HomeMy Public PortalAbout14-04 Amended and Restated Series CITY OF OPA-LOCKA,FLORIDA
AMENDED AND RESTATED SERIES
ORDINANCE NO. 14-04
Enacted on May 28,2014
Authorizing and Securing
City of Opa-Locka,Florida
Capital Improvement Revenue Note, Series 2014
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1st Reading: May 14, 2014
2nd Reading: May 28, 2014
Public Hearing: May 28, 2014
Adopted: May 28, 2014
Effective Date: May 28, 2014
Sponsored by: City Manager
AMENDED AND RESTATED SERIES
ORDINANCE NO. 14-04
AN AMENDED AND RESTATED SERIES ORDINANCE OF THE CITY
COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA AMENDING
AND RESTATING, IN ITS ENTIRETY, SERIES ORDINANCE NO. 13-41
ENACTED ON DECEMBER 11, 2013, TO PROVIDE FOR THE
ISSUANCE, PURSUANT TO AN ORDINANCE OF THE CITY
PREVIOUSLY ENACTED, OF OBLIGATIONS OF THE CITY IN AN
AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT
MILLION FIVE HUNDRED THOUSAND DOLLARS ($8,500,000), TO BE
DESIGNATED AS THE CITY OF OPA-LOCKA, FLORIDA CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2014, FOR THE PURPOSE
OF PROVIDING FUNDS, TOGETHER WITH OTHER LEGALLY
AVAILABLE FUNDS OF THE CITY, TO FINANCE THE COST OF
ACQUISITION OF A SITE WITHIN THE CITY, IF NECESSARY, AND
THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND
EQUIPPING OF A CITY ADMINISTRATION BUILDING AND
RELATED FACILITIES ON SUCH SITE OR ON A SITE OWNED BY
THE CITY AS OF THE DATE HEREOF, FUNDING A RESERVE
ACCOUNT FOR THE SERIES 2014 NOTE, AS PROVIDED HEREIN,
AND PAYING COSTS OF ISSUANCE OF THE SERIES 2014 NOTE;
PROVIDING FOR THE TERMS AND PAYMENT OF SUCH SERIES 2014
NOTE; RATIFYING THE TERM SHEET RELATING TO THE SERIES
2014 NOTE PROVIDED BY CITY NATIONAL BANK OF FLORIDA, AS
THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE;
PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES OF THE
LENDER WITH RESPECT TO THE SERIES 2014 NOTE; MAKING OR
PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; DESIGNATING THE CITY AS THE
REGISTRAR AND PAYING AGENT FOR THE SERIES 2014 NOTE;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
AGREEMENT WITH THE LENDER OF THE SERIES 2014 NOTE TO
SET FORTH MATTERS RELATING TO THE SERIES 2014 NOTE AS
REQUIRED BY SUCH PURCHASER OR OTHERWISE NECESSARY
AND APPROPRIATE, SUBJECT TO THE PARAMETERS SPECIFIED
HEREIN AND CONSISTENT WITH THE APPROVED TERM SHEET
PROVIDED BY THE LENDER; AUTHORIZING CITY OFFICIALS TO
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DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE
ISSUANCE, SALE AND DELIVERY OF THE SERIES 2014 NOTE;
PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR
CONFLICT AND REPEALER; PROVIDING FOR SEVERABILITY;
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on December 11, 2013, the City of Opa-Locka, Florida (the "City") enacted
an ordinance (the "Master Ordinance") providing for the issuance from time to time thereunder
of Obligations (as defined in the Master Ordinance) (all capitalized terms not otherwise defined
herein having the meaning ascribed thereto in the Master Ordinance or in the hereinafter defined
Series 2014 Note Agreement); and
WHEREAS, among other matters, the Master Ordinance authorizes, in general terms,
the issuance of the Series 2014 Note (hereinafter defined) in an aggregate principal amount not
exceeding $8,500,000, subject to the matters to be set forth in a Series Ordinance with respect to
the Series 2014 Note; and
WHEREAS, on December 11, 2013, the City enacted Series Ordinance No. 13-41 (the
"Original Series Ordinance"); and
WHEREAS, for the reasons more fully set forth in Resolution No. 14-8790 of the City
adopted on April 11, 2014 (the "Resolution"), it is necessary and appropriate to amend and
restate, in its entirety, the Original Series Ordinance hereby; and
WHEREAS, pursuant to the Resolution, the City approved the acceptance of a "Term
Offer" letter (the "Term Sheet") from City National Bank of Florida (the "Lender") setting forth
the principal terms and conditions upon which the Lender has offered to purchase the Series
2014 Note from the City to finance, together with other legally available funds of the City, the
Series 2014 Project (hereinafter defined); and
WHEREAS, the City desires to provide for the issuance of the Series 2014 Note on
terms and conditions consistent with the Term Sheet, subject to the Parameters (hereinafter
defined); and
WHEREAS, the Series 2014 Note will be secured by the Pledged Funds on a parity with
any Additional Obligations and Refunding Obligations outstanding from time to time under the
Master Ordinance, subject to the provisions hereof and the Series 2014 Note Agreement
(hereinafter defined); and
WHEREAS, the City desires to enact this Amended and Restated Series Ordinance (the
"2014 Series Ordinance") as a Series Ordinance with respect to the Series 2014 Note within the
meaning of the Master Ordinance to amend and restate, in its entirety, the Original Series
Ordinance (this 2014 Series Ordinance, together with the Master Ordinance, being referred to as
the "2014 Ordinance"); and
WHEREAS, the City Commission hereby declares and determines that the Series 2014
Project serves a valid paramount public and municipal purpose of the City; and
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WHEREAS, pursuant to Section 218.385, Florida Statutes, an authorized officer of the
Lender will deliver to the City a disclosure statement and truth-in-bonding statement on behalf of
the Lender, and an authorized officer of the Lender will deliver a customary lender's certificate,
each as a condition to the issuance and delivery of the Series 2014 Note; and
WHEREAS, the City Commission desires to approve the execution and delivery of
additional instruments and the taking of appropriate actions by authorized representatives of the
City in connection with the Series 2014 Note, all as more fully set forth herein.
NOW, THEREFORE, BE IT ENACTED BY THE CITY COMMISSION OF THE
CITY OF OPA-LOCKA,FLORIDA:
Section 1. Recital. The recitals to the preamble herein are incorporated by reference.
Section 2. Authorization.
(a) For purposes of the 2014 Ordinance, the "Series 2013 Note" and "Series 2013
Project," as such terms are defined in the Master Ordinance, are hereby re-designated as the
"Series 2014 Note" and "Series 2014 Project," respectively. The Series 2014 Project shall
include the acquisition of a site within the City if the City determines, by subsequent
proceedings, to acquire such site rather than to use a site currently owned by the City on which to
construct a City administration building and related facilities as part of the Series 2014 Project,
and working capital relating to the Series 2014 Project, to the extent permitted by the Code.
(b) The Series 2014 Note shall be issued under and secured by the 2014 Ordinance.
This 2014 Series Ordinance shall be deemed to be a Series Ordinance with respect to the Series
2014 Note within the meaning of the Master Ordinance. The Series 2014 Note shall be issued as
a Tax-Exempt Obligation for the purpose of providing funds, together with other legally
available funds of the City, to (i) finance the Cost of the Series 2014 Project, (ii) fund the Series
2014 Reserve Account (hereinafter defined) for the Series 2014 Note, and (ii) pay the Costs of
issuance of the Series 2014 Note. The City Commission hereby finds that the issuance of the
Series 2014 Note and the application of the proceeds of the Series 2014 Note as aforesaid will
serve a valid paramount public and municipal purpose in accordance with the Act. The Series
2014 Note shall be designated "City of Opa-Locka, Florida Capital Improvement Revenue Note,
Series 2014." The initial Registrar and the initial Paying Agent for the Series 2014 Note shall be
the City. The Series 2014 Note shall not be held in book-entry only form.
(c) The Series 2014 Note shall be executed in the manner set forth in the Master
Ordinance and shall be deposited with the City, as Registrar for the Series 2014 Note, for
authentication, but prior to or simultaneously with the authentication and delivery of the Series
2014 Note there shall be filed with the City Manager the following documents and opinions: (i) a
copy, certified by the City Clerk, of the 2014 Ordinance; (ii) an opinion of the City Attorney to
the effect that the 2014 Ordinance has been duly enacted by the City Commission and is in full
force and effect; (iii) an opinion or opinions of Bond Counsel to the effect that (A) the Pledged
Funds have been lawfully pledged, to the extent described in the 2014 Ordinance, for the
payment of the Series 2014 Note, (B) the Series 2014 Note constitutes a special and limited
obligation of the City payable in accordance with the provisions of the 2014 Ordinance, and (C)
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the interest on such Series 2014 Note is excluded from gross income for federal income tax
purposes, subject, in each case, to customary qualifications; and (d) any additional documents or
opinions as Bond Counsel or the Lender or its counsel may reasonably require.
(d) When (i) the documents mentioned above shall have been filed with the City
Manager, (ii) the Series 2014 Note shall have been executed by the City and authenticated by the
Registrar as required by the 2014 Ordinance, and (iii) the Lender shall have executed the Series
2014 Note Agreement, then the Registrar shall deliver such Series 2014 Note at one time to the
Lender. The specific application of proceeds of the Series 2014 Note, including without
limitation, amounts, if any, to be deposited in the funds and accounts established by the Master
Ordinance, shall be set forth in a certificate to be delivered by the Finance Director
simultaneously with the delivery of the Series 2014 Note. It shall be a condition to the issuance
and delivery of the Series 2014 Note that the Lender provide to the City, on the date of issuance
of the Series 2014 Note, with a Disclosure and Truth-in-Bonding Statement as required by
Section 218.385, Florida Statutes and a customary lender's certificate executed on behalf of the
Lender. The Series 2014 Note shall be deemed sold to the Lender for a purchase price equal to
the aggregate principal amount of the Advances made by the Lender under the Series 2014 Note.
(e) Notwithstanding anything to the contrary in the Master Ordinance, the reference
therein to Section 201.19, Florida Statutes in the definition of "Communication Services Tax,"
shall, for all purposes of the 2014 Ordinance, the Series 2014 Note and the Series 2014 Note
Agreement, be deemed to be a reference to Section 202.19, Florida Statutes.
Section 3 Form,Denominations,Date,Interest Rates and Maturity Dates.
(a) The Series 2014 Note is issuable only in fully registered form and shall be in
substantially the form set forth in Exhibit "A" to the Series 2014 Note Agreement, with such
appropriate variations, omissions and insertions as may be required therein and approved by the
City Manager as set forth in the Series 2014 Note Agreement and/or Series 2014 Note. The
Series 2014 Note shall be issued as a draw-down loan and Advances may be obtained thereunder
from the date of issuance thereof through and including the date that is approximately eighteen
months following such date of issuance, subject to extension, all as more fully set forth in the
Series 2014 Note Agreement. The Series 2014 Note shall be in authorized denominations equal
to the outstanding principal amount thereof from time to time. Principal and interest on the Series
2014 Note shall be payable as provided in the Series 2014 Note Agreement. The Series 2014
Note shall mature approximately ten years from its date of issuance, and shall bear interest at the
fixed rates per annum determined as set forth in Option #1 of the Term Sheet, subject to
adjustment as the result of a Determination of Taxability or Loss of Bank-Qualified Status, all as
set forth in the Series 2014 Note Agreement and/or Series 2014 Note; provided, however, that
the aggregate principal amount of the Series 2014 Note that may be advanced and outstanding
shall not exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) (collectively, the
"Parameters"). The Series 2014 Note shall be amortized over the periods reflected in the Series
2014 Note Agreement (hereinafter defined) and a balloon principal payment shall be due at the
final maturity of the Series 2014 Note.
(b) The City does not expect to issue more than $10,000,000 of tax-exempt
obligations in calendar year 2014, and expects to obtain an Advance of at least $50,000 under the
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Series 2014 Note in calendar year 2014, and therefore, the City hereby designates the Series
2014 Note as a qualified tax-exempt obligation within the meaning of Section 265(b)(iii) of the
Internal Revenue Code of 1986, as amended.
(c) The Series 2014 Note may have endorsed thereon such legends or text as may be
necessary or appropriate to conform to any applicable rules and regulations of any governmental
authority or any usage or requirement of law with respect thereto. The execution and delivery of
the Series 2014 Note substantially in the form mentioned above is hereby authorized, and the
execution of the Series 2014 Note for and on behalf of the City, with a facsimile or manual
signature, by the Mayor with the official seal of the City impressed or imprinted thereon and
attested, with a facsimile or manual signature, by the City Clerk, is hereby authorized and such
execution and delivery shall be conclusive evidence of any approval of the matters set forth in
the Series 2014 Note on behalf of the City.
Section 4. Matters Relating to Prepayment; Series 2014 Reserve Account.
(a) The Series 2014 Note shall be subject to prepayment as set forth in the executed
Series 2014 Note Agreement and Series 2014 Note, consistent with Option#1 in the Term Sheet.
(b) A "Series 2014 Reserve Account" in the Reserve Fund created under the Master
Ordinance is hereby established. The Series 2014 Reserve Account shall be funded with cash
(which may be invested in Investment Obligations) and may not be funded with a Reserve Fund
Insurance Policy or Reserve Fund Letter of Credit. The Series 2014 Reserve Account shall
secure only the Series 2014 Note.
(c) The Series 2014 Reserve Account shall be funded in the manner and at the times
set forth in the Series 2014 Note Agreement. The City Manager, in consultation with the City's
Finance Director, is hereby authorized to determine whether to use an Advance obtained under
the Series 2014 Note and/or other legally available revenues of the City, including the Pledged
Funds, to make deposits to the Series 2014 Reserve Account when necessary under the terms of
the Series 2014 Note Agreement.
Section 5. Loan; Series 2014 Note Agreement.
(a) The City hereby finds that, based on present market conditions, the volatility of
interest rates, the Communication Services Tax Revenues and Public Service Tax Revenues
comprising new revenue sources being pledged by the City which require extensive planning and
explanation, and the recommendation of the Financial Advisor, it would be in the best interest of
the City that a loan evidenced by the Series 2014 Note be obtained on a negotiated basis from the
Lender. The continuing disclosure requirements of the Rule shall not apply to the Series 2014
Note. Notwithstanding the provisions of the Master Ordinance, the Series 2014 Note Agreement
and/or Series 2014 Note shall set forth limitations on the ability of the Lender to transfer the
Series 2014 Note. The Lender and its permitted assigns shall be deemed to be the Registered
Owner of the Series 2014 Note for all purposes of the Series 2014 Ordinance.
