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Ord. No. 25-06-1893ORDINANCE NO. 25-06-1893 AN ORDINANCE OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE NEGOTIATION OF A LOAN IN AN AGGREGATE AMOUNT NOT TO EXCEED $6,000,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE ACQUISITION, CONSTRUCTION AND ERECTION OF CERTAIN CAPITAL PROJECTS; APPROVING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; APPROVING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKING OF SUCH LOAN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units (the "Members ") have created the Florida Municipal Loan Council (the "Council') pursuant to a certain Interlocal Agreement and pursuant to Chapter 163, Part I, Florida Statutes, for the purpose of issuing its bonds to make loans to participating governmental units for qualified projects; and WHEREAS, the City of South Miami, Florida, a municipal corporation, is duly created and existing pursuant to the Constitution and laws of the State of Florida (the "State "); and WHEREAS, the City of South Miami finds and declares that there is a substantial need for the financing or refinancing of qualifying projects permitted by Florida Statutes and the State Constitution; and WHEREAS, the City of South Miami possesses the ability to finance such projects on its own, but has determined that a pooled financing program involving a limited number of local governmental units which regularly undertake projects requiring significant debt financing within the State of Florida would provide for low cost financing or refinancing of such projects through economies of scale, administrative support and access to expertise in accessing the capital markets; and WHEREAS, it is anticipated that the benefits of a pooled financing by the City of South Miami with a limited number of governmental units through the Florida Municipal Loan Council may be obtained through promises to repay loans under the program and supported by a general covenant to budget and appropriate for such purpose, by a specific pledge of taxes or revenues or by a general obligation; and Additions shown by underlining and deletions shown by. WHEREAS, by pooling the respective financial needs of these certain various local governmental units, the City of South Miami will be able to access additional markets and expects to receive the benefits of lower interest rates on more favorable terms associated with such a large scale financing with such benefits being obtained for and inuring to the City of South Miami; and WHEREAS, the Council is in the process of issuing its Florida Municipal Loan Council Revenue Bonds, Series 2006A (such series may have such other designation as determined by the Council) (the "Bonds ") and is seeking to make loans (the "Loans ") to governmental units; and WHEREAS, it is hereby determined that a need exists to borrow funds to finance the cost of the construction of the South Miami Municipal Parking Garage (the "Project ") more particularly described in Exhibit A ; and WHEREAS, it is determined to be in the best interest of the City of South Miami to borrow funds from the Council from the proceeds of the Bonds to finance the cost of the Project. NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: SECTION 1. AUTHORITY. This Ordinance is adopted pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. PROJECT. The financing of the construction and erection of the Project is hereby approved. SECTION 3. NEGOTIATED LOAN. Due to the complicated nature ofthe financing and the ability of the Council to access additional markets and for the City of South Miami to receive the benefits of lower interest rates and issuance costs, it is hereby determined that it is in the best interest of the City of South Miami that the Loan to the City of South Miami be made from the proceeds of the Bonds, as opposed to the City of South Miami borrowing funds pursuant to a public sale. SECTION 4. LOAN AMOUNT. The amount of the Loan of the City of South Miami evidenced by the Loan Agreement shall not exceed $6,000,000. Such Loan shall be made at a discount which shall include a pro -rata portion of costs of issuance incurred by the Council together with a pro -rata portion of a reserve fund surety cost and the League of Cities administrative fees and other ongoing costs and shall bear interest and shall be repayable according to the terms and conditions set forth in the Loan Agreement authorized pursuant to Section 5 hereof with such changes, insertions and omissions as may be approved by the Mayor and the City Manager. The redemption provisions, if any, relating to such Loan shall be as provided in the Loan Agreement. SECTION 5. AUTHORIZED OFFICERS. The Mayor and the City Manager or any other appropriate officers of the