HomeMy Public PortalAbout15-07 AUTHORIZING AND SECURING TAX EXEMPT CAPITAL IMPROVEMENT REVENUE AND REFUNDING NOTE 2015 A CITY OF OPA-LOCKA, FLORIDA
SERIES ORDINANCE NO. 15-07
Enacted on May 13, 2015
Authorizing and Securing
City of Opa-Locka, Florida
Tax-Exempt Capital Improvement Revenue and Refunding Note, Series 2015A
and
Taxable Capital Improvement Revenue Note, Series 2015B
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1St Reading: April 27, 2015
2"d Reading: May 13, 2015
Public Hearing: May 13, 2015
Adopted: May 13, 2015
Effective Date: May 13, 2015
Sponsored by: City Manager
SERIES ORDINANCE NO. 15-07
A SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY
OF OPA-LOCKA, FLORIDA TO PROVIDE FOR THE ISSUANCE,
PURSUANT TO AN ORDINANCE OF THE CITY ENACTED ON THE
DATE HEREOF, OF OBLIGATIONS OF THE CITY IN AN
AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT
MILLION SIX HUNDRED THOUSAND DOLLARS ($8,600,000), TO BE
DESIGNATED AS THE CITY OF OPA-LOCKA, FLORIDA TAX-
EXEMPT CAPITAL IMPROVEMENT REVENUE AND REFUNDING
NOTE, SERIES 2015A AND TAXABLE CAPITAL IMPROVEMENT
REVENUE NOTE, SERIES 2015B, RESPECTIVELY; PROVIDING FOR
THE PROCEEDS OF THE 2015A NOTE, TOGETHER WITH OTHER
LEGALLY AVAILABLE FUNDS, TO BE USED TO (I) FINANCE A
PORTION OF THE COSTS OF ACQUIRING AN OFFICE BUILDING
AND RELATED SITE IN THE CITY, A PORTION OF WHICH
BUILDING WILL BE USED FOR CITY ADMINISTRATION AND A
PORTION OF WHICH WILL BE LEASED TO THIRD PARTIES, (II)
FINANCE CERTAIN COSTS OF RENOVATING AND EQUIPPING THE
PORTION OF THE OFFICE BUILDING TO BE USED FOR CITY
ADMINISTRATION, (III) RETIRE THE CITY'S CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2014 CURRENTLY
OUTSTANDING IN THE PRINCIPAL AMOUNT OF $84,000, AND (IV)
PAY CERTAIN COSTS OF ISSUANCE RELATING TO THE 2015A
NOTE, ALL AS MORE FULLY SET FORTH HEREIN; PROVIDING FOR
THE PROCEEDS OF THE 2015B NOTE, TOGETHER WITH OTHER
LEGALLY AVAILABLE FUNDS, TO BE USED TO (I) FINANCE THE
BALANCE OF THE COSTS OF ACQUIRING SAID OFFICE BUILDING
AND RELATED SITE IN THE CITY; (II) PAY CERTAIN MOVING
COSTS ASSOCIATED WITH RELOCATING THE CITY'S
ADMINISTRATIVE FUNCTIONS TO THE OFFICE BUILDING; AND
(III) PAY CERTAIN COSTS OF ISSUANCE OF THE 2015B NOTE,
PROVIDING FOR THE TERMS AND PAYMENT OF SUCH 2015 NOTES,
ALL AS MORE FULLY SET FORTH HEREIN; PROVIDING FOR THE
RIGHTS, SECURITY AND REMEDIES OF THE LENDER WITH
RESPECT TO THE 2015 NOTES; MAKING OR PROVIDING FOR
CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; DESIGNATING THE CITY AS THE REGISTRAR AND
PAYING AGENT FOR THE 2015 NOTES; AUTHORIZING THE
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EXECUTION AND DELIVERY OF AN AGREEMENT WITH THE
LENDER TO SET FORTH MATTERS RELATING TO THE 2015 NOTES
AS REQUIRED BY SUCH LENDER OR OTHERWISE NECESSARY AND
APPROPRIATE, SUBJECT TO THE PARAMETERS SPECIFIED
HEREIN; AUTHORIZING CITY OFFICIALS TO DO ALL THINGS
DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE,
SALE AND DELIVERY OF THE 2015 NOTES; PROVIDING FOR
INCORPORATION OF RECITALS; PROVIDING FOR CONFLICT AND
REPEALER; PROVIDING FOR SEVERABILITY; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City has enacted on the date hereof Ordinance No. 15-06 (the "Master
Ordinance") which amends and restates Ordinance No. 13-40 enacted by the City on December
11, 2013, subject to the provisions of the Master Ordinance relating to its effective date,
including Section 1215 thereof; and
WHEREAS, the Master Ordinance contemplates that the City will finance the Series
2015 Project through the issuance of its 2015 Notes (as such capitalized terms are defined in the
Master Ordinance) in two series; provided that the 2015 Notes will only be issued in the event
the City contemporaneously closes on its acquisition of the Town Center One Building (as
defined in the Master Ordinance) and pays the outstanding principal balance of the 2014 Note (as
defined in the Master Ordinance), together with all interest accrued and unpaid thereon; and
WHEREAS, City National Bank of Florida (the "Lender") has presented the City with a
term sheet (the "Term Sheet") setting forth the principal terms and conditions upon which the
Lender has offered to make a loan to the City evidenced by the 2015 Notes, the proceeds of
which will be applied to finance, together with other legally available funds, the Series 2015
Project; and
WHEREAS, the City desires to provide for the issuance of the 2015 Notes on terms and
conditions consistent with the Term Sheet, subject to the Parameters (hereinafter defined); and
WHEREAS, proceeds of the 2015A Notes (as defined in the Master Ordinance) will be
applied, together with other legally available funds, to finance the 2015A Project (as defined in
the Master Ordinance) and proceeds of the 2015B Notes (as defined in the Master Ordinance)
will be applied, together with other legally available funds, to finance the 2015B Project (as
defined in the Master Ordinance) (including, in each case, through reimbursement); and
WHEREAS, the 2015 Notes will be secured by the Pledged Funds (as defined in the
Master Ordinance) on a parity with any Additional Obligations and Refunding Obligations (as
defined in the Master Ordinance) outstanding from time to time under the Master Ordinance,
subject to the provisions hereof and the Series 2015 Note Agreement (hereinafter defined); and
WHEREAS, the City desires to enact this Series Ordinance (the "2015 Series
Ordinance") as a Series Ordinance (as defined in the Master Ordinance) with respect to the 2015
Notes within the meaning of the Master Ordinance (this 2015 Series Ordinance, together with the
Master Ordinance, being referred to as the "2015 Ordinance"); and
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WHEREAS, the City ratifies its finding and determination in the Master Ordinance that
it is necessary and in the best interest of the City, and that it serves a valid paramount public and
municipal purpose, to acquire the Town Center One Building and that it serves a valid paramount
public and municipal to authorize the issuance of the 2015 Notes to finance, together with other
legally available funds, the Series 2015 Project; provided, however the 2015 Notes will only be
issued contemporaneously with, and conditioned upon, the City's acquisition of the Town
Center One Office Building and related site in accordance with the Purchase Agreement and the
payment in full of the outstanding principal amount of the 2014 Note, together with interest
accrued and unpaid thereon; and
WHEREAS, because the 2015 Notes will be the only Obligations outstanding hereunder
at the time of issuance thereof, the 2015 Notes will be issued without being required to meet the
test for issuing Additional Obligations or Refunding Obligations under the Prior Bond
Ordinance; and
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 2015 Notes; 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 2015 Notes, 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. Recitals; Definitions. The recitals herein are incorporated by reference.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Master Ordinance (as such term is defined in the recitals to this 2015 Series Ordinance).
