R-1227-13 RESOLUTION NO. 1227-13
A RESOLUTION OF MIAMI SHORES VILLAGE, FLORIDA, AUTHORIZING
THE ISSUANCE OF ITS REFUNDING GENERAL OBLIGATION BOND,
SERIES 2013 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,300,000
TO REFUND AN OUTSTANDING LOAN, AS MORE FULLY DESCRIBED
HEREIN; AUTHORIZING THE PRIVATE NEGOTIATED SALE OF THE BOND
TO STI INSTITUTIONAL & GOVERNMENT, INC. PURSUANT TO TlIE
TERMS AND CONDITIONS OF A LOAN AGREEMENT WITH THE FLORIDA
MUNICIPAL LOAN COUNCIL, MIAMI SHORES VILLAGE, FLORIDA AND
STI INSTITUTIONAL & GOVERNMENT, INC.; APPROVING THE
EXECUTION AND DELIVERY OF SAID LOAN AGREEMENT; MAKING
SUCH DETERMINATIONS AS ARE REQUIRED TO AFFORD THE BOND
"BANK QUALIFIED" STATUS; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE BOND; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, participating governmental units have created the Florida Municipal Loan
Council (the "Council') pursuant to a certain Interlocal Agreement and pursuant to Chapter
163, Part I, Florida Statutes, for the purpose of issuing its bonds to make loans to participating
governmental units for qualified projects; and
WHEREAS, Miami Shores Village, Florida (the "Issuer") is a municipal corporation duly
created and existing pursuant to the Constitution and laws of the State of Florida; and
WHEREAS, on September 1, 1998, the qualified electors of the Issuer approved by bond
referendum the loan previously undertaken from the Council by the Issuer dated as of April 1,
1999 (the "Refunded Loan") to finance a new aquatic facility and demolition or renovation of
certain existing facilities(collectively, the "Project").
WHEREAS, the Issuer finds and declares that there is a substantial need for the
refinancing of qualifying projects permitted by the Constitution and laws of the State of Florida;
and
WHEREAS, it is determined that a need exists by the Issuer to refinance the Refunded
Loan, through the issuance of its not to exceed $2,300,000 Refunding General Obligation Bond,
Series 2013 (the 'Bond") secured by a Loan Agreement among the Issuer, the Council and STI
Institutional & Government, Inc. (the "Loan Agreement") for refinancing of the Refunded Loan
in substantially the form attached hereto as Exhibit A;and
WHEREAS, the Issuer determined that it is necessary and desirable and in the best
interest of the inhabitants of the Issuer to refinance the Refunded Loan in order to achieve debt
service savings; and
WHEREAS, debt service on the Bond will be secured by the ad valorem taxes levied
upon the assessed property within the jurisdiction of the Issuer (the "Ad Valorem Revenues");
and
WHEREAS, Article VII, Section 12 of the Florida Constitution provides that
municipalities may issue bonds payable from ad valorem taxation without approval by a vote
of the electors to refund outstanding bonds and interest and redemption premiums thereon if
such refunding bonds are issued at a lower net average interest cost rate than that which is
calculated respecting the refunded bonds; and
WHEREAS, Sections 132.33 through 132.47, Florida Statutes, as amended, set forth
certain requirements which must be met prior to the issuance of the Bond;and
WHEREAS, the Issuer is authorized under the Chapter 166, Part 11, Florida Statutes, and
Chapter 132, Florida Statutes, to issue refunding bonds and to deposit the proceeds thereof in
escrow to provide for the payment when due of the principal of, interest on and redemption
premiums,if any, in connection with the Refunded Loan; and
WHEREAS, the Bond to refund the Refunded Loan shall only be issued at a lower
average net interest cost rate than the average net interest cost rate of the Refunded Loan and
the rate of interest borne by the Bond shall not exceed the maximum interest rate established
pursuant to the terms of Section 215.84, Florida Statutes. It is estimated that the present value of
the total debt service savings anticipated to accrue to the Issuer from the issuance of the Bond,
calculated in accordance with Section 132.35(2), Florida Statutes, shall be at least 3.0% of the
aggregate principal amount of the Refunded Loan; and
WHEREAS, the principal amount of the Bond to be used to refund the Refunded Loan
shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded
Loan that is outstanding on the date of issuance of the Bond, the aggregate amount of
unmatured interest payable on the Refunded Loan to and including the date that they are called
for redemption, the applicable redemption premiums related to the Refunded Loan that are
called for redemption, and the costs of issuance of the Bond all in accordance with Section
132.35, Florida Statutes;and
WHEREAS, the sum of the present value of the total payments of both principal and
interest to become due on the Bond (excluding all such principal and interest payments as will
be made with moneys held by the Escrow Holder (as hereinafter defined) under the Escrow
Deposit Agreement (as hereinafter defined) allocated to the refunding of the Refunded Loan)
and the present value of costs of issuance of the Bond, if any, not paid with proceeds of the
Bond, will be less than the present value of the principal and interest payments to become due
at their stated maturities,or earlier mandatory redemption dates, on the Refunded Loan; and
WHEREAS, the first and last installment of principal of the Bond shall mature not later
than the date of the first and last stated maturity of the Refunded Loan occurring after the
issuance of the Bond; and
WHEREAS, the Bond shall not be issued until such time as the Finance Director of the
Issuer shall have filed a certificate with the Village Council setting forth the present value of the
total debt service savings which will result from the issuance of the Bond to refund the
Refunded Loan, computed in accordance with the terms of Section 132.35, Florida Statutes, and
demonstrating mathematically that the Bond is issued at a lower net average interest cost rate
than the Refunded Loan;and
WHEREAS, ad valorem taxes levied by the Issuer should be sufficient to pay all
principal of and interest and redemption premium, if any, on the Bonds to be issued hereunder,
as the same become due and payable, and to make all required deposits or payments required
by this Resolution; and
WHEREAS, the Village Council has determined that it is necessary and desirable to
borrow funds to refinance the Refunded Loan and received proposals from a number of
financial institutions in response to the Issuer's request for proposals dated January 11, 2013;
and
WHEREAS, it is hereby found, determined and declared that a negotiated sale of the
Bond to STI Institutional&Government, Inc., a SunTrust Company(the "Lender"), is in the best
interest of the Issuer because a privately placed bank loan and consequent impact of duration of
maturity of the Bond will save the Issuer considerable time and expense as compared to selling
the Bond in a public sale; and
WHEREAS, it is hereby ascertained, determined and declared that it is in the best
interest of the Issuer to authorize the Village Manager or the Finance Director to accept the offer
from the Lender to purchase the Bond at a private negotiated sale upon the terms and
conditions set forth in the Loan Agreement and in the commitment submitted by the Lender for
the purchase of the Bond, a copy of which is attached hereto as Exhibit D (the "Commitment");
and
WHEREAS, the Lender will provide to the Issuer, prior to the sale of the Bond, a
disclosure statement regarding the Bond containing the information required by Section
218.385(6),Florida Statutes; and
WHEREAS, the principal of, redemption premium, if any, and interest on the Bond shall
be paid from Ad Valorem Revenues. The Bond shall constitute a direct obligation of the Issuer
and a pledge of its full faith, credit and taxing power.
NOW THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF MIAMI
SHORES VILLAGE, FLORIDA, as follows:
SECTION 1. AUTHORITY. This Resolution is adopted pursuant to the Florida
Constitution; Chapter 166, Florida Statutes; the Charter of the Issuer; and other applicable
provisions of law.
SECTION 2. AUTHORIZATION OF THE BOND. Subject and pursuant to the
provisions of this Resolution, an obligation of the Issuer to be known as "Miami Shores Village,
Florida, Refunding General Obligation Bond, Series 2013" is hereby authorized to be issued
under this Resolution and secured by the Loan Agreement in the principal amount of not to
exceed $2,300,000, for the purposes of refunding the Refunded Loan and paying the transaction
costs associated with the Bond.
SECTION 3. AUTHORIZATION OF THE REFINANCING. The refinancing of the
Refunded Loan is hereby authorized.
SECTION 4. NEGOTIATED SALE. Because of the characteristics of the Bond,
prevailing market conditions, the ability of the Issuer to access direct purchase with the Lender
and for the Issuer to receive the benefits of lower interest rates and issuance costs, it is hereby
determined that it is in the best interest of the Issuer to accept the offer of the Lender to
purchase the Bond at a private negotiated sale. Prior to the issuance of the Bond, the Issuer
shall receive from the Lender a Purchaser's Certificate, the form of which is attached hereto as
Exhibit B and the Disclosure Letter containing the information required by Section 218.385,
Florida Statutes, a form of which is attached hereto as Exhibit C.
SECTION 5. BOND AMOUNT. The amount of the Bond shall not exceed $2,300,000.
The Bond shall be made as a tax-exempt borrowing, which shall include costs of issuance
incurred by the Issuer, the Council, the Florida League of Cities, Inc. administrative fees and
other ongoing costs, and shall bear interest and shall be repayable according to the terms and
conditions set forth in the Loan Agreement with such changes, insertions and omissions as may
be approved by the Mayor or Vice Mayor. The redemption provisions, if any, relating to the
Bond shall be as provided in the Loan Agreement.
SECTION 6. TERMS OF THE BOND. The Village Manager is hereby authorized to
award the sale of the Bond on his determination that the Commitment is within the following
parameters: (i) the refunding of that portion of the Refunded Loan to be refunded by the Bond
shall provide the Issuer with a net present value savings of not less than 3% of the par amount
of the Refunded Loan so refunded, (ii) the final maturity shall not be later than April 1, 2029,
(iii) the interest rate of the Bond will not exceed 2.49%, and (iv) the principal amount shall not
be in excess of the amount necessary to defease and redeem the Refunded Loan to be refunded
plus costs of issuing the Bond.
SECTION 7. APPROVAL OF LOAN AGREEMENT. The Village Manager, as attested
by the Village Clerk, or any other appropriate officers of the Issuer are hereby authorized and
directed to execute and deliver the Loan Agreement to evidence the Bond, to be entered into by
and among the Issuer, the Lender and the Council in substantially the form attached hereto as
Exhibit A with such changes, insertions and omissions as may be approved by the Village
Manager, the execution thereof being conclusive evidence of such approval.
SECTION 8. OTHER INSTRUMENTS. The Village Manager, the Village Clerk, the
Finance Director and other officers of the Issuer, attorneys and other agents and employees are
hereby authorized to perform all acts and things required of them by this Resolution and the
Loan Agreement or desirable or consistent with the requirements hereof for the full, punctual
and complete performance of all of the terms, covenants and agreements contained in the Bond,
this Resolution and the Loan Agreement and they are hereby authorized to execute and deliver
all documents which shall be required by Bond Counsel, the Council or the Lender to effectuate
the sale of the Bond. All action taken to date by the officers, attorneys and any other agents and
employees of the Issuer in furtherance of the issuance of the Bond is hereby approved,
confirmed and ratified.
SECTION 9. ADDITIONAL INFORMATION. The Bond and Loan Agreement shall not
be executed and delivered unless and until the Issuer has received all information required by
Section 218.385, Florida Statutes.
SECTION 10. PAYMENT OF PRINCIPAL AND INTEREST; GENERAL OBLIGATION.
The Issuer promises that it will promptly pay the principal of and interest on the Bond and all
other amounts due under the Loan Agreement at the place, on the dates and in the manner
provided in the Loan Agreement according to the true intent and meaning hereof and thereof.
The full faith, credit and resources of the Issuer shall be and are hereby pledged for the full and
prompt payments of the principal, interest and redemption premiums, if any, and the direct
annual tax hereinbefore provided to pay the Bond shall be levied upon all taxable real property
within the Village, except property of such nature as may be exempt from taxation under the
provisions of the Constitution and laws of the State of Florida which are in force and effect at
the time of the issuance of the Bond. Provision shall be included and made in the annual
budget and tax levy for the levy of the taxes hereinbefore provided. Whenever the Issuer shall,
in any year in which the Bond is outstanding, have irrevocably deposited any monies derived
from sources other than the aforementioned property tax, said property tax may be
correspondingly diminished; but any such diminution must leave available an amount of such
taxes, after allowance for anticipated delinquencies in collection, fully sufficient, with such
monies so deposited from other sources, to assure the prompt payment of principal, interest
and redemption premiums, if any, falling due prior to the time that the proceeds of the next
annual property tax levy will be available.
SECTION 11. SECTION 265 DESIGNATION OF THE BOND. The Issuer hereby
designates the Bond in the amount which is issued hereunder, which shall be an amount not to
exceed $10,000,000 (which together with any previous tax-exempt debt of the Issuer issued in
the calendar year 2013 totals less than $10,000,000) as a "qualified tax-exempt obligation" for
purposes of section 265(b)(3)(B)(i) of the Internal Revenue Code of 1986, as amended. There are
no entities which are subordinate to and which issue obligations on behalf of the Issuer. The
Issuer hereby covenants and agrees not to take any action or to fail to take any action if such
action or failure would cause the Bond to no longer be a "qualified tax-exempt obligation."
SECTION 12. EFFECTIVE DATE. This Resolution shall take effect immediately upon its
adoption.
Adopted this 19th day of February, 2013.