City of South Miami are hereby authorized and directed to execute and Additions shown by underlining and deletions shown by. deliver a Loan Agreement to evidence the Loan, to be entered into by and between the City of South Miami and the Council in substantially the form attached hereto as Exhibit B with such changes, insertions and omissions as may be approved by the Mayor and City Manager, the execution thereof being conclusive evidence of such approval. Further, the Mayor and the City Manager or any other appropriate officers of the City of South Miami are hereby authorized and directed to execute and deliver a Continuing Disclosure Agreement concerning compliance with existing or proposed rules of the Securities and Exchange Commission concerning continuing disclosure by the City of South Miami,, to be entered into by and between the Underwriter, the City of South Miami and the Council in substantially the form attached hereto as Exhibit C with such changes, insertions and omissions as may be approved by the Mayor and City Manager, the execution thereof being conclusive evidence of such approval. SECTION 6. RATES. The Finance Director or the Mayor is hereby authorized to approve the final rates of interest on the Bonds, and the redemption provisions thereof, if any, on behalf of the City of South Miami. The Finance Director, the Mayor, or any other appropriate officers of the City of South Miami is hereby authorized and directed to execute and deliver a Bond Purchase Contract, to be entered into by and between the Underwriter, the City of South Miami and the Council in substantially the form attached hereto as Exhibit D with such changes, insertions and omissions as may be approved by the Finance Director or the Mayor, the execution thereof being conclusive evidence of such approval. SECTION 7. INDENTURE. The City of South Miami hereby acknowledges and consents to the Bonds being issued pursuant to a Trust Indenture (the "Indenture ") to be executed by the Council and a bank or trust company to be selected by the Council, as Trustee. SECTION 8. OTHER INSTRUMENTS. The Mayor, the Finance Director, the City Manager or any other appropriate officers of the City of South Miami are hereby authorized and directed to execute any and all certifications or other instruments or documents required by this Resolution, the Loan Agreement, the Trust Indenture or any other document required by the Council as a prerequisite or precondition to making the Loan (including but not limited to the execution of all tax documents relating to the tax exempt status of the Loan), and any such representations and agreements made therein shall be deemed to be made on behalf of the City of South Miami. All action taken to date by the officers of the City of South Miami in furtherance of the issuance of the Bonds and the making of the Loan is hereby approved, confirmed and ratified. SECTION 9. ADDITIONAL INFORMATION. The Loan Agreement shall not be executed and delivered unless and until the City of South Miami has received all information required by Section 218.385, Florida Statutes. SECTION 10. ADDITIONAL TERMS. Pursuantto subsequent ordinance or resolution, Additions shown by underlining and deletions shown by off. the City of South Miami may establish such additional terms as it may so determine to be in the best interests of the City of South Miami. SECTION 11. ORDINANCES IN CONFLICT All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed. SECTION 12. EFFECTIVE DATE. This Ordinance shall take effect immediately upon approval. PASSED AND ADOPTED this 28t° day of November, 2006. ATTEST: 4CICLEtP 1St Reading — 10/17/06 2 °d Reading — 11/28/06 m Xag'in Gallop Figueredo, P.A. Office of City Attorney MAYOR COMMISSION VOTE: 4 -0 Mayor Feliu: Yea Vice Mayor Wiscombe: absent Commissioner Birts: Yea Commissioner Palmer: Yea Commissioner Beckman: Yea Additions shown by underlining and deletions shown by oveEstriking. EXHIBIT A PROJECT Construction of a City -owned parking garage consisting of approximately 24,500 square feet of retail space and 380 parking spaces to be used for public parking. EXHIBIT B FORM OF LOAN AGREEMENT EXHIBIT C FORM OF CONTINUING DISCLOSURE AGREEMENT WTHIINOWNWO FORM OF BOND PURCHASE CONTRACT CITY OF SOUTH MIAMh L ®� INTER - OFFICE MEMORANDUM To: Mayor and City Commission.' Date: October 17, 2006 Yvonne Mckinley, City Mgr.: From: Luis Figueredo, City Attorney Re: Ordinance authorizing application for FMLC loan Subject: An Ordinance authorizing the City Manager and City Attorney to apply for, negotiate the terms and conditions and close on a permanent loan not to exceed $6,000,000 from the Florida Municipal Loan Council (FMLC). Discussion: On February 1, 2005 the City Commission authorized additional project financing