no litigation or other proceedings, of any nature now pending with regard to which tne City has received service of process or, to the actual knowledge of the City, threatened against the City, with regard to which an unfavorable decision, I1lling or finding (i) would materially and adversely affect the validity or enforceability of the Bonds, or Oil would have a material adverse effect on the levy and collection of the ad valorem taxes pledged to the payment of the 60nda. CHARTER AMENDMENT On June 3, 1997, a majority of voters in the City approved a Charter amendment which was initiated by a citizen's petition drive. This Charter amendment requires a City-wide refl!rendum prior to the approval of any increase in the pennitted floor area ratio on any waterfront property located in the City. Prior to the approval of this Charter amendment. citizens were able to participate in pub6c hearings with regard to increases in noor area ratio on parcels of waterfront land within the City, but there was no l1lQuirement of a referendum as a condition for approval of such increases. 13 I:.).~ , , ". LAW OFFICES OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. A PROFESSIONAL LIMITED LIABILITY COMPANY 2S WEST CEDAR STREET. SUITE SOO PENSACOLA. FLORIDA 32501 8S0I469-1088 ~ECOPY 8S0I432.0677 OF COUNSEL R'C1<ARD I. LoTT PATlUCIA D. LoTT ANNA HOLLIDAY BENSON June 27. 2000 Re: $14.090.000 City of Miami Beach. FloJ1da Governmental Unit Note. SeJ1es 1985E CJ 0 <: 0 tr. 0 ~ z Z. 'c) -n N 0;: CD 0 % s.: 0 -q CR Z ):> <::) ::z C"~ m State of FloJ1da DiVision of Bond Finance Local Municipal Bond Section 1801 Hennitage Blvd. Suite 210 Post Office Box 13300 Tallahassee. FloJ1da 32317-3300 Gentlemen: On behalf of the City of Miami Beach. FloJ1da (the "Issuer"). we are ftllng this Notice of Impending Sale with you pursuant to Section 218.38. FloJ1da Statutes. as amended. and Chapter 13K-l of the rules of the DiVision of Bond Finance. (1) The Issuer of the above-captioned Note Is the CIty of Miami Beach. FloJ1da. . · (2) The name of the Note and the amount of the Issue are as set forth above. (3) The amount of the Issue Is $14.090.000. (4) The expected del1very date for the above-captioned Note will be June 29. 2000. to the CIty of GuIfBreeze. FloJ1da. Please acknowledge receipt of thIs ruing by stamping the enclosed copy of thIs letter and returning It to us In the self-addressed. stamped envelope proVided for that purpose. Very truly yours. fUAJ/I: Richard I. Lott Enclosure MCL.()6f27/00-6439-1985Ec\osdocs-1985Enot-lmpn .' RrTTER ErCHNER & N ORars PLLC ,.-, ATTORNEYS AT L.AW THE .,JEFFERSON eUILDING 1.225 19TH STREET, N.w., 7TH FLOOR WASHINGTON, c.c. 20036 TEL.: (202) 973-0100 FAX: (202) 296-6990 July 3, 2000 Financial Guaranty Insurance Company New York, New York SunTrust Bank Orlando, Florida City of Gulf Breeze Gulf Breeze, Florida Miller Canfield Paddock And Stone Pensacola, Florida $14,090,000 CITY OF MIAMI BEACH, FLORIDA LOAN FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN PROGRAM, FLOATING RATE DEMAND REVENUE BONDS, SERIES 1985E Ladies and Gentlemen: We have acted as Special Tax Counsel to the City of Gulf Breeze (the "Sponsor") in connection with the issuance by the City of Miami Beach, Florida (the "Governmental Unit"), of its $14,090,000 Governmental Unit Note, Series 1985E dated as of June 29, 2000 (the "Governmental Unit Note"), pursuant to the laws of the State of Florida, particularly Chapter 166, Part I, and Chapter 163, Part I, Florida Statutes, as amended, (collectively, the" Act") and other applicable provisions of law, Resolution No. 2000-23966, duly adopted by the Governmental Unit on June 23, 2000 (the "Authorizing Resolution "), and a Loan Agreement, dated as of June 1,2000 (the "Loan Agreement"), by and among the Governmental Unit, SunTrust Bank, as Trustee (the "Trustee") and Lane Gilchrist, Mayor, as Administrator (the" Administrator") acting on behalf of the Sponsor. The Governmental Unit Note is being purchased with a portion of the proceeds of the Sponsor's Local Government Loan Program, Floating Rate Demand Revenue Bonds, Series 1985E (the "Program Bonds"). We have examined the relevant federal income tax law and such proceedings of the Governmental Unit and the Sponsor and other proofs as we deem necessary to render this opinion. All capitalized terms used in this opinion, unless otherwise stated herein, shall have the meaning set forth in the Loan Agreement. . As to questions of fact material to our opinion, we have relied upon representations of the Governmental Unit and the Sponsor contained in the Authorizing Resolution, the Loan Agreement and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. The opinion set forth below is expressly limited to, and we opine only with respect to, the federal income tax laws of the United States of America. As of the date hereof, and subject to and based upon the foregoing and upon our examination of the law and proceedings in this matter, we are of the opinion that under existing laws, regulations, judicial decisions and administrative interpretations, enacted or construed, on the date hereof, the funding of the Loan for the Project will not, in and of itself, adversely affect the excludability of interest paid on the Program Bonds from gross income for federal income tax purposes, provided that no opinion is expressed with respect to any other matter relating to the Program Bonds. Our opinion expressed herein is predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. The legal opinion set forth herein is intended for the information solely of the addressees hereof and solely for the purpose of the contemplated transactions described herein, and is not to be relied upon by any other person, or entity, or for any other purpose, or quoted as a whole or in part, or otherwise referred to, in any document, or to be filed with any government or other administrative agency, or other person or entity for any other purpose without our prior written consent. Very Truly Yours, Ritter Eichner & Norris By: (W~~ '~r/~6/00, III?N 16: 00 fAX 727895880Z W!LL!AA ~. HUUbHA ~U. 'Wuu&, to' ---0 1 FINAL J CITY OF GULF BREEZE, nORIDA CrrY OF MIAMI DEACH, iZ (GENERAL ODUGATION BONDS.. SERIES 1985 B + E) TABU OF CONTENTS RII'ORT PACt PIl0JECr SUMMAIlY....__._..,..__._.._.___.__.___.__.._.__..__..__. 1 PRICING 5UMMA!lY ......................_..._................_...,..________________.._._ Z DDlT mVlct SClUDULI..____.........__._._____..._______......_...._......... S SUMMARY or UNDERWJITtIt'S DISCOUNT......_._.....___...__._.._...._......._... 4 DETAIL or TJNDEkW1lTU.'S D1SCOUNT...._............._____....___.._....____.. 5 DETAIL COSTS or ISSUANCL.......__..._....___._..__,.___._.._.___.._.____... , W/UlAM /I. HOUGH'" CO. . CC Public: Fin&ncc lJBRZE.GO S30M 6-26-00 FlNAL-bsJH SurrrmM:Y 6/26/ZOOO 2:39PM ... _~.~~ .~ ..,VOVUUV. ".i.a...a...I.lUI A. I1vuv~ ,",U. IIWUUoJ { L 1lNAI. 1 -' CITY OF CULF BREEZE, FLORIDA CITY OF MIAMI BEACH, FL ($30 MIWON IN GENERAL OBUGATION BONDS, SERIES 1985 B + E) PRO}OCT SUMMARY D...407l03/z000 Doll"""" 07/03/2000 SOURCES AND USES or fUNDS TOTAl. BOND FUNDS EQ\JJTY CONr. Par Amou.nt of 8oftda;......_..._...._...................................................,._.___.. 530,000,000.00 530,000,000..00 - Planned. Cull BI'CCU 'Equity COntn"bution....................._........_..._................, 535,028.29 . 