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Home My WebLink AboutSubmittal-Law-Sunshine State LoansSANDERS April 22, 2014 Victoria Mendez City Attorney Robin Jones Jackson Senior Assistant City Attorney City of Miami, Office of the City Attorney Miami, Florida 33130 United States of America Dear • • Eq Squire Sanders (US) LLP One Tampa City Center 201 N. Franklin Street, Suite 2100 Tampa, Florida 33602 • •1 Alexandra M. MacLennan s , , THE PUBLIC RECORD FOR iTEM on ON Li . You have asked that we confirm the information contained in my email to you on March 10, 2014, concerning the allocation of unspent proceeds of the City's 2007, 2008 and 2009 Sunshine State loans (collectively, the "Sunshine State Loans"). In that regard you have provided to us the proposed City legislation (your agenda File Number 14-00218) in which the City authorizes the reallocation of expenditures made to pay interest in the City's Special Obligation Non -Ad -Valorem Revenue Refunding Bonds, Series 2011-A (the "Series 2011A Bonds"). In effect, this City legislation allocates a portion of the unspent proceeds of the Sunshine State Loans to interest payments made with respect to the Series 2011-A Bonds in fiscal years 2012, 2013 and 2014, which interest payments were originally paid from general funds of the City. Additionally, the City legislation authorizes the redeployment of general funds used to make interest payments in fiscal years 2012, 2013 and 2014 to other projects contained in the City's capital improvement project. Additionally, the City legislation provides that all remaining original proceeds of the Sunshine State Loans and all unspent investment earnings on such proceeds through the date of expenditure (collectively, the "Remaining Proceeds'') will be budgeted and applied to the debt service interest payments on the Series 1 Bonds on or before February! •y expending all unspent We understand that the City reasonably expected on the respective dates of issuance of the Sunshine State Loans and the Series 2011-A Bonds to spend all of the unexpended proceeds 39 Squire Sanders (US) LLP is part of the international legal practice Squire Sanders which operates worldwide through a number of separate legal entities. Please visit squiresanders.com for more information. - 0021 SuRNAFFTA L 5-40,-kt L 0 cA In 5 it 2a5vnsinoar 5 i Squire Sanders (US) LLP Victoria Mendez Robin Jones Jackson April 22, 2014 of the Sunshine State Loans within the applicable time frames set forth in the applicable federal income tax regulations. As the City has been unable to apply the unspent proceeds of the Sunshine State Loans to capital projects to date and the amount of interest on the Series 2011- A Bonds accruing through February 1, 2014 is Tess than the amount of unexpended proceeds, in order to expend the proceeds as expeditiously as feasible, we agree that the proposed action as detailed in the City legislation is permitted under applicable federal income tax regulations. As a matter of ongoing federal tax compliance, we advise you that the City should, out of an abundance of caution, make a deemed federal tax allocation of the Remaining Proceeds to appropriate capital expenditures pursuant to Treasury Regulations Section 1.148-6(d)(1) and a final federal arbitrage rebate report as soon as possible and, in any event, by May 23, 2014. We will provide you with the appropriate documentation for such deemed allocation. Please let us know if you have any further questions or if we can be of further assistance. Yours sincerely Alexandra MacLennan cc: Todd Cooper, Esq. SUBMiTTED INTO THE rUBLIc RECORD FOR _ON LINN 2 284886/2/ TAMPA Jackson, Robin Jones From: Jackson, Robin Jones Sent: Monday, March 10, 2014 6:01 PM To: 'MacLennan, Alexandra M.'; 'tcooper@ssd.com'; Alfonso, Daniel J.; Bravo, Alice; Cabrera, Luis; Fernandez, Jose M.; Rose, Christopher; Spanioli, Mark; Augustin, Miguel; Eisenhart, Maria; Paschal, Erica; Artiles, Marisol; McGinnis, Lai -Wan; Wempe, Lawrence; Queen, Michelle; Michel, Leon; Smith, Yvette; De Crumpe, Edwige; Rodriguez, Jeovanny; Wilson, Cecelia; JoLinda Herring; 'Ken Artin'; 'Bob Reid'; Mendez, Victoria; Min, Barnaby; Greco, John A.; Suarez -Rivas, Rafael; Wysong, George; Bittner, Warren; Hunnefeld, Henry; Diaz, Veronica; Dombrowski, Brian A. Cc: Mickens, Tania; Wilson, Cecelia; Legislative Division; Agenda Office Subject: FW: 14-673: Unspent Sunshine State Proceeds / Legislation - March 27th Agenda Thank you, Sandy and Todd. Note to All: I am forwarding opinion of Bond Counsel (below) to City Manager, Deputy City Manager, Assistant City Manager, Directors and Staffs of Finance, Budge, Capital Improvements, Disclosure Counsel, Agenda, Legislative Division, City Attorney, Deputies, Chiefs, Deputy Emeritus, SACAs and