of 2.5 million dollars for the South Miami Municipal Garage. The total project financing approved by the City is 11 million dollars. However; for the reasons stated below, the actual project costs will approach 12 -12.5 million dollars to complete the project. To date, the city has borrowed 6.5 million dollars. Approximately $ 1,708,288 of the funds that were supposed to be used for construction costs have been used to repay the loan. At the time that the city developed a budget for the project, staff did not take into account approximately 4 years of delays. It was anticipated at that time that after ape pd of 12 -18 months, parking, ticket and rental revenues generated from the garage would be utilized to repay the loan. Instead the loan proceeds have continued to be used to make the principal and interest payments. As a result, a significant portion of those funds need to be re- borrowed. Secondly, construction costs have dramatically increased. Additionally, staff proposes to borrow an additional $300,000 dollars to offset the loss of parking and ticket revenues during construction and to cover the City's share of the loan repayment during that period . Staff is therefore requesting authorization to borrow up to $1.5 million dollars above the amount currently authorized by the City Commission. Pursuant to the Settlement Agreement MRP is responsible for the repayment of the loan less the city's share. Under the settlement agreement, the City is only responsible for the repayment of one million dollars ($1,000,000) in project costs and $78,847 in soft costs. If the City authorizes staff to borrow additional monies to offset the loss of parking and ticket revenues, the city's repayment obligation as provided for in the settlement agreement will equal $1,300,000 or $1,370,000 depending on whether the city elects to amortize the soft FMLC loan memorandum to Mayor and City Commission cc: Yvonne Mckinley, City Manager October 17, 2006 Page 2 of 2 costs. MRP will be responsible for the repayment of the remainder of the loan with the exception that closing costs associated with obtaining the financing will be paid for by both the City and MRP. Accordingly, the increase in project related costs should not increase the city's actual share of the annual principal and interest payments. Recommendation: Approve the ordinance authorizing the City Manager and City Attorney to apply for and negotiate a loan not to exceed six million dollars to fund the total project costs required to complete the municipal parking facility. Bryant ® Miller ® Olive ATTORNEYS AT LAW September 29, 2006 Adriana Hussein Finance Director City of South Miami 6130 Sunset Drive South Miami,. Florida 33143 RE: Proposed issuance of the Florida Municipal Loan Council Revenue Bonds, Series 2006A - Loan to City of South Miami, Florida Dear Ms. Hussein: The purpose of this letter is to advise you of -our fee estimate and to describe the services we will perform as bond counsel to the Florida Municipal Loan Council (the "Issuer ") in connection with the issuance of the above - referenced bonds (the "Bonds "). We understand that the Bonds are being issued for the purpose of financing and refinancing various capital projects (the "Project"), and that the Bonds will be limited obligations of the Issuer payable solely from the loan payments received from the various borrowers in the program, including the City of South Miami, Florida (the "Borrower "). We understand that the Borrower intends to secure its loan by a covenant to budget and appropriate. We further understand that the Bonds will be purchased by Banc of America Securities LLC (the "Underwriter ") in the month of December, 2006. SCOPE OF ENGAGEMENT In this transaction, we expect to perform the following, duties: (1) Subject to the completion of proceedings to our satisfaction, render our legal opinion (the "Bond Opinion ") regarding the validity and binding effect of the Bonds, the source of payment and security for the Bonds, and the excludability of interest on the Bonds from gross income for federal income tax purposes. (2) Draft the basic agreements governing the issuance of the Bonds and the loan of bond proceeds to the Borrower. (3) Prepare and review other documents necessary or appropriate to the authorization, issuance and delivery of the Bonds, coordinate the authorization and execution of documents, and review and, where appropriate, draft enabling legislation. Adriana Hussein September 29, 2006 Page 2 (4) Prepare the Issuer's declaration of official intent, if any, to reimburse Project costs paid by the Borrower prior to the issuance of the Bonds. (5) Assist the Issuer in seeking from other governmental authorities such approvals, permissions and exemptions as we determine are necessary