(b) In making the determinations as to the details and other matters relating to the
Series 2014 Note and the documentation related thereto, the City Manager is entitled to consult
with and seek advice from the Financial Advisor, the Finance Director, the City Attorney and
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Bond Counsel. Subject to the Parameters and consistent with the Term Sheet, the terms of the
Series 2014 Note shall be as approved and determined by the City Manager and set forth in the
Series 2014 Note Agreement and/or the Series 2014 Note, with the execution and delivery of the
Series 2014 Note Agreement and Series 2014 Note being conclusive evidence of the City's
approval of the final details, terms and conditions of the Series 2014 Note Agreement and the
Series 2014 Note. In order to set forth additional covenants of the City and other matters that
may be required by the Lender or are otherwise necessary and appropriate, the execution and
delivery of a written agreement between the City and the Lender with respect to the Series 2014
Note (the "Series 2014 Note Agreement") is hereby authorized. The Series 2014 Note
Agreement shall be in substantially the form attached hereto as Exhibit A, with such changes,
insertions, modifications and additions as may approved by the City Manager, in consultation
with the Financial Advisor, the Finance Director, the City Attorney and Bond Counsel, subject to
the Parameters and consistent with the Term Sheet. Upon such approval, the Mayor (or any
member of the City Commission in the absence of the Mayor) is hereby authorized and directed
to execute, and the City Clerk is hereby authorized and directed to attest, the Series 2014 Note
Agreement. The execution and delivery of the Series 2014 Note Agreement shall constitute
conclusive evidence of the approval thereof. The Series 2014 Note Agreement shall be deemed
to be a "Covenant Agreement" with respect to the Series 2014 Note for all purposes of the 2014
Ordinance.
Section 6. Further Authority. The officers of the City, members of the City
Commission and other agents or employees of the City are hereby authorized to do all acts and
things required of them by the 2014 Ordinance for the full, punctual and complete performance
of all of the terms, covenants and agreements contained in the Series 2014 Note and the Series
2014 Note Agreement.
Section 7. Effect of Partial Invalidity; Amendment and Restatement. In case any
one or more of the provisions of this 2014 Series Ordinance or of the Series 2014 Note shall for
any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other
provisions of this 2014 Series Ordinance or the Series 2014 Note. The Original Series Ordinance
is hereby amended and restated in its entirety by this 2014 Series Ordinance.
Section 8. Conflict and Repealer. All ordinances or resolutions or parts of
ordinances or resolutions in conflict herewith, are hereby repealed.
INTENTIONALLY LEFT BLANK
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Section 9. Effective Date. This 2014 Series Ordinance shall take effect upon its
enactment.
PASSED AND ADOPTED on first reading this 14th day of May, 2014.
PASSED AND ENACTED on second reading this 28th day of May, 2014.
i i 3.-j/)
YR¢TAYLOR
MAYOR
4suo
t * • ---9-6(2."----,-
J•/nna Flores
City Clerk
Apprt I,ed as to form ,nd le.1 suf ' cy:
Alt �� � 1 �
Jo
ifS. Feller
t ' ' ENSP•ON MARDER, P.A
Attorney
Moved by: COMMISSIO " R HOLMES
Seconded by: COMMISSIONER JOHNSON
Commission Vote: 4-0
Commissioner Holmes: YES
Commissioner Johnson: YES
Commissioner Santiago: YES
Vice-Mayor Kelley: YES
Mayor Taylor: NOT PRESENT
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EXHIBIT A
A-1
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Draft 5/28/14
SERIES 2014 NOTE AGREEMENT
THIS SERIES 2014 NOTE AGREEMENT (this "Agreement") is made and entered
into as of the 3`d day of June, 2014 by and between THE CITY OF OPA-LOCKA, FLORIDA
(the "City") and CITY NATIONAL BANK OF FLORIDA (the "Lender") in connection with
the City's not exceeding $8,500,000 Capital Improvement Revenue Note, Series 2014 being
issued on this day and purchased by the Lender(the "Series 2014 Note").
RECITALS:
WHEREAS, on December 11, 2013 the City enacted Ordinance No. 13-40 (the "Master
Ordinance") and on May 28, 2014 enacted Amended and Restated Series Ordinance No. 14-04
(the "Series Ordinance," and collectively with the Master Ordinance, the "2014 Ordinance") (all
capitalized terms not otherwise defined herein having the meaning ascribed thereto in the 2014
Ordinance or in Article I hereof); and
WHEREAS, the City has approved the Term Sheet provided by the Lender which sets
forth certain of the terms and conditions upon which the Lender will purchase the Series 2014
Note and make Advances thereunder evidencing the Loan to the City; and
WHEREAS, the Series Ordinance contemplates the execution of this Agreement to set
forth additional covenants of the City, certain requirements of the Lender in connection with
such Loan to the City, and other matters relating to the Series 2014 Note.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the City and the Lender agree as follows:
Section 1.01 Definitions. In addition to the terms defined in the "Recitals" clauses
hereof and in the 2014 Ordinance, the following terms, as used herein, have the following
meanings:
"Advance" means an advance made by the Lender to the City under Article II, Section
2.01 hereof.
"Authorized Representative" means the Person designated from time to time as such by
the City in writing delivered to the Lender.
"Closing Date"means June 3, 2014.
"Determination of Taxability" means (i) the issuance by the Internal Revenue Service of a
statutory notice of deficiency or other written notification which holds in effect that the interest
payable on the Series 2014 Note is includable for federal income tax purposes in the gross
income of the registered Owner thereof, which notice or notification is not contested by either
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the City or any registered Owner of the Series 2014 Note, or (ii) a determination by a court of
competent jurisdiction that the interest payable on the Series 2014 Note is includable for federal
income tax purposes in the gross income of the registered Owner thereof, which determination
either is final and non-appealable or is not appealed within the requisite time period for appeal,
or (iii) the admission in writing by the City to the effect that interest on the Series 2014 Note is
includable for federal income tax purposes in the gross income of the registered Owner thereof.
For all purposes of this Series 2014 Note Agreement, a Determination of Taxability shall be
deemed to occur with respect to the Series 2014 Note on the date as of which the interest on such
Series 2014 Note is deemed includable in the gross income of the registered Owner of such Note.
"Final Advance Date" means the earlier of December 1, 2015 (subject to extension as
provided for in Article II, Section 2.01(b) hereof) or the date on which the City obtains
Advances, in the aggregate, of $8,500,000, which is equal to the maximum principal amount
available to be advanced pursuant to the Series 2014 Note. For all purposes hereof, the term
"Final Advance Date" shall be deemed to be the date subsequent to December 1, 2015, if any, to
which an extension is granted by the Lender as provided for in Article II, Section 2.01(b) hereof.
"Interest Payment Date" means the first day of each month (or the next Business Day if
such date is not a Business Day).
"Loan" means the aggregate principal amount of all Advances made by the Lender to the
City pursuant to Article II, Section 2.01 hereof.
"Loan Documents" means, collectively, this Agreement, the Series 2014 Note, the 2014
Ordinance, and all documents, certificates and agreements executed and delivered in connection
therewith.
"Loss of Bank Qualified Status" shall mean that the Series 2014 Note ceases to be a
"qualified tax-exempt obligation" within the meaning of Section 265(b) of the Code on the date
of delivery, or at any time thereafter; provided, no Loss of Bank Qualified Status shall be
deemed to occur unless the City has been given written notice of such occurrence and, to the
extent permitted by law, an opportunity to participate in and seek, at the City's own expense, a
final administrative determination by the Internal Revenue Service or determination by a court of
competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such
Loss of Bank Qualified Status.
"Maturity Date" means June 1, 2024.
"Non-Bank Qualified Rate" means (i) from the Closing Date through and including June
1, 2019, or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by
the Series 2014 Note, a fixed rate per annum of %, and (ii) from and after June 2, 2019,
through and including the Maturity Date or earlier prepayment in whole of the outstanding and
unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum equal to the 5 year
swap rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the
Board of Governors of the Federal Reserve System, or any successor publication, in effect five
(5) days prior to June 2, 2019, plus 2.22%, subject to Section 1.01(b) hereof.
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"Notice of Borrowing" shall mean each notice of borrowing described in Article II,
Section 2.01(c) hereof, which shall be in substantially in the form attached as Exhibit B hereto.
"Prepayment Fee" shall have the meaning ascribed thereto in Article II, Section 2.06
hereof.
"Series 2014 Note" means the promissory note of even date herewith from the City in
favor of the Lender, the form of which is attached hereto as Exhibit A.
"Series 2014 Reserve Requirement" means an amount equal to the Principal and Interest
Requirements on the Series 2014 Note for the twelve months immediately following the Final
Advance Date, subject to the provisions of Article II, Section 2.07 hereof.
"State" means the State of Florida.
"Taxable Rate" means (i) from the Closing Date through and including June 1, 2019, or
earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series
2014 Note, a fixed rate per annum of %, and (ii) from and after June 2, 2019, through and
including the Maturity Date or earlier prepayment in whole of the outstanding and unpaid
Advances evidenced by the Series 2014 Note, a fixed rate per annum equal to the 5 year swap
rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the Board
of Governors of the Federal Reserve System, or any successor publication, in effect five (5) days
prior to June 2, 2019, plus 2.405%, subject to Section 1.01(b)hereof.
"Tax-Exempt Rate" means (i) from the Closing Date through and including June 1, 2019,
or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series
2014 Note, a fixed rate per annum of %, and (ii) from and after June 2, 2019, through and
including the Maturity Date or earlier prepayment in whole of the outstanding and unpaid
Advances evidenced by the Series 2014 Note, a fixed rate per annum equal to the 5 year swap
rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the Board
of Governors of the Federal Reserve System, or any successor publication, in effect five (5) days
prior to June 2, 2019, plus 1.85%; in each case, subject to adjustment as provided herein as a
result of a Determination of Taxability or Loss of Bank-Qualified Status and subject to Section
1.01(b) hereof.
"Term" shall have the meaning specified in Article VI, Section 6.01 hereof.
"Termination Date" shall have the meaning specified in Article VI, Section 6.01 hereof.
ARTICLE I
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GENERAL
Section 1.01 Accounting Terms and Determinations; Interest Rates.
(a) Unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made and all financial statements
required to be delivered hereunder shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis consistent (except for
changes concurred in by the City's independent public accountants in the case of financial
statements reported on by such accountants) with the most recent audited financial statements of
the City delivered to the Lender.
(b) For purposes of the definitions of "Non-Bank Qualified Rate," "Taxable Rate"
and "Tax-Exempt Rate," in the event the Federal Reserve Bank no longer publishes a five-year
swap rate at any time the interest rate in clause (ii) of each such definition is to be calculated, the
Lender shall choose, in its sole discretion, a substitute index based on similar or comparable
information; provided, however the Lender shall notify the City in writing at least thirty (30)
days prior to the date the applicable interest rate per annum will change as a result of a substitute
index in order to provide the City with an opportunity to consult with Bond Counsel to determine
if a reissuance of the Series 2014 Note will occur for purposes of the Code. The Non-Bank
Qualified Rate, Taxable Rate and Tax-Exempt Rate, as applicable, shall not exceed the maximum
rate permitted by law. For purposes of Section 215.84, Florida Statutes, the interest rate per
annum borne by the Series 2014 Note from the Closing Date to the Maturity Date shall be
deemed to be a variable rate.
Section 1.02 Interpretation. All words used herein shall be construed to be of such
gender or number of the circumstances require.
Section 1.03 Time; Receipt of Payments. All references to time herein shall be
deemed to refer to local time in the City. Payments of principal of and interest on the Series 2014
Note due on a day that is not a Business Day and paid on next succeeding Business Day will be
deemed to have been paid on the date when due and no interest shall accrue for the period after
such due date if payment is made on the next succeeding Business Day.
Section 1.04 Loan Not a General Obligation; Matters Relating to 2014 Ordinance.
(a) The Advances and the interest payable thereon evidencing the Loan represented
by the Series 2014 Note or any other obligations of the City under the 2014 Ordinance, this
Agreement or the Series 2014 Note shall not constitute a general obligation or general
indebtedness of the City within the meaning of the Constitution and laws of the State. Such
obligations do not constitute either a pledge of the full faith and credit of the City or a lien upon
any property of the City, other than the funds expressly pledged thereto. Neither the Lender nor
any other Person shall ever have the right to compel the exercise of any taxing power of the City
or any other public authority or governmental body to pay the principal of, or the interest on, the
Advances representing the Loan evidenced by the Series 2014 Note or to pay any other amounts
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required to be paid pursuant to the 2014 Ordinance, this Agreement or the Series 2014 Note.
Rather, all such obligations under the 2014 Ordinance, this Agreement and under the Series 2014
Note shall be secured solely by the Pledged Funds expressly pledged thereto pursuant to the
2014 Ordinance.
(b) The Series 2014 Note shall be subject to all the provisions of the 2014 Ordinance,
except to the extent expressly otherwise stated in this Agreement.
ARTICLE II
CERTAIN MATTERS RELATING TO LOAN AND ADVANCES; SERIES 2014
RESERVE ACCOUNT
Section 2.01 Loan;Advances; Notice of Borrowing.
(a) Subject to the terms and conditions hereof, the Lender agrees to make the
Advances representing the Loan evidenced by the Series 2014 Note to the City, by making
Advances from time to time through the Final Advance Date, subject to the terms and conditions
hereof. The aggregate principal amount of all Advances shall not exceed $8,500,000.
Installments of unpaid principal and interest on the Advances shall be payable monthly as
follows, subject to earlier prepayment in whole of the principal amount of all outstanding and
unpaid Advances, plus interest accrued thereon to the prepayment date at the applicable interest
rate per annum provided for herein, plus the Prepayment Fee, if applicable:
(i) prior to the Final Advance Date, monthly payments of interest only, calculated
based on the principal amount of Advances outstanding and unpaid, shall be due and
payable on each Interest Payment Date, commencing July 1, 2014,
(ii) following the Final Advance Date, through and including June 1, 2019,
subject to earlier prepayment, substantially equal monthly payments of principal and
interest for the period from the Final Advance Date through and including June 1, 2019,
calculated based on the principal amount of Advances outstanding and unpaid and
assuming a 240-month amortization period commencing on the Final Advance Date, shall
be due and payable on each Interest Payment Date, commencing on the first day of the
month following the Final Advance Date; and
(iii) from June 2, 2019 through the Maturity Date, subject to earlier
prepayment, substantially equal monthly payments of principal and interest for the period
from June 2, 2019 through the Maturity Date (excluding the final payment of principal
and interest due on the Maturity Date), calculated based on the principal amount of
Advances outstanding and unpaid and assuming a 198-month amortization period
commencing on June 2, 2019, shall be due and payable on each Interest Payment Date,
commencing on July 1, 2019.
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Advances shall be applied to pay Costs associated with the Series 2014 Project and Costs
of issuance of the Series 2014 Note and may be used to fund deposits to the Series 2014 Reserve
Account, subject to Article II, Section 2.07 hereof.
(b) Each Advance shall be in a minimum amount of $10,000. No Advances shall be
made after the initial Final Advance Date of December 1, 2015; provided, however the City may
request an extension of such initial Final Advance Date of up to 180 days, which extension may
be provided in the Lender's sole discretion. Any request for such extension must be delivered by
the City to the Lender in writing no later than 45 days prior to the initial Final Advance Date.
The Lender shall notify the City in writing prior to the initial Final Advance Date as to whether it
will provide an extension and, if so provided, the date to which the initial Final Advance Date
will be extended.
(c) A Notice of Borrowing shall be delivered by an Authorized Representative of the
City to the Lender by 11:00 a.m. at least one Business Day prior to the date on which an Advance
is requested to be funded. Each Notice of Borrowing shall be substantially in the form attached
hereto as Exhibit B.