MIAMI SHORES VILLAGE, FLORIDA
By:
V�Ce,,Mayor , Hunt Davis
(SEAL)
ATTEST:
By: /(J m
Village Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:
Village Attorney
EXHIBIT A
FORM OF LOAN AGREEMENT
LOAN AGREEMENT
By and Among
STI INSTITUTIONAL &GOVERNMENT, INC.,
FLORIDA MUNICIPAL LOAN COUNCIL,
and
MIAMI SHORES VILLAGE, FLORIDA
Dated as of February 1, 2013
This Instrument Prepared By:
JoLinda Herring,Esquire
Bryant Miller Olive P.A.
SunTrust International Center
1 SE 3rd Avenue,Suite 2200
Miami,FL 33131
and
Grace E.Dunlap,Esquire
Bryant Miller Olive P.A.
One Tampa City Center,Suite 2700
Tampa,Florida 33602
TABLE OF CONTENTS
Pa e
ARTICLEI-DEFINITIONS..................................................................................................................2
SECTION 1.01. Definitions...............................................................................................................2
SECTION 1.02. Uses of Phrases.......................................................................................................6
ARTICLE II-REPRESENTATIONS, WARRANTIES AND COVENANTS OF
BORROWERAND COUNCIL.......................................................................................6
SECTION 2.01. Representations,Warranties and Covenants.....................................................6
SECTION 2.02. Covenants of Borrower and the Council............................................................9
SECTION 2.03. Borrower Payments............................................................................................. 12
SECTION2.04. Refunding.............................................................................................................. 12
ARTICLE III-THE LOAN AND THE BOND .................................................................................13
SECTION 3.01. Bond Issuance and the Loan............................................................................... 13
SECTION3.02. Evidence of Loan.................................................................................................. 13
SECTION 3.03. Purchase of Bond.................................................................................................. 13
SECTION 3.04. Description of the Bond....................................................................................... 13
ARTICLE IV-LOAN TERM AND LOAN CLOSING REQUIREMENTS...................................13
SECTION 4.01. Commencement of Loan Term.......................................................................... 13
SECTION 4.02. Termination of Loan Term.................................................................................. 13
SECTION 4.03. Loan Closing Submissions.................................................................................. 14
SECTION 4.04. Administration Fee.............................................................................................. 14
ARTICLE V-LOAN REPAYMENTS................................................................................................15
SECTION 5.01. Payment of Loan Repayments........................................................................... 15
SECTION 5.02. Payment of Additional Payments..................................................................... 15
SECTION 5.03. Obligations of Borrower Unconditional........................................................... 16
SECTION5.04. Prepayment........................................................................................................... 16
SECTION 5.05. Adjustment to Rate of Interest........................................................................... 16
ARTICLE VI-[RESERVED].................................................................................................................16
ARTICLEVII-DEFEASANCE...........................................................................................................16
SECTION 7.01. Defeasance of the Loan Agreement................................................................... 16
ARTICLE VIII-ASSIGNMENT AND PAYMENT BY THIRD PARTIES....................................17
SECTION 8.01. Assignment by Borrower.................................................................................... 17
SECTION 8.02. No Partnership,etc............................................................................................... 17
ARTICLE IX-EVENTS OF DEFAULT AND REMEDIES..............................................................18
i
EXHIBIT A
OPINION OF BORROWER'S COUNSEL
[Letterhead of Counsel to Borrower]
February 2013
Florida Municipal Loan Council
c/o Florida League of Cities, Inc.
Tallahassee, Florida
Bryant Miller Olive P.A.
Tampa, Florida
STI Institutional&Government, Inc.
Miami, Florida
Re: $2,274,000 Miami Shores Village, Florida Refunding General Obligation Bond, Series
2013 (the "Bond")
Ladies and Gentlemen:
I am counsel to Miami Shores Village, Florida (the "Borrower"), and have been
requested by the Borrower to give this opinion in connection with the Borrower's refinancing of
a loan previously undertaken from the Florida Municipal Loan Council (the "Council") to the
Borrower dated as of April 1, 1999 (the "Refunded Loan") as defined in the Loan Agreement,
dated as of February 1, 2013 (the "Loan Agreement"), among the Council, the Borrower and STI
Institutional & Government, Inc. (the "Purchaser"). The Bond is issued by the Borrower
pursuant to Chapter 166, Part II, Florida Statutes, Resolution 2013- adopted by the Village
Council of Miami Shores Village, Florida on February 19, 2013 (the "Resolution") and all other
applicable provisions of law. All terms not otherwise defined herein shall have the meanings
ascribed thereto in the Loan Agreement.
In rendering this opinion, we have examined such proceedings and records of the
Borrower and made such inquiry of officials of the Borrower as we deem necessary. Based on
A-1
such review, and such other considerations of law and fact as we believe to be relevant, we are
of the opinion that:
(a) The Borrower is a municipality duly organized and validly existing under the
Constitution and laws of the State of Florida and under the provisions of the Constitution and
laws of the State of Florida. The Borrower has the legal right and all requisite power and
authority to issue the Bond, to enter into the Loan Agreement, to pledge the Ad Valorem
Revenues, to adopt the Resolution and to consummate the transactions contemplated thereby
and otherwise to carry on its activities and own its property.
(b) The Borrower has duly authorized, executed and delivered the Resolution, the
Loan Agreement, the Bond, the Escrow Deposit Agreement and such instruments are legal and
binding obligations of the Borrower enforceable against the Borrower in accordance with their
terms, except to the extent that the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors' rights
heretofore or hereafter enacted and that their enforcement may be subject to the exercise of
judicial discretion in accordance with general principles of equity, and to the sovereign police
powers of the State of Florida and the constitutional powers of the United States of America.
(c) The execution and delivery of the Resolution and the Loan Agreement, the
consummation of the transactions contemplated thereby, the issuance of the Bond, the financing
of the Refunded Loan and the fulfillment of or compliance with the terms and conditions of the
Loan Agreement do not and will not conflict with or result in a material breach of or default
under any of the terms, conditions or provisions of any agreement, contract or other instrument,
or law, ordinance, regulation, or judicial or other governmental order, to which the Borrower is
now a party or its properties is otherwise subject or bound, and the Borrower is not otherwise in
violation of any of the foregoing in a manner material to the transactions contemplated by the
Loan Agreement.
(d) There is no litigation or legal or governmental action, proceeding, inquiry or
investigation pending or, to the best of our knowledge, threatened by governmental authorities
or to which the Borrower is a party or of which any property of the Borrower is subject, which
has not been disclosed in writing to the Council and the Purchaser and which, if determined
adversely to the Borrower, would individually or in the aggregate materially and adversely
affect the validity, the enforceability of, or the financing contemplated by, the Loan Agreement.
(e) All approvals, consents, authorizations and orders of any governmental
authority or agency having jurisdiction in any matter which would constitute a condition
precedent to the performance by the Borrower of its obligations under the Loan Agreement
have been obtained and are in full force and effect and the Borrower has complied with all
A-2
conditions precedent to the issuance of the Bond contained in the resolutions and ordinances of
the Borrower, in particular the Resolution.
(f) The Borrower is lawfully empowered to provide funds to refund the Refunded
Loan and to pay associated costs of issuance and to pledge the Ad Valorem Revenues in the
manner and to the extent described in the Resolution and Loan Agreement for payment of the
principal of and interest on the Bond as the same becomes due and payable.
(g) The Resolution is in full force and effect and has not been amended,
supplemented or repealed as of the date hereof.
Very truly yours,
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SECTION 9.01. Events of Default Defined................................................................................... 18
SECTION 9.02. Notice of Default.................................................................................................. 19
SECTION 9.03. Remedies on Default............................................................................................ 19
SECTION 9.04. No Remedy Exclusive;Waiver,Notice.............................................................20
SECTION 9.05. Application of Moneys........................................................................................20
SECTION 9.06. Acceleration;Rescission and Annulment.........................................................20
ARTICLE X-MISCELLANEOUS......................................................................................................20
SECTION10.01. Notices..................................................................................................................20
SECTION 10.02. Binding Effect......................................................................................................21
SECTION10.03. Severability..........................................................................................................21
SECTION 10.04. Amendments,Changes and Modifications...................................................21
SECTION 10.05. Execution in Counterparts................................................................................21
SECTION 10.06. Applicable Law...................................................................................................21
SECTION 10.07. Benefit of Bondholders......................................................................................21
SECTION 10.08. Consents and Approvals...................................................................................22
SECTION 10.09. Immunity of Officers,Employees and Members of Council and
Borrower..............................................................................................................22
SECTION10.10. Captions...............................................................................................................22
SECTION 10.11. No Pecuniary Liability of Council...................................................................22
SECTION 10.12. Payments Due on Holidays..............................................................................22
SECTION 10.13. Calculations.................................................................................................... 22
SECTION 10.14. Time of Payment................................................................................................22
SECTION 10.15. Applicable Law;Venue.....................................................................................22
SECTION 10.16. Waiver of Jury Trial...........................................................................................23
EXHIBIT A:OPINION OF BORROWER'S COUNSEL
EXHIBIT B: FORM OF BOND
ii
LOAN AGREEMENT
This Loan Agreement (the "Loan Agreement") dated as of February 1, 2013 and entered
into among STI INSTITUTIONAL & GOVERNMENT, INC, a Delaware corporation and its
assigns (the "Purchaser"), the FLORIDA MUNICIPAL LOAN COUNCIL (the "Council"), a
separate legal entity and public body corporate and politic duly created and existing under the
Constitution and laws of the State of Florida, and the MIAMI SHORES VILLAGE, FLORIDA
(the "Borrower"), a duly constituted municipality under the laws of the State of Florida.
WITNESSETH:
WHEREAS, pursuant to the authority of the hereinafter defined Act, the Council desires
to assist the Borrower in participating in a program to provide a loan for the amount necessary
to enable the Borrower to finance the cost of the Refunded Loan, as hereinafter defined; and
WHEREAS, the Borrower desires the Council facilitate the purchase of the Bond by the
Purchaser, which is issued by the Borrower, and to borrow such amount subject to the terms
and conditions of and for the purposes set forth in this Loan Agreement;and
WHEREAS, the Council is a separate legal entity and public body corporate and politic
duly created and existing under the laws of the State of Florida (the "State") organized and
existing under and by virtue of the Interlocal Agreement among initially, the City of DeLand,
Florida, the City of Rockledge, Florida and the City of Stuart, Florida, as amended and
supplemented, together with the additional governmental entities who become members of the
Council, in accordance with Chapter 163, Part 1, Florida Statutes, as amended (the "Interlocal
Act");and
WHEREAS, the Council has determined that there is substantial need within the State
for a financing program (the "Program") which will provide or otherwise arrange for funds for
qualifying projects for participating local governments; and
WHEREAS, the Council has determined that the public interest will best be served and
that the purposes of the Interlocal Act can be more advantageously obtained by the Council's
administering a loan program with funds provided by the Purchaser in order to loan funds and,
in this particular instance, to loan funds to the Borrower to refinance the Refunded Loan
secured the Bond, as hereinafter defined, issued by the Borrower; and
WHEREAS, the Borrower is authorized under and pursuant to the Act, as amended, to
enter into this Loan Agreement for the purposes set forth herein; and
WHEREAS, the Council and the Borrower have determined that the lending of funds by
the Purchaser to the Borrower pursuant to the terms of this Loan Agreement will assist in the
development and maintenance of the public welfare of the residents of the State and the areas
1
served by the Borrower, and shall serve a public purpose by improving the health and living
conditions, and providing adequate governmental services, facilities and programs and will
promote the most efficient and economical development of such services, facilities and
programs in the State;and
WHEREAS, neither the Council, the Borrower nor the State or any political subdivision
thereof (other than the Borrower to the extent of its obligations under this Loan Agreement),
shall in any way be obligated to pay the principal of, premium, if any, or interest on that certain
revenue bond of the Borrower designated the "Miami Shores Village, Florida Refunding
Revenue Bond, Series 2013" (the 'Bond") except as stated herein as the same shall become due,
and the issuance of the Bond hereunder shall not directly, indirectly or contingently obligate the
State or any political subdivision or municipal corporation thereof, other than the Borrower, to
levy or pledge any form of ad valorem taxation for their payment, except as provided herein
from the Ad Valorem Revenues of the Borrower and shall be payable by the Borrower from the
funds and revenues pledged under and pursuant to this Loan Agreement; and
WHEREAS, the Purchaser is willing to purchase the Bond from the Borrower as set forth
herein in order to provide the funds to finance the Loan, as hereinafter defined.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions.
Unless the context or use indicates another meaning or intent, the following words and
terms as used in this Loan Agreement shall have the following meanings, and any other
hereinafter defined words and terms, shall have the meanings as therein defined.
"Accountant" shall mean the independent certified public accountant or firm of certified
public accountants at the time employed by the Borrower under the provisions of this Loan
Agreement to perform and carry out the duties imposed on the Accountant by this Loan
Agreement.
"Act" means, collectively, to the extent applicable to the Borrower, Chapter 163, Part I,
Florida Statutes, and Chapter 166, Part II, Florida Statutes, and Chapter 125, Part I, Florida
Statutes,each as amended, and all other applicable provisions of law.
2
{
"Ad Valorem Revenues" means the ad valorem taxes levied upon the assessed property
within the jurisdiction of the Borrower pursuant to the referendum held September 1, 1998,
which was approved by a majority of the votes cast in such bond referendum.
"Additional Payments" means payments required by Section 5.02 hereof.
"Administration Fee" means the fee by that name described in Section 4.04 hereof.