Section 2. Authorization.
(a) The authorization of the 2015 Notes pursuant to the Master Ordinance is hereby
ratified. The 2015 Notes shall be issued under and secured by the 2015 Ordinance. This 2015
Series Ordinance shall be deemed to be a Series Ordinance with respect to the 2015 Notes within
the meaning of the Master Ordinance. The 2015A Note shall be issued as a Tax-Exempt Term
Obligation for the purpose of providing funds, together with other legally available funds of the
City, to finance the Cost of the 2015A Project. The 2015B Note shall be issued as a Taxable
Term Obligation for the purpose of providing funds, together with other legally available funds
of the City, to finance the Cost of the 2015B Project. The 2015A Note shall be designated as the
"City of Opa-Locka, Florida Tax-Exempt Capital Improvement Revenue and Refunding Note,
Series 2015A." The 2015B Note shall be designated as the "City of Opa-Locka, Florida Taxable
Capital Improvement Revenue Note, Series 2015B." The initial Registrar and the initial Paying
Agent for the 2015 Notes shall be the City. The 2015 Notes shall not be held in book-entry only
form. The prepayment, without penalty or premium, of the outstanding principal amount of the
2014 Note together with interest accrued and unpaid thereon through the prepayment date, using
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proceeds of the 2015 Notes and other legally available funds, is hereby authorized and approved,
subject to the conditions for issuance of the 2015 Notes set forth in the Master Ordinance and
herein.
(b) The 2015 Notes shall be executed in the manner set forth in the Master Ordinance
and shall be deposited with the City, as Registrar for the 2015 Notes, for authentication, but prior
to or simultaneously with the authentication and delivery of the 2015 Notes there shall be filed
with the City Manager the following documents and opinions: (i) a copy, certified by the City
Clerk, of the 2015 Ordinance; (ii) an opinion of the City Attorney to the effect that the 2015
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 2015 Ordinance, for the payment of the 2015 Notes, (B)
the 2015 Notes constitute a special and limited obligation of the City payable in accordance with
the provisions of the 2015 Ordinance, and (C) the interest on the 2015A Note is excluded from
gross income for federal income tax purposes and has been designated a qualified tax-exempt
obligation for purposes of Section 265(b)(iii) of the Code, 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.
(c) When (i) the documents mentioned above shall have been filed with the City
Manager, (ii) the 2015 Notes shall have been executed by the City and authenticated by the
Registrar as required by the 2015 Ordinance, and (iii) the Lender shall have executed the 2015
Notes Agreement (hereinafter defined), then the Registrar shall deliver such 2015 Notes at one
time to the Lender. The specific application of proceeds of the 2015 Notes, 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 2015 Notes (the "Finance Director Certificate"). It shall
be a condition to the issuance and delivery of the 2015 Notes that the Lender provide to the City,
on the date of issuance of the 2015 Notes, 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 2015 Notes shall be deemed sold to the Lender for a purchase price
equal to the aggregate principal amount of the 2015 Notes.
(d) Notwithstanding anything to the contrary in the Master Ordinance or herein, the
2015 Notes shall only be issued if such issuance occurs contemporaneously with the City's
acquisition of the Town Center One Office Building and related site in accordance with the
Purchase Agreement and the payment in full of the outstanding principal amount of the 2014
Note, together with interest accrued and unpaid thereon.
(e) Notwithstanding anything to the contrary in the Master Ordinance, the portion of
the proceeds of the 2015 Notes to be used to finance the City's acquisition of the Town Center
One Building may be paid directly to the seller thereof as contemplated by the Purchase
Agreement, rather than being deposited in the Construction Fund, all as shall be more fully set
forth in the Finance Director Certificate.
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Section 3 Form, Denominations, Date, Interest Rates and Maturity Dates.
(a) The 2015 Notes are issuable only in fully registered form and shall be in
substantially the forms set forth in composite Exhibit "A" to the 2015 Notes Agreement, with
such appropriate variations,omissions and insertions as may be required therein and approved by
the City Manager as set forth in the 2015 Notes Agreement and/or the 2015 Notes. Each of the
2015 Notes shall be in authorized denominations equal to the outstanding principal amount
thereof from time to time. Principal and interest on the 2015 Notes shall be payable as provided
in the 2015 Notes Agreement. The 2015 Notes shall mature approximately ten years from their
date of issuance, and shall bear interest at the fixed rates per annum as set forth in the form of the
2015 Notes Agreement attached hereto as Exhibit A, subject to adjustment, in the case of the
2015A Note, as the result of a Determination of Taxability or Loss of Bank-Qualified Status, all
as set forth in the 2015 Notes Agreement; provided, however, that the aggregate principal
amount of the 2015 Notes shall not exceed Eight Million Six Hundred Thousand Dollars
($8,600,000) (collectively, the "Parameters"). The 2015 Notes shall be amortized over the
periods reflected in the 2015 Notes Agreement and a balloon principal payment shall be due at
the final maturity of the 2015 Notes. Subject to the Parameters, it is currently estimated that the
2015A Note will be issued in an initial principal amount of$3,501,000 and the 2015B Note will
be issued in an initial principal amount of $5,099,000, which is subject to change based on the
final allocation of eligible costs between the 2015A Note and 2015B Note for purposes of the
Code. The actual initial principal amount of each of the 2015A Note and 2015B Note,
respectively, will be as set forth in the final form thereof; provided that the aggregate principal
amount of the 2015 Notes shall not exceed $8,600,000.
(b) The City does not expect to issue more than $10,000,000 of tax-exempt
obligations in calendar year 2015 that are required to be taken into account for purposes of
Section 265(b)(iii) of the Code, and therefore, the City hereby designates the 2015A Note as a
qualified tax-exempt obligation within the meaning of Section 265(b)(iii) of the Code.
(c) The 2015 Notes 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 2015 Notes substantially in the form mentioned above is hereby authorized, and the
execution of the 2015 Notes 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 2015 Notes
on behalf of the City.