(d) Upon receipt of a Notice of Borrowing, the Lender shall fund the Advance
requested prior to 2:00 p.m. on the succeeding Business Day as is specified in the Notice of
Borrowing; provided that if the Notice of Borrowing is made after 11:00 a.m. on any day, the
Lender shall fund the Advance requested prior to 2:00 p.m. on the second succeeding Business
Day as is specified in the Notice of Borrowing. On the date the Advance is to be funded, the
Lender shall make available the amount of the Advance requested in federal or other
immediately available funds for the account of the City specified in the Notice of Borrowing.
(e) A Notice of Borrowing may be revoked by the City upon delivery of a written
notice revoking such Notice of Borrowing to the Lender not later than 11:00 a.m. on the date the
proposed Advance is to be funded.
(f) Notwithstanding anything to the contrary herein, the initial Advance in the
amount of $ shall be made pursuant to a Notice of Borrowing given by the City to
the Lender on the Closing Date and such Advance will be funded prior to 2:00 p.m. on the
Closing Date.
(g) The Lender shall notify the City five (5) Business Days prior to June 2, 2019 of
the Tax-Exempt Rate to be borne by the Series 2014 Note in accordance herewith commencing
on June 2, 2019. The Lender shall bill the City on a monthly basis indicating the amounts
payable by the City with respect to the Series 2014 Note for the upcoming month, commencing
with the first payment due under the Series 2014 Note.
(h) The Lender may impose a late payment fee of 5% of any amount not paid with
respect to the Series 2014 Note within 10 days of the due date.
Section 2.02 Bank Qualification; Exclusion of Interest. The City has designated the
Series 2014 Note as a "qualified tax exempt obligation" for purposes of Section 265(b)(3) of the
Code and agrees that it will take no action which will directly or indirectly affect the tax-favored
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status of the Series 2014 Note under Section 265(b)(3) of the Code. The City hereby agrees that
it will not knowingly take any action which will directly or indirectly affect the exclusion from
federal income taxes of interest on the Series 2014 Note.
Section 2.03 Costs and Expenses. The City agrees to pay at closing the Lender's credit
review fee in the amount of $12,500 (the Lender acknowledging that the City has heretofore
prepaid $8,750 of such fee) and the Lender's attorneys' fees in the amount of$7,500 incurred in
connection with the preparation, execution and delivery of this Series 2014 Note Agreement. In
addition to the amounts described above in this Section 2.03, the City agrees to pay any and all
other reasonable and necessary amounts, charges and expenses which the Lender may pay or
incur in connection with any amendment of this Agreement requested by the City or any waiver
hereunder requested by the City upon receipt by the City of a written statement of any such
amounts. If an Event of Default shall occur under Section 701 of the Master Ordinance, the City
agrees to pay all of the Lender's costs and fees of collection, whether suit be brought or not,
including any reasonable attorney's fees (including, if any, those incurred at the appellate level).
In the event of any dispute between the City and the Lender relating to the Loan Documents
(other than the matters referred to in the preceding sentence), each party shall be responsible for
its own attorney's fees.
Section 2.04 General Provisions as to Payments. The City shall make payment of
all amounts owed to the Lender hereunder and under the Series 2014 Note in lawful currency of
the United States no later than 2:00 p.m. on the date when due, in federal or other immediately
available funds, in accordance with standing payment instructions provided by the Lender. Any
payment received by the Lender after 2:00 p.m. shall be deemed to have been received by the
Lender on the next succeeding Business Day. The Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the City and the amounts
payable and paid from time to time hereunder. The failure to record any such amount shall not,
however, limit, expand or otherwise affect the obligations of the City hereunder to repay all
amounts owed hereunder, together with all interest accrued thereon at the interest rate per annum
applicable under the Series 2014 Note. The City shall enter into appropriate written arrangements
with the Lender to provide for automatic debiting by the Lender of payments of principal and
interest when due with respect to the Series 2014 Note (including as the result of an optional
prepayment).
Section 2.05 Interest Rates. The City agrees to pay to the Lender interest on and any
and all amounts owed by the City under this Agreement and the Series 2014 Note from the date
such amounts were loaned as evidenced by Advances until paid in full at an interest rate per
annum (computed on the basis of a year of three hundred sixty (360) days consisting of twelve
(12) thirty (30)-day months) equal to the Tax-Exempt Rate. Upon a Determination of Taxability,
the interest rate per annum shall instead be equal to the Taxable Rate effective retroactively as of
the date of the Determination of Taxability. Upon a Loss of Bank Qualified Status, in the
absence of a Determination of Taxability, the interest rate per annum shall instead be equal to the
Non-Bank Qualified Rate, effective retroactively as of the date of the Loss of Bank Qualified
Status. In addition, the Lender shall be paid an amount equal to any additions to tax, interest and
penalties, and any arrears in interest that are required to be paid to the United States of America
by the Lender as a result of a Determination of Taxability or Loss of Bank Qualified Status. All
such additional interest, additions to tax, penalties and interest shall be paid by the City within
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sixty (60) days following the Determination of Taxability or Loss of Bank Qualified Status, as
applicable, and demand by the Lender. The Lender shall advise the City in writing within a
reasonable time in good faith what amounts, if any, are owing as a result of a Determination of
Taxability or Loss of Bank Qualified Status as described herein. Notwithstanding anything to the
contrary herein or in the 2014 Ordinance, it shall not be an Event of Default under the 2014
Ordinance, hereunder or under the Series 2014 Note in the event a Determination of Taxability
or Loss of Bank Qualified Status shall occur, regardless of any action or inaction by the City.
Section 2.06 Optional Prepayment. The City may, at any time and from time to time,
prepay any Advances made to it in whole or in part, by paying the principal amount thereof to be
prepaid, together with accrued interest thereon to the date of prepayment, without penalty or
premium; provided, however, if such prepayment is made on or before June 2, 2019 as a result of
refinancing the Series 2014 Note with a financial institution other than the Lender, the City shall
additionally pay to the Lender a prepayment fee equal to 1% of the principal amount of the
Advances to be prepaid (the "Prepayment Fee"). In the event of any partial prepayment of the
Advances outstanding, each partial prepayment shall be applied first to accrued interest, and then
to such principal installments as the City shall designate by notice in writing delivered to the
Lender simultaneously with such partial prepayment. Notwithstanding anything to the contrary
in the 2014 Ordinance, notice of any such prepayment, specifying the desired redemption date
and the principal amount to be redeemed, shall be sent to the Lender at least ten (10) days prior
to the date of prepayment (the "Redemption Notice"). The City may revoke any Redemption
Notice, once given, up to two business days prior to the redemption date specified in the
Redemption Notice; thereafter such Redemption Notice shall be irrevocable.
Section 2.07 Series 2014 Reserve Account.
(a) The City shall cause the Series 2014 Reserve Account to be funded no later than
the Final Advance Date, in an amount equal to the Series 2014 Reserve Requirement from the
Pledged Funds, from other legally available revenues of the City, and/or from an Advance;
provided, however, an Advance may not be used to fund any portion of the Series 2014 Reserve
Requirement in an amount in excess of ten percent (10%) of the proceeds (as such term is
defined under the Code for such purpose) of the Series 2014 Note, determined as of the Final
Advance Date. In addition, the City may obtain an Advance to be used to fund all or any portion
of the Series 2014 Reserve Requirement only contemporaneously with the final Advance made
hereunder.
(b) Monies in the Series 2014 Reserve Account shall be applied as provided in
Section 405 of the Master Ordinance. The failure to have an amount equal to the Series 2014
Reserve Requirement on deposit in the Series 2014 Reserve Account prior to the Final Advance
Date and/or a withdrawal from the Series 2014 Reserve Account shall not be an Event of Default
under the 2014 Ordinance, this Agreement or under the Series 2014 Note; provided, however,
that any withdrawal from the Series 2014 Reserve Account shall be replenished by the City in
twelve (12) equal monthly installments, commencing on the first day of the month following
such withdrawal (or the next Business Day if such date is not a Business Day).
Section 2.08 Lender Letter; Restrictions on Transfer. The Lender may transfer the
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Series 2014 Note in whole, but not in part, in minimum denominations of $100,000, subject to
the prior written consent of the City, which shall not be unreasonably withheld. Any transferee
must be a bank, trust company, savings institution or insurance company that is engaged as a
regular part of its business in making loans and authorized to do business in Florida and will be
required to deliver to the City a lender letter substantially in the form attached hereto as Exhibit
C.
ARTICLE III
CONDITIONS
Section 3.01 Conditions to Effectiveness. This Series 2014 Note Agreement shall
become effective upon the Closing Date on which:
(a) the Lender shall have received all of the following items in form and substance
satisfactory to the Lender and its counsel:
(i) a counterpart of this Agreement and the Series 2014 Note, duly executed
by the City and the Lender, as applicable;
(ii) the opinions and certificates referred to in Section 1(c) of the Series
Ordinance;
(iv) payment of the Lender's and its counsel's fees and expenses in accordance
with Section 2.03 hereof; and
(v) such other documents, instruments, approvals and, if requested by the
Lender, certified duplicates of executed copies thereof, and opinions as the Lender or its
counsel may reasonably request.
(b) The City shall have received all of the following:
(i) a counterpart of this Agreement duly executed by the Lender and a copy of
the Series 2014 Note;
(ii) a lender letter in the form attached as Exhibit C and a truth in bonding
statement in the form attached as Exhibit D, each duly executed by the Lender; and
(iii) such other documents, instruments, approvals and, if requested by the
City, certified duplicates of executed copies thereof, and opinions as the City or its
counsel may reasonably request.
ARTICLE IV
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REPRESENTATIONS AND WARRANTIES
Section 4.01 Powers. The City represents and warrants that has full power and
authority to execute, deliver and perform its obligations under the 2014 Ordinance, this
Agreement and the Series 2014 Note. The City and the Lender agree that the City has not sought,
nor will it ever be required by Lender to seek, referendum approval to enable it to grant a
mortgage on all or any portion of the Series 2014 Project (including the related site) owned by
the City in favor of the Lender.
Section 4.02 Authorization; Contravention. The City represents and warrants that
the execution, delivery and performance by the City of this Agreement have been duly
authorized by all necessary action on the part of the City, do not and will not conflict with, or
result in a violation of, any provision of law, or any order, writ, rule or regulation of any court or
governmental department, commission, board, bureau, agency or instrumentality binding upon or
applicable to the City and does not and will not conflict with, result in a violation of, or
constitute a default under, any agreement or instrument to which the City is a party or by which
the City or any of its property is bound.
Section 4.03 Governmental Consent or Approval. The City represents and warrants
that no authorization, consent, approval, permit, license or exemption of or by, or filing or
registration with, any court or governmental department, commission, board, bureau, agency or
instrumentality, and no vote or other approval by the people of the City, is or will be necessary
for the due execution, delivery and performance by the City of this Agreement, except as
provided in this Agreement. All such authorizations, consents, approvals, permits, licenses or
exemptions, and such filings or registrations as provided in this Agreement, have been obtained
or completed, respectively.
Section 4.04 Binding Effect. The City represents and warrants that this Agreement
constitutes the valid and binding obligation of the City and is enforceable against the City in
accordance with its terms except to the extent, if any, that the enforceability hereof may be
limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar
law affecting the enforcement of creditor's rights heretofore or hereafter enacted and (ii) the fact
that enforcement may also be subject to the exercise of judicial discretion in appropriate cases.
Section 4.05 Litigation. The City represents and warrants that there is no action,
suit or proceeding, at law or in equity, before or by any court or arbitrator or any governmental or
other board, body or official pending or, to the best knowledge of the City, threatened, and there
is no inquiry or investigation, against or affecting the City, nor, to the best knowledge of the City,
is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially
adversely affect (i) the validity or enforceability of, or the authority or ability of the City to
perform its obligations under the 2014 Ordinance, this Agreement or the Series 2014 Note, (ii)
the validity or enforceability of the pledge of the Pledged Funds pledged to the Series 2014 Note
as set forth in the 2014 Ordinance, or (iii) the exclusion of interest paid under the Series 2014
Note from the gross income of the recipient thereof for purposes of federal income taxes.
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Section 4.06 Complete and Correct Information. The City represents and warrants
that all information, reports, financial statements and other papers and data with respect to the
City furnished to the Lender in connection with this Agreement and the Series 2014 Note were,
at the time the same were so furnished, complete and correct in all material respects, to the extent
necessary to give the Lender a true and accurate knowledge of the subject matter. The City
represents and warrants that no document furnished or statement made by the City in connection
with the negotiation, preparation or execution of this Agreement contains any untrue statement of
a fact or omits to state a material fact necessary in order to make the statements contained therein
not misleading.
Section 4.07 Representations Regarding Existing Indebtedness. As of the date
hereof, there exists no pledge of the Pledged Funds to any existing indebtedness of the City.
ARTICLE V
FURTHER AGREEMENTS
Section 5.01 Environmental Report. The Lender acknowledges that the City has not
provided an environmental report to the Lender with respect to the site on which the
administrative building and related facilities comprising the Series 2014 Project will be located.
Section 5.02. Plan and Cost Review. The Lender acknowledges that it has received
and reviewed an estimated budget for the administrative building and related facilities
comprising the Series 2014 Project.
Section 5.03 Insurance.
(a) The City shall obtain, prior to commencement of construction of the building
included in the Series 2014 Project, and thereafter maintain throughout the Term, subject to the
requirements of State law and if reasonably available from a commercial carrier, a standard
comprehensive general liability insurance policy or policies in protection of the City, its
members, officers, agents and employees. Said policy or policies shall at a minimum provide for
indemnification of said parties against direct or contingent loss or liability for damages for bodily
and personal injury, death or property damage occasioned by the acquisition, installment or
operation of the Series 2014 Project. Said policy or policies shall at a minimum provide
coverage equal to the liability limits set forth in Section 768.28, Florida Statutes, as the same
may be amended from time to time, and in a minimum amount of $500,000 for damage to
property (subject, in each case, to a deductible clause as the City may determine from time to
time). Such liability insurance may be maintained as part of or in conjunction with any other
liability insurance coverage that the City is required to carry. Notwithstanding the foregoing,
during acquisition, construction and installation of the building included in the Series 2014
Project, the insurance required by this Section 5.03 may be provided by the contractor
constructing the building.
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(b) The City shall obtain, prior to commencement of construction of the building
included in the Series 2014 Project, and thereafter maintain throughout the Term, subject to the
requirements of State law, property and casualty insurance (excluding windstorm insurance) with
respect to the Series 2014 Project. Such insurance shall be in an amount equal to one hundred
percent (100%) of the replacement cost of the Series 2014 Project (except that such insurance
may be subject to deductible clauses not to exceed $100,000 in the aggregate for any one loss).
Such insurance may be maintained as part of or in conjunction with any other fire and extended
coverage insurance carried or required to be carried by the City, and may be maintained in whole
or in part in the form of self-insurance by the City. Such insurance shall explicitly waive any co-
insurance penalty. Notwithstanding the foregoing, during the acquisition, construction and
installation of the building and other facilities included in the Series 2014 Project, the City shall,
in lieu of the foregoing, obtain builder's all risk damage insurance in an amount not less than the
full value of all work in place and materials and equipment provided or delivered by each
supplier.