or appropriate in connection with the authorization, issuance, sale and delivery of the Bonds, except that we will not be responsible for any required blue sky filings. We understand, however, that Borrower's counsel will be responsible for obtaining all approvals and permits relating to the construction and operation of the Project. (6) Review legal issues relating to the structure of the Bond issue. (7 Assist the Issuer and the Borrower in presenting information relating to the structure and legality of the Bonds to bond rating organizations "and providers of credit enhancement. (8) Serve as the Issuer's closing agent in connection with the closing of the Borrower's Our Bond Opinion will be addressed to the Issuer and the Borrower and will be delivered by us on the date the Bonds are exchanged for their purchase price (the "Closing "). The Bond Opinion will be based on facts and law existing as of its date. In rendering our Bond Opinion, we will rely on the certified proceedings and other certifications of public officials, officers of the Borrower and other persons furnished to us without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer and the Borrower with applicable laws relating to the Bonds. During the course of this engagement, we rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Project, the Bonds and the security for the Bonds. Among other things, we will require the Borrower to execute a certificate of fact relating to the Project and the use of Bond proceeds. Our duties in this engagement are limited to those expressly set forth above. Among other things, our duties do not include: (a) Assisting in the preparation or review of an official statement, if any, or any other disclosure document with respect to the Bonds, or performing an independent investigation to determine the accuracy, completeness or sufficiency of any such document or rendering advice that the official statement or other disclosure document does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Adriana Hussein September 29, 2006 Page 3 (b) Preparing requests for tax rulings from the Internal Revenue Service. (c) Preparing blue sky or investment surveys with respect to the Bonds. (d) Except as described in paragraph (3) above, drafting state constitutional or legislative amendments. (e) Pursuing test cases or other litigation, such as contested validation proceedings, except as set forth above. (f) Making an investigation or expressing any view as to the creditworthiness of the Borrower, any credit enhancement provider, or the Bonds. (g) Assisting in the preparation of, or opining on, a continuing disclosure undertaking pertaining to the Bonds or, after Closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking. (h) Representing the Issuer in Internal Revenue Service examinations or inquiries, or Securities and Exchange Commission investigations. (i) After Closing, providing continuing advice to the Issuer, the Borrower or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the Bonds.) 0) Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. ATTORNEY - CLIENT RELATIONSHIP In this transaction, the Issuer will be our client and an attorney - client relationship will exist between the Issuer and us. We assume that you and other parties to the transaction will retain such counsel as you deem necessary and appropriate to represent your interests in this transaction. In performing our services as bond counsel, we will represent the interests of the Issuer exclusively. We will not be representing you or any other party and will not be acting as an intermediary among the parties. Our representation of the Issuer will not affect, however, our responsibility to render an objective Bond Opinion. Adriana Hussein September 29, 2006 Page 4 FEES The responsibility for payment of our fee, which will be $1.25/bond, will be divided among the Borrowers on a pro -rata basis and paid from the Cost of Issuance Fund. Our fee is based upon: (i) our current understanding of the terms, structure, size and schedule of the financing represented by the Bonds; (ii) the duties we will undertake pursuant to our engagement letter with the Issuer and as described in this letter; (iii) the time we anticipate devoting to the financing in connection therewith; and (iv) the responsibilities we will assume. Our fee may vary: (a) if the principal amount of Bonds actually issued. differs significantly from the amount stated above; (b) if material changes in the structure or schedule of the financing occur; or (c) if unusual or unforeseen circumstances arise which require a significant increase in our time or responsibility. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will advise the Issuer and you. In addition, we will be reimbursed for all client charges made or incurred in connection with the Bond issue. Such costs generally include travel costs, photocopying, document printing, deliveries, long distance telephone charges, telecopier charges, filing fees, computer - assisted research and other expenses. Our fee is usually paid at the Closing, and we customarily do not submit any statement until the Closing unless there is a substantial delay in completing the financing. Detailed supporting documentation is available upon request for statement billings. If the financing is not consummated, we understand and agree that we will not be paid, however, we expect that all reasonable out -of- pocket expenses are subject to reimbursement. [Remainder of page left intentionally blank.] Adriana Hussein September 29, 2006 Page 5 If the foregoing terms are acceptable to you, please so indicate by returning the enclosed copy of this engagement letter dated and signed by an authorizedofficer, retaining the original for your files. We look forward to working with you. BRYANT MILLER OLIVE P.A. By: Attorney Accepted and Approved: CITY OF SOUTH MIAMI, FLORIDA By: _ Title: Date: cc: Florida Municipal Loan Council CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated as of December 1, 2006 (the "Continuing Disclosure Agreement ") is executed and delivered by City of South Miami, a Florida municipal corporation ( "Borrower "), and by Florida League of Cities, Inc., a Florida corporation not - for - profit, as Dissemination Agent (the "Dissemination Agent ") hereunder. Additional capitalized terms used herein shall have the meanings ascribed thereto in Section 2 hereof. SECTION 1. Nature of Undertaking. This Continuing Disclosure Agreement constitutes an undertaking by the Borrower under paragraph (b)(5) of the Rule to provide Financial Information and notice of the occurrence of certain events with respect to the Bonds, as provided in paragraph (b)(5)(i)(C) of the Rule, and otherwise to assist the Participating Underwriter in complying with paragraph (b)(5) of the Rule with respect to the Offering of the Bonds. Among other things, the Borrower is hereby undertaking (i) to disseminate an Annual Report not later than 270 days after the end of each Fiscal Year of the Borrower in accordance with Section 4 hereof, which contains Financial Information with respect to the Borrower, (ii) if an Annual Report does not contain the Audited Financial Statements, to disseminate the Audited Financial Statements in accordance with Section 4 hereof as soon as practicable after they shall have been approved by the Governing Body, (iii) to provide notice in a timely manner, in accordance with Section 6 hereof, of the occurrence of any of the Listed. Events related to the Borrower and (iv) to provide notice in a timely manner, in accordance with Section 4(e) hereof, of any failure to disseminate an Annual Report in accordance with the preceding clause (i) of this sentence. SECTION 2. Dei"mitions. In addition to the definitions set forth above and in the herein- defined Indenture, which shall apply to any capitalized terms used herein, the following capitalized terms shall have the following meanings, unless otherwise defined therein: "Annual Report" means a document or set of documents which (a) identifies the Borrower; (b) contains (or includes by reference to documents which were provided to each Repository or filed with the SEC or, if by reference to the Final Official Statement, filed with the MSRB prior to the date that the Annual Report containing such reference is provided to the DisseminationAgent in accordance with Section hereof): (i) Financial Information and Operating Data for the Borrower; (ii) Audited Financial Statements if such Audited Financial Statements shall have been approved by the Governing Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance with Section 4 hereof; and (iii) Unaudited Financial Statements if the Audited Financial Statements shall not have been approved by the Governing Body at the time the Annual Report is required to be provided to the Dissemination Agent in accordance with Section 4 hereof; (c) in the event that the Borrower delivers a Continuing Disclosure Certificate to the Dissemination Agent pursuant to Section 5(b) hereof, contains (in the case of the Annual Report disseminated on or immediately after the date such Continuing Disclosure Certificate is so delivered) a narrative explanation of the reasons for the changes in Financial Information and /or Operating Data set forth in such Continuing Disclosure Certificate and the effect of the changes on the types of Financial Information and /or Operating Data being provided in such Annual Report; and (d) in the event that the Borrower authorizes a change in the accounting principles by