Section 4. Matters Relating to Prepayment. The 2015 Notes shall be subject to
prepayment as set forth in the executed 2015 Note Agreement, consistent with the Term Sheet.
Section 5. Loan; 2015 Notes Agreement.
(a) The City hereby finds that, based on present market conditions, the volatility of
interest rates, and the recommendation of the Financial Advisor, it would be in the best interest
of the City that a loan evidenced by the 2015 Notes be obtained on a negotiated basis from the
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Lender. The continuing disclosure requirements of the Rule shall not apply to the 2015 Notes.
Notwithstanding the provisions of the Master Ordinance, the 2015 Notes Agreement and/or the
2015 Notes shall set forth limitations on the ability of the Lender to transfer the 2015 Notes. The
Lender and its permitted assigns shall be deemed to be the Registered Owner of the 2015 Notes
for all purposes of the 2015 Ordinance. The City hereby approves the payment to the Lender of a
loan fee relating to the 2015A Note in an amount equal to 1.00% of the initial principal amount
of the 2015A Note and a loan fee relating to the 2015B Note in an amount equal to 1.00% of the
initial principal amount of the 2015B Note.
(b) In making the determinations as to the details and other matters relating to the
2015 Notes 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 Bond
Counsel. Subject to the Parameters and consistent with the Term Sheet, the terms of the 2015
Notes shall be as approved and determined by the City Manager and set forth in the 2015 Notes
Agreement and/or the 2015 Notes, with the execution and delivery of the 2015 Notes Agreement
and 2015 Notes being conclusive evidence of the City's approval of the final details, terms and
conditions of the 2015 Notes Agreement and the 2015 Notes. 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 2015 Notes (the "2015 Notes Agreement") is hereby
authorized. The 2015 Notes 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, subject to the Parameters, and assuming the conditions for issuance of the 2015
Notes as provided for herein are met, 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 2015 Notes Agreement. The execution and delivery of the
2015 Notes Agreement shall constitute conclusive evidence of the approval thereof. The 2015
Notes Agreement shall be deemed to be a "Covenant Agreement" with respect to the 2015 Notes
for all purposes of the 2015 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 2015 Ordinance for the full, punctual and complete performance
of all of the terms, covenants and agreements contained in the 2015 Notes and the 2015 Notes
Agreement.
Section 7. Effect of Partial Invalidity; Amendment and Restatement. In case any
one or more of the provisions of this 2015 Series Ordinance or of the 2015 Notes shall for any
reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other
provisions of this 2015 Series Ordinance or the 2015 Notes.
Section 8. Conflict and Repealer. All ordinances or resolutions or parts of
ordinances or resolutions in conflict herewith, are hereby repealed.
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Section 9. Effective Date. This 2015 Series Ordinance shall take effect upon the
later to occur of (i) its enactment, (ii) the effectiveness of the Master Ordinance, and (iii) the
payment in full of the outstanding principal amount of the 2014 Note, plus all interest accrued
and unpaid thereon.
PASSED AND ADOPTED on first reading this 27nd day of April, 2015.
PASSED AND ENACTED on second reading this 13th day of May, 2015.
6_/;a /7
RA L. AYLOR
MAYOR
At -•t to:
I
it e
Joa iI a Flores
Cit, lerk
Approved as to form and legal sufficiency:
Vincent T. Brown,
The Brown Law Group, LLC,
City Attorney
Moved by: VICE MAYOR HOLMES
Seconded by: COMMISSIONER PINDER
Commission Vote: 5-0
Commissioner Kelley: YES
Commissioner Pinder: YES
Commissioner Santiago: YES
Vice-Mayor Holmes: YES
Mayor Taylor: YES
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EXHIBIT A
FORM OF 2015 NOTES AGREEMENT
A-1
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2015 NOTES AGREEMENT
THIS 2015 NOTES AGREEMENT (this "Agreement") is made and entered into as of
the day of May, 2015 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 $ Capital Improvement Revenue and Refunding Note, Series 2015A (the
"2015A Note") and $ Capital Improvement Revenue Note, Series 2015B (the
"2015B Note" and, together with the 2015A Note, the "2015 Notes"), being issued on this day
and purchased by the Lender.
RECITALS:
WHEREAS, on May 13, 2015, the City enacted Ordinance No. 15-06 (the "Master
Ordinance") and Series Ordinance No. 15-07 (the "Series Ordinance," and collectively with the
Master Ordinance, the "2015 Ordinance") (all capitalized terms not otherwise defined herein
having the meaning ascribed thereto in the 2015 Ordinance or in Article I hereof); and
WHEREAS, the Lender has presented the City with the Term Sheet which sets forth
certain of the terms and conditions upon which the Lender will make the Loan to the City
evidenced by the 2015 Notes; 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 2015 Notes.
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 2015 Ordinance, the following terms, as used herein, have the following
meanings:
"Authorized Representative" means the Person designated from time to time as such by
the City in writing delivered to the Lender.
"Closing Date" means May , 2015.
"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 2015A 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 the City or
any registered Owner of the 2015A Note, or (ii) a determination by a court of competent
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jurisdiction that the interest payable on the 2015A 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 2015A Note is includable for
federal income tax purposes in the gross income of the registered Owner thereof. For all
purposes of this 2015 Notes Agreement, a Determination of Taxability shall be deemed to occur
with respect to the 2015A Note on the date as of which the interest on such 2015A Note is
deemed includable in the gross income of the registered Owner of such 2015A Note.
"Interest Payment Date" means the [twenty-first][21st] day of each month (or the next
Business Day if such date is not a Business Day).
"Loan" means the aggregate principal amount of the 2015 Notes outstanding from time
to time.
"Loan Documents" means, collectively, this Agreement, the 2015 Notes, the 2015
Ordinance, and all documents, certificates and agreements executed and delivered in connection
therewith.
"Loss of Bank Qualified Status" shall mean that the 2015A 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 [May 21], 2025.
"Non-Bank Qualified Rate" means, with respect to the 2015A Note, a fixed rate per
annum of 2.84%.
"Prepayment Fee" shall have the meaning ascribed thereto in Article II, Section 2.06
hereof.
"2015A 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-1.
"2015B 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-2.
"2015 Notes" mean, collectively, the 2015A Note and 2015B Note.
"State" means the State of Florida.
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"Taxable Rate" means with respect to (i) the 2015B Note and (ii) the 2015A Note as a
result of a Determination of Taxability as provided for herein, a fixed rate per annum equal to
4.25%.
"Tax-Exempt Rate" means, with respect to the 2015A Note, a fixed rate per annum equal
to 2.65%, subject to adjustment as provided herein as a result of a Determination of Taxability or
Loss of Bank-Qualified Status.
"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
• 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) The Non-Bank Qualified Rate, Taxable Rate and Tax-Exempt Rate, as applicable,
do not exceed the maximum rate permitted by law.