(c) The City shall obtain upon completion of construction of the building and
facilities included in the Series 2014 Project, and thereafter maintain throughout the Term,
subject to the requirements of State law, flood insurance for any property included in the Series
2014 Project that is located in a federally designated flood plain in such amounts per occurrence
as are available at commercially reasonable costs and in a minimum amount equal to $500,000
unless not so available at commercially reasonable rates and, in any event, in minimum amounts
necessary to qualify for federal disaster relief programs. In the event the City considers flood
insurance to be unavailable at commercially reasonable rates, it shall so notify the Lender. If the
Lender identifies insurance for such coverage at commercially reasonable rates, the City shall be
obligated to cause such insurance to be obtained and maintained. In the event that the City
determines that flood insurance is unavailable at commercially reasonable rates, the City shall
maintain or cause to be maintained such flood insurance in whole in the form of self-insurance.
(d) The insurance that the City is required to maintain or cause to be maintained
pursuant to this Section 5.03 shall be provided by a commercial insurer rated "A" by A.M. Best
or in the two highest rating categories of S&P and Moody's.
Section 5.04 Depository and Treasury Services. No later than one hundred twenty
(120) days following the Closing Date, the City shall take such actions as may be necessary to
cause the Lender to serve as the primary depository of the City's funds and to provide all
treasury services to the City as may be requested by the City. Unless the Lender otherwise
consents in writing, the City shall maintain such primary depository and treasury services
relationship with the Lender throughout the Term, and failure to do so shall be deemed an Event
of Default with respect to the Series 2014 Note for purposes of the 2014 Ordinance, this
Agreement and the Series 2014 Note. Nothing herein shall be construed to require the City to
maintain any minimum or specified amount on deposit with the Lender nor to give the Lender a
right of set-off against any accounts or funds maintained by the City with the Lender for amounts
payable by the City under the 2014 Ordinance, this Agreement or the Series 2014 Note.
Section 5.05 Funds and Accounts; Deposit of Pledged Funds. During the Term, the
Tax Revenues Fund and the Series 2014 Reserve Account established under the 2014 Ordinance
shall be evidenced by bank accounts established and maintained with the Lender.
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Notwithstanding anything to the contrary in the 2014 Ordinance, the City covenants that during
the Term it will cause the Finance Director to deposit Communications Services Tax Revenues
and Public Service Tax Revenues, as the same are collected, to the Tax Revenues Fund.
Section 5.06 Reporting Requirements. The City agrees that during the Term it shall
deliver to the Lender:
(a) no later than 180 days after the end of the applicable Fiscal Year of the City,
commencing with the Fiscal Year ending September 30, 2014, a copy of the City's audited
financial statements, together with a compliance certificate in the form of Exhibit E signed by an
Authorized Representative;
(b) within thirty(30) days after the end of each semi-annual period during each Fiscal
Year of the City, commencing with the semi-annual period ending September 30, 2014, a copy of
the City's unaudited semi-annual financial statements for the applicable period then ended;
provided, however, if the City desires to modify the format of such semi-annual financial
statements from the format reviewed and approved by the Lender as of the date hereof, such
semi-annual financial statements shall be presented in a format mutually agreed to by the City
and the Lender; and
(c) Within 30 days after the same is adopted, a copy of the annual budget of the City,
provided, however, such budget shall be delivered to the Lender no later than October 31st of
each Fiscal Year of the City.
Failure of the City to provide the required reports, budget and/or compliance certificate
specified in this Section 5.06 within the applicable time periods specified herein shall not
constitute an Event of Default under the 2014 Ordinance, this Agreement or the Series 2014
Note, provided that the City is diligently proceeding with the actions necessary to enable it to
provide to the Lender the required reports, budget and/or compliance certificate as soon as
practicable following the applicable time periods set forth herein.
Section 5.07 Additional Obligations and Refunding Obligations; Amendment to
Ordinance; Certain Matters Relating to Fiduciaries in the Master Ordinance.
(a) During the Term, the City will not issue any Additional Obligations or Refunding
Obligations under the Master Ordinance without the prior written consent of the Lender, in its
sole discretion, other than Refunding Obligations the proceeds of which will be applied (together
with other legally available funds of the City, if applicable) to refund and defease, in whole, the
Series 2014 Note by prepaying outstanding and unpaid Advances, together with interest accrued
thereon to the prepayment date, and the Prepayment Fee, if applicable.
(b) The City will not amend or supplement the 2014 Ordinance without the prior
written consent of the Lender, which will not be unreasonably withheld.
(c) While the City is serving as Paying Agent and Registrar with respect to the Series
2014 Note, it shall not be deemed to be acting as a "Fiduciary" within the meaning of the Master
Ordinance for purposes of Sections 801, 803 and 805 of the Master Ordinance.
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Section 5.08 Debt Service Coverage Ratio.
(a) The City agrees that during the Term it will maintain a Debt Service Coverage
Ratio (hereinafter defined), calculated as of October 1 of each Fiscal Year of the City, of not less
than 1.25 to 1. For purposes hereof, "Debt Service Coverage Ratio" shall mean the ratio of(i) the
sum of the Communications Services Tax Revenues and Public Service Tax Revenues (adjusted
as hereinafter provided) for the applicable Fiscal Year of the City then ended, to (ii) all Principal
and Interest Requirements on the Series 2014 Note in the applicable Fiscal Year of the City then
ended, reduced as appropriate in the event prepayments of Advances were made during such
Fiscal Year then ended. For purposes of determining the sum of the Communications Services
Tax Revenues and Public Service Tax Revenues referenced in clause (i) of the preceding
sentence, the City may take into account amounts then on deposit in the Series 2014 Reserve •
Account as if such amounts represented Communications Services Tax Revenues and Public
Service Tax Revenues.
(b) In the event the City utilizes amounts in the Series 2014 Reserve Account to meet
the Debt Service Coverage Ratio as provided for in the preceding subparagraph, the amount so
utilized shall be treated as if it were a withdrawal from the Series 2014 Reserve Account and
such amount shall be added to the Series 2014 Reserve Account over the period specified in
Section 2.07 hereof for replenishment of the Series 2014 Reserve Account. The foregoing is
referred to, in the aggregate, as the "Additional Reserve Deposit." If, on any October 1
subsequent to an October 1 on which the City utilizes amounts in the Series 2014 Reserve
Account to meet the Debt Service Coverage Ratio as provided for in the preceding subparagraph,
the sum of the Communications Services Tax Revenues and Public Service Tax Revenues for the
applicable Fiscal Year of the City then ended is sufficient to meet the Debt Service Coverage
Ratio, the City may immediately withdraw from the Series 2014 Reserve Account an amount
equal to the aggregate Additional Reserve Deposit actually deposited to the Series 2014 Reserve
Account.
(c) Failure to maintain a Debt Service Coverage Ratio of at least 1.25 to 1 as
aforesaid shall not be an Event of Default hereunder provided that no Event of Default has
occurred under Section 701(a) or 701(b) of the Master Ordinance and the City is not in default of
its obligation to replenish withdrawals from the Series 2014 Reserve Account pursuant to Article
II, Section 2.07 hereof.
Section 5.09 Change in Audit Firm. During the Term, in the event the City
Commission will consider the selection of a firm of certified public accountants to prepare its
audited annual financial statements that is different from the firm that was selected to prepare the
City's audited financial statements for the year ended September 30, 2014, the City shall notify
the Lender in writing at least thirty (30) days prior to such matter being considered by the City
Commission, identifying the firm or firms to be considered.
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ARTICLE VI
TERM
Section 6.01 Term.
(a) The term of this Agreement shall commence on the Closing Date and continue
through the Maturity Date (the "Term"); provided, however, that the City may terminate the
Term hereof upon the prepayment in whole of the outstanding and unpaid Advances representing
the Loan evidenced by the Series 2014 Note in accordance herewith (the "Termination Date").
All unpaid principal of the Advances and interest accrued thereon shall be due and payable in
full on the Termination Date, together with the Prepayment Fee, if applicable.
(b) Upon termination of the Term, and the payment by City of all sums of money due
or to become due according to the provisions hereof and of the 2014 Ordinance, the right, title
and interest of the Lender hereunder with respect to the Series 2014 Note and the Pledged Funds
pledged thereto shall cease, terminate and become void, and such Series 2014 Note shall cease to
be entitled to any lien, benefit or security hereunder or under the 2014 Ordinance and the Series
2014 Note shall be returned by the Lender to the City, marked "cancelled."
ARTICLE VII
MISCELLANEOUS
Section 7.01 Governing Law. This Agreement is prepared and entered into with the
intention that the law of the State shall govern the construction of this Agreement, the 2014
Ordinance and the Series 2014 Note. The City hereby submits itself to jurisdiction in the State
for any action or cause of action arising out of or in connection with this Agreement, the 2014
Ordinance or the Series 2014 Note, and agrees that venue for any such action shall be in Miami-
Dade County, Florida, and waives any and all rights under the laws of any state to object to
jurisdiction or venue within Miami-Dade County, Florida.
Section 7.02 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THE 2014 ORDINANCE, THIS AGREEMENT OR THE SERIES 2014
NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE
LENDER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND TO MAKE A LOAN
TO THE CITY EVIDENCED BY THE SERIES 2014 NOTE.
Section 7.03 Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopy, other facsimile transmission, or
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similar writing) and shall be given to such party at its address or facsimile number set forth
herein or such other address or telex number as such party may hereafter specify for the purpose
of giving notice.
If to the City: City of Opa-Locka, Florida
Attn: City Manager
3400 NW 135th Street, Building B
Opa-Locka, Florida 33054
If to the Lender: City National Bank of Florida
1450 Brickell Avenue, 28th Floor
Miami, Florida 33131
Attn: Greg Mangram
Each such notice, request or other communication shall be effective (i) if given by
facsimile, on the date sent if a confirmation is received and if such notice is also sent in the
manner described in item (ii) below, (ii) if given by mail, seventy-two (72) hours after such
communication is deposited in the mails with first class postage prepaid, addressed as aforesaid
or (iii) if given by any other means, when delivered at the address specified or referred to in this
Section; provided that notices to the Lender under Article II hereof shall not be effective until
received.
Section 7.04 Amendments and Waivers. No amendment or waiver of any provision
of this Agreement nor consent to any departure by the City from any such provision shall in any
event be effective unless the same shall be in writing and signed by the Lender and the City. Any
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. In the event any agreement contained in this Agreement should be
breached by the City and thereafter waived by the Lender, or breached by the Lender and
thereafter waived by the City, such waiver shall be limited to the particular breach so waived for
the specific period set out in such waiver and such waiver shall not constitute a waiver of such
breach for any other period and shall not waive any other or similar breach hereunder.
Section 7.05 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be an original; however, all such
counterparts together shall constitute but one and the same instrument. Signature and
acknowledgment pages, if any, may be detached from the counterparts and attached to a single
copy of this document to physically form one document.
[Signatures on Following Page]
16
16111582v8
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.
CITY OF OPA-LOCKA,FLORIDA
By:
Myra L. Taylor, Mayor
By:
Kelvin L. Baker, City Manager
(SEAL)
Attest:
By:
Joanna Flores, City Clerk
CITY NATIONAL BANK OF FLORIDA
By:
Greg Mangram, Vice President
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16111582v8
EXHIBIT A
FORM OF SERIES 2014 NOTE
THIS OBLIGATION MAY ONLY BE TRANSFERRED WITH THE WRITTEN CONSENT
OF THE CITY AS PROVIDED HEREIN
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OPA-LOCKA, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2014
No. R-1
Initial Interest Rate Maturity Date Dated Date
per annum, subject to adjustment June 1, 2024 June 3, 2014
as provided herein
REGISTERED OWNER: City National Bank of Florida
PRINCIPAL AMOUNT: Lesser of $8,500,000 or the amount actually advanced pursuant to
Article II, Section 2.01 of the Agreement (hereinafter defined)
The City of Opa-Locka, Florida (the "City"), for value received, promises to pay, but
solely from the sources and in the manner hereinafter provided, to the Registered Owner named
above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter
referred to) the Principal Amount identified above or so much thereof as has been advanced and
is outstanding, and to pay, to the extent and from the sources herein described, together with
interest on the outstanding Principal Amount or so much thereof as has been advanced from the
date hereof, at the initial Interest Rate per annum identified above, subject to adjustment as
provided for herein, until the Principal Amount or so much thereof as has been advanced and is
outstanding is paid in full. Payments shall be made in any coin or currency of the United States
of America which on the date of payment thereof is legal tender for the payment of public and
private debts. Principal and interest will be paid by wire transfer to the Registered Owner set
forth above pursuant to the provisions of the 2014 Ordinance (hereinafter defined) and the
Agreement (hereinafter defined).
As more fully set forth in the Agreement, from the Dated Date set forth above through
and including June 1, 2019, or earlier prepayment in whole of the outstanding and unpaid
Advances evidenced by this Note, the Tax-Exempt Rate on this Note shall be the initial Interest
Rate set forth above. From and after June 2, 2019, through and including the Maturity Date or
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earlier prepayment in whole of the outstanding and unpaid Advances evidenced by this Note, the
Tax-Exempt Rate on this Note shall be equal to the 5 year swap rate published in Federal
Reserve Statistical Release H. 15, Selected Interest Rates of the Board of Governors of the
Federal Reserve System, or any successor publication, in effect five (5) days prior to June 2,
2019, plus 1.85%; in each case, subject to adjustment as provided herein as a result of a
Determination of Taxability or Loss of Bank-Qualified Status. The Tax-Exempt Rate shall be
subject to adjustment as provided in the Agreement as a result of a Determination of Taxability,
in which case, this Note shall bear interest at the Taxable Rate, effective retroactively as of the
date of the Determination of Taxability, or as a result of a Loss of Bank-Qualified Status, in
which case, this Note, in the absence of a Determination of Taxability, shall bear interest at the
Non-Bank Qualified Rate, effective retroactively as of the date of the Loss of Bank-Qualified
Status.
Notwithstanding the foregoing, for purposes of the definitions of "Non-Bank Qualified
Rate," "Taxable Rate" and "Tax-Exempt Rate," in the event the Federal Reserve Bank no longer
publishes a five-year swap rate at any time the interest rate in clause (ii) of each such definition
is to be calculated, the Lender shall choose, in its sole discretion, a substitute index based on
similar or comparable information; provided, however the Lender shall notify the City in writing
at least thirty (30) days prior to the date the applicable rate per annum will change as a result of
the substitute index in order to provide the City with the opportunity to consult with Bond
Counsel to determine if a reissuance of the Series 2014 Note will occur for purposes of the Code
as a result of the use of the substitute index.
The Non-Bank Qualified Rate, Taxable Rate and Tax-Exempt Rate, as applicable, shall
not exceed the maximum rate permitted by law. For purposes of Section 215.84, Florida Statutes,
the interest rate per annum borne by the Series 2014 Note from the Closing Date to the Maturity
Date shall be deemed to be a variable rate.
The interest due on this Note shall be computed based on a 360 day year of twelve (12)
thirty (30) day months.