which its Audited Financial Statements are prepared, contains (in the case of the Annual Report disseminated on or immediately after the date of such change) (1) a comparison between the Financial Information prepared on the basis of the new accounting principles which is contained in such Annual Report and the Financial Information prepared on the basis of the former accounting principles which was contained in the previous Annual Report disseminated immediately prior to such Annual Report and (2) a discussion of the differences between such accounting principles and the effect of such change on the presentation of the Financial Information being provided in such Annual Report. "Annual Report Certificate" means an Annual Report Certificate in the form attached hereto as Exhibit A. "Annual Report Date" means the date which is 270 days after the end of a Fiscal Year. "Audited Financial Statements" means the financial statements of the Borrower which have been examined by independent certified public accountants in accordance with generally accepted auditing standards. "Bondholder" means (i) the registered owner of a Bond and (ii) the beneficial owner of a Bond, as the term beneficial owner is used in any agreement with a securities depository for the Bonds and as the term may be modified by an interpretation by the SEC of paragraph (b)(5) of the Rule. "Bonds" means the $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 1110, "Continuing Disclosure Agreement" mearis this Continuing Disclosure Agreement, as the same may be supplemented and amended pursuant to Section 8 hereof. "Continuing Disclosure Certificate" means a Continuing Disclosure Certificate in the form attached hereto as Exhibit B delivered by the Borrower to the Dissemination Agent pursuant to Section 5 hereof. "Dissemination Agent" means Florida League of Cities, Inc., acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent which is appointed pursuant to Section 3 hereof or to which the responsibilities of Dissemination Agent under this Continuing Disclosure Agreement shall have been assigned in accordance with Section 9 hereof. "Event Notice" means notice of the occurrence of a Listed Event. "Final Official Statement" means the Final Official Statement prepared in connection with the Offering of the Bonds. "Financial Information" means financial information related to the Borrower of the types identified in the Continuing Disclosure Certificate most recently delivered by the Borrower to the Dissemination Agent in accordance with Section 5 hereof. The Financial Information (i) shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such -2- Financial Information, and (ii) shall be prepared on the basis of the Audited Financial Statements to be provided to the Dissemination Agent concurrently with the Annual Report, provided that, if the Audited Financial Statements are to be provided to the Dissemination Agent subsequent to the date that the Annual Report is' provided to the Dissemination Agent, such Financial Information may be prepared on the basis of the Unaudited Financial Statements. "Governing Body" shall mean the governing body of the Borrower which shall approve the Audited Financial Statements. "Indenture" means the Trust Indenture dated of even date herewith by and between Florida Municipal Loan Council, as Issuer, and the Trustee thereunder. "Insurer" means MBIA Insurance Corporation. "Issuer" means Florida Municipal Loan Council. "Loan Agreement" means the Loan Agreement dated of even date herewith, between the Issuer and the Borrower. "Listed Events" means any of the events which are set forth in Section 6 hereof. "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means, as of the date of determination, any Nationally Recognized Municipal Securities Information Repository for purposes of paragraph (b)(5) of the Rule. "Offering" means the primary offering of the Bonds for sale by the Participating Underwriter. "Operating Data" means operating data of the types identified in the Continuing Disclosure Certificate most recently delivered by the Borrower to the Dissemination Agent in accordance with Section 5 hereof. The Operating Data shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such Operating Data. "Participating Underwriter" means Banc of America Securities LLC. "Rating Agencies" means Fitch, Inc. and Standard & Poor's Ratings Services. "Repository" or "Repositories" means the NRMSIRs and the SIDS, either individually or collectively, as the context requires. "Rule" means Rule 15c2 -12 adopted by the SEC under the Securities Exchange Act of 1934, as amended, as the Rule may be amended from time to time, or any successor provision thereto. -3- "SEC" means the Securities and Exchange Commission. "STD" means, as of the