535,0%&.29 TOTAl. SOUllCES................................................................................................. 530,535,028.29 S'O,OOO,OOO.OO 5S5S,028.29 ToIa1 Unde".".i1cr'. Discoun. (0.600%) ......................_................................ $180,041.00 . 5180,041.00 Cosls of I....................................................................................................... 50,000.00 30,000.00 .. Cl"OS$ Bond IftI\Iranr:e Pn:miUJrt ( 70.0 bpl............................._.....___._. S54,987.29 . S54,9ST.29 DcposillO I'rojtc. Corwruction F\lnd............................................................. 29,970,000.00 29,'70,000.00 - _~ AmcounL.....................................................................___............ . - - 10TIII. USIS..................................................................................._................ $30,535,028.29 530,000,000.00 5535,028.29 fLOW OHUNDS Drr...lL State al\Cl LocI.l ~mment Series (SI.CS) ratq (or...~................................. PROJECt CONSTllucnON l\lND SOLUTION METHOD............................... Gross FIuIded Total Colt of InvcSunchU.............................___..._..........._......__.........._. 529,970,000.00 TOT AI. OM WS............................................................................................. $299970,000.00 BOND STATISTICS Avenge 1ifc................................................._............................._.._...._.._. 12.569 Y.... Average COIIpon................__..............._..........................................,...... 5.492&124" NCf Interes' Cost (N1C).........................,M...........~.._......__..........._................. 5.54OG%&7" Bone! Yield lor Arbitrage Purpoaeo................................................................... 5.60011&2" True JntcrcIt Cost mo_......................................................................_............ 5.5314lZS" Alllnc:luJivc COSI (^ICl..........,..........................~..........................~_................ 5.6854028" ~'1 WII.I.L4M 11. HOUGH'" CO. . CG PubJic Firumt% 6/2(;/2000 2:J(; PM . \,..) h&c1 ~ ) fI/IlL em OF GULF BRIEZE, FLORIDA ClTYOF MIAMI BEACH, FL (GENERAL OOL/GAlYON BONDS - SERIES 1985 B + l:J PROJECT SUMMARY Deli..,., 07/031%000 [)aced 0; I03/WOO SOURCtS or FUNDS hr Al1'IOLlnt oflollcb.................__..____................._..................__.._......_..._ Planned Ciulr II"ICU Eqlliry ContributiDn--_.._................___.__...____ TOT At SOURCES._._......_........__...........................__........__.__~.......................... USES or FUNDS TDtlI U,,"rwrhcn Dbeounl (O.~)............_..._...__.._._.____._.......... Colts of IAUlRCe........_._.........__................__........_..__......_.____....__M...... Croas IoncIln.l.Irana: Pft:mium {70.0 bp)__.............__............................................... Ocpoail to Pr\)j=' CenstNctiaTI Fynd.___............_._................................_.._......... TOTAL USt5........................_...__.....................:............______...._......._ now or FUNDS DETAIL J Scale .nd Loal Govtrn~"t Seriu (Sl.CS) ratu fot............_.........__..._.._.__._ P'RJMAIV J'Ukf'OSt NND SOLunON METHOD.................._._._.__..._..................... Toml Cl;I$t or 1".,CIlmeftll_._......_....._..............._.._.........._......_.-...._~._.... TOTAL DIlAWS.___._...__...._....................._._._.___.........._....._.........._... PIllStNT V AWE ANAl. YSIS SUMMA!lY (NET TO NtTl Nrr PRIStNT VALUt BtNEnT_._.....__._....______.__. NET PV IENtFIT I . R.InJNDED PllNCIPAL....._.._............._................__._ eON!) STATImCS "'''Crap Ufc......................_...................................................__.............._........................ A"CI'I.IC Coupon...__....._..................................._.._.......___.......................................".. Net Intltat Colt (NICl......................._..._..........................M_._.._......_._.............._..._ !ond vield 'gr ArPitrl.lC Pu~_......................................_............................................ True 1l"uc~ COI'I CT1C).................................................._........._........._.............................. AlIll'1c:lu,iY41:Cost (""10..................................................................................._........._......... SEIUES 19S' B stRIES 19S' E I5sue Su""""'Y SI',910,ooo.00 $I. ,090,000.00 130,000,000.00 ZS',74U4 ZSI,2&4.9ll '35,ozs.u 116.1".7'5.)1. $14,341,2&..... S30.535,oZl.zt 86,840.?! 93,200.27 \110,041.00 15,910.00 14,Cl9O.oo 3C,ooo.oo 157.&10-'5 197.30;.74 354,'S7.2& lS.'33~12..06 14.036."7.94 2U70,ooo.oo SI6,193,743.34 SI4,341,2&4.9. "",3",QZS." NcI Fundc4 115.933.312.06 $I.,ll3MI2.OG Net!\lndtd S 1.,o36,6&U4 $\4,o''l,''7.94 Nel funded SZ9,llTO,ooo.oo S2.,llTO,ooo.DO 8.089 Yun 17.6Z9....can U.569....urt 5.14014". 5.6152750S S.49Z88Z.4S 5.:'03324"" 5.71%7971. 5.~Of;za7" '.6001182" ~.60011aZ. 5.6OO11IZ. 5.214Z918'1 '.7316420" 5..5314125" .5.~9Zlll~" 5.87o.sa3~ !i.U3'D%I'5 W'lWAM R, HOUCH A (.,'"0. - CC I\IbJicFiM/tell: /'tie ~ MNruklrJl.cf.JU1/IlZE-"' S30M ..H.O() FINAL___ SIIInlNZY I/Zf/ZDDD z:>> I'M .....1 ....., FINAl. t .~ em OF GULF BREEZE, noRIDA CITY OF MIAMI BEACH, FL (GENERAL OBLlGA 110N BONDS.. SElUES 1985 B + EJ PRICING SUMMARY Mlnuily Type orioad Coupon Yield MaNril)' Value I'ri<a DeIIar Prioc I2I011l001 Serial Coupon 4.550l1. 4.547" 905,000.00 lOO.~ 905,000.00 12101/2002 Serial Coupon 4.700ll. 4.698" 945,000.00 100.00016 94S,OOO.OO IUOl/2003 Serial Coupon 4.800% .4.799% 990,000.00 100.000" 990,000.00 I2IOIIlO04 Serial Coupon 4.850'1l 4.84il'16 1,040,000.00 100.00011. 1,(l4O,ooo.00 12/01/2005 Serial Coupon 4.90C1'll. 4.899'l6 1,090,000.00 lOO.~ 1,090,000.00 IUOI/Z006 Serial Coupon 4.950" 4.9~9~ 1,145,000.00 100.00011. 1,145,000.00 12101/2007 Serial Coupon 5.00016 4.99916 1,200.000.00 100.000% 1,zoo,ooo.00 IUOl/2OO8 Serial Coupon 5.05"" 5.049% 1.260,000.00 100.000" 1,260,000.00 12/01/2009 Serial COlIpon 5.10C1'll. 5.0999lo 1,325,000.00 100.000'Jl> 1,525,000.00 \2/01/2010 Serial Coupon 5.150l1. 5.1499lo 1,390,000.00 100."""" 1,390,000.00 12/01/2011 Serial Coupon 5.200l6 5.19916 1,460,000.00 100."""" 1,460,000.00 . 12/01/2012 Serial Coupon 5.3ClO'i6 5.299i6 1,540,000.00 lOO.~ 1,540,000.00 12/01/2013 Serial Coupon 5.400!6 5.39"' 1,620,000.00 100.000% 1,G20,ooo.00 12/01/2014 Serial Coupon 5.5OOl6 5.49916 1,700,000.00 100.000l6 1,700,000.00 \2/01/2015 Scn.I Coupon 5.55"" 5.549% 1,795,000.00 100.000ll. 1,795,000.00 IZ/01/2016 Serial Coupon 5.625" 5.624% 1,855,000.00 loo.OOOl6 1,895,000.00 12101/2017 Serial Coupon 5.650l1. 5.64"" 2,000,000.00 100.000% %,000,000.00 12/0111018 Serial Coupon 5.7cow. 5.69"" Z, 110,000.00 100.000% 2,11 0,000.00 \2/011%019 Scria1 Coupon 5.75016 5.74916 2,230,000.00 100.00016 2,2S0,OOO.00 12/01/2020 Serial Coupon 5.800% S.799% 2,360,000.00 .100.000l' 2,360,000.00 ToW . - - .. 30,000,000.00 . ~,ooo,ooO.oo BID INFOllMAnON Par """""" 01 BondI............................................................_ $~'O00.000.00 Gross Produetion...................._........................................_...... $30,000,000.00 Tot&1 Underwrher's Oi8count (0.600%)....................._.......... Bid (99.400..)._........................................................................ $(180,041.001 29,819.959.00 Total rure..... Price...............................................................-. 529,819,959.00 Bond Year DoUan........_............................................-.....-....... Aven&c tife...._.....__................................................................. ^_ COUpon....................................................................-... $377,078.33 It.S69 Yean 5.4928824% Net In= CDs' (NJO.................................._m....................... True Inte~1t CoJr mC)............".............~......................._........ 5.540628716 3.3314125" WIUIAM K HOUCH & CO. - CG Public /'ilWlce rJk ~ Miomilxluf.GII1JMZE-GO SIOM 6.26-00 nNAL-lsIue S""""",,, 6/26/ZOOO 2:1' PM Pase 2 . . 1 CITY OF GULF BREEZE, noRlDA CITY OF MIAMI BEACH, n (GENERAL Ol1LJCA770N BONDS. SERIES 1985 B + E) om SIRVlC! SCIlIDULE D.. I'rinci,-J ""'''' lo- T*' .-.1 nscAl. TOTAl. , ICJ/ZOOO - . . - 1%/0112000 . . 657.51'.11 &57"".11 667,561.1& "01/2001 . . m,no.a ""."o.u . 12/01/2001 105,.000.00 ..-,,~ TtS.770.1S 1;704,7'ftl..u 2.504.54 us C/01/2QOt 77',lIt.l. 711.111.1' . 12/011100% 9'5,ooo.QD c,7009C 77M.l... l,loN.tll'" 2.503,313.7' "aI/zoos . 7SG,t74.s1 '''-''4.31 . lZ/01l2~ 9$0.000.00 4.800w. 7u,t?.sa 1,74U74..51 Z,sos,lkIl.'C 1'01/2004 . 7U,%14.38 7!S,z14.31 12/0t/iC>>4 1,0-10,000.00 ...- 'i3:l,21".58 1,77',210".31 2,lKlC"U.76 6'01/:005 . '01.994 .3& 707 -"".s. . 12/01/2005 1.090,000.00 '.""'" T01,"".)8 l.n7.....>> :,505,"8,'6 6/0)/20Dl5 . &11.28'." Ul,zaS.sa . 1%/01lZ006 1,1",000.00 4.&50. 681.218.31 1,111,111.51 2..50'.578.16 6/0111007 - 65U50A:! eaz,t50.cs - 12/01/%007 10200,000.00 '''''''''' 6SUsa.a 1,152,$50.13 z,so5.901.28 C'Ol/200t\' . - 52%.':;0.63 eZU50.e3 - 12/01/200& l,Jl5Opoo.oo OJ>"'" in,lfD,63 ,........... 2,505,101.26 C,O'1/2009 . . 581.'SS.flS 51'1.135.85 . 12/01/2009 1,525,000.00 5.100'Ji ,91.lS5.6S 1"1'.135.8:5 2,.507.2't1.28 6101/,2.010 551.,348.13 557,541.U1 . 12/0112010 '''80,000.00 ,.,so.. 5!11""'.U 1'"7.....15 2.1104.696.26 "OIIZ011 . - 5:Z1,555~ :5%1,55'.'3 - 12Io1lZ011 1.&GOpOO.OO 5.2QO'N SlI,555.6S l,Hl,'!'~ 2,,1\03,111.21 6/01/1012 - ,",'''''.65 ,,'5,se5.&3 . 12/0112012 1,1.0,000.00 ,.,om. U'",s.cs %,023,"5.&1 2,507,1'1":& 6/0112013 ""'2,715.15 <&&2,r&,.&. . 12:101/2015 l,620.oco.oc s.""'" HZ,7'!.65 2,ou,n'.D 2,505,57102. 6/01.1201"" . . '88,045.63 '",G<fe.53 - tz/(lll2014 1,7oopoCl.00 ,.'- ,,,,o45.a z.,opIp4S-'3 .2..498.GS1.ZI 6/01lJOt5 . 1l5:.z".u S5%,2'S.CS - 12/01/201' 1.115,000.00 5.55ow. !si,z,S.6, 2,147.z15-" 2,-""'102' 6/0t/2016 . SOZ.U4'>> SOZ,4h.3a . 12/011101' ',I".poo.oo ....... '~4&"'.sa Z,I'7,"'.....'. 2,"".H8.T' 61011%017 . . Z.'.117.5O a"',lt7 .50 . t2:/(l1I:011 %,000,000.00 '.'5m6 2_9,18'.so 2.:"',II7..so Z..ga,s7!.DO 6/0t/20t! . I9Z...,." 18U17.50 . "'IQ1/Z016 2,110.000.00 S,7ClOt6 192.&87.50 z.!IOZ,.ll1.50 2,4".,31!'1.00 6/0112019 . - 152,552..50 1 S2,"1.&O - 12/011201D 2':30.000.00 5.750" 13%,.55%.50 2."2,5'2,50 2."95,105.00 '10112020 61,"0.00 "',+to.DO - 1%/01/2020 %360,000.00 5.&0l.J'% GI,'uo.OO 1,411,440,00 Z,4H,ISO.oo T.... so,ooo.ooo.oo 20,71%,46'.54 !KI.712,4'V.~" - FIlIAL - YIELD Sf AT!STICS Iorld Yut t~u....._..~_.__._..__.___........___.......... A"Cn. urc..._.....~.........__....._...____............._....... """"-I' CoIIpon_..._.~_..._.....__..._.__................... 1377 ,ola.33 12.,69'rcall !l...9ZHZ4" l'l'ot1nn:~lc:o.l{NIO...._....._..._..._........................... TI'\I' lnle,.. Cal CTlO....._.__.__.._................._.__ Bond yield Sot Arbivqc ""fll'O'U......--....--............ All bu::iuli.-c CoIl (AICl..........._...._.......................... :i.S406U7" J.~'1I1Z5" S.60011a~ 5.6834025" lIS IORM 8038 N.l "'1&'''' CoIt......._......,................._......................._ W.i,hlld ",y.,.,. M&ILlril)'..._.._..._.._.._............. !l.4,2SI2", 12,56! Yun WTJ.UNIf K. HOUGH ~ co. . CG NbJ'c"~ IJk . MiMnibch.sJ:(;(JIJRZE-COJ3OM.G-Z6-DO~b6w SUIIJIt/My ~Z'UZtJ(JJJZ:R""" "ft' j ~, I , FINAL CITY OF GULF BREEZE, FLORIDA CITY OF MIAMI BEACH, JZ (GENERAL OBLIGATION BONDS. SERIES 1985 B + E) SUMMARY or UNDERWRJTER'S DISCOUNT Maruril)' ConceS3icn ... Tala:down :: Total _Value Tetal Talcodowtl 12101/2001 . 0.12511 0.12'" 905,000.00 1,131.%5 12/01/2002 . 0.2~ 0.25011 945,000.00 2,562.50 I ZlOIlZOO5 - 0.37596 0.375% 990,000.00 3,71Z.50 12101/200. . 0.37511 0.375% 1,040,000.00 5,500.00 IZlOl/200S . 0.375'16 0.37511 1,090,000.00 4,087.50 IZlOll200G - 0.375'16 0.375'16 1,1",000.00 ',293.73 12101/2007 . 0.3751\; 0.37596 1,200,000.00 4,500.00 IZlOll2008 - 0.375% 0.315% 1,260,000.00 4,725.00 lZ/01/200S . 0.375% 0.37511 I,S25,oo0.00 4,961.75 1210112010 - 0.37516 0.375'16 1,390,000.00 5,212.50 12/01/2011 . 0.37516 0.575'16 1,460,000.00 5,'73.00 I ZlOl/ZOIZ - 0.57591. 0.51516 1,$40,000.00 5,778.00 IZlOI/ZOl3 - 0.37591. 0.575'J6 1,620,000.00 6,075.00 12101/201. - 0.375" 0.37511 1,700,000.00 6,575.00 IZlOl/2015 - 0.37516 0.37511 1,795.000.00 6,731.25 1210112016 . 0.500li 0.500II 1,89S,ooo.00 9,'73.00 10/01/2017 . 0.500l6 0.50"" 2,000.000.00 10,000.00 12/01/2018 . 0.500l6 0.5009f. Z, 110.000.00 10,550.00 12/0112019 - 0.500l6 0.500\16 Z,230,OOO.00 11,150,00 12101/2020 - 0.50016 0.50"" 2,360,000.00 11,800.00 Totul . . . 30,000,000.00 122,SOO.00 UNDERWIU11NG & ISSUANCE EXl'[NSES Total MaNa_men. Fed 10.11 Z'161.................................................................................................... Total A"'''''lle T.kedown 10.408'161............................_......................................................................... Telll Underwriters Exponsea 10.080111............................................................................................. $33,606.00 $1%2,500.00 524,155.00 TOTAl. UNDEllWlU'nNG SPllEAD (0.600%)............."....."....".............................................................. S180,04I.00 W1J.J.iAM R. HOUGH & CO. . CG /'ubli< IlJrAJIce File:: MiMlibch.sf.CUIJBJ:ZE.GO 190M 6-16.00 f1N..Ib/ssw Sumnwy 6/Z6/Z000 Z:9!1 PM ""s< . a"t'" "VI VU, , -~\ .,> i _Vl" ~v.v~ rAA '.IO~~OOU. "~~~~Am ~. QVUunu ~V. Il!dUUO FIlIAL CITY OF GULF BREEZE, noRIDA CiTY OF MIAMI HEAeHz FL (GENERAL OBLlGA170N BONDS - SERIES 1985 B +. E) DETAIL or UNOERWRmR'S DISCOUNT D.ted 07103/2000 DeIMred 07103/2000 UNDERwmn's DCPEI'ISES DtrAIL Und.rwri...... Cc>uNe1 (0.036%)...................................................................._...... $ 1 0,128.00 Day LoIn 1._ (0.003%)......_......................___...................................._..._ S834.oo DTC,fSA (0.006'10).........._.._........_................................................._.................. $\ ,800.00 CUSlP 10.00\ %)............_........_._....................................~.........._._...................... 51 91.00 CIeorancc (0.0\2%)..............__._..........._.........................._......._....._........... 53,600,00 CommunicatioN and Expente, (0.001%) ..............................._..._.__...._....... $Z,415.00 Travel (0.015%)._...................................._...................................................._.... 54,500.00 TOTAI................._...._....._..........................._.____......_.................._. $14,155.00 WJLl.1AM JI. HOUGH 4 CO. . CG Public fjMtIOI; USRZE-GO $SQM 6-26.00 F1NA/.-J"". Sumnury 6/26/2fJOO 2:$6 I'M f'I3o 5 nlLL1Aa ~. HVU~H& ~U. "SO - -- ~NI ~V/VVI 1I1'~,Il" .1.Q;V.l. rAA. 1~,GlI~tUtU~ -) , ' ..J FINAL CITY' or GULF BREEZE, FLORIDA CITY OF MIAMI BEACH, FL (CENERAL OBIJGA TlON BONDS.. SElUES 1985 B + E) DETAIL COSTS Of ISSUANCE Dated 07103/2000 0._ 07/0S/1ooo COSTS or ISSUANCE DErAIL Bond Cowuel................................................................................o_....................._ $25,000.00 Contil'\lf;ftcy..........."