"Authorized Representative" means, when used pertaining to the Council, the
Chairman and/or Vice Chairman of the Council and such other designated members, agents or
representatives as may hereafter be selected by Council resolution; and, when used with
reference to the Borrower, means the person performing the functions of the Mayor or Vice
Mayor thereof or other officer authorized to exercise the powers and performs the duties of the
Mayor; and, when used with reference to an act or document, also means any other person
authorized by resolution to perform such act or sign such document.
'Bond Counsel' means Bryant Miller Olive P.A., or any other nationally recognized
bond counsel acceptable to the Purchaser.
'Bondholder' or "Holder" or "holder of Bond" or "Owner" or "owner of Bond"
whenever used herein with respect to a Bond, means the person in whose name such Bond is
registered.
"Bond" means the $2,274,000 Miami Shores Village, Florida Refunding General
Obligation Bond, Series 2013.
"Bond Year" means a 12-month period beginning on April 2 and ending on and
including the following April 1, except for the first period which begins on February_, 2013.
"Business Day" means any day of the year which is not a Saturday or Sunday or a day
on which banking institutions located in New York City or the State are required or authorized
to remain closed or on which the New York Stock Exchange is closed.
"CAFR" means a Comprehensive Annual Financial Report.
"Certificate," "Statement," "Request," "Requisition" and "Order" of the Borrower mean,
respectively, a written certificate, statement, request, requisition or order signed in the name of
the Borrower by its Mayor, Village Manager or such other person as may be designated and
authorized to sign for the Borrower. Any such instrument and supporting opinions or
representations, if any, may, but need not, be combined in a single instrument with any other
instrument, opinion or representation, and the two or more so combined shall be read and
construed as a single instrument.
3
"Closing" means the closing of the Loan pursuant to this Loan Agreement.
"Code" means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated, proposed or applicable thereunder.
"Commencement Date" means the date when the term of this Loan Agreement begins
and the obligation of the Borrower to make Loan Repayments accrues.
"Counsel" means an attorney duly admitted to practice law before the highest court of
any state and, without limitation, may include legal counsel for the Council, the Purchaser or
the Borrower.
"Council" means the Florida Municipal Loan Council,its successor or assigns.
"Default" means an event or condition the occurrence of which would, with the lapse of
time or the giving of notice or both,become an Event of Default.
"Default Rate" shall have the meaning ascribed to such term in the Form of Bond
attached hereto as Exhibit B.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement which shall be
executed and delivered by and between the Council and the Escrow Holder, which agreement
shall be in substantially the form approved by the Escrow Holder.
"Escrow Holder" shall mean the current trustee for the Refunded Bonds which is a
qualifying bank or trust company and which shall execute the Escrow Deposit Agreement with
the Council prior to the issuance of the Bond.
"Event of Default" shall have the meaning ascribed to such term in Section 9.01 of this
Loan Agreement.
"Fiscal Year" means the fiscal year of the Borrower.
"Governmental Obligations" means direct and general obligations of the United States
of America, or those which are unconditionally guaranteed as to principal and interest by the
same, including interest on obligations of the Resolution Funding Corporation.
"Interest Payment Date" means each April 1 and October 1, commencing October 1,
2013.
"Interest Period" means the semi-annual period between Interest Payment Dates.
"Interlocal Act" means Chapter 163, Part I, Florida Statutes.
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"Interlocal Agreement" means that certain Interlocal Agreement originally dated as of
December 1, 1998, initially among the City of Stuart, Florida, the City of Rockledge, Florida and
the City of DeLand, Florida, together with the additional governmental entities who become
members of the Council, all as amended and supplemented from time to time.
"Loan" means the Loan made to the Borrower from Bond proceeds to refinance the
Refunded Loan in the amount specified in Section 3.01 herein.
"Loan Agreement" means this Loan Agreement and any amendments and supplements
hereto.
"Loan Repayments" means the payments of principal and interest and other payments
payable by the Borrower pursuant to the provisions of this Loan Agreement, including, without
limitation, Additional Payments.
"Loan Term" means the term provided for in Article IV of this Loan Agreement.
"Maturity Date" means April 1,2029.
"Non-Ad Valorem Revenues" means all revenues and taxes of the Borrower derived
from any source whatever other than ad valorem taxation on real and personal property, which
are legally available for Additional Payments.
"Opinion of Bond Counsel" means an opinion by Bond Counsel.
"Opinion of Counsel" means an opinion in writing of a legal counsel, who may, but
need not be, counsel to the Council, the Borrower or the Purchaser.
"Person" means an individual, a corporation, a partnership, an association, a trust or
any other entity or organization including a government or political subdivision or an agency or
instrumentality thereof.
"Principal Payment Date" means April 1, 2014, and thereafter each April 1 through the
Maturity Date.
"Program" means the Council's program of making or arranging for Loans under the
Act for financing or refinancing a qualifying project.
"Program Administrator" means the Florida League of Cities, Inc., a non-profit Florida
corporation.
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"Refunded Bonds" means the Borrower's outstanding loan portion of the Florida
Municipal Loan Council Revenue Bonds, Series 1999A.
"Refunded Loan" shall mean the loan previously undertaken from the Council by the
Borrower dated as of April 1, 1999, to be refinanced through a new financing in order to achieve
savings.
"State" means the State of Florida.
"Village Clerk" means the Village Clerk of the Borrower and any duly authorized
Deputy Village Clerk.
"Village Council" means the governing body of the Borrower.
"Village Manager" means the Village Manager or the Village Manager of the Borrower
and any duly authorized Assistant Village Manager.
SECTION 1.02. Uses of Phrases.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Unless the context shall otherwise indicate, the
words "Bond," "Bondholder," "Owner," and "person" shall include the plural as well as the
singular number, and the word "person" shall include corporations and associations, including
public bodies, as well as persons. All references herein to specific Sections of the Code refer to
such Sections of the Code and all successor or replacement provisions thereto.
ARTICLE II
REPRESENTATIONS,WARRANTIES AND COVENANTS
OF BORROWER AND COUNCIL
SECTION 2.01. Representations, Warranties and Covenants. The Borrower and the
Council represent, warrant and covenant on the date hereof for the benefit of the Purchaser, as
follows:
(a) Organization and Authority. The Borrower:
(1) is a duly organized and validly existing municipality of the State;and
(2) has all requisite power and authority to own and operate its properties
and to carry on its activities as now conducted and as presently proposed to be
conducted.
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(b) Full Disclosure. There is no fact that the Borrower knows of which has not been
specifically disclosed in writing to the Council and the Purchaser that materially and adversely
affects or, except for pending or proposed legislation or regulations that are a matter of general
public information affecting the State of Florida municipalities generally, that will materially
affect adversely the properties, activities, prospects or condition (financial or otherwise) of the
Borrower or the ability of the Borrower to perform its obligations under this Loan Agreement.
The financial statements, including balance sheets, and any other written statement
furnished by the Borrower to the Council and the Purchaser were prepared in accordance with
GAAP as applied to governmental entities. There is no fact known to the Borrower which the
Borrower has not disclosed to the Council and the Purchaser in writing which materially affects
adversely or is likely to materially affect adversely the financial condition of the Borrower, or its
ability to make the payments under this Loan Agreement when and as the same become due
and payable.
(c) Pending Litigation. There are no proceedings pending, or to the knowledge of
the Borrower threatened, against or affecting the Borrower, except as specifically described in
writing to the Council and the Purchaser, in any court or before any governmental authority or
arbitration board or tribunal that, if adversely determined, would materially and adversely
affect the properties, prospects or condition (financial or otherwise) of the Borrower, or the
existence or powers or ability of the Borrower to enter into and perform its obligations under
this Loan Agreement.
(d) Borrowing Legal and Authorized. The execution and delivery of this Loan
Agreement and the consummation of the transactions provided for in this Loan Agreement and
compliance by the Borrower with the provisions of this Loan Agreement:
(1) are within the powers of the Borrower and have been duly and effectively
authorized by all necessary action on the part of the Borrower; and
(2) do not and will not(i) conflict with or result in any material breach of any
of the terms, conditions or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower
pursuant to any indenture, loan agreement or other agreement or instrument (other than this
Loan Agreement) or restriction to which the Borrower is a party or by which the Borrower, its
properties or operations are bound as of the date of this Loan Agreement or (ii) with the giving
of notice or the passage of time or both, constitute a breach or default or so result in the creation
or imposition of any lien, charge or encumbrance, which breach, default, lien, charge or
encumbrance (described in (i) or (ii)) could materially and adversely affect the validity or the
enforceability of this Loan Agreement or the Borrower's ability to perform fully its obligations
under this Loan Agreement;nor does such action result in any violation of the provisions of the
Act, or any laws, ordinances, governmental rules or regulations or court orders to which the
Borrower,its properties or operations may be bound.
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(e) No Defaults. No event has occurred and no condition exists that constitutes an
Event of Default, or which, upon the execution and delivery of this Loan Agreement and/or the
passage of time or giving of notice or both, would constitute an Event of Default. The Borrower
is not in violation in any material respect, and has not received notice of any claimed violation
(except such violations as (i) heretofore have been specifically disclosed in writing to, and have
been in writing specifically consented to by the Purchaser and (ii) do not, and shall not, have
any material adverse effect on the transactions herein contemplated and the compliance by the
Borrower with the terms hereof), of any terms of any agreement or other instrument to which it
is a party or by which it, its properties or operations may be bound, which may materially
adversely affect the ability of the Borrower to perform hereunder.
(f) Compliance with Law. The Borrower is in compliance with all laws, ordinances,
governmental rules and regulations to which it is subject, and which are material to its
properties, operations, finances or status as a municipal corporation or subdivision of the State.
(g) Use of Proceeds.
(1) The Borrower will apply the proceeds of the Loan from the Purchaser
solely for the financing of the cost of the Refunded Loan. If any component of the Refunded
Loan is not paid for out of the proceeds of the Loan at the Closing of the Loan, Borrower shall
on or before February J 2013,pay the remaining cost of the Refunded Loan.
(2) The Borrower understands that the actual Loan proceeds received by it
are less than the sum of the face amount of the Loan. Borrower will be responsible for repaying,
through the Loan Repayments, the Bond issued to fund the Loan, including the portion of the
Bond issued to fund any Loan fee of the Purchaser and other fees and costs of issuing the Bond.
(3) The Borrower covenants that it will make no use of the proceeds of the
Bond which are in its control at any time during the term of the Bond which would cause such
Bond to be an "Arbitrage Bond" within the meaning of Section 148 of the Code.
(4) The Borrower covenants that it shall neither take any action nor fail to
take any action or to the extent that it may do so, permit any other party to take any action
which, if either taken or not taken, would adversely affect the exclusion from gross income for
Federal income tax purposes of interest on the Bond.
(h) Compliance with Interlocal Act and Interlocal Agreement. All agreements and
transactions provided for herein or contemplated hereby by the Council are in full compliance
with the terms of the Interlocal Agreement and the Interlocal Act.
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(i) Other Debt Secured by Ad Valorem Revenues. Other than the Refunded Loan,
which will be redeemed out of the proceeds of the Bond, there are no other debts or obligations
of the Borrower secured by or payable from the Ad Valorem Revenues.
SECTION 2.02. Covenants of the Borrower and the Council. The Borrower and the
Council make the following covenants and representations as of the date first above written and
such covenants shall continue in full force and effect during the Loan Term:
(a) Security for the Loan and Loan Repayment. For the prompt payment of amounts
as required under this Loan Agreement, the full faith, credit and taxing power of the Borrower
are irrevocably pledged. In each year while the Loan is outstanding, there shall be levied and
collected a tax without limitation as to rate or amount on all assessable property within the
Borrower, sufficient in amount to pay the amounts as required under this Loan Agreement, as
the same shall become due, after applying any other funds which the Borrower has available
and has designated for such amounts and which shall actually be so applied. For the payment
of the Additional Payments, the Borrower agrees to budget and appropriate legally available
Non-Ad Valorem Revenues to pay the Additional Payments. Such covenant is subject in all
respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Revenues
heretofore or hereinafter entered into.
(b) Delivery of Information to the Purchaser. The Borrower shall deliver to the
Purchaser and the Council, in printed form, as soon as available and in any event within 240
days after the end of each Fiscal Year the CAFR of the Borrower as of the end of such Fiscal
Year, all as reported on by an Accountant. The Borrower shall deliver to the Purchaser the
Borrower's Annual Budget for each Fiscal Year, within thirty(30) days of adoption.
(c) Information. The Borrower's chief financial officer or other staff of the Borrower
shall discuss the Borrower's financial matters with the Purchaser and provide the Purchaser
with copies of any documents reasonably requested by the Purchaser.
(d) Ad Valorem Revenues. In each fiscal year while the Loan is outstanding there
shall be assessed, levied and collected the ad-valorem tax sufficient in amount to pay the
principal of and interest on the Loan as the same shall become due, after deducting therefrom
any other funds which the Borrower has available and has designated for such principal and
interest payment and which shall actually be so applied.
The Borrower will diligently enforce its rights to receive the ad-valorem tax as provided
by law and will diligently enforce and collect such tax. The Borrower will not take any action
that will impair or adversely affect its rights to levy, collect and receive the tax, or impair or
adversely affect in any manner the pledge made herein, or the rights of the holders of the Bond.
The Borrower will not issue any other debt or obligation secured by or payable from the Ad
Valorem Revenues.