Payments of principal of and interest on this Note shall be made in accordance with the
2014 Ordinance and the Agreement, particularly Article II, Section 2.01 of the Agreement.
Installments of unpaid principal and interest on the Advances shall be payable monthly as
follows, subject to earlier prepayment in whole of the principal amount of all outstanding and
unpaid Advances, plus interest accrued thereon to the prepayment date at the applicable interest
rate per annum provided for herein, plus the Prepayment Fee, if applicable:
(i) prior to the Final Advance Date, monthly payments of interest only, calculated
based on the principal amount of Advances outstanding and unpaid, shall be due and
payable on each Interest Payment Date, commencing July 1, 2014,
(ii) following the Final Advance Date, through and including June 1, 2019,
subject to earlier prepayment, substantially equal monthly payments of principal and
interest for the period from the Final Advance Date through and including June 1, 2019,
calculated based on the principal amount of Advances outstanding and unpaid and
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assuming a 240-month amortization period commencing on the Final Advance Date, shall
be due and payable on each Interest Payment Date, commencing on the first day of the
month following the Final Advance Date; and
(iii) from June 2, 2019 through the Maturity Date, subject to earlier
prepayment, substantially equal monthly payments of principal and interest for the period
from June 2, 2019 through the Maturity Date (excluding the final payment of principal
and interest due on the Maturity Date), calculated based on the principal amount of
Advances outstanding and unpaid and assuming a 198-month amortization period
commencing on June 2, 2019, shall be due and payable on each Interest Payment Date,
commencing on July 1, 2019.
This Note is being issued as a registered Obligation without coupons in authorized
denominations equal to the outstanding principal amount of this Note from time to time.
This Note represents all of a duly authorized series of Obligations of the City, designated
as its Capital Improvement Revenue Note, Series 2014 (the "Series 2014 Note"). The Series
2014 Note is being issued pursuant to the 2014 Ordinance (as defined in the Agreement) subject
to the terms and conditions of that certain Series 2014 Note Agreement dated as of the Dated
Date set forth above and entered into by the City and the initial Registered Owner (the
"Agreement"). The provisions of the 2014 Ordinance and the Agreement are incorporated herein
by this reference.
This Note is a limited obligation of the City payable solely from the Pledged Funds.
Neither the faith and credit of the State of Florida nor the faith and credit of any agency or
political subdivision thereof or of the City are pledged to the payment of the principal of or the
interest or redemption premium, if any, on this Note. The issuance of this Note shall not directly
or indirectly or contingently obligate the State of Florida or any agency or political subdivision
thereof or the City to levy any taxes whatever therefor or to make any appropriation for their
payment except from the funds pledged therefor under the 2014 Ordinance.
To secure this Note, the City has irrevocably pledged the Pledged Funds under the 2014
Ordinance. The Pledged Funds consist of (i) the Communications Services Tax Revenues, (ii)
the Public Service Tax Revenues, and (iii) all investment income in the Funds and Accounts
established under the 2014 Ordinance, except for the Rebate Fund; provided, however, that
amounts on deposit in or to the credit of a Reserve Account within the Reserve Fund shall
constitute Pledged Funds for, and secure, only the particular Series of Obligations for which such
Reserve Account is established. The City has established a Series 2014 Reserve Account and
corresponding Series 2014 Reserve Requirement for this Note, as more fully set forth in the 2014
Ordinance and the Agreement, which secures only this Note. The City has full power and
authority to pledge the Pledged Funds to the payment of the principal of, interest and redemption
premium, if any, on this Note.
This Note is subject to prepayment as provided in Section 2.06 of the Agreement. Notice
of Redemption will be provided as required by the Agreement.
Reference is made to the 2014 Ordinance and the Agreement for a more complete
statement of the provisions thereof and of the rights and duties of the City and the registered
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owners. Copies of the 2014 Ordinance and Agreement are on file and may be inspected at the
office of the City Clerk. By the purchase and acceptance of this Note, the Registered Owner
hereof signifies assent to all of the provisions of the 2014 Ordinance and the Agreement.
This Note is issued and the 2014 Ordinance was enacted under and pursuant to the
Constitution and laws of the State of Florida. The owner of this Obligation shall have no right to
enforce the provisions of the 2014 Ordinance or the Agreement or to institute action to enforce
the covenants therein, or to take any action with respect to any event of default under the 2014
Ordinance or the Agreement, or to institute, appear in or defend any suit or other proceeding with
respect thereto, except as provided in the 2014 Ordinance or the Agreement.
Modifications or alterations of the 2014 Ordinance, or any ordinance supplemental
thereto, may be made only to the extent and in the circumstances permitted by the 2014
Ordinance.
This Note is issued with the intent that the laws of the State of Florida shall govern its
construction. All acts, conditions and things required to happen, exist and be performed
precedent to and in the issuance of this Note have happened, exist and have been performed as so
required. This Note shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the 2014 Ordinance until it shall have been authenticated by the
execution by the Registrar of the certificate of authentication endorsed hereon.
The City does not expect to issue more than $10,000,000 of tax-exempt obligations in
calendar year 2014 that will be taken into account under Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") and therefore designates this Note as a
qualified tax-exempt obligation within the meaning of the Code.
Notwithstanding anything to the contrary in the 2014 Ordinance, the Agreement or
herein, this Note may only be transferred or assigned in whole, but not in part, in minimum
denominations of$100,000, subject to the prior written consent of the City, which consent shall
not be unreasonably withheld, provided that the proposed transferee or assignee any bank, trust
company, savings institution or insurance company that is engaged as a regular part of its
business in making loans and authorized to do business in Florida and delivers to the City a
lender letter in form and substance identical to that delivered to the City by the initial Registered
Owner hereof.
It is hereby certified and recited that this Note is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the
issuance of this Note, 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 hereto; and that the
issuance of the Note of this issue does not violate any constitutional or statutory limitation or
provision. Neither the members of the governing body of the City nor any person executing this
Note shall be liable personally on this Note by reason of its issuance. This Note is and has all the
qualities and incidents of a negotiable instrument under the laws of the State of Florida.
IN WITNESS WHEREOF, the City of Opa-Locka, Florida has caused this Note to be
executed with the manual signature of its Mayor and to bear the signature of its City Clerk and
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its official seal to be impressed hereon, this Note to be dated as of the Dated Date set forth
above.
[SEAL] CITY OF OPA-LOCKA, FLORIDA
By:
Mayor
ATTEST:
City Clerk
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CERTIFICATE OF AUTHENTICATION
This Note is an Obligation issued under the provisions of the within-mentioned Ordinance.
CITY OF OPA-LOCKA, FLORIDA, Registrar
By:
Authorized Signatory
Date of Authentication: June 3, 2014
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[Form of Assignment]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[Please Print or Typewrite Name, Tax Identification Number and
Address of Transferee] the within Obligation, and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to register the transfer of the
within Obligation on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature
NOTICE: The signature to this assignment
must correspond with the name of the
registered Holder as it appears on the face of
the within Obligation in every particular,
without alteration or enlargement or any
change whatsoever.
Signature guaranteed:
(Bank, Trust Company or Firm)
NOTICE: Signatures must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
(Authorized Officer)
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within
Obligation, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in UNIF GIF MIN ACT -
common (Cust.)
TEN ENT - as tenants by the Custodian for
entireties (Minor)
JT TEN - as joint tenants with under Uniform Gifts to Minors Act
right of survivorship of
and not as tenants (State)
in common
Additional abbreviations may also be used though not in the list above.
A-8
EXHIBIT B
FORM OF NOTICE OF BORROWING
NOTICE OF BORROWING
Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued pursuant to
the Series 2014 Note Agreement dated June 3, 2014 (the "Agreement"), between
the City of Opa-Locka, Florida (the "City") and City National Bank of Florida
(the "Lender")
All capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Agreement or in the 2014 Ordinance referred to therein. The following applies to
the requested Advance:
(i) The undersigned authorized representative of the City hereby requests an
Advance to be made on , 20_ in the amount of$ . A copy
of the invoice(s) related to such Advance is attached.
(ii) The requested Advance is to be applied to pay or reimburse (check one or more):
Costs of the Series 2014 Project
Does this Advance include working capital (NOTE: if this is checked, the
Advance may not exceed 5% of the proceeds (as such term is defined under the
Code for such purpose) of the Series 2014 Note determined as of the Final
Advance Date and may not be made unless as part of the final Advance to be
made pursuant to the Agreement)
Costs of issuance of the Series 2014 Note
Deposit to Series 2014 Reserve Account (NOTE: if this is checked,
the Advance may not exceed 10% of the proceeds (as such term is defined under
the Code for such purpose) of the Series 2014 Note determined as of the Final
Advance Date and may not be made unless as part of the final Advance to be
made pursuant to the Agreement)
(iii) This is the final Advance to be made under the Agreement (check if the answer
is "Yes")
(iv) To the best knowledge of the undersigned, after due inquiry with respect thereto,
no Event of Default has occurred and is continuing (which has not been cured or
waived) and no event which, with the giving of notice or the passage of time or
both, would constitute an Event of Default has occurred and is continuing.
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(v) As of the date hereof, the maximum principal amount outstanding under the
Series 2014 Note (including the amount of the Advance to be made hereby) does
not exceed $8,500,000, in the aggregate.
(vi) The requested Advance should be wired to the account set forth below:
[To follow]
IN WITNESS WHEREOF, the undersigned has set his hand as of the day of
, 20 .
CITY OF OPA-LOCKA,FLORIDA
By
Name
Title: City Manager
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EXHIBIT C
FORM OF LENDER LETTER
City Commission
City of Opa-Locka, Florida
Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued
pursuant to the Series 2014 Note Agreement dated June 3, 2014 (the
"Agreement"), between the City of Opa-Locka, Florida (the "City") and City
National Bank of Florida (the "Lender")
Ladies and Gentlemen:
This letter is being provided in connection with the purchase of the above-referenced
Series 2014 Note.
1. We are engaged in the business of making loans such as the Loan evidenced by
the Series 2014 Note or the business of entering into loan transactions evidenced by instruments
similar to the Series 2014 Note.
2. We are purchasing the Series 2014 Note from the City for our own account and
not for resale or other distribution to the public; we do not intend to syndicate the Series 2014
Note or the Loan evidenced thereby; and we are not acting as a broker or other intermediary in
connection with the Series 2014 Note and the Loan evidenced thereby; provided, however, that
the Series 2014 Note may be transferred or assigned in whole, but not in part, in minimum
denominations of $100,000, subject to the prior written consent of the City, which shall not be
unreasonably withheld, provided such transfer must be to any bank, trust company, savings
institution or insurance company that is engaged as a regular part of its business in making loans
and authorized to do business in Florida and which delivers to the City a letter substantially
similar to this letter. We will take no action to cause the Series 2014 Note or the Loan evidenced
thereby to be characterized as a security for purposes of the Federal or State securities laws. We
further acknowledge that no filing will be made with respect to the Series 2014 Note or the Loan
evidenced thereby with the Electronic Municipal Markets Access website of the Municipal
Securities Rulemaking Board, no CUSIP number will be obtained with respect to the Series 2014
Note, and no credit rating or credit enhancements will be obtained with respect to the Series
2014 Note.
3. We are an "accredited investor" as that term is defined in Regulation D as
promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), and we have sufficient knowledge and experience in financial and
business matters, including the purchase and ownership of taxable and tax-exempt obligations, to
C-1
be capable of evaluating the merits and risks of the Loan evidenced by the Series 2014 Note. We
are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not funding the Loan
evidenced by the Series 2014 Note 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.
4. We are able to bear the economic risk of the Loan evidenced by the Series 2014
Note.
5. We acknowledge that the Series 2014 Note and the City's obligations under the
Agreement do not represent a general obligation of the City, Miami-Dade County, Florida, the
State of Florida or any political subdivision thereof and are not payable from taxes or any
moneys provided by or to the City, other than those described in the 2014 Ordinance, and we
further acknowledge that no covenant, stipulation, obligation or agreement contained in any
documents related to the issuance of the Series 2014 Note is or shall be deemed to be a covenant,
agreement or obligation of any present or future board member, officer or employee of the City
in his or her individual capacity.
6. We acknowledge and agree that the Series 2014 Note has not been and will not be
registered under the 1933 Act or the securities or Blue Sky laws of any state and are not listed on
any stock or securities exchange. We acknowledge and agree that the 2014 Ordinance is not
being qualified under the Trust Indenture Act of 1939, as amended.
7. We understand that no offering, statement, prospectus, offering circular, official
statement or other disclosure document containing material information with respect to the City
and the Series 2014 Note is being or has been prepared, and that, with due diligence, we have
made our own inquiry and analysis with respect to the City, the Series 2014 Note and the
security therefor.
[THIS SPACE INTENTIONALLY LEFT BLANK]
C-2
8. We have received all financial and other information regarding the City and the
Series 2014 Note that we have requested and which we consider relevant or necessary to make
an informed decision to make the Loan evidenced by the Series 2014 Note. We have made our
own inquiry into the creditworthiness of the Series 2014 Note and the City, we have received all
the information that we have requested from the City or any agents or representatives thereof,
and we have been afforded a reasonable opportunity to ask questions about the terms and
conditions of the offering of the Series 2014 Note and the security therefor, and the City, and
have received, to the best of our knowledge, complete and satisfactory answers to all such
questions (provided that we do not waive any rights we may have against the City or its
representatives with respect to any misstatements in, or omissions from, information so
supplied).
Dated this 3rd day of June, 2014.
Yours very truly,
CITY NATIONAL BANK OF
FLORIDA,as Lender
By:
Title:
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EXHIBIT D
FORM OF DISCLOSURE AND TRUTH-IN-BONDING STATEMENT
DISCLOSURE AND TRUTH-IN-BONDING STATEMENT
City Commission
City of Opa-Locka, Florida
Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued
pursuant to the Series 2014 Note Agreement dated June 3, 2014 (the
"Agreement"), between the City of Opa-Locka, Florida (the "City") and City
National Bank of Florida (the "Lender")
Ladies and Gentlemen:
In connection with the proposed issuance of the above-captioned Series 2014 Note, the
Lender has agreed to purchase the Series 2014 Note. All capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Agreement or in the 2014 Ordinance
referred to therein.
The purpose of this letter is to furnish pursuant to the provisions of Sections 218.385(2)
and (6), Florida Statutes, as amended, certain information in respect to the arrangement
contemplated for the placement and sale of the Series 2014 Note as follows:
(a) An itemized list setting forth the nature and estimated amounts of
expenses to be incurred by the Lender in connection with the issuance of the Series 2014
Note is set for below:
City National Bank of Florida (credit review fee): $12,500
Weiss Serota Helfman Pastoriza Cole &Boniske, P.A., Bank's Counsel: $7,500
Such fees and expenses are being charged to the City.
(b) No "finder" as that term is defined in Section 218.386, Florida Statutes, as
amended, has entered into an understanding with the Bank, or to the knowledge of the
Lender, with the City, for any paid or promised compensation or valuable consideration,
directly or indirectly, expressly or implied, to act solely as an intermediary between the
City and the Lender or to exercise or attempt to exercise any influence to effect any
transaction in the purchase of the Series 2014 Note.