..............._._...__....._m................................_......................... $5,000.00 TOTA1-.................................._....._o....................................................._............ $30,000.00 WILLIAM R. HOUCH & CO. . CG Public Fin&n<< InRZE-GOS$OM 6-Z6'()()~SrImnwy 6/Z6/Z000 Z:19 PM hge6 , . -'1 FIlIAl , f CITY OF GULF BREEZE, FLORIDA CITY OF MlAM/ BEAClf, FZ (GENERAL OBLlGA 110N BONDS - SERIES 1985H) TABU: OF CONTENTS RIPOlT PAGE PllOjECT SUMMoUY,...................__._._...................,....._.....___.__.................._.. I PIUCING SUMMoUY........_.._...__....................................____.............__. Z DEIlT SEl.V\CE SCHEDULt._.._...................__.............._..._.__.._._.................... , SUMMARY OF UNPtltwmll'S DISCOUNT ...__.....__.................................__._...... 4 DETAIL OF UNPEltvmn:tl1 DlSCOUNT...................................._...._.......................... 5 DETAIl COSTS OF ISSUANCI:.._._...................................._.___........._....._...__. 6 WIWAM R. HOUGH.. CO. . CG f'ubljeFinlUl(.;# /JBRZE-GO 130M 6.Z6-OO I7NAL-SER/ES 1!/858 6/Z6/ZOOO Z:3' I'M , ~ CITY OF GULF BREEZE, FLORIDA ern- OF MIAMI BEACH, FL (GENERAL OBIJGA TION BONDS.. SERIES 1985/J) PROJECT SUMMARY Pated 07/03/Z0oo SOURCES or FUNDS Par Nl\OIlnI cI Borula..................................................................................... Planned Gulf Breeze: Equity COntn"bution..................."................................. FIlIAl. DeIM=:I 07/03/2000 315,910,000.00 2$S,743.34 TOT~ SOURCES.............................................................................................. 316,193,7 43.S4 USES OF FUNDS ToIlIl Urodawri..r', Discounl (0.546")................................._..........._ Com or LssuM1'tCe.._,.......................................................................................... GiI'Q!SS Bond insurance Premium ( 70.0 'bp).........:........................_..........._.. Deposil to fl'rojl;c:' ConstNctiDn Fund............................................................. 86"40.73 15,910.00 1 57,680.33 15,933,31Z.06 TOTAl USES.................................................................................................... 316,193,7'3.34 1 now OF nJNDS DtrAlL StDte ..nd 1..oc:al Govtrnmeht Series (SlCSl mtcs for..................................... PROJtCT cONmucnoN f\lND SOLUTION MITIlOP...........__....... Tow Co3t of lnVW1ntnts............................-.............................................._ TOTAL OtA WS............................................................................................... BOND ST...T1ST1CS A vcraf;c lifc.........................._.._.............._..._.................. ............................... Avcr;.sc Coupon............................................................................................... Net Intcre~ Cost CNlC)..................................................................................... Bond. Yield for AtbitraZC: Pu.l'}:105C.l.............................................-.................. True Interest Cost mo.........................................;................,........................ AU lnclu.sive Cost (AlC)......................"..........................,.,............................... NetTu.nded $15,'53,312.06 SIS,933,312.06 8.089 v..... 5.140a443% S.zoa3244" 5.600118Z" 5.2142918" 5.3S921S3'lfo WIUIAM II. HOVGff 4 CO. .. CG 1'1JbJic FifllUJ(;~ . ~ ',' h3< 1 ZE-GO S30M G-2G-OO FINAL-SERIES 1!J85 B 6/2612000 2:39 PM FINAl CITY OF GULF BREEZE, nORIDA CITY OF MIAMI BEACH, FZ (GENERAL OBLlGA 170N BONDS. SERiES 1985B) PRICING SUMMARY lvUNrity 'T)-p< of Bond COIl pon yitld Maturity Value rrice Collar !'rico IVOI/ZOOI Serial Coupon 4.550% 4.547% 905,000.00 100.00091> 90S,OOO.00 12/01/Z002 Serial Coupon 4.700'll. 4.698" 9'5,000.00 100.000'J6 945,000.00 12/01/Z003 Serial Coupon 4.800'1& 4.799% 990.000.00 lOO.OOOl(, 990,000.00 12/01/2004 Serial Coupon '.S50'1& 4.849iO 1,040,000.00 100.000'l(, 1,0'0.000.00 12101/2005 Serial Coupon 4.900'11. 4.899% 1.090,000.00 lOO.OOO'l(, 1,090,000.00 12101/2006 Serial Co>lpon 4.1350% '.949'11. 1.14',000.00 100.000% 1,145,000.00 12101/2007 Serial Coupon 5.0""" '.999% 1,ZOO,OOO.OO 100.00091> 1,200,000.00 IVOI/ZOOS Serial COU.POh 5.050'1& 5.04996 1)&0,000.00 100.000% 1,260,000.00 12/01/Z009 Serial Coupon 5.100'10 5.099iO 1,325,000.00 100.000!ll. 1,925,000.00 12101/2010 SeriAl Coupon 5.150l0 5.149iO 1,390,000.00 100.000% 1,S90,000.00 12/01/2011 Setilll Coupon 5.200l1 5.199% 1,4GO.OOO.OO 100.000% 1,460,000.00 . 12/01/2012 Serial Coupon 5.300l6 5.299% 1,540,000.00 l00.00O'if> 1,540,000.00 12/01/2013 Serial Coupon 5.400'16 5.399% 1,620,000.00 100.00091> 1,620,000.00 TolA! . . . . 15.910,000.00 . I S,910,OOO.00 BID INFORMATION \ Par Amount af Bondl..........._..................................................... S15,910,000.00 C_ ProOuclion...................................................................... $15,910,000.00 Total Undcl"W"rltc:r', Oiacounl (0.546%)......................._..._... Bid (99,454%1................._........................_.......................... $(86,8'0.73) 15,82',159.27 Totall'lnd.... Price......................._........_........._.......... nS,ll2S,159.Z7 Bond Vear OOllan........................n....n...................................... Averl$e Life........................................_............~........................ Avt.rase CO\,lJ'Oll...._................_................................................. SlZ6,690.78 8.019 Yeal3 S.14084.S,. Net Interest Cost (NIO.............................................................. l)'ue 11'\1'":11 CO$l mC)...................~...................-................... 5.Z083Z44,., 5.21'Z918% WIIJ.JAM II. HOUGH it CO. - CG Public Financc m. ~ Ntiarrubch.sf-GUlJBRZI;.GO S30M ti-2ti-OO F1NAL.SUIJES J ns 8 ti/2ti/2000 2:39 PM hsr2 ~."" ,....., ...... . >>&....~. ~........ ~n4 ...IUOUVU..... "~""''''''~~.III. ~... ..................._ ........ FIlIAl I, CITY OF GULF BREEZE, FLORIDA CITY OF MlIlMl BEACH, FZ (GENERAL OSLlCA TJON SaNDS - SERIES 1985B) DEBT SERV1CE SCHIDUlI n... Principol eoupon In...." Total P+I nsCAL TOTAL 710~/2000 . . . . - 1210112000 - . 329,'85.00 329,'85.00 329,'85.00 6101/2001 . . 400,72.5.00 400,725.00 - 1210112001 905pOO.OO '.55"'" 400,72.5.00 1,505,725.00 1,70&,4S0.OO 1;101/2002 . . 380,136.Z9 S80,136.25 - 12101/2002 9.5,000.00 4.;00% 380,136,25 1,525,136.25 1,705,272.50 6/0112003 . . 357,9Z8.75 957,9Z8.75 . 12/0112003 990,000.00 '.800" :l51,928.75 1,3'7,9Z8.7' 1,705,a57.50 6/011200' . . 3304,16&.75 334,161.75 - UIOl/2004 I ,040,000.00 4.850!!. 3S4,168.7S l,5h,168.7S 1,708,537,90 6/011Z005 . . 308,948.75 508,9U.75 . IZlO\lZ005 1,090,000.00 ..900% 308,9.8.7S 1,598,948.75 1,707,897.50 6/01/2006 . . 28Z,2<3.75 282,2<3.75 . 1210\12006 1,145,000.00 '.950'16 282,243.75 1,427,243.75 1,70'.4&7.50 610112007 . - 253,905.00 253,905.00 - 12/01/2007 1,200,000.00 5.0ClOl6 253,905.00 1,4S3,905.00 1,707,810.00 610\lZ008 . . 2Z9,905.00 223,905.00 . IZlOI/2009 1,260,000.00 5.0SO'I6 229,905.00 1,483,905.00 1,707,8\0.00 6/0112009 . . 192p90.00 1 S2,090.00 . 