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(e) Further Assurance. The Borrower shall execute and deliver to the Purchaser and
the Council all such documents and instruments and do all such other acts and things as may be
reasonably necessary to enable the Purchaser to exercise and enforce its rights under this Loan
Agreement and to realize thereon, and record and file and re-record and re-file all such
documents and instruments, at such time or times, in such manner and at such place or places,
all as may be reasonably necessary or required by the Purchaser to validate, preserve and
protect the Purchaser's security under this Loan Agreement.
(f) Keeping of Records and Books of Account. The Borrower shall keep or cause to
be kept proper records and books of account, in which correct and complete entries will be
made in accordance with generally accepted accounting principles, consistently applied (except
for changes concurred in by the Borrower's independent auditors) reflecting all of its financial
transactions.
(g) Payment of Taxes, Etc. The Borrower shall pay all legally contracted obligations
when due and shall pay all taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto, and all lawful claims, which, if unpaid, might become a lien or
charge upon any of its properties, provided that it shall not be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith and by appropriate
proceedings, which shall operate to stay the enforcement thereof.
(h) Compliance with Laws, Etc. The Borrower shall comply with the requirements
of all applicable laws, the terms of all grants, rules, regulations and lawful orders of any
governmental authority, non-compliance with which would, singularly or in the aggregate,
materially adversely affect its business, properties, earnings, prospects or credit, unless the
same shall be contested by it in good faith and by appropriate proceedings which shall operate
to stay the enforcement thereof.
(i) Tax-Exempt Status of Bond. The Council and the Borrower understand that it is
the intention hereof that the interest on the Bond not be included within the gross income of the
holders thereof for federal income tax purposes. In furtherance thereof, the Borrower and the
Council each agree that they will take all action within their control which is necessary in order
for the interest on the Bond or this Loan to remain excluded from gross income for federal
income taxation purposes and shall refrain from taking any action which results in such interest
becoming included in gross income.
The Borrower and the Council further covenant that, to the extent they have control over
the proceeds of the Bond, they will not take any action or fail to take any action with respect to
the investment of the proceeds of any Bond, with respect to the payments derived from the
Bond or hereunder or with respect to the issuance of other Council obligations, which action or
failure to act may cause the Bond to be an "arbitrage bond" within the meaning of such term as
used in Section 148 of the Code and the regulations promulgated thereunder. In furtherance of
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the covenant contained in the preceding sentence, the Borrower and the Council agree to
comply with the Tax Certificate as to Arbitrage and the provisions of Section 141 through 150 of
the Code, including the letter of instruction attached as an exhibit to the Tax Certificate,
delivered by Bond Counsel to the Borrower and the Council simultaneously with the issuance
of the Bond, as such letter may be amended from time to time, as a source of guidelines for
achieving compliance with the Code.
(j) Information Reports. The Borrower covenants to provide the Council with all
material and information it possesses or has the ability to possess necessary to enable the
Council to assist the Borrower in the filing of all reports required under Section 149(e) of the
Code to assure that interest paid by the Borrower on the Bond shall, for purposes of the federal
income tax,be excluded from gross income.
(k) Reporting Requirements. The Borrower agrees to provide along with its annual
audited financial statements as described in paragraph (b) above, a certificate of its Village
Manager stating that to the best of its knowledge the Borrower is in compliance with the terms
and conditions of this Loan Agreement, or, specifying the nature of any noncompliance and the
remedial action taken or proposed to be taken to cure such noncompliance.
(1) Covenant to Secure Ad Valorem Revenues. The Borrower covenants to take all
necessary steps to receive the Ad Valorem Revenues and will do nothing to jeopardize its ability
to receive the Ad Valorem Revenues until the Loan is fully repaid within the meaning of Section
5.01 hereof. Further, the Ad Valorem Revenues shall not be subject to repeal or impairment by
any subsequent ordinance, resolution or other proceedings of the governing body of the
Borrower.
(m) Limited Obligations. Anything in this Loan Agreement to the contrary
notwithstanding, it is understood and agreed that all obligations of the Borrower hereunder
with respect to the Additional Payments shall be payable only from Non-Ad Valorem Revenues
budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to
pledge ad valorem taxation revenues or to permit or constitute a mortgage or lien upon any
assets or property owned by the Borrower and no Bondholder or any other person, including
the Council, may compel the levy of ad valorem taxes on real or personal property within the
boundaries of the Borrower, with respect to the Additional Payments. The obligations with
respect to the Additional Payments do not constitute an indebtedness of the Borrower within
the meaning of any constitutional, statutory or charter provision or limitation, and neither the
Purchaser, the Council, or the Bondholders or any other person shall have the right to compel
the exercise of the ad valorem taxing power of the Borrower or taxation of any real or personal
property therein for the Additional Payments by the Borrower of its obligations hereunder.
Except to the extent expressly set forth in this Loan Agreement, this Loan Agreement and the
obligations of the Borrower hereunder shall not be construed as a limitation on the ability of the
Borrower to pledge or covenant to pledge the Non-Ad Valorem Revenues or any revenues or
taxes of the Borrower for other legally permissible purposes. Notwithstanding any provisions
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of this Loan Agreement or the Bond to the contrary, the Borrower shall never be obligated to
maintain or continue any of the activities of the Borrower which generate user service charges,
regulatory fees or any Non-Ad Valorem Revenues or the rates for such services or regulatory
fees. Neither this Loan Agreement nor the obligations of the Borrower hereunder shall be
construed as a pledge of or a lien on all or any legally available Non-Ad Valorem Revenues of
the Borrower, but shall be payable solely as provided in Section 2.02(a) hereof and is subject in
all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare and safety of the inhabitants of the Borrower.
The Council, the Purchaser and the Borrower understand that the amounts available to
be budgeted and appropriated to make Additional Payments hereunder is subject to the
obligation of the Borrower to provide essential services;however, such obligation is cumulative
and would carry over from Fiscal Year to Fiscal Year.
SECTION 2.03. Borrower Payments. Prior to or on each Interest Payment Date and
Principal Payment Date, the Borrower shall pay directly to the Purchaser the Loan Repayments;
provided, however, that prior to or on each Interest Payment Date, the Borrower shall pay the
Loan Repayments directly to the Purchaser via ACH Direct Debit from an account held by the
Purchaser and designated by the Borrower.
SECTION 2.04. Refunding. The Borrower is depositing the proceeds of the Loan as set
forth and as directed by the terms of the Escrow Deposit Agreement, in order to refund the
Refunded Loan. The Borrower covenants that it will direct no other use of the Bond proceeds,
agrees to the disbursement of the Loan proceeds in such manner, and further acknowledges
that the escrow is to be held irrevocably by the Escrow Holder for such purpose.
Notwithstanding the foregoing, prior to depositing the proceeds of the Loan with the
Escrow Holder as set forth and as directed pursuant to this Section 2.04, the Purchaser, for and
on behalf of the Borrower, shall pay to the following person(s) from the proceeds of the Loan,
the amounts listed below from the proceeds of the Loan as follows:
(a) Financial Advisor's fee: $10,000.00;
(b) Purchaser's counsel fee: $4,000.00;
(c) Escrow Agent's fee: $500.00;
(d) Bond Counsel fee(aggregate,plus expenses): $18,500;
(e) Borrower's Counsel fee: $ ; and
(f) Council's Administration fee: $5,000.00.
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The Borrower and the Council hereby consent to and affirm such payments by the
Purchaser and the Purchaser may conclusively rely on such consent.
ARTICLE III
THE LOAN AND THE BOND
SECTION 3.01. Bond Issuance and the Loan. The Council hereby agrees to facilitate
and assist in the making of the loan by the Purchaser to the Borrower and the Borrower hereby
agrees to borrow the sum of $2,274,000.00 from the Purchaser. This amount includes amounts
which the Borrower will use for the cost of the initial issuance of the Bond, as set forth in Section
2.04 above, subject to the terms and conditions contained in this Loan Agreement. The amounts
advanced net of the cost of the initial issuance are to be used by the Borrower for the purposes
of financing the cost of the Refunded Loan in accordance with the provisions of this Loan
Agreement. The Borrower hereby approves the form of Bond attached hereto as Exhibit B and
agrees hereby to issue the Bond to the Purchaser.
SECTION 3.02. Evidence of Loan. The Borrower's obligation hereunder to repay
amounts advanced pursuant to Section 3.01, together with interest thereon, and other payments
required under this Loan Agreement, shall be evidenced by this Loan Agreement.
SECTION 3.03. Purchase of Bond. The Purchaser agrees to purchase the Bond for the
amount of$2,274,000.00, which amount is hereby to be used to fund the Loan to the Borrower.
SECTION 3.04. Description of the Bond. The Bond shall have the terms set forth in the
Form of Bond attached hereto as Exhibit B. There is hereby pledged and assigned all amounts
payable by the Borrower as Loan Repayments to the Purchaser as security for the payment of
the Bond.
ARTICLE IV
LOAN TERM AND LOAN CLOSING REQUIREMENTS
SECTION 4.01. Commencement of Loan Term. The Borrower's obligations under this
Loan Agreement shall commence upon Closing, unless otherwise provided in this Loan
Agreement.
SECTION 4.02. Termination of Loan Term. The Borrower's obligations under this
Loan Agreement shall terminate after payment in full of all amounts due under this Loan
Agreement; provided, however, that all covenants and all obligations provided hereunder
specified to so survive (including the obligation of the Borrower to pay the rebate obligations
owed on the Bond) shall survive the termination of this Loan Agreement and the payment in
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full of principal and interest hereunder. Upon termination of the Loan Term as provided above,
the Council and the Purchaser shall deliver, or cause to be delivered, to the Borrower an
acknowledgment thereof.
SECTION 4.03. Loan Closing Submissions. Concurrently with the execution and
delivery of this Loan Agreement, the Borrower is providing to the Purchaser the following
documents each dated the date of such execution and delivery unless otherwise provided
below:
(a) A certified resolution of the Borrower authorizing the Loan and this Loan
Agreement;
(b) An opinion of the Borrower's Counsel in the form of Exhibit A attached hereto to
the effect that the Loan Agreement is a valid and binding obligation of the Borrower and
opining to such other matters as may be reasonably required by Bond Counsel and the
Purchaser;
(c) A certificate of the officials of the Borrower who sign this Loan Agreement to the
effect that the representations and warranties of the Borrower herein are true and correct;
(d) This executed Loan Agreement;
(d) An executed Escrow Deposit Agreement;
(f) A standard opinion (addressed to the Council, the Purchaser and the Borrower)
of Bond Counsel to the effect that the: (i) bond documents are authorized and enforceable; (ii)
Loan is authorized under the Act and the resolution authorizing this Loan Agreement; (iii)
interest on the Bond is excluded from gross income for purposes of federal income taxation: (iv)
Bond is a "qualified tax-exempt obligation' within the meaning of Section 265(b)(3) of the Code;
and
(g) Such other certificates, documents, opinions and information as the Purchaser or
Bond Counsel may require.
All opinions and certificates shall be dated the date of the Closing.
SECTION 4.04. Administration Fee. In further consideration for the Council's
assistance in connection with the Loan, the Borrower hereby agrees to pay the Council an
administration fee to be collected from the Borrower at the rate of 10/100 of 1% (0.001) with a
minimum fee of$5,000 and a maximum fee of$15,000 with respect to this loan.
ARTICLE V
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LOAN REPAYMENTS
SECTION 5.01. Payment of Loan Repayments. Borrower shall pay all Loan
Repayments in lawful money of the United States of America to the Purchaser, as payment on
the Bond. No such Loan Repayment shall be in an amount such that interest on the Loan is in
excess of the maximum rate allowed by the laws of the State of Florida or of the United States of
America. The Loan Repayments shall equal the principal and interest and any other amounts
due on the Bond, and shall be paid by the Borrower directly to the Purchaser at the times such
amounts are due on the Bond, as set forth on Exhibit B hereto.
SECTION 5.02. Payment of Additional Payments. In addition to Loan Repayments
which are set forth in Section 5.01 hereof, Borrower agrees to pay on demand of the Council or
the Purchaser, the following Additional Payments:
(a) the annual fees or expenses of the Council, if any, including the Administration
Fee and the fees of any provider of arbitrage rebate calculations; the fees of the Program
Administrator.
(b) All reasonable fees and expenses of the Council or Purchaser relating to this
Loan Agreement, including,but not limited to:
(1) the reasonable fees and disbursements of Counsel utilized by the Council
and the Purchaser in connection with the Loan, this Loan Agreement and the enforcement
thereof;
(2) reasonable extraordinary fees of the Purchaser following an Event of
Default hereunder;
(3) all other reasonable out-of-pocket expenses of the Purchaser and the
Council in connection with the Loan, this Loan Agreement and the enforcement thereof,
including, but not limited to, all fees and expenses related to the prepayment, redemption and
defeasance of the Loan and the Bond;
(4) all taxes (including any recording and filing fees) in connection with the
execution and delivery of this Loan Agreement, and all expenses, including reasonable
attorneys' fees, relating to any amendments, waivers, consents or collection or enforcement
proceedings pursuant to the provisions hereof;
(5) any amounts owed to the United States of America as rebate obligations
on the Bond, which obligation shall survive the termination of this Loan Agreement; and
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(6) (i) any and all losses, damages, expenses (including reasonable legal and
other fees and expenses), liabilities or claims(or actions in respect thereof), to which the Council
or the Purchaser may become subject under any federal or state securities laws, federal or state
tax laws, or other statutory law or at common law or otherwise, and (ii) any and all fees and
expenses of any inquiries or audits by any regulatory agencies, caused by or arising out of or
based upon the Loan Agreement, the Bond, the issuance of the Bond or the use of Bond
proceeds.