(c) The underwriting spread to be paid by the City will be:
$0.00
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(d) No other fee, bonus or other compensation is estimated to be paid by the
Lender in connection with the issuance of the Series 2014 Note to any person not
regularly employed or retained by the Lender (including any "finder," as defined in
Section 281.386(1)(a), Florida Statutes, as amended), except as specifically enumerated
as expenses to be incurred and paid by the Lender as set forth in paragraph (a) above.
(e) Truth-in-Bonding Statement — The City is proposing to issue the Series
2014 Note for the purpose of providing funds, together with other legally available funds
of the City, to finance the Series 2014 Project, pay costs of issuance of the Series 2014
Note and make deposits to the Series 2014 Reserve Account.
(f) The Series 2014 Note is expected to be repaid over a period of
approximately ten years, through maturity on June 1, 2024 at a fixed rate per annum,
subject to adjustment as provided in the Agreement. The total interest paid over the life
of the Series 2014 Note (assuming the entire $8,500,000 available to be advanced with
respect to the Series 2014 Note is advanced as of the date hereof and that the outstanding
principal amount of the unpaid Advances representing the Loan evidenced by the Series
2014 Note bears interest through the Maturity Date at the initial Tax-Exempt Rate of
%) will be approximately$
The source of repayment or security for the Series 2014 Note is limited solely to
the Pledged Funds. The authorization of the debt or obligation represented by the Series
2014 Note will result in approximately $ of Pledged Funds not being available
to the City to finance other CIP Improvements each year for the approximately ten year
period from the date of issuance of the Series 2014 Note through the Maturity Date
(assuming the entire $8,500,000 available to be advanced with respect to the Series 2014
Note is advanced as of the date hereof and that the outstanding principal amount of the
unpaid Advances representing the Loan evidenced by the Series 2014 Note bears interest
through the Maturity Date at the initial Tax-Exempt Rate of %).
(g) The name and address of the Lender is set forth below:
City National Bank of Florida
1450 Brickell Avenue, 28th Floor
Miami, Florida 33131
[THIS SPACE INTENTIONALLY LEFT BLANK]
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We understand that the City does not require any further disclosure from the Bank,
pursuant to Section 218.385(6), Florida Statutes, as amended.
Dated as of this 3rd day of June, 2014.
Yours very truly,
CITY NATIONAL BANK OF
FLORIDA, as Lender
By:
Title:
D-3
EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE
COMPLIANCE CERTIFICATE
Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued pursuant to
the Series 2014 Note Agreement dated June 3, 2014 (the "Agreement"), between
the City of Opa-Locka, Florida (the "City") and City National Bank of Florida
(the "Lender")
This Compliance Certificate is furnished pursuant to the Agreement. Unless otherwise
defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto
in the Agreement or in the 2014 Ordinance referred to therein.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am an Authorized Representative of the City;
2. I have no knowledge of the existence of any condition or the occurrence of
any event which constitutes an Event of Default or event or condition which with notice,
passage of time or any combination of the foregoing, would constitute an Event of
Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate, except as set forth below;
3. The financial statements being furnished to you concurrently with this
Compliance Certificate are, to the best of my knowledge, true, correct and complete as of
the dates and for the periods covered thereby; and
4. The attachment hereto sets forth financial data and computations
evidencing the City's compliance with the Debt Service Coverage Ratio set forth in
Article V, Section 5.08 of the Agreement, all of which data and computations are, to the
best of my knowledge, true, complete and correct and have been made in accordance with
the relevant section of the Agreement.
Described below are the exceptions, if any, to paragraph 2 by listing, in detail, the nature of
the condition or event, the period during which it has existed and the action which the City has
taken, are taking,or propose to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in the attachment
hereto and the financial statements delivered with this Compliance Certificate in support hereof,
E-1
are made and delivered this day of , 20 .
IN WITNESS WHEREOF, the undersigned has set his hand as of the day of
, 20 .
CITY OF OPA-LOCKA,FLORIDA
By
Name
Title: City Manager
E-2
City National Bank
March 24,2014
The City of Opa-locka,Florida
3400 NW 135th St Bldg B
Opa-locka,FL 33054
Dear Susan Gooding-Liburd and the City of Opa-locka,Florida:
City National Bank of Florida("Bank"or"CNBF") is pleased to outline the basic terms and conditions
under which we will consider providing a Direct placement bank-qualified tax exempt loan in an
amount up to$8,500,000 to The City of Opa-locka("Borrower"). This credit facility is intended to
finance the acquisition,construction, installation and equipping of an administration building and
related facilities on such site.
If you or the City have any questions or need clarification of any aspect of this proposal,please do not
hesitate to call me at any time—I can be reached in the office at(305)577-7395,or via email
(Greg.mangram @citynational.com). Additionally, I would be happy to meet with the Board in person
at any time to go over the proposal in greater detail.
Thank you again for your time and the opportunity to work with you and The City of Opa-locka!
Sincerely,
Greg Mangram
Vice President
Business Banking
Mire
Berea do - drover
Senior V ce President
Business Banking Director
1450 Brickell Ave 28th Floor Miami FL 33131 page 1
For Discussion Purposes Only
BORROWER: The City of Opa-locka, Florida
CREDIT FACILITY: Direct placement bank-qualified tax exempt loan.
AMOUNT: $8,500,000.
FEES: $12,500
- $8,750 due upon acceptance of this Term Sheet. These funds will be held in
escrow until closing where it will be applied to the full amount listed above.
If the loan should not close due to the failure of the board to achieve approval
to borrower the funds,these monies shall be refunded back to the association
within fourteen(14)days.
PREPAYMENT: 1%of commitment amount if refinanced with another lender
EXPENSES: Borrower shall pay all the Bank's out of pocket expenses, including,but not limited to
fees for Bank Counsel,documentary stamps,and recording fees.
PURPOSE: Advances/Draws from the line will be used to the finance the acquisition,
construction, installation and equipping of an administration building and related
facilities on such site.
TERM/MATURITY: Draw Period: 18-months("Draw Period"). Borrower may request an extension to the
Draw Period of tip to 180 days,approval of which shall be provided at Bank's sole
discretion. Such request must be delivered to the Bank in writing no less than 45 days
prior to the conclusion of the Draw Period. Payments during the draw period shall be
interest only based on the monthly principal balance.
Amortization Period: Commencing approximately one month after the expiration of
the Draw Period,equal monthly payments of principal and interest shall be due and
payable in an amount which will amortize the principal balance over two hundred
forty(240)months. In no event shall the final Maturity date exceed 120 months from
closing,inclusive of the Draw Period. Payments during the amortization period shall
be principal and interest based on the monthly principal balance.
INTEREST RATE: Option 1:
Fixed at the prevailing 5 Year US SWAP+ 1.55%for the first five years 5 days prior
to closing. On the fifth anniversary,the loan shall adjust to the prevailing 5-Year US
SWAP+ 1.85% As of today this indicative rate for the first five years is 3.23%
Option 2:
Fixed at the prevailing 7 Year US SWAP + 1.65% for the first seven years 5 days
prior to closing.On the seventh anniversary,the loan shall adjust to the prevailing 3-
Year US SWAP+ 1.95% As of today this indicative rate for the first seven years is
3.93%
0 1450 Brickell Ave 28th Floor Miami FL 33131 page 2
COLLATERAL: (a) Pledge of the full faith and credit and taxing power of the City.
(b) First lien on the Florida Communication tax revenues and the Utility tax
revenues of the City.
(c) Junior lien on the general tax revenues of City
I.ADDITIONAL TERMS AND CONDITIONS:
1. INSURANCE
Borrower to provide evidence of satisfactory property and casualty insurance (excluding windstorm insurance)
equal to the replacement value of the improvements, flood insurance (if applicable) and general liability
insurance. Required insurance shall be amounts and written on carriers acceptable to the Bank in its sole
discretion.
2. STANDARD TERMS AND CONDITIONS
Bank's obligations hereunder are wholly contingent upon receipt and satisfactory review of the following:
(a) Receipt and review of Phase I environmental report.
(b) Plan and cost review order by bank at borrower's expense.
(c) Primary depository and treasury services to be maintained with City National Bank during the term of the
loan.
(d) City shall set up a lockbox account for collection of City communication tax and City utility tax receipts.
(e) City shall agree to a formal Agreement Not to Encumber the property to be purchased and improved with
the funds from the subject credit facility.
(f) Opinion Of Counsel attesting to City's full authority to enter into the subject credit facility.
(g) Opinion Of Counsel as to Bank Qualified Tax-Exempt loan status for the subject credit facility.
(h) Loan closing by bank approved attorney.
3. REPORTING REQUIREMENTS
(a) Borrower's,Certified Public Accountant("CPA")unqualified fiscal year-end financial statements,prepared
by a CPA acceptable to the Bank,within ninety(90)days from fiscal year-end,commencing with fiscal
year-end statements as of September 30,2013.
(b) Annual Commission Approved Budget of Borrower,submitted within 90 days from prior fiscal year
ending September 30,2014,along with prior year-end financial statements as described in(a)above.
(c) Semi-Annual Financial Statement, in form and substance acceptable to Bank,commencing on September
30th,2014.
(d) Annual covenant compliance certificate.
115 1450 Brickell Ave 28th Floor Miami FL 33131 page 3
IL BORROWER COVENANTS
The bank reserves the right to cancel this Proposal and obligations hereunder if any of the following
conditions are not met during the term of the Loan:
1. Failure of the Borrower to comply in a timely manner with any of the terms and conditions of the Bank
specified herein, or non-fulfillment of any condition precedent to the closing;
2. Failure of the Borrower to execute or deliver any documentation required herein;
3. Cash available to Service Debt of no less than 1.10x,which shall be tested annually:
o Defined as Total Revenues less Total Expenses plus Interest and Fiscal Charges divided by Total
Debt Service(current portion long term debt plus interest expense plus scheduled bond debt
repayment)
4. Tax Receipt Coverage of no less than 1.25x,which shall be tested annually:
o Defined as total specific annual tax receipts pledged for the subject credit facility divided by total
debt service for the subject credit facility(current portion long term debt plus interest expense).
5. Borrower fails to maintain primary operating deposit account with Bank throughout the life of the loan.
6. Borrower shall not incur any additional debts without prior consent from City National Bank.
This TERM SHEET is furnished as a means of affording the Borrower a guide to,and an outline of,the
material terms and conditions of the Loans and is not a commitment to lend on the part of the Bank and
should not be construed as such a commitment. A Formal Loan commitment may only be issued after
formal underwriting of the loan request and after approval by the appropriate approving authority.
6 1450 Brickell Ave 28`h Floor Miami FL 33131 page 4
This TERM SHEET is furnished as a means of affording the.Borrower a guide to, and an
outline of, the material terms and conditions of the Loans and is not a commitment to lend on
the part of the Bank and should not be construed as such a commitment. A Formal Loan
commitment may only be issued after formal underwriting of the loan request and after
approval by the appropriate approving authority.
The Credit Facility offered by this term sheet will expire on April 12th, 2014, unless this original
letter is signed where indicated and returned to the attention of the undersigned. If signed,the rate
shall be good for 45 days from the date of the letter located on the is`page.
Sincerely,
City National Bank.of Florida
By °— --
Name: Greg Mangram
Title: Vice President
ACCEPTED this 11/da of April ,2014.. .
/
AS TO BORR 'l�V
City of Olia-loe a,
By: 1I
Name: Kelvin L. Baker, Sr.
Title: City Manager
This term sheet is confidential and proprietary in nature between:the Bank and the Borrower.
This term sheet, and the contents thereof,shall not be shared,distributed or disseminated in
any form to any third party(including to any other potential lenders) without the express
written consent of the Bank.