1210l/2009 1,325,000.00 5.10016 192,090.00 1,517,090.00 1,709,1&0.00 6101lZ0tO . . 158,502.50 158.302.50 - lZI01{ZOIO 1,390,000.00 5.150% 158,502.50 1,548,302.50 1,706,605.00 6101/201l . . 1 22,510.00 121,510.00 - IZlOlf2011 1,460,000.00 5.Z00i! 122,510.00 1,5aZ~IO.OO 1,705,020.00 6101/Z01Z . - 84,550.00 &4,550.00 . lZ10112012 1,540,000.00 5.300% 8',550.00 1,624,550.00 1,709,100.00 6/01/2013 . '5,740.00 45,140.00 . IZlOl12013 1,620,000,00 5..00% 43,740,00 1,663,740.00 1,707,480.00 Total 15.910,000.00 - 6.615,792.50 22,525,792.50 - -,,' YlEI.D STATISTICS Bond Ye.r Dolla.n...............................................................................................................,............................ Avt~l.ife..................................................................................................................................................... Avr::.fI.!C: COypOn..........................................................................................."................................................ U28,690.78 8.0!9 Yea.. 5.1408449% Net Interest Cost (N1C}................................_..._..........................................................__............_................ True Infeft!1 Cost mC}.............................................................,................,.................................................. Bond Yield for Arbitra~e Purpolel..........................,..................................................................................... A111hch.\.Ii~ Coli: (A)C).................................................................,......"...........""......................................... 5.20a5244% 5.2142916% 5.600 1182~ 5.3892183% IRS fORM &05& tIIel interesl CCst......................................................................_........,............................................................. Weighted Average t-ItatUrity..........._._.....,........................._............................._......................._..._._....... 5. \408+13'" a.089 v.... WfU./AM R. HOUGH" CO. . CC fI1bJjc nr-o: FU. ~ MiornibcJ...r-GUInJ/lZE-GO J30M 6.26'()o 1INAL-sEIIIES 19856 6/26/2000 2:38 PM P"p:: 3 ...., ~..., "''''. -) ........~, ...0,;..... &~ '.'UP.,OUUU. ...............-.- &... ....................- '-'.... } FlIW. cm OF GUlF BREEZE, nORIDA CITY OF MIAMi BEACH, JZ (GENERAL OBUGATION BONDS.. SERIES 19850) SUMMARY or UNDERWRITER'S DISCOUNT MaNnI)' ConCtSllOn ... T..kcdown E Total 1ssu,&nCt Value TOlal Takedown 12/011Zool - 0.125" 0.125% 905,000.00 1,131.25 1 Zi01l200Z - 0.250," 0.250" "'5,000.00 2,362.S0 12/01/2003 . 0.375" 0.375'96 990,000.00 3,712.50 IZlOIIZ004 - 0.375" 0.37596 1,040,000.00 3,900.00 12/01/2005 0.375% 0.375% 1,090,000.00 4,0&7.50 12/01/2006 - 0.375% 0.575% 1,I4S,OOO.OO 4,295.7S IZ/011Zoo7 . 0.375'16 O.3759b 1,200,000.00 4,500.00 12/01/200& .. 0.375% 0.575% 1,260,000.00 4,725.00 12101/200' . 0.575% 0.375% 1,325,000.00 4,963.75 12/01/2010 - C.375% 0.375% 1,590,000.00 5,212.50 12/01/2011 - 0.375% 0.375" 1,4GO,ooo.00 5,47S.00 . 12/0112012 0.37591. 0.375% 1,540,000.00 5,77S.00 12/01/2015 - 0.57591. 0.37591. \ ,610,000.00 6,o7S.00 Total .. .. - 15,910,000.00 56,211.75 llNDIJtWRITING " ISSUANct txl'ENSES Total /Y\D.nJlsement Feci (0, 1 12911) R...................R..........,.........,........'.....,....'.............................................. Total AYOnse Takedo_ (0.353..1................................__....................................................:................ Total U.dcrwril<n Ex"".... (0.080%).................................................................................................... 517,822.31 $56,211.75 $12,799.60 TOTII!. UNDtlWllTll<C SIUAD (0.54691.>............................................................_............................. S86,840.7S W1WAM R. HOUGH.t CO. . Cc <'il' f'inAncC File - MWnibch.sf-CUUBIlZE-GO S"'M 6-Z6-00 l1NAJ..SERI&S 18858 &/Z6/ZOOO 2:'5 PM Page . "0'll/26/00 . liON lti:UJ tAA f~fO~~uvv. \ , em OF GULF BREEZE, FLORIDA ClTY OF MIAMI BEACH. FL (GENERAL OBUGATION BONDS. SEKJES 1985B) DETAIL or UNDERWRl1'ER'S DISCOUNT D...d 07/03/2000 IleIM:=l 07/03/2000 UNDERWRITER'S txPENSES DtT....lI. Unde....'I"i'er" eou"",1 (O.036!l!)............................................................................ S5,6U.42 Day Loan lntcrcl.t (0.00''') ......_.......~.........._........................__._............._.._..... 5441.30 DTC,PSA (0.006!6)............................................................................................... 5954.60 CUSlP (0.001 %)..................................................................................................... S105.01 Clear."e. (0.01 Z%) ............................................................................................. . S1,909.Z0 CommUnicatioN ,lid txpe"." (0.008%)............................._............................ S1,31U8 Travel (0.0 1 S%)............................................................................._...........,...... 52,586.50 TOTAI........................................................................................_................_....... Sl2,799.60 fIlIAl. WII.UM1 ~ HOUCH ~ CO. " CL; l'ublk FiMnC4 LEORZE-GO S30M 6-26.00 F/NAl.SEG/ES 198511 612612000 Z:55 PM ~~s -'I 1 ,~J fllW. CITY OF GULF BREEZE, FLORIDA CITY OF MIAMI BJ:ACH, II (GENERAL 08L1GA TlON BONDS - SERiES 19858) DETAIL COSTS OF ISSUANCE Doled 07/03/2000 Delivered 0710312000 cons or ISSUANCE DtrAlL Ilond (0......1................................................................................._......................._ S 1 ~,25S.35 Contins.ney........................................................................................._.._............ S2."1.67 TOTAL....................................................................................................................... SI S,91 0.00 W/LUoUf R. HOUGH.. CO. . CC AJblJ'& FiflM<< InRZE-GO S30M 6.26-00 F1NAJ..SE1I1F.S 19858 6/26/2000 Z:JS I'M Pa3C: 6 .....--.......... .... ..................- ...."'. 't!:JV"', ! FINAL "t CITY OF GULF BREEZE, noRlDA CITY OF MIAMI BEACH, FL (GENERAL OBUGA TIO,., BONDS.. SERIES J 985E) TABLE OF CONTENTS upon PAGE I'I\OjECT SUMMAIlv........................................................................_._.....__..._..............._ 1 PlICNCSUMMA1Y............_......._........._................................_......_..............._.............. 2 DOT S!J1,VlCI SCHEDUU........................_._........._......................_....._............................. S SUMMA!l.Y OF UND!:P.wmm'S DlSCOUl'lT............................._.................................... . Df:TIJL OF UNDE.ltWJ.rrol'S DISCOUl'lT _.........._.............._..................................... 5 OrTAIL COSTS or ISSUANCl._................._................................................................... 6 WILUAM R. HOUGH" CO. - CG Pubh'c Finance JJBRZE-GO 13aM 6-26-00 l1NAL.SDiIES J 945 E 6/26/2000 2:39PM ,. . j . "} '" CITY OF GULF BREEZ!, noRIDA CiTY OF MIAMI BEACH, n. (GENERAL OBliGATION BONDS - SERIES J 985E) I'RO]tcr SUMMARY 0&10<107/03/2000 SOURCES or FUNDS Par II.1nO\Int of Bonds................