R-1232-13 RESOLUTION NO. 1232-13
A RESOLUTION OF THE MIAMI SHORES VILLAGE COUNCIL,
AUTHORIZING A LOAN, NOT TO EXCEED $1,645,000, FROM STI
INSTITUTIONAL & GOVERNMENT, INC. FOR THE PURPOSE OF
REFINANCING THE VILLAGE'S PROMISSORY NOTE, SERIES
2006 AND OF PAYING COSTS RELATED TO SUCH LOAN;
AUTHORIZING THE PROPER OFFICIALS AND OFFICERS OF THE
VILLAGE TO DO ALL THINGS DEEMED NECESSARY OR
ADVISABLE IN CONNECTION WITH SUCH LOAN; PROVIDING
FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Village Council '("Village Council") of Miami Shores Village,
Florida(the "Village") hereby determines that it would be in the best economic interest of
the Village to refinance the Village's Promissory Note, Series 2006, through a bank loan;
and
WHEREAS, the Village staff has determined that STI Institutional &
Government, Inc., a SunTrust Company (the "Lender") had proposed to lend the Village
up to $1,645,000 for such purpose (the "Loan"); and
WHEREAS, pursuant to the provisions of this Resolution, the Village intends to
accept the proposal of the Lender.
NOW, THEREFORE, BE IT RESOLVED by the Miami Shores Village Council:
Section 1. It is hereby ascertained, determined and declared that, in light of
present market conditions, the attractiveness of the terms offered by the Lender, and the
nature of the Loan, it is in the best interest of the Village to enter into the Loan with the
Lender on a negotiated basis pursuant to the terms and conditions of this Resolution.
Section 2. The Village hereby approves the terms and conditions of the Loan,
substantially in the form of the Term Sheet attached as Exhibit "A" hereto. The Village
hereby authorizes the Village Manager to execute and deliver any and all documents and
instruments and to do and cause to be done, any and all acts and things necessary or
proper for carrying out the transactions contemplated by this Resolution.
Section 3. If any section, paragraph, clause or provision of this Resolution
shall be held to be invalid or ineffective for any reason, the remainder of this Resolution
shall continue in full force and effect, it being expressly hereby found and declared that
the remainder of this Resolution would have been adopted despite the invalidity or
ineffectiveness of such section,paragraph, clause or provision.
Section 4. This Resolution shall take effect immediately upon its adoption
and any provisions of any previous resolutions in conflict with the provisions herein are
superseded.
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PASSED AND APPROVED on this 16thday of July , 2013.
Herta Holly, Mayor
ATTEST:
A40 �t c
Barbara A. Estep, MC
Village Clerk
APPROVED AS TO FORM:
Richard Sarafan
Village Attorney
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ANNEX-1
TERM SHEET
FIXED RATE
July 7, 2013
M
Borrower: Miami Shores Village, Florida (the"Borrower" or"Issuer")
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 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 2006 bond and pay for closing costs and accrued interest.
Amount: Up to$1,645,000 (current balance approximately$1,701,256 and payment of
$95,081 will be paid August 15, 2013).
Security: The bonds and the interest thereon will be a Revenue Pledge as defined in the
2006 Series Bond and includes Covenant to Budget and Appropriate,Guaranteed
Entitlement Revenues, 25% of the Fuel Tax Revenue and Sanitation Revenue.
Maturity Date: May 15, 2018
Principal and
Interest Payments Fixed quarterly payments of$95,081 shall be applied to accrued interest with the
remainder to principal commencing November 15, 2013 (amortization Exhibit A
attached)
Prepayment After the third(P)year anniversary,Borrower will be allowed to prepay the
bond in whole(not in part)and in such event of a prepayment of the Bond under
this paragraph,the Borrower may be required to pay the Lender an additional fee in
a 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
2.51% Bank qualified fixed rate should Bond close on or before
September 6, 2013
Terms and Conditions: As stated in the original$3,500,000 May 26, 2006 bond documents being
refunded except where herein noted(the "Series 2006 Bond)
Legal Fees: $4000 if our counsel reviews documentation prepared by the counsel of the
Borrower.
$10,000 if our counsel prepares all documentation
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 a(,.gmlaw.com
Bank Fee: Not to exceed $5,000.
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 210 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,
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remedies including but not limited to acceleration(if acceleration is not a 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 be acceptable to the Lender and its counsel.The Lender shall maintain
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.
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.
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