OPTION 1
Beginning Balance ment w.#°,[ .. � ? � 1=1 BC ( ►1� z
1 $ 8,500,000 ($48,687.28) ($23,800.00) ($24,887.28) $8,475,112.72 Loan $8,500,000
2 $ 8,475,112.72 ($48,687.28) ($23,730.32) ($24,956.97) $8,450,155.75 Rate 3.36%
3 $ 8,450,155.75 ($48,687.28) ($23,660.44) ($25,026.85) $8,425,128.91 Amortization 240
4 $ 8,425,128.91 ($48,687.28) ($23,590.36) ($25,096.92) $8,400,031.99
5 $ 8,400,031.99 ($48,687.28) ($23,520.09) ($25,167.19) $8,374,864.80
6 $ 8,374,864.80 ($48,687.28) ($23,449.62) ($25,237.66) $8,349,627.14 Loan $8,500,000
7 $ 8,349,627.14 ($48,687.28) ($23,378.96) ($25,308.33) $8,324,318.81 Rate 4.73%
8 $ 8,324,318.81 ($48,687.28) ($23,308.09) ($25,379.19) $8,298,939.62 Amortization 240
9 $ 8,298,939.62 ($48,687.28) ($23,237.03) ($25,450.25) $8,273,489.37
10 $ 8,273,489.37 ($48,687.28) ($23,165.77) ($25,521.51) $8,247,967.86
11 $ 8,247,967.86 ($48,687.28) ($23,094.31) ($25,592.97) $8,222,374.89
12 $ 8,222,374.89 ($48,687.28) ($23,022.65) ($25,664.63) $8,196,710.26
13 $ 8,196,710.26 ($48,687.28) ($22,950.79) ($25,736.49) $8,170,973.77
14 $ 8,170,973.77 ($48,687.28) ($22,878.73) ($25,808.55) $8,145,165.21 $584,247.36
15 $ 8,145,165.21 ($48,687.28) ($22,806.46) ($25,880.82) $8,119,284.39 per year
16 $ 8,119,284.39 ($48,687.28) ($22,734.00) ($25,953.28) $8,093,331.11
17 $ 8,093,331.11 ($48,687.28) ($22,661.33) ($26,025.95) $8,067,305.15
18 $ 8,067,305.15 ($48,687.28) ($22,588.45) ($26,098.83) $8,041,206.33
19 $ 8,041,206.33 ($48,687.28) ($22,515.38) ($26,171.90) $8,015,034.42
20 $ 8,015,034.42 ($48,687.28) ($22,442.10) ($26,245.18) $7,988,789.24
21 $ 7,988,789.24 ($48,687.28) ($22,368.61) ($26,318.67) $7,962,470.57
22 $ 7,962,470.57 ($48,687.28) ($22,294.92) ($26,392.36) $7,936,078.20
23 $ 7,936,078.20 ($48,687.28) ($22,221.02) ($26,466.26) $7,909,611.94
24 $ 7,909,611.94 ($48,687.28) ($22,146.91) ($26,540.37) $7,883,071.57
25 $ 7,883,071.57 ($48,687.28) ($22,072.60) ($26,614.68) $7,856,456.89
26 $ 7,856,456.89 ($48,687.28) ($21,998.08) ($26,689.20) $7,829,767.69
27 $ 7,829,767.69 ($48,687.28) ($21,923.35) ($26,763.93) $7,803,003.76
28 $ 7,803,003.76 ($48,687.28) ($21,848.41) ($26,838.87) $7,776,164.89
29 $ 7,776,164.89 ($48,687.28) ($21,773.26) ($26,914.02) $7,749,250.87
30 $ 7,749,250.87 ($48,687.28) ($21,697.90) ($26,989.38) $7,722,261.49
31 $ 7,722,261.49 ($48,687.28) ($21,622.33) ($27,064.95) $7,695,196.54
32 $ 7,695,196.54 ($48,687.28) ($21,546.55) ($27,140.73) $7,668,055.81
33 $ 7,668,055.81 ($48,687.28) ($21,470.56) ($27,216.72) $7,640,839.09
34 $ 7,640,839.09 ($48,687.28) ($21,394.35) ($27,292.93) $7,613,546.16
35 $ 7,613,546.16 ($48,687.28) ($21,317.93) ($27,369.35) $7,586,176.80
36 $ 7,586,176.80 ($48,687.28) ($21,241.30) ($27,445.99) $7,558,730.82
37 $ 7,558,730.82 ($48,687.28) ($21,164.45) ($27,522.83) $7,531,207.98
38 $ 7,531,207.98 ($48,687.28) ($21,087.38) ($27,599.90) $7,503,608.08
39 $ 7,503,608.08 ($48,687.28) ($21,010.10) ($27,677.18) $7,475,930.91
40 $ 7,475,930.91 ($48,687.28) ($20,932.61) ($27,754.67) $7,448,176.23
41 $ 7,448,176.23 ($48,687.28) ($20,854.89) ($27,832.39) $7,420,343.84
42 $ 7,420,343.84 ($48,687.28) ($20,776.96) ($27,910.32) $7,392,433.52
43 $ 7,392,433.52 ($48,687.28) ($20,698.81) ($27,988.47) $7,364,445.06
44 $ 7,364,445.06 ($48,687.28) ($20,620.45) ($28,066.84) $7,336,378.22
45 $ 7,336,378.22 ($48,687.28) ($20,541.86) ($28,145.42) $7,308,232.80
46 $ 7,308,232.80 ($48,687.28) ($20,463.05) ($28,224.23) $7,280,008.57
47 $ 7,280,008.57 ($48,687.28) ($20,384.02) ($28,303.26) $7,251,705.31
48 $ 7,251,705.31 ($48,687.28) ($20,304.77) ($28,382.51) $7,223,322.81
49 $ 7,223,322.81 ($48,687.28) ($20,225.30) ($28,461.98) $7,194,860.83
50 $ 7,194,860.83 ($48,687.28) ($20,145.61) ($28,541.67) $7,166,319.16
51 $ 7,166,319.16 ($48,687.28) ($20,065.69) ($28,621.59) $7,137,697.57
52 $ 7,137,697.57 ($48,687.28) ($19,985.55) ($28,701.73) $7,108,995.84
53 $ 7,108,995.84 ($48,687.28) ($19,905.19) ($28,782.09) $7,080,213.75
54 $ 7,080,213.75 ($48,687.28) ($19,824.60) ($28,862.68) $7,051,351.07
55 $ 7,051,351.07 ($48,687.28) ($19,743.78) ($28,943.50) $7,022,407.57
56 $ 7,022,407.57 ($48,687.28) ($19,662.74) ($29,024.54) $6,993,383.03
57 $ 6,993,383.03 ($48,687.28) ($19,581.47) ($29,105.81) $6,964,277.22
58 $ 6,964,277.22 ($48,687.28) ($19,499.98) ($29,187.30) $6,935,089.92
59 $ 6,935,089.92 ($48,687.28) ($19,418.25) ($29,269.03) $6,905,820.89
60 $ 6,905,820.89 ($48,687.28) ($19,336.30) ($29,350.98) $6,876,469.90
OPTION 1 (Cont'd)
Beginning,Balance Payment liltestJ?MT Principal PMT Ending Balance
ky
61 $ 6,876,469.90 ($54,836.21) ($27,825.18) ($27,011.03) $6,849,458.87
62 $ 6,849,458.87 ($54,836.21) ($27,718.71) ($27,117.50) $6,822,341.37
63 $ 6,822,341.37 ($54,836.21) ($27,611.82) ($27,224.39) $6,795,116.99
64 $ 6,795,116.99 ($54,836.21) ($27,504.51) ($27,331.70) $6,767,785.29
65 $ 6,767,785.29 ($54,836.21) ($27,396.78) ($27,439.43) $6,740,345.86
66 $ 6,740,345.86 ($54,836.21) ($27,288.62) ($27,547.59) $6,712,798.27
67 $ 6,712,798.27 ($54,836.21) ($27,180.04) ($27,656.17) $6,685,142.10
68 $ 6,685,142.10 ($54,836.21) ($27,071.03) ($27,765.18) $6,657,376.92
69 $ 6,657,376.92 ($54,836.21) ($26,961.59) ($27,874.62) $6,629,502.30
70 $ 6,629,502.30 ($54,836.21) ($26,851.71) ($27,984.50) $6,601,517.80
71 $ 6,601,517.80 ($54,836.21) ($26,741.41) ($28,094.80) $6,573,423.00
72 $ 6,573,423.00 ($54,836.21) ($26,630.67) ($28,205.54) $6,545,217.46
73 $ 6,545,217.46 ($54,836.21) ($26,519.49) ($28,316.72) $6,516,900.74
74 $ 6,516,900.74 ($54,836.21) ($26,407.87) ($28,428.33) $6,488,472.41
75 $ 6,488,472.41 ($54,836.21) ($26,295.82) ($28,540.39) $6,459,932.02
76 $ 6,459,932.02 ($54,836.21) ($26,183.32) ($28,652.88) $6,431,279.14
77 $ 6,431,279.14 ($54,836.21) ($26,070.38) ($28,765.82) $6,402,513.31
78 $ 6,402,513.31 ($54,836.21) ($25,957.00) ($28,879.21) $6,373,634.10
79 $ 6,373,634.10 ($54,836.21) ($25,843.17) ($28,993.04) $6,344,641.06
80 $ 6,344,641.06 ($54,836.21) ($25,728.88) ($29,107.32) $6,315,533.73
81 $ 6,315,533.73 ($54,836.21) ($25,614.15) ($29,222.05) $6,286,311.68
82 $ 6,286,311.68 ($54,836.21) ($25,498.97) ($29,337.24) $6,256,974.44
83 $ 6,256,974.44 ($54,836.21) ($25,383.33) ($29,452.88) $6,227,521.57
84 $ 6,227,521.57 ($54,836.21) ($25,267.24) ($29,568.97) $6,197,952.60
85 $ 6,197,952.60 ($54,836.21) ($25,150.69) ($29,685.52) $6,168,267.08
86 $ 6,168,267.08 ($54,836.21) ($25,033.68) ($29,802.53) $6,138,464.55
87 $ 6,138,464.55 ($54,836.21) ($24,916.21) ($29,920.00) $6,108,544.54
88 $ 6,108,544.54 ($54,836.21) ($24,798.27) ($30,037.94) $6,078,506.61
89 $ 6,078,506.61 ($54,836.21) ($24,679.87) ($30,156.34) $6,048,350.27
90 $ 6,048,350.27 ($54,836.21) ($24,561.01) ($30,275.20) $6,018,075.07
91 $ 6,018,075.07 ($54,836.21) ($24,441.67) ($30,394.54) $5,987,680.53
92 $ 5,987,680.53 ($54,836.21) ($24,321.87) ($30,514.34) $5,957,166.19
93 $ 5,957,166.19 ($54,836.21) ($24,201.59) ($30,634.62) $5,926,531.57
94 $ 5,926,531.57 ($54,836.21) ($24,080.84) ($30,755.37) $5,895,776.19
95 $ 5,895,776.19 ($54,836.21) ($23,959.61) ($30,876.60) $5,864,899.60
96 $ 5,864,899.60 ($54,836.21) ($23,837.90) ($30,998.30) $5,833,901.29
97 $ 5,833,901.29 ($54,836.21) ($23,715.72) ($31,120.49) $5,802,780.80
98 $ 5,802,780.80 ($54,836.21) ($23,593.05) ($31,243.16) $5,771,537.65
99 $ 5,771,537.65 ($54,836.21) ($23,469.90) ($31,366.31) $5,740,171.34
100 $ 5,740,171.34 ($54,836.21) ($23,346.27) ($31,489.94) $5,708,681.40
101 $ 5,708,681.40 ($54,836.21) ($23,222.14) ($31,614.06) $5,677,067.34
102 $ 5,677,067.34 ($54,836.21) ($23,097.53) ($31,738.68) $5,645,328.66
103 $ 5,645,328.66 ($54,836.21) ($22,972.43) ($31,863.78) $5,613,464.88
104 $ 5,613,464.88 ($54,836.21) ($22,846.83) ($31,989.38) $5,581,475.50
105 $ 5,581,475.50 ($54,836.21) ($22,720.74) ($32,115.47) $5,549,360.04
106 $ 5,549,360.04 ($54,836.21) ($22,594.15) ($32,242.06) $5,517,117.98
107 $ 5,517,117.98 ($54,836.21) ($22,467.06) ($32,369.14) $5,484,748.84
108 $ 5,484,748.84 ($54,836.21) ($22,339.48) ($32,496.73) $5,452,252.10
109 $ 5,452,252.10 ($54,836.21) ($22,211.38) ($32,624.82) $5,419,627.28
110 $ 5,419,627.28 ($54,836.21) ($22,082.79) ($32,753.42) $5,386,873.86
111 $ 5,386,873.86 ($54,836.21) ($21,953.69) ($32,882.52) $5,353,991.34
112 $ 5,353,991:34 ($54,836.21) ($21,824.07) ($33,012.13) $5,320,979.21
113 $ 5,320,979.21 ($54,836.21) ($21,693.95) ($33,142.26) $5,287,836.95
114 $ 5,287,836.95 ($54,836.21) ($21,563.32) ($33,272.89) $5,254,564.06
115 $ 5,254,564.06 ($54,836.21) ($21,432.16) ($33,404.04) $5,221,160.01
116 $ 5,221,160.01 ($54,836.21) ($21,300.50) ($33,535.71) $5,187,624.30
117 $ 5,187,624.30 ($54,836.21) ($21,168.31) ($33,667.90) $5,153,956.40
118 $ 5,153,956.40 ($54,836.21) ($21,035.60) ($33,800.61) $5,120,155.80
119 $ 5,120,155.80 ($54,836.21) ($20,902.37) ($33,933.84) $5,086,221.96
120 $ 5,086,221.96 ($54,836.21) ($20,768.62) ($34,067.59) $5,052,154.37
OPTION 2
Beginning;Qatanpa..Payment fig.. Item*PAST ... Principal,PAM ` ..Epding.Batance 7—•=1-'51M1111111111
1 $ 8,500,000 ($51,508.33) ($28,333.33) ($23,174.99) $ 8,476,825.01 Loan $8,500,000
2 $ 8,476,825.01 ($51,508.33) ($28,256.08) ($23,252.24) $ 8,453,572.76 Rate 4.00%
3 $ 8,453,572.76 ($51,508.33) ($28,178.58) ($23,329.75) $ 8,430,243.01 Amortization 240
4 $ 8,430,243.01 ($51,508.33) ($28,100.81) ($23,407.52) $ 8,406,835.49
5 $ 8,406,835.49 ($51,508.33) ($28,022.78) ($23,485.54) $ 8,383,349.95 Loan $8,500,000
6 $ 8,383,349.95 ($51,508.33) ($27,944.50) ($23,563.83) $ 8,359,786.12 Rate 5.53%
7 $ 8,359,786.12 ($51,508.33) ($27,865.95) ($23,642.37) $ 8,336,143.75 Amortization 240
8 $ 8,336,143.75 ($51,508.33) ($27,787.15) ($23,721.18) $ 8,312,422.56
9 $ 8,312,422.56 ($51,508.33) ($27,708.08) ($23,800.25) $ 8,288,622.31
10 $ 8,288,622.31 ($51,508.33) ($27,628.74) ($23,879.59) $ 8,264,742.72
11 $ 8,264,742.72 ($51,508.33) ($27,549.14) ($23,959.19) $ 8,240,783.54
12 $ 8,240,783.54 ($51,508.33) ($27,469.28) ($24,039.05) $ 8,216,744.49
13 $ 8,216,744.49 ($51,508.33) ($27,389.15) ($24,119.18) $ 8,192,625.31
14 $ 8,192,625.31 ($51,508.33) ($27,308.75) ($24,199.58) $ 8,168,425.73
15 $ 8,168,425.73 ($51,508.33) ($27,228.09) ($24,280.24) $ 8,144,145.49 $ 618,099.96
16 $ 8,144,145.49 ($51,508.33) ($27,147.15) ($24,361.18) $ 8,119,784.31 per year
17 $ 8,119,784.31 ($51,508.33) ($27,065.95) ($24,442.38) $ 8,095,341.93
18 $ 8,095,341.93 ($51,508.33) ($26,984.47) ($24,523.85) $ 8,070,818.08
19 $ 8,070,818.08 ($51,508.33) ($26,902.73) ($24,605.60) $ 8,046,212.48
20 $ 8,046,212.48 ($51,508.33) ($26,820.71) ($24,687.62) $ 8,021,524.86
21 $ 8,021,524.86 ($51,508.33) ($26,738.42) ($24,769.91) $ 7,996,754.95
22 $ 7,996,754.95 ($51,508.33) ($26,655.85) ($24,852.48) $ 7,971,902.47
23 $ 7,971,902.47 ($51,508.33) ($26,573.01) ($24,935.32) $ 7,946,967.15
24 $ 7,946,967.15 ($51,508.33) ($26,489.89) ($25,018.44) $ 7,921,948.71
25 $ 7,921,948.71 ($51,508.33) ($26,406.50) ($25,101.83) $ 7,896,846.88
26 $ 7,896,846.88 ($51,508.33) ($26,322.82) ($25,185.51) $ 7,871,661.37
27 $ 7,871,661.37 ($51,508.33) ($26,238.87) ($25,269.46) $ 7,846,391.92
28 $ 7,846,391.92 ($51,508.33) ($26,154.64) ($25,353.69) $ 7,821,038.23
29 $ 7,821,038.23 ($51,508.33) ($26,070.13) ($25,438.20) $ 7,795,600.03
30 $ 7,795,600.03 ($51,508.33) ($25,985.33) ($25,522.99) $ 7,770,077.03
31 $ 7,770,077.03 ($51,508.33) ($25,900.26) ($25,608.07) $ 7,744,468.96