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 2015 Notes
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 2015 Ordinance.
(a) The obligation to pay the principal of and interest on the 2015 Notes and any
other obligations of the City arising under the 2015 Ordinance, this Agreement or the 2015 Notes
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
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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 Loan evidenced by the 2015
Notes or to pay any other amounts required to be paid pursuant to the 2015 Ordinance, this
Agreement or the 2015 Notes. Rather, all such obligations under the 2015 Ordinance, this
Agreement and under the 2015 Notes shall be secured solely by the Pledged Funds expressly
pledged thereto pursuant to the 2015 Ordinance.
(b) The 2015 Notes shall be subject to all the provisions of the 2015 Ordinance,
except to the extent expressly otherwise stated in this Agreement.
ARTICLE II
CERTAIN MATTERS RELATING TO LOAN
Section 2.01 Loan.
(a) Subject to the terms and conditions hereof, the Lender agrees to make the Loan
evidenced by the 2015 Notes to the City on the date hereof. The initial principal amount of the
2015A Note shall be $ and the initial principal amount of the 2015B Note shall be
$ . Subject to earlier prepayment as provided for herein, installments of unpaid principal
and interest on each of the 2015A Note and the 2015B Note, respectively, shall be payable in 119
substantially equal payments, calculated using a 25-year amortization period, with the
outstanding principal balance, plus interest accrued and unpaid thereon, being due and payable
on the Maturity Date. Payments of principal of and interest on the 2015 Notes shall be due on
each Interest Payment Date through the Maturity Date (subject to earlier prepayment as
permitted hereby), commencing on [June 21,] 2015. The respective principal amortization
schedules for the 2015A Note and 2015B Note shall be attached to the final form of the 2015A
Note and 2015B Note.
(b) The Lender may impose a late payment fee of 5% of any amount not paid with
respect to the applicable 2015 Notes within 10 days of the due date.
Section 2.02 Bank Qualification; Exclusion of Interest. The City has designated the
2015A Note in the Series Ordinance 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 status of the 2015A 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 2015A Note.
Section 2.03 Costs and Expenses. The City agrees to pay at closing the Lender's
loan fee in the amount of$ with respect to the 2015A Note (1% of the initial principal
amount of the 2015A Note) and loan fee in the amount of$ with respect to the 2015B Note
(1% of the initial principal amount of the 2015A Note) (the Lender acknowledging that the City
has heretofore prepaid $25,000 of such fees) and the Lender's attorneys' fees in the amount of
$7,500.00 incurred in connection with the preparation, execution and delivery of this Agreement.
In addition to the amounts described above in this Section 2.03, the City agrees to pay any and
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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 2015 Notes 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 2015A Note or 2015B 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 2015 Notes (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 2015 Notes from the date
such amounts were loaned as evidenced by this Agreement 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 in the case of the 2015A Note,
subject to adjustment as provided herein, and the Taxable Rate in the case of the 2015B Note.
Upon a Determination of Taxability, the interest rate per annum on the 2015A Note 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 on the 2015A Note 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 with respect
to the 2015A Note. All such additional interest, additions to tax, penalties and interest shall be
paid by the City within sixty (60) days following the Determination of Taxability or Loss of
Bank Qualified Status, as applicable, with respect to the 2015A Note 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
with respect to the 2015A Note as described herein. Notwithstanding anything to the contrary
herein or in the 2015 Ordinance, it shall not be an Event of Default under the 2015 Ordinance,
hereunder or under the 2015 Notes in the event a Determination of Taxability or Loss of Bank
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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 the Loan made to it in whole or in part, and represented by the 2015 Notes by
paying the principal amount of the 2015A Note and/or 2015B Note to be prepaid, together with
accrued interest thereon to the date of prepayment, without penalty or premium; provided,
however, if such prepayment is made as a result of refinancing the 2015A Note and/or 2015B
Note, as applicable, 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 2015A Note
and/or 2015B Note, as applicable, to be prepaid (the "Prepayment Fee"). In the event of any
partial prepayment of the principal amount of the 2015A Note or 2015B Note outstanding, each
partial prepayment shall be applied first to accrued interest on the 2015A Note or 2015B Note, as
applicable, being prepaid and then to such principal installments the 2015A Note or 2015B Note,
as applicable, being prepaid 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 2015 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 Lender Letter; Restrictions on Transfer. The Lender may transfer the
2015 Notes 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 (and may not transfer
the 2015A Note without also transferring the 2015B Note in such minimum denominations and
vice versa). 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 B.
ARTICLE III
CONDITIONS
Section 3.01 Conditions to Effectiveness. This 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 2015 Notes, 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;
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(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 2015 Notes;
(ii) a lender letter in the form attached as Exhibit B and a truth in bonding
statement in the form attached as Exhibit C, 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
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 2015 Ordinance, this
Agreement and the 2015 Notes. 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 2015 Project (including the Town Center One Building and
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
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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 2015 Ordinance, this Agreement or the 2015 Notes, (ii) the
validity or enforceability of the pledge of the Pledged Funds pledged to the 2015 Notes as set
forth in the 2015 Ordinance, or (iii) the exclusion of interest paid under the 2014 Note or to be
paid under the 2015A Note from the gross income of the recipient thereof for purposes of federal
income taxes.
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 2015 Notes 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, as a result of the payment in full of the 2014 Note on 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 2015 Project will be located.
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Section 5.02. Cost Review. The Lender acknowledges that it has received and
reviewed an estimated budget for the Series 2015 Project.
Section 5.03 Insurance.
(a) The City shall maintain throughout the Term, subject to the requirements of State
law, including Section 768.28, Florida Statutes, 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 in connection with the Town Center One
Building. 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.
(b) The City shall maintain throughout the Term, subject to the requirements of State
law, property and casualty insurance (excluding windstorm insurance) with respect to the Town
Center One Building. Such insurance shall be in an amount equal to one hundred percent (100%)
of the replacement cost of the Town Center One Building (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.
(c) The City shall maintain throughout the Term, subject to the requirements of State
law, flood insurance for the Town Center One Building to the extent it 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, when provided by an entity other than The Florida League of
Cities, 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. The City shall take such actions as
may be necessary to cause the Lender to continue 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 during the
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Term. 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 2015 Notes for purposes of the
2015 Ordinance, this Agreement and the 2015 Notes. 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 2015 Ordinance, this Agreement or the 2015
Notes.
Section 5.05 Funds and Accounts; Deposit of Pledged Funds. During the Term, the Tax
Revenues Fund established under the 2015 Ordinance shall be evidenced by bank accounts
established and maintained with the Lender. Notwithstanding anything to the contrary in the
2015 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 240 days after the end of the applicable Fiscal Year of the City,
commencing with the Fiscal Year ending September 30, 2015, a copy of the City's audited
financial statements, together with a compliance certificate in the form of Exhibit D signed by an
Authorized Representative;
(b) within ninety (90) 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, 2015, 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 2015 Ordinance, this Agreement or the 2015 Notes,
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.