ACAs, in connection with the proposed legislation from Finance, which I will forward next by separate email. Please note that a related March 27`h agenda item for amending the Capital Projects Appropriations is being circulated by CIP; that required separate CIP legislative process is specifically referenced in the Finance legislation. Thanks again All for your continued thoughtful assistance with these matters. Robin Jones Jackson, Assistant City Attorney �,-, City of Miami Office of the City Attorney Le 5� Telephone: 305-416-1853 `41 ' Facsimile: 305-416-1801 rliackson@miamigov.com Assistant: Tania Mickens 305-416-1820 Disclaimer: This e-mail is intended only for the individual(s) or entity(s) named within the message. This e-mail might contain legally privileged and confidential information. If you properly received this e-mail as a client or retained expert, please hold it in confidence to protect the attorney - client or work product privileges. Should the intended recipient forward or disclose this message to another person or party, that action could constitute a waiver of the attorney -client privilege. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited by the sender and to do so might constitute a violation of the Electronic Communications Privacy Act, 18 U.S.C. section 2510-2521. If this communication was received in error we apologize for the intrusion. Please notify us by reply e-mail and delete the original message. Nothing in this e-mail message shall, in and of itself, create an attorney -client relationship with the sender. Please consider the environment before printing this e-mail. From: MacLennan, Alexandra M. [mailto:Sandy.MacLennan@squiresanders.com] Sent: Monday, March 10, 2014 1:00 PM To: Jackson, Robin Jones Cc: Cooper, Todd L. M ? Subject: RE: 14-673: Unspent Sunshine State Proceeds / Legislation Robin: 1 'r M'r rrq ar— I rk3 *✓ II rUUC RECORD FOR r/ E' I l r I f Based upon our review of the proposed City legislation regarding the unspent proceeds of the 2007, 2008 and 2009 Sunshine State loans (collectively, the "Sunshine State Loans"), we understand that, among other options available to the City, the proposed plan is to allocate the remaining original proceeds of the Sunshine State Loans to debt service interest payments made on February 1 in the years 2012, 2013 and 2014 for the City's Special Obligation Non -Ad - Valorem Revenue Refunding Bonds, Series 2011-A (the "Series 2011A Bonds") which refunded the prior Sunshine State Loans, which debt service interest payments were previously made from general fund revenues of the City. Additionally, all remaining original proceeds of the Sunshine State Loans and all unspent investment earnings on such proceeds through the date of expenditure (as proposed, February 1, 2015) will be budgeted and applied to the debt service interest payment on the Series 2011A Bonds on February 1, 2015, thereby expending all unspent proceeds and investment earnings on such date. We also understand that the City reasonably expected on the respective dates of issuance of the Sunshine State Loans, to spend all of the proceeds of the Sunshine State Loans within the applicable time frames set forth in the applicable federal income tax regulations. As the City has been unable to apply the unspent proceeds of the Sunshine State Loans to capital projects to date and in order to expend the proceeds as expeditiously as feasible, we agree that the proposed action is permitted under applicable federal income tax regulations. Let me know if you have any further questions. Sandy MacLennan Alexandra M. MacLennan Partner sandy.macLennan@squiresanders.com T +1 813 202 1353 0 +1 813 202 1300 F +1 813 202 1313 M +1 904 591 7531 Squire Sanders (US) LLP One Tampa City Center 201 N. Franklin Street, Suite 2100 Tampa, Florida 33602 www.squiresanders.com 1": �Ihl 1114 I v/ Y -1P M !. D FOR 1- / IRS Circular 230 Notice: To comply with U.S. Treasury regulations, we advise you that any U.S. federal tax advice included in this communication is not intended or written to be used, and cannot be used, to avoid any U.S. federal tax penalties or to promote, market, or recommend to another party any transaction or matter. 39 offices in 19 countries This message is confidential and may be legally privileged or otherwise protected from disclosure. If you are not the intended recipient, please telephone or email the sender and delete this message and any attachment from your system; you must not copy or disclose the contents of this message or any attachment to any other person. Squire Sanders (US) LLP is part of the international legal practice Squire Sanders which operates worldwide through a number of separate legal entities. Please visit www.squiresanders.com for more information. 2