32 $ 7,744,468.96 ($51,508.33) ($25,814.90) ($25,693.43) $ 7,718,775.53
33 $ 7,718,775.53 ($51,508.33) ($25,729.25) ($25,779.08) $ 7,692,996.45
34 $ 7,692,996.45 ($51,508.33) ($25,643.32) ($25,865.01) $ 7,667,131.45
35 $ 7,667,131.45 ($51,508.33) ($25,557.10) ($25,951.22) $ 7,641,180.22
36 $ 7,641,180.22 ($51,508.33) ($25,470.60) ($26,037.73) $ 7,615,142.50
37 $ 7,615,142.50 ($51,508.33) ($25,383.81) ($26,124.52) $ 7,589,017.98
38 $ 7,589,017.98 ($51,508.33) ($25,296.73) ($26,211.60) $ 7,562,806.38
39 $ 7,562,806.38 ($51,508.33) ($25,209.35) ($26,298.97) $ 7,536,507.40
40 $ 7,536,507.40 ($51,508.33) ($25,121.69) ($26,386.64) $ 7,510,120.77
41 $ 7,510,120.77 ($51,508.33) ($25,033.74) ($26,474.59) $ 7,483,646.17
42 $ 7,483,646.17 ($51,508.33) ($24,945.49) ($26,562.84) $ 7,457,083.33
43 $ 7,457,083.33 ($51,508.33) ($24,856.94) ($26,651.38) $ 7,430,431.95
44 $ 7,430,431.95 ($51,508.33) ($24,768.11) ($26,740.22) $ 7,403,691.73
45 $ 7,403,691.73 ($51,508.33) ($24,678.97) ($26,829.36) $ 7,376,862.37
46 $ 7,376,862.37 ($51,508.33) ($24,589.54) ($26,918.79) $ 7,349,943.59
47 $ 7,349,943.59 ($51,508.33) ($24,499.81) ($27,008.52) $ 7,322,935.07
48 $ 7,322,935.07 ($51,508.33) ($24,409.78) ($27,098.54) $ 7,295,836.52
49 $ 7,295,836.52 ($51,508.33) ($24,319.46) ($27,188.87) $ 7,268,647.65
50 $ 7,268,647.65 ($51,508.33) ($24,228.83) ($27,279.50) $ 7,241,368.15
51 $ 7,241,368.15 ($51,508.33) ($24,137.89) ($27,370.43) $ 7,213,997.72
52 $ 7,213,997.72 ($51,508.33) ($24,046.66) ($27,461.67) $ 7,186,536.05
53 $ 7,186,536.05 ($51,508.33) ($23,955.12) ($27,553.21) $ 7,158,982.84
54 $ 7,158,982.84 ($51,508.33) ($23,863.28) ($27,645.05) $ 7,131,337.79
55 $ 7,131,337.79 ($51,508.33) ($23,771.13) ($27,737.20) $ 7,103,600.58
56 $ 7,103,600.58 ($51,508.33) ($23,678.67) ($27,829.66) $ 7,075,770.93
57 $ 7,075,770.93 ($51,508.33) ($23,585.90) ($27,922.42) $ 7,047,848.50
58 $ 7,047,848.50 ($51,508.33) ($23,492.83) ($28,015.50) $ 7,019,833.00
59 $ 7,019,833.00 ($51,508.33) ($23,399.44) ($28,108.88) $ 6,991,724.12
60 $ 6,991,724.12 ($51,508.33) ($23,305.75) ($28,202.58) $ 6,963,521.53
61 $ 6,963,521.53 ($51,508.33) ($23,211.74) ($28,296.59) $ 6,935,224.95
62 $ 6,935,224.95 ($51,508.33) ($23,117.42) ($28,390.91) $ 6,906,834.03
63 $ 6,906,834.03 ($51,508.33) ($23,022.78) ($28,485.55) $ 6,878,348.49
64 $ 6,878,348.49 ($51,508.33) ($22,927.83) ($28,580.50) $ 6,849,767.99
65 $ 6,849,767.99 ($51,508.33) ($22,832.56) ($28,675.77) $ 6,821,092.22
66 $ 6,821,092.22 ($51,508.33) ($22,736.97) ($28,771.35) $ 6,792,320.86
67 $ 6,792,320.86 ($51,508.33) ($22,641.07) ($28,867.26) $ 6,763,453.61
68 $ 6,763,453.61 ($51,508.33) ($22,544.85) ($28,963.48) $ 6,734,490.12
69 $ 6,734,490.12 ($51,508.33) ($22,448.30) ($29,060.03) $ 6,705,430.10
70 $ 6,705,430.10 ($51,508.33) ($22,351.43) ($29,156.89) $ 6,676,273.20
71 $ 6,676,273.20 ($51,508.33) ($22,254.24) ($29,254.08) $ 6,647,019.12
72 $ 6,647,019.12 ($51,508.33) ($22,156.73) ($29,351.60) $ 6,617,667.52
73 $ 6,617,667.52 ($51,508.33) ($22,058.89) ($29,449.44) $ 6,588,218.08
74 $ 6,588,218.08 ($51,508.33) ($21,960.73) ($29,547.60) $ 6,558,670.48
75 $ 6,558,670.48 ($51,508.33) ($21,862.23) ($29,646.09) $ 6,529,024.39
76 $ 6,529,024.39 ($51,508.33) ($21,763.41) ($29,744.91) $ 6,499,279.48
77 $ 6,499,279.48 ($51,508.33) ($21,664.26) ($29,844.06) $ 6,469,435.41
78 $ 6,469,435.41 ($51,508.33) ($21,564.78) ($29,943.54) $ 6,439,491.87
79 $ 6,439,491.87 ($51,508.33) ($21,464.97) ($30,043.36) $ 6,409,448.51
OPTION 2(Contd)
!Orlin!;Balance.—Pit a ant I Iy�t . Prin°`� P. . `Endin! Balance
80 $ 6,409,448.51 ($51,508.33) ($21,364.83) ($30,143.50) $ 6,379,305.01
81 $ 6,379,305.01 ($51,508.33) ($21,264.35) ($30,243.98) $ 6,349,061.04
82 $ 6,349,061.04 ($51,508.33) ($21,163.54) ($30,344.79) $ 6,318,716.25
83 $ 6,318,716.25 ($51,508.33) ($21,062.39) ($30,445.94) $ 6,288,270.31
84 $ 6,288,270.31 $51,508.33 $20,960.90 $30,547.43 $ 6,257,722.88
85 $ 6,257,722.88 ($58,614.54) ($30,005.17) ($28,609.37) $ 6,229,113.51
86 $ 6,229,113.51 ($58,614.54) ($29,873.33) ($28,741.21) $ 6,200,372.30
87 $ 6,200,372.30 ($58,614.54) ($29,740.88) ($28,873.66) $ 6,171,498.65
88 $ 6,171,498.65 ($58,614.54) ($29,607.82) ($29,006.72) $ 6,142,491.93
89 $ 6,142,491.93 ($58,614.54) ($29,474.15) ($29,140.39) $ 6,113,351.54
90 $ 6,113,351.54 ($58,614.54) ($29,339.86) ($29,274.68) $ 6,084,076.87
91 $ 6,084,076.87 ($58,614.54) ($29,204.95) ($29,409.58) $ 6,054,667.28
92 $ 6,054,667.28 ($58,614.54) ($29,069.42) ($29,545.11) $ 6,025,122.17
93 $ 6,025,122.17 ($58,614.54) ($28,933.27) ($29,681.27) $ 5,995,440.90
94 $ 5,995,440.90 ($58,614.54) ($28,796.49) ($29,818.05) $ 5,965,622.85
95 $ 5,965,622.85 ($58,614.54) ($28,659.08) ($29,955.46) $ 5,935,667.39
96 $ 5,935,667.39 ($58,614.54) ($28,521.03) ($30,093.51) $ 5,905,573.88
97 $ 5,905,573.88 ($58,614.54) ($28,382.35) ($30,232.19) $ 5,875,341.70
98 $ 5,875,341.70 ($58,614.54) ($28,243.03) ($30,371.51) $ 5,844,970.19
99 $ 5,844,970.19 ($58,614.54) ($28,103.07) ($30,511.47) $ 5,814,458.72
100 $ 5,814,458.72 ($58,614.54) ($27,962.46) ($30,652.08) $ 5,783,806.65
101 $ 5,783,806.65 ($58,614.54) ($27,821.21) ($30,793.33) $ 5,753,013.32
102 $ 5,753,013.32 ($58,614.54) ($27,679.30) ($30,935.24) $ 5,722,078.08
103 $ 5,722,078.08 ($58,614.54) ($27,536.74) ($31,077.80) $ 5,691,000.29
104 $ 5,691,000.29 ($58,614.54) ($27,393.53) ($31,221.01) $ 5,659,779.27
105 $ 5,659,779.27 ($58,614.54) ($27,249.65) ($31,364.89) $ 5,628,414.38
106 $ 5,628,414.38 ($58,614.54) ($27,105.11) ($31,509.43) $ 5,596,904.95
107 $ 5,596,904.95 ($58,614.54) ($26,959.90) ($31,654.64) $ 5,565,250.32
108 $ 5,565,250.32 ($58,614.54) ($26,814.03) ($31,800.51) $ 5,533,449.81
109 $ 5,533,449.81 ($58,614.54) ($26,667.48) ($31,947.06) $ 5,501,502.75
110 $ 5,501,502.75 ($58,614.54) ($26,520.26) ($32,094.28) $ 5,469,408.47
111 $ 5,469,408.47 ($58,614.54) ($26,372.36) ($32,242.18) $ 5,437,166.29
112 $ 5,437,166.29 ($58,614.54) ($26,223.77) ($32,390.76) $ 5,404,775.52
113 $ 5,404,775.52 ($58,614.54) ($26,074.51) ($32,540.03) $ 5,372,235.49
114 $ 5,372,235.49 ($58,614.54) ($25,924.55) ($32,689.99) $ 5,339,545.50
115 $ 5,339,545.50 ($58,614.54) ($25,773.90) ($32,840.63) $ 5,306,704.87
116 $ 5,306,704.87 ($58,614.54) ($25,622.56) ($32,991.97) $ 5,273,712.90
117 $ 5,273,712.90 ($58,614.54) ($25,470.53) ($33,144.01) $ 5,240,568.88
118 $ 5,240,568.88 ($58,614.54) ($25,317.79) ($33,296.75) $ 5,207,272.13
119 $ 5,207,272.13 ($58,614.54) ($25,164.34) ($33,450.19) $ 5,173,821.94
120 $ 5,173,821.94 ($58,614.54) ($25,010.20) ($33,604.34) $ 5,140,217.60
al III
24ND I SUNDAY,MAY 18,2014 ND MiamiHerald.com I MIAMI HERALD
/cp0`°`'r4... Mayor Myra L.Taylor ii \
roi Vice-Mayor Joseph L. Kelley
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a si Commissioner Timothy Holmes HONDA
• • Commissioner Dorothy Johnson
"y' Commissioner Luis B. Santiago 0• E" Schedule service
'4.0 ppt EQ.
New N a = , - ' ,-,:!..1: on Sunday and receive
The City of Opa-locka invites you to a
Erase the veins on your legs and face!
CAPITAL IMPROVEMENT PROJECTS 20 /0 off
*
•Slate of-the-art treatments
•Most insurance plans accepted
TOWN HALL MEETING •Ideal for men and women
o Before After
Thursday, May 22, 2014 Dr.Adel Softer ertfor .,FACC SOUTH
GYYe/M.�ul Expert for
6:00 p.m. to 8:00pmal MOTORS Sherbondy Village Park
215 President Barack Obama(Perviz Avenue),Opa-locka,FL 33054 '� Ural 1oNews
South Motors Honda
We also speak Spanish and Hebrew US-1&South 161 SUeet In Miami
This meeting will be held with the public's participation under strict (
guidelines of the Florida Department of Environmental Protection State 11) SOFFE _ (866)475-7566 SouthHonda.com
VEIN E PERTS
Revolving Loan Facilities Planning Requirements. ""°"` '22%Co up I)a$10Jdsnlark&1
Locations in Aventura,Hialeah/Miami Lakes,Plantation,and West Palm Beach Smdat Service 8 ath Ftrde
Call 305-290-1661 or Sofferhealth.com ca d e Md(r (to.
The Opa-locka community is encouraged to attend.
The W ,,�enyammu ,�,,,,, ,,,os Me„�*Mum„ 5elen ExtOestres and bairns
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For more information contact the City Manager's Office at 305-953-2868. lee,tr,..�lee'mks amel..,,,v►..lma.
CITY OF OPA—LOCKA FLORIDA
tE NOTICE TO THE PUBLIC
NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa-locka,Florida will hold a public hearing at its Regular Commission Meeting on Wednesday,May 28,2014
at 7:00 p.m.in the Auditorium at Sherbondy Village,215 President Barack Obama(Perviz)Avenue,Opa-locka,Florida to consider the following item:
SECOND READING ORDINANCE/PUBLIC HEARING:
AN AMENDED AND RESTATED SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA AMENDING AND RESTATING,IN ITS ENTIRETY,
SERIES ORDINANCE NO.13-41 ENACTED ON DECEMBER 11,2013,TO PROVIDE FOR THE ISSUANCE,PURSUANT TO AN ORDINANCE OF THE CITY PREVIOUSLY
ENACTED,OF OBLIGATIONS OF THE CITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS($8,500,000),
TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2014,FOR THE PURPOSE OF PROVIDING FUNDS,
TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS OF THE CITY,TO FINANCE THE COST OF ACQUISITION OF A SITE WITHIN THE CITY, IF NECESSARY,AND
THE ACQUISITION,CONSTRUCTION,IMPROVEMENT AND EQUIPPING OF A CITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON SUCH SITE OR ON A
SITE OWNED BY THE CITY AS OF THE DATE HEREOF,FUNDING A RESERVE ACCOUNT FOR THE SERIES 2014 NOTE,AS PROVIDED HEREIN,AND PAYING COSTS OF
ISSUANCE OF THE SERIES 2014 NOTE;PROVIDING FOR THE TERMS AND PAYMENT OF SUCH SERIES 2014 NOTE;RATIFYING THE TERM SHEET RELATING TO THE
SERIES 2014 NOTE PROVIDED BY CITY NATIONAL BANK OF FLORIDA,AS THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE;PROVIDING FOR THE RIGHTS,
SECURITY AND REMEDIES OF THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE;MAKING OR PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS
IN CONNECTION THEREWITH;DESIGNATING THE CITY AS THE REGISTRAR AND PAYING AGENT FOR THE SERIES 2014 NOTE;AUTHORIZING THE EXECUTION AND
DELIVERY OF AN AGREEMENT WITH THE LENDER OF THE SERIES 2014 NOTE TO SET FORTH MATTERS RELATING TO THE SERIES 2014 NOTE AS REQUIRED BY SUCH
PURCHASER OR OTHERWISE NECESSARY AND APPROPRIATE,SUBJECT TO THE PARAMETERS SPECIFIED HEREIN AND CONSISTENT WITH THE APPROVED TERM
SHEET PROVIDED BY THE LENDER;AUTHORIZING CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE,SALE AND
DELIVERY OF THE SERIES 2014 NOTE;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY;
PROVIDING AN EFFECTIVE DATE(first reading held on May 14,2014).Sponsored by C.M.
Additional information on the above item may be obtained in the Office of the City Clerk,3400 NW 135th Street,Bldg.B,Opa-locka,Florida.All interested persons are encouraged to attend
this meeting and will be heard with respect to the public hearing.
PURSUANT TO FS 286.0105:Anyone who desires to appeal any decision made by any board,agency,or commission with respect to any matter considered at such meeting or hearing will need a record of
the proceedings,and for that reason,may need to ensure that a verbatim record of the proceedings is made,which record includes the testimony and evidence upon which the appeal may be based.
JOANNA FLORES,CMC
CITY CLERK
Page:NabesND_8, Pub.date:Sunday, May 18 Last user:cci
Edition:1st Section,zone:, DadeND Last change at:19:15:49 May 15