The Lender acknowledges receipt from the City of audited financial statements of the
City for the Fiscal Year ended September 30, 2013 and unaudited financial statements of the City
for the Fiscal Year ended September 30, 2014.
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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
2015 Notes by prepaying outstanding principal thereof, together with interest accrued thereon to
the prepayment date, and the Prepayment Fee, if applicable.
(b) The City will not amend or supplement the 2015 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 2015
Notes, 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.
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 with
respect to the Fiscal Year ended on the immediately preceding September 30 (each a "Testing
Date"), 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 for the applicable Fiscal Year of the City then ended, to (ii) all Principal and
Interest Requirements on the 2015 Notes in the applicable Fiscal Year of the City then ended,
reduced as appropriate in the event prepayments of principal were made during such Fiscal Year
then ended.
(b) 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 provisions of
subsection (c) hereof are being pursued.
(c) In the event the City fails to meet the required Debt Service Coverage Ratio on
any Testing Date, the City agrees to promptly notify the Lender in writing, within ten (10) days
of such Testing Date, of its proposal to include one or more sources of additional legally
available non-ad valorem revenues as "Pledged Funds" securing the 2015 Notes within the
meaning of the 2015 Ordinance (the "Additional Security"). Lender agrees to notify the City in
writing within ten (10) days of receipt of such notice (the "Lender Response Period") as to
whether it accepts such proposal with respect to the Additional Security. Notwithstanding the
foregoing, in the event the City proposes in such notice to include a first lien on its electric
franchise fees as the Additional Security, accompanied by a [pro forma] Debt Service Coverage
Ratio calculation indicating the required Debt Service Coverage Ratio would have been met as of
the applicable immediately prior Testing Date had the Additional Security been part of the
Pledged Revenues during the Fiscal Year ended immediately preceding such Testing Date, the
Lender shall be automatically deemed to have consented to the Additional Security as of the end
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of the Lender Response Period. In the event the Lender accepts (or is deemed to accept) the
City's proposal within the Lender Response Period, the City shall have seventy (70) days from
the end of the Lender Response Period to amend the ordinances comprising the 2015 Ordinance
to add such Additional Security as part of the Pledged Funds (the "City Amendment Period"),
without any Event of Default being deemed to have occurred solely as a result of the failure to
meet the required Debt Service Coverage Ratio on the immediately prior Testing Date. In the
event the Lender rejects the City's proposal with respect to the Additional Security within the
Lender Response Period as permitted hereby with respect to proposed Additional Security other
than the City's electric franchise fees, an Event of Default shall be deemed to have occurred as a
result of the City having failed to meet the required Debt Service Coverage Ratio on the
immediately prior Testing Date. In the event the Lender either approves (or is deemed to
approve) the City's proposal with respect to the Additional Security within the Lender Response
Period or the City and the Lender agree on different Additional Security satisfactory to both, but
the City fails, within the City Amendment Period, to amend the ordinances comprising the 2015
Ordinance to add such Additional Security as part of the Pledged Funds, an Event of Default
shall be deemed to have occurred as a result of the City having failed to meet the required Debt
Service Coverage Ratio on the immediately prior Testing Date. If the Lender is not deemed to
accept the City's proposal with respect to Additional Security as contemplated hereby with
respect to the City's electric franchise fees and fails during the Lender Response Period to
respond to the City's proposal regarding any other proposed Additional Security, no Event of
Default shall be deemed to have occurred solely as a result of the City having failed to meet the
required Debt Service Coverage Ratio on the immediately prior Testing Date. If the City fails to
meet the Debt Service Coverage Ratio on any Testing Date subsequent to Additional Security
being included in the Pledged Funds pursuant to the process described in this subsection, such
process shall continue to control and shall be applied in a similar manner.
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 principal amount of
the Loan evidenced by the 2015 Notes in accordance herewith (the "Termination Date"). All
unpaid principal of the 2015 Notes 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 2015 Ordinance, the right, title
and interest of the Lender hereunder with respect to the 2015 Notes and the Pledged Funds
pledged thereto shall cease, terminate and become void, and such 2015 Notes shall cease to be
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entitled to any lien, benefit or security hereunder or under the 2015 Ordinance and the 2015
Notes 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 2015
Ordinance and the 2015 Notes. 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 2015 Ordinance
or the 2015 Notes, 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 2015 ORDINANCE, THIS AGREEMENT OR THE 2015 NOTES
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 2015 NOTES.
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
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: Hugo Carreno
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
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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]
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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:
Hugo Carreno, Vice President
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EXHIBIT A-1
FORM OF 2015A 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
TAX-EXEMPT
CAPITAL IMPROVEMENT REVENUE AND REFUNDING NOTE, SERIES 2015A
No. RA-1
Initial Interest Rate Maturity Date Dated Date
2.65% per annum, subject to adjustment [May 21], 2025
May , 2015
as provided herein
REGISTERED OWNER: City National Bank of Florida
PRINCIPAL AMOUNT: $
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, and to pay, to the extent and from the sources
herein described, together with interest on the outstanding Principal Amount from the date
hereof, at the initial Interest Rate per annum identified above, subject to adjustment as provided
for herein, until the Principal Amount 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 2015
Ordinance (hereinafter defined) and the Agreement(hereinafter defined).
The initial Interest Rate per annum identified above (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
A-1
Non-Bank Qualified Rate, effective retroactively as of the date of the Loss of Bank-Qualified
Status.
The Non-Bank Qualified Rate, Taxable Rate and Tax-Exempt Rate, as applicable, do not
exceed the maximum rate permitted by law.
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
2015 Ordinance and the Agreement, particularly Article II, Section 2.01 of the Agreement.
Installments of unpaid principal and interest on this Note shall be payable in 119 substantially
equal payments, due and payable on each Interest Payment Date, commencing on [June 21],
2015, calculated using a 25-year amortization period, with the outstanding principal balance,
plus interest accrued and unpaid thereon, being due and payable on the Maturity Date. The
principal amortization schedule for this Note is attached hereto.
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 Tax-Exempt Capital Improvement Revenue and Refunding Note, Series 2015A. This Note
is being issued pursuant to the 2015 Ordinance (as defined in the Agreement) subject to the terms
and conditions of that certain 2015 Notes 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 2015 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, on a
parity with the City's $ Taxable Capital Improvement Revenue Note, Series 2015B
being issued contemporaneously with this Note (the "2015B Note") and outstanding from time to
time and with any Additional Obligations and Refunding Obligations hereafter issued and
outstanding under the Master Ordinance. 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
2015 Ordinance, as hereafter described.
To secure this Note, the City has irrevocably pledged the Pledged Funds under the 2015
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 2015 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 not established a Reserve Account for this Note.