_..........................................;........................... Pla""c.d Culf trceu tquit)' Contr:ibution.........................................._.......... -......... FIlIAL DeU..,..s 07f03/2000 $14 p90poo.00 251,284.95 TOT At SOU1l.CES__.._.................................................................................... $14,541,284.95 USES or FUNDS total UnderwTittr's Discount (0.661">....................................................... CO$l~ or w\lance............................._..........."................................................... Groas &and lnsuranc:c ~mium ( 70.0 bp)..__............................................ Deposit to Project Construction. l'und......................................................_._.. 93,200.21 14p90.00 197,506.74 I4P~,687 .94 TOTAL USIS................................................................_...................,............... 51',541,2&4.95 n.ow or TUNDS DErAIL State ahd. Local GoYernment Se.riu (SLGS) !'ltes for........H........................... P1tOjECT cONmucnoN FUND SOLtmON MmiOO............................ Total Cost of mve~rncnts........_.M_....................._............................_._...... TOT^t OlAWS.........._.._.........._.............................................__......_ BOND ST A TImCS ^~sc: Llfc........................................................................................_.M......... ^VcraSc Coupon............................................................................._............... N.llnlerest Cost (NIC).....................................................................,............... Bond. Yield for Arbitrage Purposes.........................,....................................... Tl'\l.C lntc:teIt Cost {TIC)....".................................. ....... _ ..' ............................... AU Inclush'c Cost (AlC).........................,...............n......................................... NctFwuIcd 5I4P~.6a7.94 n,p56,6117.94 17 .629 Vears 5,67S2750% 5.7127971" 5.60011&2" 5.7316'20" 5.&70'635" WIUlAM R. tfOUCH'" CO. . CG Public Finance Zl.GO S30M 6-26-00 FI/'IAL-SERlES 19&5 E 6/26/2000 2:39l'M rage 1 . ~.. -- _....._ .._ ....w",............. "..a..,",.~ .". U"'II..''\:r,LU~, ....""". It!dv.a.lt -) FINAl. Cln' OF GULF BREEZE, FLORIDA CITY OF MIAMI BEACH, n (GENERAL OBLIGATION BONDS.. SERIES 1985E) PRICING SUMMARY MaNril' Type of Bond CCIlpcn Yield lv\aturity Value Price Dollar Price 1210112014 Serial Coupon 5.500% 5.199% 1,700,000.00 100.000% 1, Too,ooO.OO 1210112015 SeNI CouJXm 5.S50!; 5.519% 1,795,000.00 loo.OOO'lL 1,795,000.00 I2I01120lt Serial Coupon 5.6251'6 5.621% 1,895,000.00 l00.00O!; 1,895,000.00 1210112017 5<ria1 Cou.pon 5..50ll0 5..19% 2,000,000.00 100.0009(, 2,000,000.00 1210112018 Serial Coup:m 5.700% 5.6991'6 2.110,000.00 100.000!! 2,110,000.00 12101/2019 Serial Coupon S.750'J6 5.719% 2,250,000.00 100.000% 2.,2.30,000.00 12101/2020 Serial Coupon 5.SOOllo 5.799% 2,360,000.00 100.000% 2,360,000.00 TOI&I - . - .. 11.090,000.00 - 1",090,000.00 BID INfOKMAnON Par Mlounl o!IlondL.............................................................. $14,090,000.00 Grou ProducriOl\........................................................_............ S 14,090,000.00 . .' -"~~ To,.1 Underwriter's DiscoIll\I (0.661 %1................................. Bi4 199.33"')............................................................................ $\93,200.27) 13,996,7'9.73 Tow "",,,hose Pric.................................................................... $13,99.,799.13 ~nd Year Dollars..................................................._................ Avc:ra~e Ufc...................................._.....__..,.......__................. A....ns< COupcn..........._..................................................... $248,381.56 11..29 Years 5.6752750!; Ne.l..._ Coot (MCl.................................... TNelnterest eo.t mCl........................ S.1IZ1971% 5.7516420'6 \Io7LUA.M R. HOUGH ~ CO. - CG PublicFiIl4flC< .. nibch.sf-Gl/UBRZE..GO 130M 6.26.00 FINAL-SEJUES 1985 E 6/16/2000 Z:39 PM Pa".2 ...,V, ..v, VU """'I..LV. V., rn..a. , '" I O"oJOOV.. . . n~~~~A* A. DVUUQa ~V. 'WIly.,., '.' ~" '.I m... -') CIn' or GULF BJUEZI:, noRlOA Cl7Y OF MIAMI BEACH, FZ (GENElIAL OBUGA110N BONDS - SClIJES 19850 DEBT SIllvlCI SClitDULt DI. Pri1lCipil Ca.... lr.~., 1'aat "'1 ~LTOTAS. 1103/2.000 . . . . 1110112000 . '''''0<.'8 1%1.104.11 JU,10..11 '/01/2001 . '5151.D45.83 JHpU.es . 12/01/1001 3tl9P.5.83 "s,o<.... 791.ov1 .~, ;/01/%002 3!t9:,o.'.GS ,.."".... . 12101/%002 '95""'.G> ,.....u. 1~P'1.26 ~I01/200$ '9,0.4$.6. '",045.63 . 1.!/01/1003 ,",oU.6, SMPt5.U 191p,1.2t "/D"2~ - '".o4~.63 '88P45.6' . 12/011100. . ',,",Od.C' '"P45.61 791.0&1,16 6101/1005 - . '89,(101'-') '&!!l.o-.5.6~ 1 Z/01 I'aOO$ - ',",,0"'." '&5,04$.63 191.0~n.ze 6101/2006 - '",0.'.63 '",04$'&' . 12.10111006 . 35'0045,6' m,tJ45.6S 1t1pSn .%1 6/01/%D07 - 3l>e,D4$.U 'llflP45.6! . 12101/;007 . ''',G4!i..6! '''.ou,.e! '9I,081.1G "011:008 . "'0045.63 3"P45." 1110111008 - '~S,l).t5.6! S".,04S.1S '"PI".2C "01/2.CJOSi . 399,045.13 SII.Q4S.1S . It/Ot/ZOO! . . 310.045.63 J",eMS"S '.....1.16 "Ot/2CltO . - 'S9~5." '90""''<> . 11I01/2Ql0 . 'ts,OU.as 381.0-'.53 791,o!l.26 6/01/2011 . 39$1,0.$.G3 !851,Dr1',Q . 12./0112011 . . 399.0.5.63 3",0.5-':3 7".0'1.2.' '/oln.on. . 399,P4!UI3 3",D4,.0 . 12!0\IZOU - "SP4'.~ 3"~15,~ ns,osl.26 "0112.013 . 3Hp45.U 3tt,Drl.5.'3 . 12/01!ZOl! - '".0""5.85 "',045-" 7!18p'1.2,' li/01/%OH . '911.04'.1) '",D45..' - 12/01l20H 1,700.000.00 5.-- 3fUIlp4'.G:S I,otIPCI.liS 2.,4!S,e,1.;6 "01/2015 . 3S2,zOS.t! 352.,2".C . 12/0112.015 1,795.000.00 5.,so. ~52.,185.GS a.l"T,2"~' Z,4",s!1.at "0112016 . ~C'J2..",.)I 30Z,464.31 12/1)112.[116 l,a'5.ooo,oo '.52$% )02,.lc.31 2.19,-"lc.H l,4",""Ta '/01/2011 Z.S,U7.SO 2.41.11'.10 . \2/01/%017 Z,llOO,llOO.oo !.'~ 2411,Jl7.SO 1.Z"9.1J7.~ 1.'''''75.00 6/01/20\1 . . HIZ,,"'.SO 19%.,.&67.50 . 12/01/2.011 2,110,000.00 ~.'00"0 192.63'.50 2,,0.2.,$61.50 2,495,375..00 6/01/2019 . 13%.552.50 15%,551.50 12/01/2019 2,2.&1.000.00 $.'~ 131.$52.50 2~6Z,.55:.50 t,.9'.105.oo "01/2020 . . 66".0.00 68.,"0.00 . 12/0112020 2,360.000.00 ~."00'.li0 6e.,440,00 2.,":1,440.00 2,"9'''10..00 ,"', 14,090,000.00 1 -'.09',C7C.&'I %8,1661"'"'' . Y1ILO ST AnmCS ~d VtU Dal\an,~.~..._.__.._..".............~._._._w.... A.VCI'Ut t.ifc.._.._.._._.._._~....._...,.........................~.. "'''C:''-It Cou.JQrl__.~,._...._......................~................. 1241,)17.$1 1f.'29 Ycan ~.6'S2"'0'Sl. ,..IIlftItI'U1Cl:l1t(NlCI.....__._.......~......".........__..... ~noc 1r.~ c.:.t C1'1C:I~.___........~.....__.._........ Jchd Yi.ld rot .Ubithlp f'UrptIeJ_......_.._.._......... Alllnc\l...j"e eo.c (A'O......__....._~.........."'._...._...~... $.'1Z'l',n~ S.'l'3i1k2Q% '.R011l2" s.e'O."~" IJlS tOlM S038 Nt.111'1ac~1 eo.t_____.._~.......".........."._~.__..~. Wci8lr.lad A-.n1P Maturi'1..........__............__..._ $.6.,.52750% 1'.'29 Ycan II+'1l.UIW' R. IlCUCJ1 '" C'rJ. . a; l'ublkIIM/JCC fUe c /tIIUmild.sf.t;r.ruuzt.co 1~..-t1fJIl1IAL.SDIEJ ,9IS E ,;xnoao ~~~ /'IItI ~) ',) ".._.......- ..... .................._ ...v. II&IV~.&. FIIW. CITY or GULF BREEZE, FLORIDA CITY OF MiAMI BEACH, 1l (GENERAL OBLIGATION BONDS. SERIES 1985E) SUMMARY OF UNDERWRITER'S DISCOUNt' Maturity Coneeuion . T.ktdOWll = Tow lsNar.ce Value Tow Tu.down 12101/201' . 0.375'li 0.575'li 11700,000.00 6,575.00 IZlOll~Ot5 . 0.375'" 0.375'" 1,795,000.00 6,75l.Z5 12101/2016 0.50~ 0.50~ \,595,000.00 9,475.00 12/01/2017 . 0.500% 0.500% 2,000.000.00 10,000.00 l2/011Z018 . 0.500'" 0.500% 2,11 0,000.00 10,550.00 12/01/2019 . 0.500% 0.500'" 2,230,000.00 l1,l50.OCl 12/01/2020 . 