SECTION 5.03. Obligations of Borrower Unconditional. Subject in all respects to the
provisions of this Loan Agreement, the obligations of Borrower to make the Loan Repayments
required hereunder and to perform and observe the other agreements on its part contained
herein, shall be absolute and unconditional, and shall not be abated, rebated, set-off, reduced,
abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or
to any extent whatsoever, while the Bond remains outstanding or any Loan Repayments remain
unpaid, regardless of any contingency, act of God, event or cause whatsoever. The Borrower
shall pay in full the Loan Repayments and all other payments required hereunder, regardless of
any rights of set-off, recoupment, abatement or counterclaim that Borrower might otherwise
have against the Council, the Purchaser or any other party or parties.
SECTION 5.04. Prepayment. The Borrower may prepay the Loan, in whole or in part
on any Business Day, after five years from the date of issuance of the Bond at a prepayment
price equal to 100% of the principal amount of the Loan or portions thereof to be prepaid,
together with interest accrued to the date of prepayment. The Borrower shall provide written
notice to the Purchaser specifying the amount of the prepayment to be made at least two
Business Days prior to a prepayment.
SECTION 5.05. Adjustment to Rate of Interest. The interest rate on the Bond may be
adjusted,but only as provided in the Bond.
ARTICLE VI
[RESERVED]
ARTICLE VII
DEFEASANCE
SECTION 7.01. Defeasance of the Loan Agreement. This Loan Agreement shall
continue to be obligatory and binding upon the Borrower in the performance of the obligations
imposed by this Loan Agreement and the repayment of all sums due by the Borrower under
this Loan Agreement shall continue to be secured by this Loan Agreement as provided herein
until all of the indebtedness and all of the payments required to be made by the Borrower shall
be fully paid to the Council or the Purchaser, as provided herein, including any fees and
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expenses in connection with such repayment, if any. If, at any time, the Borrower shall have
made provision for payment of, the principal amount of the Loan and shall have paid all
amounts due pursuant to Section 5.02 hereof, then, and in that event, the covenant regarding
the Ad Valorem Revenues and the lien on the revenues pledged, if any, for the benefit of the
holders of the Bond shall be no longer in effect and all future obligations of the Borrower under
this Loan Agreement shall cease. For purposes of the preceding sentence, in order for the
Borrower to have made "provision for payment," the Borrower shall have deposited sufficient
cash and/or Governmental Obligations in irrevocable trust with a banking institution or trust
company acceptable to the Purchaser, for the sole benefit of the Purchaser, the principal and
interest received that will be sufficient (as reflected in an Accountant's verification report) to
make timely payment of the principal, interest and prepayment premiums, if any, on the Bond.
If the Borrower shall make advance payments in an amount sufficient to retire the Bond
of the Borrower, including any accrued interest to the next succeeding redemption date of the
Bond, all future obligations of the Borrower under this Loan Agreement shall cease, including
the obligations under Section 5.02 hereof, except as provided in Section 4.02 hereof.
ARTICLE VIII
ASSIGNMENT AND PAYMENT BY THIRD PARTIES
SECTION 8.01. Assignment by Borrower. This Loan Agreement may not be assigned
by the Borrower for any reason without the express prior written consent of the Purchaser.
SECTION 8.02. No Partnership, etc.. The relationship between the Council, the
Purchaser and the Borrower are solely those of lenders and borrower. Neither the Council nor
the Purchaser has any fiduciary or other special relationship with or duty to the Borrower and
none is created by the Bond documents or Loan documents. Nothing contained in the Bond
documents or Loan documents, and no action taken or omitted pursuant to the Bond
documents or Loan documents, is intended or shall be construed to create any partnership,joint
venture association, or special relationship between the Borrower, the Purchaser and the
Council or in any way make the Council or the Purchaser a co-principal with the Borrower with
reference to the Refunded Loan, or otherwise. In no event shall the Council or Purchaser's
rights and interests under the Bond documents or Loan documents be construed to give the
Borrower or the Purchaser the right to control, or to be deemed to indicate that the Council or
the Purchaser is in control of, the business, properties, management or operations of the
Borrower.
17
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
SECTION 9.01. Events of Default Defined. The following shall be "Events of Default"
under this Loan Agreement and the terms "Event of Default" and "Default" shall mean (except
where the context clearly indicates otherwise), whenever they are used in this Loan Agreement,
any one or more of the following events:
(a) Failure by the Borrower to timely pay any Loan Repayment, when due, so long
as the Bond is outstanding;
(b) Failure by the Borrower to timely pay any other payment required to be paid
hereunder on the date on which it is due and payable, provided the Borrower has prior written
notice of any such payments being due;
(c) Failure by the Borrower to observe and perform any covenant, condition or
agreement other than a failure under (a), on its part to be observed or performed under this
Loan Agreement, for a period of thirty (30) days after notice of the failure, unless the Purchaser
shall agree in writing to an extension of such time prior to its expiration; provided, however, if
the failure stated in the notice can be wholly cured within a period of time not materially
detrimental to the rights of the Council or the Purchaser, but cannot be cured within the
applicable thirty (30) day period, the Purchaser will not unreasonably withhold its consent to an
extension of such time if corrective action is instituted by the Borrower within the applicable
period and diligently pursued until the failure is corrected;
(d) Any warranty, representation or other statement by the Borrower or by an officer
or agent of the Borrower contained in this Loan Agreement or in any instrument furnished in
compliance with or in reference to this Loan Agreement, is false or misleading in any material
respect when made;
(e) A petition is filed against the Borrower under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, and is not dismissed within sixty (60) days of
such filing;
(f) The Borrower files a petition in voluntary bankruptcy or seeking relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents
to the filing of any petition against it under such law;
(g) The Borrower admits insolvency or bankruptcy or its inability to pay its debts as
they become due or is generally not paying its debts as such debts become due, or becomes
18
insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian
(including without limitation a receiver, liquidator or trustee) of the Borrower or any of its
property is appointed by court order or takes possession thereof and such order remains in
effect or such possession continues for more than sixty (60) days;
(h) Default under any agreement to which the Borrower is a party evidencing,
securing or otherwise respecting any indebtedness of the Borrower which is secured by the Ad
Valorem Revenues outstanding;
(i) Any material provision of this Loan Agreement shall at any time for any reason
cease to be valid and binding on the Borrower, or shall be declared to be null and void, or the
validity or enforceability of this Loan Agreement shall be contested by the Borrower or any
governmental agency or authority, or if the Borrower shall deny any further liability or
obligation under this Loan Agreement;or
(j) Final judgment for the payment of money in the amount of $250,000 or more is
rendered against the Borrower, the payment of which would materially adversely affect the
Borrower's ability to meet its obligations hereunder (it being agreed that, if insurance or
adequate reserves are available to make such payment, such judgment would not materially
affect the Borrower's ability to meet its obligations hereunder) and at any time after ninety (90)
days from the entry thereof, unless otherwise provided in the final judgment, (i) such judgment
shall not have been discharged, or (ii) the Borrower shall not have taken and be diligently
prosecuting an appeal therefrom or from the order, decree or process upon which or pursuant
to which such judgment shall have been granted or entered, and have caused the execution of
or levy under such judgment, order, decree or process of the enforcement thereof to have been
stayed pending determination of such appeal.
SECTION 9.02. Notice of Default. The Borrower agrees to give the Purchaser and the
Council prompt written notice if any petition, assignment, appointment or possession referred
to in Section 9.01(e), 9.01(f) or 9.01(g) is filed by or against the Borrower or of the occurrence of
any other event or condition which constitutes a Default or an Event of Default, or with the
passage of time or the giving of notice would constitute an Event of Default, immediately upon
becoming aware of the existence thereof.
SECTION 9.03. Remedies on Default. Whenever any Event of Default referred to in
Section 9.01 hereof shall have happened and be continuing, the Purchaser shall, in addition to
any other remedies herein or by law provided, have the right, at its or their option without any
further demand or notice, to take whatever other action at law or in equity which may appear
necessary or desirable to collect amounts then due and thereafter to become due hereunder or
to enforce any other of its or their rights hereunder. Provided that the Council shall have the
right to take such action as it deems necessary to collect amounts then due or to become due to
the Council.
19
SECTION 9.04. No Remedy Exclusive; Waiver, Notice. No remedy herein conferred
upon or reserved to the Council or the Purchaser is intended to be exclusive 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. No delay or omission to
exercise any right, remedy or power shall be construed to be a waiver thereof, but any such
right, remedy or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Council or the Purchaser to exercise any remedy reserved to it
in this Article IX, it shall not be necessary to give any notice other than such notice as may be
required in this Article IX.
SECTION 9.05. Application of Moneys. Any moneys collected by the Council or the
Purchaser pursuant to Section 9.03 hereof shall be applied (a) first, to pay interest due on the
Loan, (b) second, to pay principal due on the Loan, (c) third, to pay any attorney's fees or other
expenses owed by the Borrower pursuant to Section 2.04 hereof, (d) fourth, to pay any other
amounts due hereunder, and (e) fifth, to pay interest and principal on the Loan and other
amounts payable hereunder but which are not due, as they become due (in the same order, as to
amounts which come due simultaneously, as in(a) through(d) in this Section 9.05).
SECTION 9.06. Acceleration:Rescission and Annulment.
(a) If an Event of Default exists under Section 9.01, the Purchaser may declare the
principal of the Loan and the interest accrued thereon to be due and payable immediately, by a
notice in writing to the Borrower and the Council, and upon any such declaration such
principal and the interest accrued thereon to the date of declaration shall become immediately
due and payable.
(b) At any time after such a declaration of acceleration has been made pursuant to
subsection (a) of this Section, the Purchaser, by written notice to the Borrower and the Council
may rescind and annul such declaration.
No rescission and annulment shall affect any subsequent default or impair any right of
the Purchaser consequent thereon.
ARTICLE X
MISCELLANEOUS
SECTION 10.01. Notices. All notices, certificates or other communication hereunder
shall be sufficiently given and shall be deemed given when hand delivered or mailed by
registered or certified mail,postage prepaid, to the parties at the following addresses:
Council: Florida Municipal Loan Council
c/o Florida League of Cities, Inc.
20
301 South Bronough Street
Tallahassee, Florida 32301
Purchaser: STI Institutional&Government, Inc.
4299 NW 36 Street
Miami, Florida 33166
Attention: Steve Leth, Senior Vice President
Borrower: Finance Director
Miami Shores Village
10050 NE 2 Avenue
Miami Shores, Florida 33138
Any of the above parties may, by notice in writing given to the others, designate any
further or different addresses to which subsequent notices, certificates or other communications
shall be sent.
SECTION 10.02. Binding Effect. This Loan Agreement shall inure to the benefit of the
Purchaser, the Council and the Borrower, and shall be binding upon the Purchaser, the Council
and the Borrower, and their respective successors and assigns.
SECTION 10.03. Severability. In the event any provision of the Loan Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
SECTION 10.04. Amendments, Changes and Modifications. This Loan Agreement
may be amended by the Council and the Borrower; provided, however, that no such
amendment shall be effective unless it shall have been consented to in writing by the Purchaser.
SECTION 10.05. Execution in Counterparts. This Loan Agreement may be
simultaneously executed in several counterparts, each of which, when so executed and
delivered, shall be an original and all of which shall constitute but one and the same instrument.
SECTION 10.06. Applicable Law. This Loan Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
SECTION 10.07. Benefit of Bondholders . This Loan Agreement is executed in part to
induce the purchase by the Purchaser of the Bond. Accordingly, all covenants, agreements and
representations on the part of the Borrower and the Council, as set forth in this Loan
Agreement, are hereby declared to be for the benefit of the holders from time to time of the
Bond.
21
SECTION 10.08. Consents and Approvals. Whenever the written consent or approval
of the Council shall be required under the provisions of this Loan Agreement, such consent or
approval may be given by an Authorized Representative of the Council or such other additional
persons provided by law or by rules, regulations or resolutions of the Council.
SECTION 10.09. Immunity of Officers, Employees and Members of Council and
Borrower. No recourse shall be had for the payment of the principal of or premium or interest
hereunder or for any claim based thereon or upon any representation, obligation, covenant or
agreement in this Loan Agreement against any past, present or future official officer, member,
counsel, employee, director or agent, as such, of the Council or the Borrower, either directly or
through the Council or the Borrower, or respectively, any successor public or private
corporation thereto under any rule of law or equity, statute or constitution or by the
enforcement of any assessment or penalty or otherwise, and all such liability of any such
officers, members, counsels, employees, directors or agents as such is hereby expressly waived
and released as a condition of and consideration for the execution of this Loan Agreement.
SECTION 10.10. Captions. The captions or headings in this Loan Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions of
sections of this Loan Agreement.
SECTION 10.11. No Pecuniary Liability of Council. The Council shall not in any way
be obligated to pay the principal of, premium, if any, or interest on the Bond, and the issuance
of the Bond by the Borrower shall not directly, indirectly or contingently obligate the Council to
levy or pledge any form of ad valorem taxation for its payment and shall be payable solely by
the Borrower from the funds and revenues pledged under and pursuant to this Loan
Agreement.
SECTION 10.12. Payments Due on Holidays. If the date for making any payment or
the last date for performance of any act or the exercise of any right, as provided in this Loan
Agreement, shall be other than on a Business Day, such payments may be made or act
performed or right exercised on the next succeeding Business Day with the same force and
effect as if done on the nominal date provided in this Loan Agreement; provided, however, that
any interest due shall accrue until paid.