A-2
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 2015 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
owners. Copies of the 2015 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 2015 Ordinance and the Agreement.
This Note is issued and the 2015 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 2015 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 2015
Ordinance or the Agreement, or to institute, appear in or defend any suit or other proceeding with
respect thereto, except as provided in the 2015 Ordinance or the Agreement.
Modifications or alterations of the 2015 Ordinance, or any ordinance supplemental
thereto, may be made only to the extent and in the circumstances permitted by the 2015
Ordinance and the Agreement.
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 2015 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 2015 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 2015 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 is 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. This Note may not be transferred without a contemporaneous transfer of the
2015B Note as more fully provided for in the Agreement.
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
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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
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: May , 2015
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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.
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AMORTIZATION SCHEDULE
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EXHIBIT A-2
FORM OF 2015B 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
TAXABLE CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2015B
No. RB-1
Interest Rate Maturity Date Dated Date
4.25% per annum [May 21], 2025 May ,
2015
REGISTERED OWNER: City National Bank of Florida
PRINCIPAL AMOUNT: $
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, and to pay, to the extent and from the sources
herein described, together with interest on the outstanding Principal Amount from the date
hereof, at the Interest Rate per annum identified above, until the Principal Amount 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 2015 Ordinance (hereinafter defined) and the Agreement
(hereinafter defined).
The interest rate per annum set forth above does not exceed the maximum rate permitted
by law.
The interest due on this Note shall be computed based on a 360 day year of twelve (12)
thirty (30) day months.
A-9
Payments of principal of and interest on this Note shall be made in accordance with the
2015 Ordinance and the Agreement, particularly Article II, Section 2.01 of the Agreement.
Installments of unpaid principal and interest on this Note shall be payable in 119 substantially
equal payments, due and payable on each Interest Payment Date, commencing on [June 21],
2015, calculated using a 25-year amortization period, with the outstanding principal balance,
plus interest accrued and unpaid thereon, being due and payable on the Maturity Date. The
principal amortization schedule for this Note is attached hereto.
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 Taxable Capital Improvement Revenue Note, Series 2015B. This Note is being issued
pursuant to the 2015 Ordinance (as defined in the Agreement) subject to the terms and conditions
of that certain 2015 Notes 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 2015
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, on a
parity with the City's $ Tax-Exempt Capital Improvement Revenue and Refunding
Note, Series 2015A being issued contemporaneously with this Note (the "2015A Note") and
outstanding from time to time and with any Additional Obligations and Refunding Obligations
hereafter issued and outstanding under the Master Ordinance. 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 2015 Ordinance, as hereafter described.
To secure this Note, the City has irrevocably pledged the Pledged Funds under the 2015
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 2015 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 not established a Reserve Account for 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 2015 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
owners. Copies of the 2015 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 2015 Ordinance and the Agreement.
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This Note is issued and the 2015 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 2015 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 2015
Ordinance or the Agreement, or to institute, appear in or defend any suit or other proceeding with
respect thereto, except as provided in the 2015 Ordinance or the Agreement.
Modifications or alterations of the 2015 Ordinance, or any ordinance supplemental
thereto, may be made only to the extent and in the circumstances permitted by the 2015
Ordinance and the Agreement.
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 2015 Ordinance until it shall have been authenticated by the
execution by the Registrar of the certificate of authentication endorsed hereon.
Notwithstanding anything to the contrary in the 2015 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 is 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. This Note may not be transferred without a contemporaneous transfer of the
2015A Note as more fully provided for in the Agreement.
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.
A-11
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
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: May , 2015
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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)
A-14
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-15
AMORTIZATION SCHEDULE
A-16
EXHIBIT B
FORM OF LENDER LETTER
City Commission
City of Opa-Locka, Florida
Re: 2015A Note and 2015B Note, each dated May _, 2015 (collectively, the
"2015 Notes") issued pursuant to the 2015 Notes Agreement dated May
2015 (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
2015 Notes.
1. We are engaged in the business of making loans such as the Loan evidenced by
the 2015 Notes or the business of entering into loan transactions evidenced by instruments
similar to the 2015 Notes.
2. We are purchasing the 2015 Notes from the City for our own account and not for
resale or other distribution to the public; we do not intend to syndicate the 2015 Notes or the
Loan evidenced thereby; and we are not acting as a broker or other intermediary in connection
with the 2015 Notes and the Loan evidenced thereby; provided, however, that the 2015 Notes
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 2015 Notes 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 2015 Notes 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 2015 Notes, and no
credit rating or credit enhancements will be obtained with respect to the 2015 Notes.
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
be capable of evaluating the merits and risks of the Loan evidenced by the 2015 Notes. We are a
bank as contemplated by Section 517.061(7), Florida Statutes. We are not funding the Loan
B-1
evidenced by the 2015 Notes 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 2015 Notes.
5. We acknowledge that the 2015 Notes 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 2015 Ordinance, and we
further acknowledge that no covenant, stipulation, obligation or agreement contained in any
documents related to the issuance of the 2015 Notes 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 2015 Notes 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 2015 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 2015 Notes 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 2015 Notes and the security therefor.
8. We have received all financial and other information regarding the City and the
2015 Notes that we have requested and which we consider relevant or necessary to make an
informed decision to make the Loan evidenced by the 2015 Notes. We have made our own
inquiry into the creditworthiness of the 2015 Notes 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 2015 Notes 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 day of May, 2015.
Yours very truly,
CITY NATIONAL BANK OF
FLORIDA, as Lender
B y:
Title:
B-2
EXHIBIT C
FORM OF DISCLOSURE AND TRUTH-IN-BONDING STATEMENT
DISCLOSURE AND TRUTH-IN-BONDING STATEMENT
City Commission
City of Opa-Locka, Florida
Re: 2015A Note and 2015B Note, each dated May _, 2015 (collectively, the
"2015 Notes") issued pursuant to the 2015 Notes Agreement dated May ,
2015 (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 2015 Notes, the Lender
has agreed to purchase the 2015 Notes. All capitalized terms not otherwise defined herein shall
have the meaning ascribed thereto in the Agreement or in the 2015 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 2015 Notes 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 2015 Notes
is set for below:
City National Bank of Florida (credit review fee): $ (2015A Note) and $
(2015B Note)
Weiss Serota Helfman Pastoriza Cole &Boniske, P.L., Bank's Counsel: $
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 2015 Notes.
(c) The underwriting spread to be paid by the City will be:
C-1
$0.00
(d) No other fee, bonus or other compensation is estimated to be paid by the
Lender in connection with the issuance of the 2015 Notes 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 2015
Notes for the purpose of providing funds, together with other legally available funds of
the City, to finance the Series 2015 Project.