0.500% 0.500% 2,5GO,o0Cl.00 11,800.00 Total . . . 14,090,000.00 66,061.Z5 UNDERWRITING" ISSUANCE E.XPtNSES Tolall\.iAnascrncnt Feel (O.112%) ................R............................._._.......................................................... 'total ^vcragc T.kcdown (0.469'6),..........._.._..................._............................_......_.............................. TOllI Underwrilen t<pe..., 10.060%1..........................__............................_...................................... 115,785.62 566,o81.Z5 111,555.4\ TOTAL UNDtRWRlTINC Si'RL'.D {0.661%1............._.............................................................._...._... 593,200.27 WlLLW1 /I. HOUCII" CO. . cc Public Fin6Jt~ Fik = Mi.",ibch.sI.CUUBIIZE.GO SMJM 6.26.00 F1NAL-SERILS 1985 E 6/26/2000 2::19 PM hIe" .., '.' -.) ...... ,. , '-- J "..........._ .,. "......u_ ....v. 'tfll.... FIHAl. cm OF GULF BIU:tZt, FLORIDA Cl7Y OF MIAMI BEACH, FL (GENERAL OBUGATION BONDS - SEKlES JfJSSE) DETAIL OF UNDERWRlTtR'S DISCOUNT DeIivmld 07/03/1000 OIled. 0710312000 UNDIRWRl1U:S EXl'tNSIS DETAIl Underwriter'S Coun5t} (O.036'jb) ......._..........u.............. ...................__.................. Day 1,.o3....1nttl'CJt (0.00396).............................................._.....__.........._................ DTc,PSA (0.006"')......................................................................_................._......... ClJ51P (0.001 %) ................._._..................._...........................................,.............. C~ (0.012%1........_....__._............__..._.........................._.._................... Communicalion,".d txpc..... (0.00&%)............................................................ T..""I to.Ol 5%)..___.__........_.___....................................._...__..................... $5,038.58 $391.70 $845.40 $92.99 $1,690.80 $1,161.43 $1,113.50 TOTAL..............................................................,......................._................____. $11 ;335.41 ~k,,"~"'1 K.. HOUCH.. CO. . CG Public }&!1IIf<< JJ1JRZE-CO S30M 6.26.00 FlNAL-$E11lES I n5 E 1I/Z1I/2CDO 2..'91'M hIeS .ti7 ~ti/QU. IIUN 16: U4 bU HH"~C~Ul "...L..L....Aal "". J;lv"-'uu,... ...."'. I CITY Of GULF BREEZE, FLORIDA CITY OF MJAM/ BEAC~ JZ (GENERAL OBJJGA TlON BONDS. SIRlES J 98SE) DETAIL COSTS Of ISSUANCE DlItd 07/0SI2000 D<li~07/0S/2000 COSTS OF ISSUANCE DtrAIL Bo1\d. COun.sel................................~..................._._........._....................................... $11,741.'7 COnringtnC)'................................................................................................_............ &Z.S4S.s3 "OT AL........................................................................................................................ Sl4,olKl.QO FIlIAl <>7UL<M I/. HaUCH .II CO. - CC IVl?JjcFinMot: !J1JII.ZE-GO S$OM 6-26-OOflNAL-SEI1IES 1985 E 6/26/2000 2:$9 PM i .....~:t Pase , .._. __'...... _..... ........_.. .._ .........u.......... .' J u............... ..... 4.._......_ _.... "'...-... '} FIlIAL CITY OF GULF BREEZE, FLORIDA CITY OF MIAMI BEACH, FL (GENEKAL OBLIGATION BONDS - DSRlJ TABLE OF CONTLNTS UPOltT PAGE nojtCT SUMMAl)..................._..............................._..................._..............._......._ I l'IlJClNe SUMMARy....................................._................_..._........._.........'......._m'''__ 2 DtBT StJl.V\Ct SCHEOtI1L.................................._._._..................._.................._....._... 3 $U~RY OF UNDtR~'S DISCOUNT.............................._...._............................. 4 orr..u. OF Ul'lDtRWRlTtR'S OlSCOUN'T...................................__...m......__................... 5 orr..u. com or lSSUANCI................................................__m._mm................__ 6 u,'.':_,!A~': -...IUGH.tCO.-CC HRZE-GO DW 6-}l6..()(J FINAL- 5/NGLE l'lJRJ'OSE 6/26/2000 :l::J!J I'M " CITY OF GULF BREEZE, FLORIDA CITY OFMIAMI BEACH. n. (GENERAL OBliGATION BONDS - DSRFJ PROJECT SUMMARY Dated 07/031.000 "CW"'..... F1tW. DeU,..recl 07/0S/2000 SOURCES OF FUNDS Par Amount of _..............,..................................................................... S6,SZ5poO.00 Planned Gulf Breeze tquiry Comrii:>urion._..._,............................................... :51,621.84 TOTAL SOURCI:S......................................................................................_.._.. SG,35G,6Z 1.84 USES or FUNDS Tota.llJndeTWTiter" OiaccJunt (0.500%)................._....__........__............... Depont to Culf B~ DSR1..................................,_......................................... SI,621.84 6,3Z5,ooo.00 TOTAL U5[5.._..............................................._................................................. $6,:156,621.84 j fLOW OF FUNDS DETm Stat~ and t.cc_I Covemmcl\t s.:ric, (SLGS) n.teS for...._................................ PROJECT CONSTltUCI10N FUND SOLUTION MrTHOO............................. Total Cost of lrI~mefttl.........................._........._...._....._............................ TOTAl. ORA WS..........................................._..............................................._.. BOND STATISTICS AveTI.Sc.Lue.............................................................................-.....-..............."... Avcf'D&.e:COu.pon...._.......................................................................__............. Net In...... Co.st CNICl..................................................................-....--......... llond. Yil:ld tor Arbi.tn~e Pul'J'OSCi.................................................................... TJ'\1c IT11crt,t Cost mo...............................................................-...-................ Alllnclusivt CO!,I (AI0_..........................................................._.R"._............... NCI Fund<d 56,525,000.00 56,3Z5,o00.00 10.411 V..n 5.15oo0oo'llo 5.198020811 5.150S688% 5.ZIS43ZZ% 5.Z1343ZZ11 WI/J.JAM 11- HOUGH" co. - cc; Public FitlMce -GO DSl/J' 6-26-DO FTNAL- SlNCU PURI'OSl 6/16/1000 1:33 PM r-III~-el W1LLIAft k. HUU~H. ~U. .VO/~O/UU mu~ ~o:u~ ~AA 1~7~~~~~U~ . . ') i -,-') ~u~~ FINAL em OF GULF BREEZE, FLOlUDA CrrY OF MlAMI BEACH, fZ (GENERAL OBLiGA TION BONDS - DSRf) PRICING SUMMARY Mat.riIY 1'yp: of Bond Coupon Yield Maturity Val.. Price DaIIar frit:e 1 ZlOIIl010 term 1 Coupon S.IS016 5.149" 6,:125,000.00 100.000'J(, 6,325,000.00 Tolal .. .. . . 6,325,000.00 .. 6,325.000.00 BID INFORMATION PlrLr ~nt or Bonds..............................._................_..........._...._... Crou Produetlon................................................................................ S6,325,OOO.00 S6,3lS.ooo.oo TO'll Underwriter's Ob::ount (O.SOOibl........_.............___._...... Bid (9B.500'Al..............._....._....................................._..................... 5(31,6%1.&4) 6,293,378.16 Total Plln:lw< I'ri<c........................_......._............._...................... 56,29',:171.16 I30nd Year 001lars........................................................._....._.._........ Avtrage Ufc..._................................._............_...._.......__.......~....... Avenge Coupon.......__...__..........__._...._.....,................._....____ $65,550.28 10.411 V.... 5.1500ooO'J(, Net Inte.... Cost (NlCl...................................................................... 5.1910201" TNe Interest ColI mCl..._................................................................ 