SECTION 10.13. Calculations. Interest shall be computed on the basis of an actual/360
day year basis.
SECTION 10.14. Time of Payment. Any Loan Repayment or other payment hereunder
which is received by the Purchaser after 4:00 p.m. (New York time) on any day shall be deemed
received on the following Business Day.
SECTION 10.15. Applicable Law, Venue. This Loan Agreement shall be construed
pursuant to and governed by the substantive laws of the State of Florida. The Borrower and the
22
Purchaser waive any objection either might otherwise have to venue of any action lying in
Miami-Dade County, Florida.
SECTION 10.16. Waiver of Jury Trial. EACH OF THE COUNCIL, THE
PURCHASER, AND THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS LOAN
AGREEMENT. EACH OF THE COUNCIL, THE PURCHASER, AND THE BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS
CLAIM, COUNTER-CLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS LOAN
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE COUNCIL, THE
PURCHASER, AND THE BORROWER. EACH OF THE COUNCIL, THE PURCHASER,
AND THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND RECOGNIZES
AND AGREES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR OTHER
PARTIES HERETO TO ENTER INTO THIS LOAN AGREEMENT. EACH OF THE
COUNCIL, THE PURCHASER, AND THE BORROWER REPRESENTS AND
ACKNOWLEDGES THAT IT HAS REVIEWED THIS PROVISION WITH ITS LEGAL
COUNSEL AND THAT IT HAS KNOWINGLY AND VOLUNTARILY WAIVED ANY JURY
TRIAL RIGHTS IT MAY HAVE FOLLOWING CONSULTATION WITH SUCH LEGAL
COUNSEL.
[Remainder of page intentionally left blank]
23
IN WITNESS WHEREOF, the Florida Municipal Loan Council has caused this Loan
Agreement to be executed in its corporate name with its corporate seal hereunto affixed and
attested by its duly authorized officers, Miami Shores Village, Florida, has caused this Loan
Agreement to be executed in its name with its seal hereunto affixed and attached by its duly
authorized officers and STI Institutional& Government, Inc.has caused this Loan Agreement to
be executed in its corporate name and attested by its duly authorized officers. All of the above
occurred as of the date first above written.
FLORIDA MUNICIPAL LOAN COUNCIL
(SEAL)
By:
Name: Isaac Salver
Title: Chairman
ATTEST:
By:
Name: Michael Sittig
Title: Executive Director
[First Signature Page to Loan Agreement]
S-1
STI INSTITUTIONAL&GOVERNMENT,
INC.
By:
Name: Steve T. Leth
Title: Senior Vice President
MIAMI SHORES VILLAGE, FLORIDA
By:
Name:
Title: Village Manager
ATTESTED BY:
By:
Name: Barbara Estep
Title: Village Clerk
Approved as to form and correctness
this day of February, 2013.
By:
Name: Richard Sarafan, Esq.
Title: Village Attorney
[Second Signature Page to Loan Agreement]
S-2
EXHIBIT B
FORM OF BOND
ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S
CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED)
CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS
AMENDED, AND REGULATION D THEREUNDER (UNLESS SUCH HOLDER IS AN
AFFILIATE OR SUBSIDIARY OF THE OWNER).
February__, 2013 $2,274,000
MIAMI SHORES VILLAGE, FLORIDA
REFUNDING GENERAL OBLIGATION BOND, SERIES 2013
Maturity Date:April 1, 2029
KNOW ALL MEN BY THESE PRESENTS that Miami Shores Village, Florida (the
"Issuer'), for value received, promises to pay from the sources hereinafter provided, to the
order of STI Institutional & Government, Inc., or registered assigns (hereinafter, the "Owner"),
the principal sum of$2,274,000, in the amount and on the date described below, together with
interest on the principal balance at a rate of 2.49% (subject to adjustment in accordance with
Schedule I attached hereto) semi-annually on each April 1 and October 1 (an "Interest Payment
Date") commencing October 1, 2013. Interest shall be calculated on the basis of actual days
elapsed over a 360-day year.
Principal on this Bond is payable annually in lawful money of the United States of
America at such place as the Owner may designate to the Issuer in writing pursuant to the
following schedule:
Payment Date Principal
(Al2rill Amount
2014 $115,000
2015 122,000
2016 125,000
2017 128,000
2018 130,000
2019 133,000
2020 136,000
2021 138,000
2022 145,000
2023 146,000
B-1
2024 152,000
2025 153,000
2026 159,000
2027 159,000
2028 164,000
2029 169,000
The Issuer may prepay this Bond, in whole or in part on any Business Day, after five
years from the dated date of this Bond at a prepayment price equal to 100% of the principal
amount of the Bond, or portions thereof to be prepaid, together with interest accrued to the date
of such prepayment. The Issuer shall provide written notice to the Owner specifying the
amount of the prepayment to be made at least two Business Days prior to a prepayment.
If any date for the payment of principal and interest hereon or the taking of any action
hereunder shall fall on a day which is not a Business Day, the payment due or action to be taken
on such date shall be due on the next succeeding day which is a Business Day, but the Issuer
shall not receive credit for the payment until it is actually received by the Owner.
All payments by the Issuer pursuant to this Bond shall apply first to accrued interest,
then to other charges due the Owner, and the balance thereof shall apply to principal.
This Bond is issued to refinance the costs of the Refunded Loan,under the authority of and
in full compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 166, Part H, Florida Statutes, as amended, the Charter of the Issuer and other applicable
provisions of law (the "Act"), and Resolution No. 2013- duly adopted by the Village Council
of the Issuer on February 19, 2013 (the "Resolution"), and pursuant to a Loan Agreement between
the Owner, the Issuer and the Florida Municipal Loan Council, dated as of February 1, 2013 (the
"Loan Agreement"),to which reference should be made to ascertain those terms and conditions.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond exist,have happened
and have been performed in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of the Bond does
not violate any constitutional, statutory, or charter limitation or provision, and that provision
has been made for the collection of a direct annual tax, without limitation as to rate or amount,
on all property in the Village taxable for such purpose sufficient to pay and discharge the
principal and interest on the Bond, for the payment of which the full faith, credit and taxing
power of the Village are irrevocably pledged.
This Bond is a general obligation of the Issuer, and payable from and secured by a lien
upon and pledge of the Ad Valorem Revenues,as defined and described in the Loan Agreement.
Upon the occurrence of an Event of Default, the principal of this Bond may become or be
B-2
declared due and payable before the Maturity Date in the manner,with the effect and subject to the
conditions set forth in the Loan Agreement. The interest rate on this Bond shall be subject to
adjustment in accordance with Schedule I attached hereto. In addition, the Owner shall have
such other remedies as described in the Loan Agreement.
This Bond may be exchanged or transferred by the Owner hereof but only upon the
registration books maintained by the Issuer and in the manner provided in the Loan
Agreement.
The Issuer has entered into certain further covenants with the holder of this Bond, for
the terms of which reference is made to the Loan Agreement.
It is hereby certified and recited that all acts, conditions and things required by the Act to
be performed, to exist and to happen precedent to and in the issuance of this Bond, have been
performed,exist and have happened in regular and due form and time as so required.
IN WITNESS WHEREOF, Miami Shores Village, Florida, has issued this Bond and has
caused the same to be signed by the Mayor and countersigned and attested to by the Village
Clerk and approved as to form and legal sufficiency by the Village Attorney and its seal to be
affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the day of
February, 2013.
MIAMI SHORES VILLAGE, FLORIDA
(SEAL)
Mayor
ATTESTED AND COUNTERSIGNED:
Village Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
Village Attorney
B-3
CERTIFICATE OF AUTHENTICATION
Dated: February J 2013
This is the Bond described in the within defined Loan Agreement duly hereby authenticated
and registered.
MIAMI SHORES VILLAGE,FLORIDA
By:
Authorized Officer
B-4
ASSIGNMENT
For value received the undersigned do(es)hereby sell, assign and transfer unto
the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the books of the Registrar with full power of substitution in the
premises.
Dated:
Signature guaranteed:
B-5
SCHEDULE "I"
Adjustments to Note Rate
Definitions. The following terms shall have the meanings set forth below for purposes
of this Schedule I:
"Adjusted BQ Rate"means,upon a Loss of BQ Status, the fixed rate of interest per annum
equal to 3.03%, which rate has been determined necessary by the Owner in order to provide the
Owner with the same after tax yield that the Owner would have otherwise received had the
Loss of BQ Status not occurred, taking into account the increased taxable income of the Owner
as a result of such Loss of BQ Status. The Owner shall provide the Issuer with a written
statement explaining the calculation of the Adjusted BQ Rate, which statement shall, in the
absence of manifest error, be conclusive and binding on the Issuer. The Adjusted BQ Rate shall
also be subject to adjustment as provided below, including for changes in the Maximum Federal
Corporate Tax Rate and for capital adequacy provisions.
"Business Day" means a day on which the Issuer and Owner are open for business and
on which dealings in U.S. dollar deposits are carried on in the London Inter-Bank Market.
"Code" means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable
thereto.
"Default Rate"shall mean the sum of the Prime Rate plus 3%per annum.
"Determination of Taxability" means a final decree or judgment of any Federal court or a
final action of the Internal Revenue Service determining that interest paid or payable on the
Bond is or was includable in the gross income of an Owner for Federal income tax purposes;
provided, that no such decree, judgment, or action will be considered final for this purpose,
however, unless the Issuer has been given written notice and, if it is so desired and is legally
allowed, has been afforded the opportunity to contest the same,either directly or in the name of
any Owner, and until the conclusion of any appellate review, if sought.
"Governmental Authority" shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.
"Loss of BQ Status" shall mean a determination by the Owner that the Bond is not a
"qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code (or any
successor provision).
B-6
"Margin Rate Factor" shall mean the fraction the numerator of which is equal to one (1)
minus the Maximum Federal Corporate Tax Rate on the date of calculation and the
denominator of which is 0.65. The Margin Rate Factor shall be 0.65/0.65 or 1.0 so long as the
Maximum Federal Corporate Tax Rate shall be 35%, and thereafter shall increase from time to
time effective as of the effective date of any decrease in the Maximum Federal Corporate Tax
Rate.
"Maximum Federal Corporate Tax Rate" shall mean the maximum rate of income taxation
imposed on corporations pursuant to Section 11(b) of the Code, determined without regard to
tax rate or tax benefit make-up provisions such as the last two sentences of Section 11(b)(1) of
the Code, as in effect from time to time (or, if as a result of a change in the Code the rate of
income taxation imposed on corporations shall not be applicable to the Owner, the maximum
statutory rate of federal income taxation which could apply to the Owner). The Maximum
Federal Corporate Tax Rate on the date of execution of the Bond is 35%.
"Prime Rate" shall mean the per annum rate which SunTrust Bank announces from time
to time to be its prime rate, as in effect from time to time. SunTrust Bank's prime rate is a
reference or benchmark rate, is purely discretionary and does not necessarily represent the
lowest or best rate charged to borrowing customers of SunTrust Bank. SunTrust Bank may
make commercial loans or other loans at rates of interest at, above or below SunTrust Bank's
prime rate. Each change in SunTrust Bank prime rate shall be effective from and including the
date such change is announced as being effective.
"Taxable Period" shall mean the period of time between (a) the date that interest on the
Bond is deemed to be includable in the gross income of the Owner thereof for federal income
tax purposes as a result of a Determination of Taxability, and (b) the date of the Determination
of Taxability.
"Taxable Rate" shall mean, upon a Determination of Taxability, the fixed rate of interest
per annum determined necessary by the Owner in order to provide the Owner with the same
after tax yield that the Owner would have otherwise received had the Determination of
Taxability not occurred, taking into account the increased taxable income of the Owner as a
result of such Determination of Taxability. The Owner shall provide the Issuer with a written
statement explaining the calculation of the Taxable Rate, which statement shall, in the absence
of manifest error,be conclusive and binding on the Issuer.
Interest Rate Adjustments
The interest rate on the Bond shall be subject to adjustment in certain events as set forth
below:
Upon an Event of Default, the interest rate on the Bond shall equal the Default Rate.
B-7
Upon the occurrence of a Determination of Taxability and for as long as the Bond
remains outstanding, the interest rate on the Bond shall be converted to the Taxable Rate. In
addition, upon a Determination of Taxability, the Issuer shall pay to the Owner as additional
interest (i) an additional amount equal to the difference between (A) the amount of interest
actually paid on the Bond during the Taxable Period and (B) the amount of interest that would
have been paid on the Bond during the Taxable Period had the Bond borne interest at the
Taxable Rate, plus (ii) an amount equal to any interest, penalties on overdue interest and
additions to tax (as referred to in Subchapter A of Chapter 68 of the Code) owed by the Owner
as a result of the Determination of Taxability.
So long as no Determination of Taxability shall have occurred, upon the occurrence of a
Loss of BQ Status and for as long as the Bond remains outstanding, the interest rate on the Bond
shall be converted to the Adjusted BQ Rate. In addition, upon a Loss of BQ Status, the Issuer
shall pay to the Owner as additional interest (i) an additional amount equal to the difference
between (A) the amount of interest actually paid on the Bond during the period of time from
the date of issuance of the Bond and the next succeeding interest payment date, and (B) the
amount of interest that would have been paid on the Bond during the period in clause (A) had
the Bond borne interest at the Adjusted BQ Rate, plus (ii) an amount equal to any interest,
penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68
of the Code) owed by the Owner as a result of the Loss of BQ Status.