(f) The 2015 Notes are expected to be repaid over a period of approximately
ten years, through maturity on [May 21], 2025 at a fixed rate per annum of 2.65% in the
case of the 2015A Note, subject to adjustment as provided in the Agreement and a fixed
rate per annum of 4.25% in the case of the 2015B Note. The total interest paid over the
life of the 2015 Notes will be approximately $
The source of repayment or security for the 2015 Notes is limited solely to the
Pledged Funds. The authorization of the debt or obligation represented by the 2015 Notes
will result in an average of 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 2015 Notes through the Maturity Date,
provided that the Tax-Exempt Rate per annum borne initially by the 2015A Note may be
adjusted upon a Determination of Taxability or Loss of Bank Qualified Status.
(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
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 day of May, 2015.
Yours very truly,
CITY NATIONAL BANK OF
FLORIDA, as Lender
By:
Title:
C-2
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
Re: 2015A Note and 2015B Note, each dated May _, 2015 (collectively, the "2015
Notes") issued pursuant to the 2015 Notes Agreement dated May , 2015 (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 2015 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,
are made and delivered this day of , 20 .
D-1
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
D-2
14ND I SUNDAY,MAY 3,2015 ND MiamiHerald.com I MIAMI HERALD
F'.
CITY OF OPA-LOCKA,FLORIDA
NOTICE TO THE PUBLIC
NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa-locka.Florida will hold public hearings at its Regular Commission Meeting on Wednesday.May 13,2015 at 7:00 p.m.in the.Auditorium at Sherbondy V■Ilage.215 President Barack
Ohara 1 Pereiz)Avenue.Opa-locka.Florida to consider the following items,
SECOND READING ORDINANCES/PUBLIC HEARING:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,TO IMPOSE A MORATORIUM ON NEW PAWN SHOP ESTABLISHMENTS ON A CITYWIDE BASIS FOR TIP TO TWELVE MONTHS:
PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR CODIFICATION;PROVIDING FOR SEVERABILITY:PROVIDING FOR AN EFFECTIVE DATE(first reading
held nn,Harsh I!,2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA AMENDING CHAPTER 14 OF THE CITY CODE REGARDING NOTICE OF NEED FOR ABATEMENT OF NUISANCES;PROVIDING
FOR INCORPORATION OF RECITALS:PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY AND CODIFICATION:PROVIDING FOR AN EFFECTIVE DATE(firs:reading held nn April 13,2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA REGARDING BUDGETING AND RESERVES;AMENDING ORDINANCE 03-05;REQUIRING THE ESTABLISHMENT OFA RESERVE
FUND BALANCE AND DIRECTING UNALLOCATED RESERVES TO BE USED TO REPLENISH SAME;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR
SEVERABILITY AND CODIFICATION;PROVIDING FOR AN EFFECTIVE DATE JIm reading held on April 13.2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LIICKA,FLORIDA AMENDING AND RESTATING ORDINANCE NO.1.3-40 ENACTED BY THE CITY COMMISSION OF THE CITY ON DECEMBER 11,2013
ENTITLED:
"AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA PROVIDING FOR THE ISSUANCE,IN ONE OR MORE SERIES,OF THE CITY'S CAPITAL IMPROVEMENT REVENUE OBLIGATIONS:
PROVIDING THAT SUCH OBLIGATIONS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION,OR A PLEDGE OF
THE CITY'S FULL FAITH AND CREDIT,BUT SHALL BE SECURED BY AND PAYABLE FROM PLEDGED FUNDS CONSISTING OF(I)THE PUBLIC SERVICE TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY
THE CITY OFA PUBLIC SERVICE TAX AND(II)THE COMMUNICATIONS SERVICES TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OFA COM'HI)NICATIONS SERVICES TAX;PROVIDING
FORTHE ISSUANCE OF THE FIRST SERIES OF SUCH OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HCNDREDTHOUSAND DOLLARS($8 500,0001.TO BE DESIGNATED
AS THE CITY OF OPA-LOCKA,FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2013,FOR THE PRINCIPAL PURPOSE OF PROVIDING FUNDS,TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO
FINANCETHE COST OF ACQUISITION OFA SITE WITHIN THE CITY ANDTHE ACQUISITION,CONSTRUCTION,IMPROVEMENT AND EQUIPPING OFA CITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON
SUCH SITE,ALL AS SHALL BE MORE FULLY SET FORTH IN A SERIES ORDINANCE;PROVIDING FOR THE ISSUANCE OF ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS UNDER CERTAIN CONDITIONS;
PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND ACCOUNTS:PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE.:';
PROVIDING FOR THE ISSUANCE,IN ONE OR MORE SERIES,OF THE CITY'S CAPITAL IMPROVEMENT REVENUE OBLIGATIONS:PROVIDING THAT SUCH OBLIGATIONS SHALL.NOT CONSTITUTE AN INDEBTEDNESS
OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION,OR A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT,BIT SHALT.BE SECURED BY AND PAYABLE
FROM PLEDGED FUNDS CONSISTING OF(1)THE PUBLIC SERVICE TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OF A PUBLIC SERVICE TAX AND II)THE COMMUNICATIONS
SERVICES TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OFA COMMUNICATIONS SERVIC'ESTAX;PROVIDING FOR THE ISSUANCE OF THE FIRST TWO SERIES OF SUCH OBLIGATIONS
IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS(S8,600,000),TO BE DESIGNATED AS THE CITY OF OPA-IOCKA,FLORIDA TAX-EXEMPT CAPITAL
IMPROVEMENT REVENUE AND REFUNDING NOTE,SERIES 20I5A AND TAXABLE CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2015B,RESPECTIVELY;PROVIDING FOR THE PROCEEDS OF THE 2015A NOTE.
TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS.TO BE USED TO(I)FINANCE A PORTION OF THE COSTS OF ACQUIRING AN OFFICE BUILDING AND RELATED SITE IN THE CITY,A PORTION OF WHICH
BUILDING WILL BE USED FOR CITY ADMINISTRATION AND A PORTION OF WHICH WILL BE LEASED TO THIRD PARTIES,(II)FINANCE CERTAIN COSTS OF RENOVATING AND EQUIPPING THE PORTION OF THE
OFFICE BUILDING TO BE USED FOR CITY ADMINISTRATION,(III)RETIRE THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2014 CURRENTLY OUTSTANDING IN THE PRINCIPAL.AMOUNT OF 564,000,
AND(IV)PAY CERTAIN COSTS OF ISSUANCE RELATING TO THE 20I5A NOTE,ALL AS SHALL BE MORE FULLY SET FORTH INA SERIES ORDINANCE;PROVIDING FOR THE PROCEEDS OF'IHE 20158 NOTE,TOGETHER
WITH OTHER LEGALLY AVAILABLE FINDS,TO BE USED TO(I)FINANCE THE BALANCE OF THE COSTS OF ACQUIRING SAID OFFICE BUILDING AND RELATED SITE IN THE CITY;(II)PAY CERTAIN MOVING COSTS
ASSOCIATED WITH RELOCATING THE CITY'S ADMINISTRATIVE FUNCTIONS TO THE OFFICE BUILDING;AND(III)PAY CERTAIN COSTS OF ISSUANCE OF THE 20I5B NOTE,ALL AS SHALL BE MORE FULLY SET
FORTH IN A SERIES ORDINANCE;PROVIDING FOR THE ISSUANCE OF ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS UNDER CERTAIN CONDITIONS;PROVIDING FOR THE CREATION OF CERTAIN
FUNDS AND ACCOUNTS;PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE(fret reading held an April 27.2015).
A SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA TO PROVIDE FOR THE ISSUANCE,PURSUANT TO AN ORDINANCE OF THE CITY ENACTED ON THE DATE:HEREOF.
OF OBLIGATIONS OF THE CITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS(S8,600,000),TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,
FLORIDA TAX-EXEMPT CAPITAL IMPROVEMENT REVENUE AND REFUNDING NOTE,SERIES 20I5A AND TAXABLE CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 20158,RESPECTIVELY;PROVIDING FOR THE
PROCEEDS OF THE 2015A NOTE,TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO BE USED TO(1)FINANCE A PORTION OF THE COSTS OF ACQUIRING AN OFFICE BUILDING AND RELATED SITE IN
THE CITY,A PORTION OF WHICH BUILDING WILL BE.USED FOR CITY ADMINISTRATION AND A PORTION OF WHICH WILL BE LEASED TO THIRD PARTIES,(II)FINANCE CERTAIN COSTS OF RENOVATING AND
EQUIPPING THE PORTION OF THE OFFICE BUILDING TO BE USED FOR CITY ADMINISTRATION,(III)RETIRE THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2014 CURRENTLY OUTSTANDING IN
THE PRINCIPAL AMOUNT OF$84,000,AND(IV)PAY CERTAIN COSTS OF ISSUANCE RELATING TO THE 2015A NOTE.ALL AS MORE FULLY SET FORTH HEREIN;PROVIDING FOR THE PROCEEDS OF THE 20156 NOTE,
TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO BE USED TO(I)FINANCE THE BALANCE OF THE COSTS OF ACQUIRING SAID OFFICE BUILDING AND RELATED SITE IN THE CITY;(II)PAY CERTAIN
MOVING COSTS ASSOCIATED WITH RELOCATING THE CITY'S ADMINISTRATIVE FUNCTIONS TO THE OFFICE BUILDING:AND(III)PAY CERTAIN COSTS OF ISSUANCE OF THE 2015B NOTE,PROVIDING FOR THE
TERMS AND PAYMENT OF SUCH 2015 NOTES,ALL AS MORE FULLY SET FORTH HEREIN;PROVIDING FOR THE RIGHTS,SECI:RITY AND REMEDIES OF THE LENDER WITH RESPECT TO THE 2015 NOTES;MAKING OR
PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;DESIGNATING THE CITY AS THE REGISTRAR AND PAYING:AGENT FOR THE 2015 NOTES:AUTHORIZING THE EXECUTION
AND DELIVERY OF AN AGREEMENT WITH THE LENDER TO SET FORTH MATTERS RELATING TO THE 2015 NOTES AS REQUIRED BY SUCH LENDER OR OTHERWISE NECESSARY AND APPROPRIATE,SU BJE CT TO
THE PARAMETERS SPECIFIED HEREIN;AUTHORIZING CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE,SALE AND DELIVERY OF THE 2015 NOTES;PROVIDING
FOR INCORPORATION OF RECITALS:PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE On!reading held on.4pri127.2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,AMENDING CITY ORDINANCE 86-8,THE LAND DEVELOPMENT('ODE,TO INCLUDE PLACES OF RELIGIOUS ASSEMBLY AS
A PERMITTED USE IN THE LIMITED INDUSTRIAL I-I DISTRICT ASA SPECIAL.EXEMPTION;PROVIDING FOR INCORPORATION OF RECITALS:PROVIDING FOR SEVERABILITY;PROVIDING FOR CONFLICT AND
REPEALER:PROVIDING FOR AN EFFECTIVE DATE Viers reading held na April 2',2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OFOPA-LOCKA,FLORIDA,AMENDING SECTION 2-316 OF THE CITY('ODE TO INCREASETHEAMOLNT THE CITY MANAGER MAY SPEND FOR PURCHASING
SUPPLIES FROM TEN THOUSAND DOLLARS(510.000.00)TO TWENTY-FIVE THOUSAND DOLLARS(525.000.00)WITHOI:T CITY COMMISSION APPROVAL:PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING
FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY AND CODIFICATION;PROVIDING FOR AN EFFECTIVE DATE(fire,reading held on April 27.2015).
RESOLUTIONS/PUBLIC HEARING:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA.FLORIDA,TO APPROVE THE REQUEST OF AI,I.FLORIDA LAND CLEANING,INC.,A FLORIDA CORPORATION.FOR FINAL SITE PLAN
:APPROVAL TO CONSTRUCT AN OFFICE AND MAINTENANCE FACILITY AT 3805 NW 132"r STREET,OPA-L.00K.A,FLORIDA,DESCRI BED AS FOLIO NO.08-2129-010-0090;PROVIDING FOR INCORPORATION OF RECITALS:
PROVIDING FOR AN EFFECTIVE DATE.
A RESOLUTION OFTHE CITY COMMISSIONOFTHE CITY OFOPA-LOCKA,FLORIDA,TOAPPROV'E A DEVELOPMENT AGREEMENT BETW EENAI.-L FLORIDA LANDCLEANING,INC.,A FLORIDA CORPORATION("AEI.('`)
AND THE CITY OF OPA-LOCKA,FLORIDA,FOR THE LAND LOCATED AT 38115 NW I32""STREET,IN THE CITY OF OPA-LOC'KA,FLORIDA.FOLIO NUMBER 08-2129-010-0090,FOR THE PURPOSE OF CONSTRUCTING
OFFICE BUILDING,MAINTENANCE BUILDING AND PARKING AREA;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR AN EFFECTIVE DATE.
Additional information on the above items may he obtained It rite Office of the City Clerk.3400 NW 159''Street.Bldg.B,Opa-I icka.Florida.All interested persons are encouraged to attend this meeting and will be heard with respect to the public hearings.
PURSUANT TO FS 286.0100:.1nt r r It /'c ,nr appeal am•d,-i;r 'nude 10.010.hoard.agen rrmn itl nvect 0J any:natter rr,nurl<retl al,nrh oneeling 0r 10,000g o il)need mu Ire 0,1(0"the pnr„rdiag.ae:)y:r that western.r ■11:-:1 t„
:mare than n verhatirn a eard 01 prOCeeding.V IV tad, which record un hnlre the(I'VliMOI,WO 0,001,ri/co 010ch the app.I roay be Lased
JOANNA FLORES,(TIC
CITY CLERK