5.1I:H3U" ! '-M ~ HOUCH 4 CO. .. CC ro. . MWnil:duf-CIJLFB//ZE-CO DSRF '.26-00 FINAL. S/NGU I'UR/'OSE 6/26/2000 2:S!J I'M ;;'JiC hllAnCl: -j' ~c2 .t.Y""~U'''''''''. _....~. .&.\,I.v.., 1"A4 l~rOO""Oo",~ ".&.&.O",J.n.w. n. u........;IIU... ......... Nj FINAL } em OF GULF BREEZE, nOlUDA Cl7Y OF M/AMJ BEACH, fZ (GENERAL OB1JGATJON BONDS.. DSRF) DEBT SERVICE SCHEDULE Date PrinciPII eo.pan Intere$t TCItlI'''1 nsCAL TOTAl 710312000 - . . . . 12101/2000 . .. 135,914.51 133,914.31 13S,914.31 "0112001 . . 162,861.75 16l,866.75 . 1210112001 . . 162,868.75 162,868.75 325,737.50 610112002 . . 16l,868.75 162,868.75 - 12/01/2002 - . 162,868.75 162,861.75 325,737.50 610112003 . . 162,865.73 162,568.75 . 12/01/2003 - . 162,861.75 162,861." 325,7S7.50 6/0112004 .. . 162,868.75 162,861.75 - 1210\1200. . . 162,8&&.7:5 162,861.78 525,737.50 610112005 . 162,868.75 162,161.75 . 12I011l005 - . 162,568.75 162,561.75 325,757.50 "0112006 . . 162,561.75 162,861.75 . HI01l2006 . . 162,566.75 162,868.75 525,737.50 610112007 - . 162,568.75 162,861.75 . 12/01/l007 . . 162,568.75 16l,861.75 325.737.50 6/0lf2oo8 . . 162,861.75 162,868.73 . 12/0112001 . . 162,861.75 162,566.75 325,7S7.50 6/0lflOOS - . 162,868.75 162,866.75 . 12/01/2009 - . 162,861.75 162,868.75 3l5,757.50 6101/2010 . . 162,866." 162,666.75 . 1210112010 6,323,000.00 5.15016 162,561.75 6,487,868.75 6,650,737.'0 Total 6,325,000.00 3,391,269.31 9,7\6,289.51 . YlD.D STATlsnCS Ilond Ycar 0011s..................................._.....................__......................................._..._..._........................ ^Y'tragcUtc..................................____..................................................................._......._............................ ^vc:ra~:CO\lpon............................................................................................................................................. S65,850.28 10.411 Ycan 5.1500000% Net lnttrest Cost CNIC) ................................................................................................................................... True 11'1tC:l'I:,sl Con mC)...................................................................."............................................................ t,!c)na )',etcl for Arl:litragc: P'I.l.rpollC.s................,............................................................................................... All fl\~lwivc: Colt (AlC}................................."................................................__............................................. 5.1910l01'" 5.1I34322'" 5.1505886% 5.2134322"" IllS FORM 8038 Net lnterest Cost............................................,...................._............,...,......................................,................... 5.1500000'9(. v,.'~iShtc:d Average lII\atu.rity..............................,................................,......".................................................. JO.-41 t Years WlLLlM! II. HOUCH.t CO. . CG Pwblic J"intl.J1U Fife " MiJunjbch.sf-GULFB/IZE-GO DSRF 6-26-00 F1JVAL. Sll'IGU 1'CJRIOSC fi/Z6/ZOOO z:sn'M rase 3 ~) /~} ".._......._ .~. ............._ ....v. IIlrJU",O fIlW. em OF GULF BREEZE, nolUDA CITY OF MIAMi BEACH, II (GENERAL OBLJGATlON BONDS.. DSRF) SUMMARY OF UNDERWRITI:R'S DISCOUNT ~t\lrit). Concession + T.kcdoWll. .. Total lssu,anr;c Vahle Total TabcIown lU01l2010 . 0.315% 0.375l1> 6,323.000.00 25,711.15 Tolal .. .. .. 6,325.000.00 23,718,15 UNDERWRITlNG & ISSUANCE EXFtNSt5 Total ManaS,....nt Feel (0.045%)........................................_............................_........................_._....._ Tolal AVe'"g' Takedo"",, (0.315%1..............._......................__.........................................................,...... Total Underwriters !x_ (0.08Z"I...........................__............................................................_..._ 52,119.75 S25,11I." 55,113." TOTAl. UNOElWUTlNG SPUAO (0.50016)............................................................................................. S31,62U4 "'7UL<M J!I. HOUGH ~ CO. .. 0:; Public FinMa Iik = Mjamilxh.sf.GULFBIIZE-<;O DS1IF &.26-00 F1NAJ.. SlNGU I'U>>OSE G/;ZG/2000 2:39 I'M i ) rage . t") :J .;' \~~./ , fIlIAL em Of GULF BREEZE, fLOlUDA CITY OF MIAMI BEACH, FL (GENERAL OBLiGATION BONDS. DSRFJ DETAIL OF UNDERWRITER'S DISCOUNT oat<<! 07/03/2QOO Delivtn4 07/03/2000 UNOERWlUm'S t.'O'EN5IS DtTAlL Underwri..,.. CooNeI (0.036"l..._........_...._...................._..............................._. 52,261.12 Day lean InlCt<Sl (0.003%1........................................................................._...,........ 5173.14 DTC,PSA 10.006')61_............_................................_............................._..._._........... 537'.50 CUSIP (0.001 "1....................._...._............_........_......................._............................ 341.75 Clearanct (0.012"1......_........................_...._........................._.........._.................. 575'.00 Com",onicariona aN! txpenso& (O.OOI"l..................................._.................._..., 5521.11 Travel 10.017"1........................._..._........._..........._.........__...........,._................__ 51 ,0'3.63 TOTAl........................_...__................................................................._................ S3,1&3.34 WILLIAM R. HOUGH 4 CO. - CG /'IJbJi< Fl>>ut<<: SKU-C.o DSRF /;.2/;0(I0 FIN.4L- SlNGIL I'U1II'OSE /;/2(;/2000 2:38 I'M !'aI'S .,- ,', I..;..) --..:.....~ , I ). o FINAl. ::'..~ -\ ;0 em OF GULF BREEZE, FLOlUDA CITY OF M1AMI BEA~ FL ($36.325 MlLIJON iN GENERAL OBLiGATION BONDS, SERiES 1985 B + E) PROJECT SUMMARY D.1ClI 07/03/2000 Dclivored 07/05/2000 SOU1CES AND USES OF JUNDS TOTAl. BOND nJND5 EQIJ1T\' COI'I\'. Par AlnOUl'lf or 1ondI......_................._....._.__.._.__.......................................... $36,325,000.00 336,325,000,00 .. Planned Gulf 8nt:ZC Equity Contribution for S30M l..oan._........................._ 533,028.29 - 535,oZUS l'lI""td C.1f 8..... Eqwty Contnbution for 56.325M D5U Loln.............. 31,62\.&4 - 31,621.14 TOTAl. SOUJlCES.._........,............_...............,............................................._....... 536,891,650.13 536,323,000.00 5566,650.13 T.,..\ Undcrwrite(' Dioco1Inl (0.582")..__......"..........._....._........_.......... 5211,662.14 . 5211,662.14 CoIU of 1..."""...._......__.,.,___.....__.....__...................._......_.......... 30,000,00 30,000.00 .. C..... Bond Ins...n.. Promium I 70.0 bpl..........,....___........_.....,........... 554,917.29 .. 35.,987.29 DeposltlO frojcct ConstNctlon rund"__..._......................_._........_.......... 29,970,000.00 29,970,000.00 .. Depc7'itlO DSR Fond.............................................,................._........................., 6,325.000.00 6,325,000.00 . TOTAl. USES............................................__..............._................_..._................ 536,8S1,650.13 $56,325,000.00 5566,650.13 Wll.LlAM R. HOUGH of CO. . CC; fubl~ /'inMrCe (1/26/2000 ~1 ..____._ __0 ___ __ __' .. !1. ~ , 't .. . . o . Gulf Breeze Loan Miami Beach.. $36,325,000 GO S 4.0198 S 146,018.75 Mana". ~ee 1.0000 36.325.75 Expenseo 0.80l1 29,318,34 Tolal Spread S 5.8269 S 211,662.84 ;::."~ o _vu... 6/26/00