In the event of a decrease in the Maximum Federal Corporate Tax Rate, the interest rate
on the Bond shall be multiplied by the Margin Rate Factor.
B-8
EXHIBIT B
FORM OF PURCHASER'S CERTIFICATE
This is to certify that STI Institutional & Government, Inc., a SunTrust Company (the
"Purchaser'), has not required the Florida Municipal Loan Council (the "Council") or Miami
Shores Village, Florida (the "Issuer") to deliver any offering document and has conducted its
own investigation, to the extent it deems satisfactory or sufficient, into matters relating to
business affairs or conditions (either financial or otherwise) of the Council and Issuer in
connection with the issuance of the $2,274,000 Miami Shores Village, Florida Refunding General
Obligation Bond, Series 2013 (the "Bond"), and no inference should be drawn that the
Purchaser, in the acceptance of said Bond, is relying on Bryant Miller Olive P.A. ("Bond
Counsel"), Kraig A. Conn, Esquire ("Council's Counsel") or Richard Sarafan, Esq. ("Issuer's
Counsel") as to any such matters other than the legal opinions rendered by Bond Counsel,
Issuer's Counsel or Council's Counsel. Any capitalized undefined terms used herein not
otherwise defined shall have the meaning set forth in the Loan Agreement, dated as of February
1, 2013,by and among the Council, the Issuer and the Purchaser(the "Loan Agreement").
We are aware that investment in the Bond involves various risks, that the Bond is not a
general obligation of the Council and that the payment of the Bond is secured solely from the
sources described in the Loan Agreement(the "Bond Security").
We have made such independent investigation of the Bond Security as we, in the
exercise of sound business judgment, consider to be appropriate under the circumstances. In
making our investment decision, we have relied upon the accuracy of information which has
been provided to us by the Council and Issuer.
We understand that both the Council and its program administrator are each "municipal
entities" under Section 15B(e)(8) of the Securities Exchange Act of 1934(15 U.S.C.A.) and are not
a municipal advisor to the Issuer and are not acting as such in providing services in facilitating
the issuance of the Bond. We also understand that neither the Council nor its program
administrator are acting as a broker or dealer with respect to the Bond nor is the loan being
distributed as securities or otherwise marketed by the Council.
We have knowledge and experience in financial and business matters and are capable of
evaluating the merits and risks of our investment in the Bond and can bear the economic risk of
our investment in the Bond.
We acknowledge and understand that the Loan Agreement is not being qualified under
the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in
reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of
1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that
neither the Council, Bond Counsel, Issuer's Counsel nor the Council's Counsel shall have any
obligation to effect any such registration or qualification.
We are not acting as a broker or other intermediary and understand that the Council is
not acting in that capacity, and we are purchasing the Bond as an investment for our own
account and not with a present view to a resale or other distribution to the public. We
understand that the Bond may not be transferred without the filing of an investor letter from
the new purchaser. Notwithstanding the foregoing, we shall have the right to assign or transfer
all or a portion of the Bond to our affiliate or subsidiary in our sole discretion.
We are an "accredited investor" within the meaning of the Securities Act of 1933, as
amended, and Regulation D thereunder. We are not purchasing the Bonds for the direct or
indirect promotion of any scheme or enterprise with the intent of violating or evading any
provision of Chapter 517, Florida Statutes.
DATED this day of February, 2013.
STI INSTITUTIONAL &GOVERNMENT, INC.
By:
Name:
Title:
EXHIBIT C
FORM OF DISCLOSURE LETTER
The undersigned, as purchaser, has negotiated with the Miami Shores Village, Florida
(the "Issuer") for the private purchase of its Refunding General Obligation Bonds, Series 2013
(the 'Bond") in the principal amount of $2,274,000. Prior to the award of the Bond, the
following information is hereby furnished to the Issuer:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to
be incurred for services rendered to us (the "Purchaser') in connection with the issuance of the
Bonds (such fees and expenses to be paid by the Issuer):
Greenspoon Marder
$4,000.00
2. (a) No other fee, bonus or other compensation is estimated to be paid by the
Purchaser in connection with the issuance of the Bond to any person not regularly employed or
retained by the Purchaser (including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes), except as specifically enumerated as expenses to be incurred by the Purchaser, as set
forth in paragraph(1) above.
(b) No person has entered into an understanding with the Purchaser, or to
the knowledge of the Purchaser, with the Issuer, for any paid or promised compensation or
valuable consideration, directly or indirectly, expressly or implied, to act solely as an
intermediary between the Issuer and the Purchaser or to exercise or attempt to exercise any
influence to effect any transaction in the purchase of the Bond.
3. The amount of the origination fee expected to be realized by the Purchaser is
$1,500.
4. The management fee to be charged by the Purchaser is$0.
5. Truth-in-Bonding Statement:
The Bond is being issued primarily to refinance the loan previously undertaken from the
Florida Municipal Loan Council by the Issuer dated as of April 1, 1999.
Unless earlier redeemed, the Bond is expected to be repaid by April 1, 2029; at a fixed
interest rate of 2.49%, total interest paid over the life of the Bond is estimated to be$522,403.06.
The Bond will be payable solely from the Ad Valorem Revenues, as such term is defined
in Loan Agreement, dated as of February 1, 2013, between the Issuer, the Council and the
undersigned (the "Loan Agreement"). Issuance of the Bond is estimated to result in an annual
average of approximately$173,779.58 of Ad Valorem Revenues of the Issuer not being available
to finance other projects of the Issuer during the life of the Bond.
7. The name and address of the Purchaser is as follows:
STI Institutional&Government, Inc.
4299 NW 36 Street
Miami, Florida 33166
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf
of the Purchaser this day of February,2013.
STI INSTITUTIONAL &GOVERNMENT, INC.
By:
Name:
Title:
EXHIBIT D
COMMITMENT
STI Institutional B Government, Inc
A SunTrust Company
Steve T.Leth,Senior Vice President
...
Relationship Manager
Sc*T�{�'� 4299 NW 36 Street
UNTRUST Doral,Ft.33166
Tel:305-597-6601 Mobile:305-763-9045
PROPOSAL SUMMARY TERM SHEET
February 1, 2013
Florida Municipal Loan Council
Molly Hall, Financial Analyst
mhall0b,ficities.com
Public Resources Advisory Group
Paul M. Sober, Managing Director
psober(doragny.com
Re: Proposal for up to$2.300,000 in the form of a Bank Qualified Tax Exempt single Series 2013 fixed rate bond
which will refund Miami Shores Village Series 1999A general obligation bond.
Dear Ms Hall and Mr. Sober:
STI Institutional&Government; Inc., ("STING')is pleased to consider up to$2,300,000 in the form of a Bank
Qualified Tax Exempt single Series 2013 fixed rate bond which will refund Miami shores Village Series 1999A Bond.
(the "Facility or"Bond") for Miami Shores Village(the"Borrower"or"Village" )based substantially on the
proposed summary of terms and conditions set forth on Annex l ,Appendix 1, 2-and 3, and Addendum.A
attached hereto (Annex I, Appendix 1,2,and 3; and Addendum A, together with this letter, this "Proposal
Letter").
This Proposal Letter is an expression of interest by STING in the proposed Facility andshould not
be construed to be,expressly or by implication,a commitment,an offer,an agreement In principle
or an agreement by STING to provide the proposed Facility. After STING has conducted further
due diligence,we may decide to modify the proposed terms and conditions,or we may decide.not
to provide the proposed Facility.
This Proposal Letter is not intended to, and shall not create a legally.binding obligation on the part of the
STING or the Borrower. This Proposal Letter constitutes the entire understanding between STING and
the Borrower in connection with the proposed Facility as of the date hereof and supersedes.any prior
written or oral communications or understandings.
This Proposal Letter shall be governed by the laws of the State of Florida.
If you have any questions in connection,with this Proposal Letter or any of the proposed terms and
conditions, please do not hesitate to contact me.
Yours since
Steve Leth,SVP
®2013 SunTrust Banks,Inc. SunTrust is a federally registered service marks of SunTrust Banks,Inc.
ANNEX-1
TERM SHEET
FIXED RATE
February 1,2013
Borrower: Miami Shores Village, Florida
Commission: Sunshine State Governmental Financing Commission
Lender. STI Institutional&Government, Inc. (STING), a SunTrust Company
Contact: Steve T. Leth
Senior Vice President
STI Institutional &Government, Inc.
4299 NW 36 Street
Miami, Florida 33166
Phone:305-597-6601
Facility Type: Bank Qualified Loan in the form of a tax-exempt bond (the"Facility"or"Bond"or
"Loan")issued by a qualifying governmental conduit issuer(the"Issuer").The
Bond must be a'qualified tax exempt obligation' under Section 265(b)(3)of the
Internal Revenue Code.
Purpose The proceeds from the Revenue Bond Series 2013A will be used to fully refund
the Borrowers Series 1999A general obligation bond.
Amount: Up to$2,300,000
Security: The bonds and the interest thereon will be general obligations of the Village for
which its full faith, credit and taxing power are pledged and are payable from
unlimited ad valorem taxes levied on all taxable property in the Village(excluding
homestead exemptions, as required by law) and such will be pledged to the
repayment of the bonds.
Maturity Date: April 1, 2029
Principal Payments Principal payments(as described in Appendix-1)shall be due annually on April 1
of each year and commence April 1,2014
Interest Payments: Interest shall be payable calculated on the basis of an Actual/360-day year semi-
annually on April 1 and October 1 of each year commencing October 1,2013.
Prepayment
Alternatives and
Interest Ratew The fellnudng Prepayment/1ltar atives are applicable.
Alternative#1 -No Prepayment Penalty:
The Lender will allow prepayment after five (5)years without any penalty and
upon two Business Days'prior written notice to the Lender. Such prepayment
notice shall specify the amount of the prepayment which is to be made.
Alternative#2—Possible Prepayment Penalty:
In the event of a prepayment of the Bond under this paragraph,the Borrower may
be required to pay the Lender an additional fee(a prepayment charge or premium)
determined in the manner provided below, to compensate the Lender for all
losses, costs and expenses incurred in connection with such prepayment.
The fee shall be equal to the present value of the difference between (1) the
amount that would have been realized by the Lender on the prepaid amount for the
remaining term of the Bond at the Federal Reserve H.15 Statistical Release rate
for fixed-rate payers in interest rate swaps for a term corresponding to the term of
the Bond, interpolated to the nearest month, if necessary,that was in effect three
Business Days prior to the origination date of the Bond and (2)the amount that
would be realized by the Lender by reinvesting such prepaid funds for the
remaining term of the Bond at the Federal Reserve H_15 Statistical Release rate
for fixed-rate payers in interest rate swaps,interpolated to the nearest month,that
was in effect three Business Days prior to the prepayment date;both discounted at
the same interest rate utilized in determining the applicable amount in(2).Should
the present value have no value or a negative value,the Borrower may prepay at
par with no additional prepayment charge or premium. Should the Federal
Reserve no longer release rates for fixed-rate payers in interest rate swaps, the
Lender may substitute the Federal Reserve,H.15 Statistical Release with another
similar index. The Lender shall provide the Borrower with a written statement
explaining the calculation of the premium due,which statement shall,in absence
of manifest error, be conclusive and binding.This alternative is not intended to,
and does not,Increase the interest rate payable on the Bond.
Interest Rate Alternative 1:No Precavment Penaltv
2.49% Bank qualified fixed rate should Bond close on or before
March 15,2013
Alternative 2: Possible Prepayment Penalty
2.40%Bank qualified fixed rate should Bond close on or before
March 15,2013
After-Tax Yield Maintenance
The interest rates quoted herein take into consideration a marginal maximum
federal corporate tax rate of 35%. In the event of a decrease in the marginal
maximum corporate tax rate, the Lender shall have the right to adjust the
interest rate upwards in order to maintain the same after tax yield for the
Lender.The interest rate increase shall be capped based on a federal
corporate tax rate of 28%. Should the corporate tax rate go below 28%,the
borrower must notify the STING loan officer of any errors to the cap rate.
STING will only be responsible to correct rate change errors up to 30 days prior
to notification.Attached is Appendix-2 to calculate a specific rate at 28%.
2
If a determination of taxability event occurs a rate determined necessary by Lender
to maintain the same after-tax yield. Upon an occurrence of a Determination of
Taxability, the Borrower hereby agrees to pay to the Lender (i) an additional
amount equal to the difference between (A)the amount of interest paid on the
Bonds during the Taxable Period and(B)the amount of interest that would have
been paid on the Bonds during the Taxable Period had the Bonds bome interest at
the Taxable Rate, plus(ii)an amount equal to any interest, penalties on overdue
interest and additions to tax(as referred to in Subchapter A of Chapter 68 of the
Code) owed by the Lender as a result of the occurrence of a Determination of
Taxability.
Financing Documents Financing Documents will include a loan agreement, and credit agreement
Legal Fees: $4000 if our counsel reviews documentation prepared by the counsel of the
Borrower.
Legal Counsel Greenspoon Marder
Morris G. (Skip)Miller, Esq.
250 South Australian Avenue, Suite 700
West Palm Beach, FL 33401
Phone: (561)838-4556
Fax: (561)514-3456
skip.miller gmlaw.com
Bank Fee: Not to exceed$1500.
Covenants and Conditions
A) All matters relating to this loan, including all instruments and documents required, are subject to-the
Lender's policies and procedures in effect, applicable governmental regulations and/or statutes, and
approval by the Lender and the Lender's Counsel.
B) Borrower shall submit to the Lender annual financial statements within 240 days of fiscal year end and an
annual budget within 30 days of adoption, together with any other information the Lender may reasonably
request.
C) Borrower shall be required to deliver a written opinion from Borrower's Counsel, in form and substance
acceptable to the Lender and Lender's Counsel, that all documents are valid, binding and enforceable in
accordance with their terms,that execution and delivery of said documents has been duly authorized,and
addressing such other matters as the Lender and the Lender's Counsel deem appropriate.
D) The provisions,terms and conditions contained herein are not inclusive of all the anticipated terms that will
be applicable to the credit and do not purport to summarize all of the conditions, covenants, definitions,
representations, warranties, waiver of jury trial, submission to jurisdiction and venue, events of default,
remedies including but not limited to acceleration(if acceleration is nota remedy the default rate shall be the
lesser of 18%or the maximum allowed rate by law)or other provisions that may be contained in documents
required to consummate this financing. All of such terms will be set forth in the final, definitive loan
documents,and all such terms must he acceptable to the I PnrJPrqnd its co, nSel The I ender Shall ma*ntan
the right to transfer and assign the Bond in whole or in part. Notwithstanding any terms or conditions in
Lender will have the right to assign all or a portion of the bond or loan to an affiliate of the Lender in its sole
discretion.
3
E) The Bank-Qualified interest rate quoted herein assumes the obligations is a qualified tax-exempt obligation
as defined in Section 265(b)(3) of the Internal Revenue Service Code. Receipt of opinion from Bond
Counsel in form and substance satisfactory to the Lender,which shall include,without limitation,opinion that
the interest on the Bond is excludable from gross income of the owners thereof for federal income tax
purposes and that the Bond is a qualified tax-exempt obligation under Section 265 (b)(3) of the Internal
Revenue Code.
F) The Borrower agrees to have the interest payments collected via ACH Direct Debit from a SunTrust Bank
account of their choice.
G) Pari :This debt will be on parity with all other general obligation senior debt of Borrower.
#10515076_v4
4
H PEEN Dix
02/01/2013 Page 2
Miami Shores Village, Florida @ 2.49% Actual/360
CASH FLOW DATA
Event Start Date Amount Number Period End Date
Fixed Payment(+ Interest)
28 Payment 10/01/2026 Interest Only 1
29 Payment 04/01/2027 164,000.00 1
Fixed Payment(+ Interest)
30 Payment 10/01/2027 Interest Only 1
31 Payment 04/01/2028 166,000.00 1
Fixed Payment(+ Interest)
32 Payment 10/01/2028 Interest Only 1
33 Payment 04/01/2029 174,141.40 1
AMORTIZATION SCHEDULE - US Rule, 360 Day Year
Date Payment Interest Principal Balance
Loan 02/28/2013 2,300,000.00
1 10/01/2013 33,725.67 33,725.67 0.00 2,300,000.00
2013 Totals 33,725.67 33,725.67 0.00
2 04/01/2014 146,635.00 28,635.00 118,000.00 . 2,182,000.00
3 10/01/2014 27,165.90 27,165.90 0.00 2,182,000.00
2014 Totals 173,800.90 55,800.90 118,000.00
4 04/01/2015 149,165.90 27,165.90 122,000.00 2,060,000.00
5 10/01/2015 25,647.00 25,647.00 0.00 2,060,000.00
2015 Totals 174,812.90 52,812.90 122,000.00
6 04/01/2016 150,647.00 25,647.00 125,000.00 1,935,000.00
7 10/01/2016 24,090.75 24,090.75 0.00 1,935,000.00
2016 Totals 174,737.75 49,737.75 125,000.00
8 04/01/2017 152,090.75 24,090.75 128,000.00 1,807,000.00
9 10/01/2017 22,497.15 22,497.15 0.00 1,807,000.00
2017 Totals 174,587.90 46,587.90 128,000.00
10 04/01/2018 153,497.15 22,497.15 131,000.00 1,676,000.00
11 10/01/2018 20,866.20 20,866.20 0.00 1,676,000.00
2018 Totals 174,363.35 43,363.35 131,000.00
12 04/01/2019 155,866.20 20,866.20 135,000.00 1,541,000.00
2019 Totals 175,051.65 40,051.65 135,000.00
14 04/01/2020 157,185.45 19,185.45 138,000.00 1,403,000.00
15 10/01/2020 17,467.35 17,467.35 0.00 1,403,000.00
2020 Totals 174,652.80 36,652.80 138,000.00
02/01/2013 Page 3
Miami Shores Village, Florida @ 2.49% Actual/360
Date Payment Interest Principal Balance
16 04/01/2021 158,467.35 17,467.35 141,000.00 1,262,000.00
17 10/01/2021 15,711.90 15,711.90 0.00 1,262,000.00
2021 Totals 174,179.25 33,179.25 141,000.00
18 04/01/2022 160,711.90 15,711.90 145,000.00 1,117,000.00
19 10/01/2022 13,906.65 13,906.65 0.00 1,117,000.00
2022 Totals 174,618.55 29,618.55 145,000.00
20 04/01/2023 160,906.65 13,906.65 147,000.00 970,000.00
21 10/01/2023 12,076.50 12,076.50 0.00 970,000.00
2023 Totals 172,983.15 25,983.15 147,000.00
22 04/01/2024 164,076.50 12,076.50 152,000.00 818,000.00
23 10/01/2024 10,184.10 10,184.10 0.00 818,000.00
2024 Totals 174,260.60 22,260.60 152,000.00
24 04/01/2025 166,184.10 10,184.10 156,000.00 662,000.00
25 10/01/2025 8,241.90 8,241.90 0.00 662,000.00
2025 Totals 174,426.00 18,426.00 156,000.00
26 04/01/2026 168,241.90 8,241.90 1601000.00 502,000.00
27 10/01/2026 6,249.90 6,249.90 0.00 502,000.00
2026 Totals 174,491.80 14,491.80 160,000.00
28 04/01/2027 170,249.90 6,249.90 164,000.00 338,000.00
29 10/01/2027 4,208.10 4,208.10 0.00 338,000.00
2027 Totals 174,458.00 10,458.00 164,000.00
30 04/01/2028 170,208.10 4,208.10 166,000.00 172,000.00
31 10/01/2028 2,141.40 2,141.40 0.00 172,000.00
2028 Totals 172,349.50 6,349.50 166,000.00
32 04/01/2029 174,141.40 2,141.40 172,000.00 0.00
2029 Totals 174,141.40 2,141.40 172,000.00
Grand Totals 2,821,641.17 521,641.17 2,300,000.00
Appendix-2
Miami Shores After Tax Yield Maintenance rate adjustment
Margin Rate Factor Calculation
Formula: Part 1 (A)-(B)=(C)
Formula Part 2 (C)X(D)=(E)
Formula Part 3 (E)X(F)_(G)
� a
)
W E Adiusted
E Margin Tax
i Rate Exempt
1A IC-1 Factor Rate
1 65% 1.53846 1.00 ' . 2.49%
1 ._ 72% 1.53846 1.11 2.76%
*Number needed to allow Margin Rate Factor to be 1.0 based on 35% Max Corporate Tax Rate
"Margin Rate Factor" means the product of (a) one minas the Maximum Federal
Corporate Tax Rate multiplied by(b)1.53846. The Margot Rabe Factor shall be 1.0'so long as the
Maximum Federal Corporate Tax Rate shall be 35% and thereafter shall increase or decrease
from time to time effective as of the effective date of any decrease or increase,respectively, in
the Mwdinum Federal Corporate Tax Rate.
Appendix =3
Miami Shores Village
Bank Ratings
STI Institutional&Government, Inc. (STING),a SunTrust Company is not a rated company. However it.is
a SunTrust Company which is rated.as follows and further information can be found on Investor .
Relationship website httis://www.sunrust.corn/AboutUs/InvestorRelations/DebtRating
RATINGS AS OF January.18,2013
Moody's Standard&
Investors Poor's Fitch DBRS
Corporate Ratings
Long Term Debt Ratin s
Senior Debt Baal BBB BBB+ A(low)
Subordinated.Debt Baal BBB- BBB BBB(high)
Short Term
Commercial.Paper P-2 A-2 F2 R-:1 (low)
Bank Ratings
Lona Term Debt Ratings
Senior Debt A3 BBB+ BBB+ A
Subordinated Debt Baal BBB BBB A(low)
Short Term
Commercial Paper P-2 A-2 F2 R-1 (low)
Ratings Outlook: Stable Positive Stable_ Stable
STI Institutional & Government, Inc. Addendum A To Note
LIBOR Index Rate(104)
The terms of this Addendum shall a incorporated into the(Note/Bond]delivered to the Lender(as defined below)or held by a
securities depository on behalf of the Lender,subject to the final terms of each transaction. Upon such germs being
incorporated therein,in the event of any conflict between the terms of the[Note/Bohd]and the terms of this Addendum,the
terms of this Addendum shall control.
SECTION 1
Definitions.As used in this Addendum,the following terms shall have the meanings set forth below:
"Lender"shall mean STI Institutional&Government, Inc.and its successors and assigns.
"Borrower"shall collectively and individually refer to the maker of the attached note dated ("Note'J. .
"Business Day"shall mean,with respect to Interest Periods applicable to the LIBOR Rate,a day on which the Lender is open
for business and on which dealings in U.S.dollar deposits are carried on in the London Inter-Bank Market.
"Interest Period"shall mean a period of one(1)month,provided that(i)the initial Interest Period may be less than one month,
depending on the initial funding date and(ii)no Interest Period shall extend beyond the maturity date of the Note.
"Interest Rate Determination Date"shall mean the date the Note is initially funded and the first Business Day of each calendar
month thereafter.
"LIBOR Rate"shall mean that rate per annum effective on any Interest Rate Determination Date which is equal to the quotient
of:
(i)the rate per annum equal to the offered rate for deposits in U.S.dollars for a one(1)month period,which rate
appears on that page of Bloomberg reporting service,or such similar service as determined by the Lender,that displays
British Bankers'Association interest settlement nates for deposits in U.S.Dollars,as of 11:00 A.M.(London,England
time)two(2) Business Days prior to the Interest Rate Determination Date;provided,that if no such offered rate appears
on such page,the rate used for such Interest Period will be the per annum rate of interest determined by the Lender to
be the rate at which U.S.dollar deposits for the Interest Period,are offered to the Lender in the London Inter-Bank
Market as of 11:00 A.M.(London, England time),on the day which is two(2)Business Days prior to the Interest Rate
Determination Date,divided by
(ii)a percentage equal to 1.00 minus the maximum reserve percentages(including any emergency,supplemental,
special or other marginal reserves)expressed as a decimal(rounded upward to the next 1/100th of I%)in effect on any
day to which the Lender is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of
Governors of the Federal Reserve System with respect to eurocurrency funding(currently referred to as"eurocurrency
liabilities"under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any
change in any reserve percentage.
"Prime Rate"shall mean the publicly announced prime lending rate of the Lender from time to time in effect,which rate may
not be the lowest or best lending rate made available by the Lender or, if the Note is governed by Subtitle 10 of Title 12 of the
Commercial Law Article of the Annotated Code of Maryland,"Prime Rate"shall mean the Wall Street Journal Prime Rate,
which is the Prime Rate published in the`Money Rates'section of the Wall Street Journal from time to time.
SECTION 2
Interest.The Borrower shall pay interest upon the unpaid principal balance of the Note at the LIBOR Rate plus the margin provided in
the Note. Interest shall be due and payable as provided in the Note and shall be calculated as described in the Note. The interest rate
shall remain fixed during each month based upon the interest rate established pursuant to this Addendum on the applicable Interest
Rate Determination Date.
SECTION 3
Unavailability Of Dollar Deposits.If the Lender determines in its sole discretion at any time(the"Determination Date")that it can no
longer make,fund or maintain LIBOR based loans for any reason,including without limitation illegality,or the LIBOR Rate cannot be
ascertained or due to a change in the method of determination of the LIBOR Rate and consequently does not accurately reflect the
Lender's cost of funds or the Lender would be subject to Additional Costs that cannot be recovered from the Borrower,then the Lender
will notify the Borrower and thereafter will have no obligation to make,fund or maintain LIBOR based loans. Upon such Determination
Date the Note will be converted to a variable rate loan at a substantially equivalent rate based on the Prime Rate rather than LIBOR
copies:a Page 1 or 2
Didrbulion;Original—Colletwal File [�
63M Servs) a
Thereafter the interest rate on the Note shall adjust simultaneously with any fluctuation in the Prime Rate. [Upon such Determination
Date the note will be adjusted to a rate which is the lesser of(i)the per annum rate which the Lender publicly announces from time to
time to be its prime lending rate,as in effect from time to time,and(ii)the Federal Funds Rate,as in effect from time to time,plus one-
half of one percent(0.50%).The Lenders prime lending rate is a reference rate and does not necessarily represent the lowest or best
rate charged to customers. The Lender may make commercial loans or other loans at rates of interest at,above or below the Lender's
prime lending rate. Each change in the Lender's prime lending rate shall be effective from and including the date such change is
publicly announced as being effective.]
Individuals)Signature(s): Non-Individual Signature:
(Seal)
(Seal) By:
Name and title,printed or typed
By:
Name and title,printed or typed
630426(OW) Page 2 of 2