date of determination, any public or private repositories or entities which are designated by the State of Florida as state information depositories for purposes of paragraph (b)(5) of the Rule and recognized as such by the SEC. "Trustee" means the entity serving as trustee under the Indenture "Unaudited Financial Statements" means unaudited financial statements of the Borrower for any Fiscal Year which have been prepared on a basis substantially consistent with the Audited Financial Statements to be subsequently prepared for such Fiscal Year. The Unaudited Financial Statements for any Fiscal Year shall be prepared on a comparative basis with the Audited Financial Statements prepared for the preceding Fiscal Year. SECTION 3. ' Appointment of Dissemination Agent Obligations of Borrower Respecting Undertaking. (a) The Borrower hereby appoints Florida League of Cities, Inc. to act as the initial Dissemination Agent hereunder. Florida League of Cities, Inc. hereby accepts such appointment. The Borrower may, from time to time, appoint a successor Dissemination Agent or discharge any then acting Dissemination Agent, with or without cause. If at any time there shall be no Dissemination Agent appointed and acting hereunder or the then appointed and acting Dissemination Agent shall fail to perform its obligations hereunder, the Borrower shall discharge such obligations until such time as the Borrower shall appoint a successor Dissemination Agent or the then appointed and acting Dissemination Agent shall resume the performance of such obligations. (b) The Borrower hereby aelmowledges that the Borrower is obligated to comply with this Continuing Disclosure Agreement and that the appointment of the Dissemination Agent as agent of the Borrower for the purposes herein provided does not relieve the Borrower of its obligations with respect to this Continuing Disclosure Agreement. SECTION 4. Annual Financial Information. (a) The Financial Information shall be contained in the Annual Reports and, if provided separately in accordance with Section 5(b) hereof, the Audited Financial Statements which the Borrower is required to deliver to the Dissemination Agent for dissemination in accordance with this Section 4. (b) The Dissemination Agent shall notify the Borrower of each Annual Report Date and of the Borrower's obligation hereunder not more than 60 and not less than 30 days prior to each Annual Report Date. The Borrower shall provide an Annual Report to the Dissemination Agent, together with an Annual Report Certificate, not later than each Annual Report Date, provided that, if the Annual Report does not include the Audited Financial Statements, the Borrower shall provide the Audited Financial Statements to the Dissemination Agent as soon as practicable after they shall have been approved by the Governing Body. (c) The Dissemination Agent shall provide the Annual Report and, if received separately in accordance with Section 4(b) hereof, the Annual Financial Statements, to each me Repository, the Trustee, the Issuer, the Rating Agencies and the Insurer within five (5) Business Days after receipt thereof from the Borrower. (d) The Dissemination Agent shall provide the Issuer, the Borrower and the Trustee written confirmation that the Annual Report and, if received separately in accordance with Section 4(b) hereof, the Annual Financial Statements, were provided to each Repository in accordance with Section 4(c) hereof. (e) If the Dissemination Agent shall not have filed the Annual Report by the Annual Report Date, the Dissemination Agent shall so notify the Borrower, the Repositories, the Trustee and the Insurer within five (5) Business Days of the Annual Report Date.. SECTION 5. Continuing_ Disclosure Certificates. (a) The Borrower shall prepare a Continuing Disclosure Certificate in the form attached hereto as Exhibit B in connection with the Offering of the Bonds and shall deliver the same to the Dissemination Agent for dissemination to the Participating Underwriter, Issuer and Trustee. (b) Prior to the deletion or substitution of any Financial Information and Operating Data from the information listed in Exhibit B hereto the Borrower will obtain an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to of the Borrower) addressed to the Issuer, the Participating Underwriter, the Trustee and the Dissemination Agent to the effect that the Financial and Operating Data to be provided will comply with the Rule, as in effect on the date of the Offering of the Bonds and taking into account any amendment or interpretation of the Rule by the SEC or any adjudication of the Rule by a final decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery of this Continuing Disclosure Agreement. The Dissemination Agent is entitled to rely on such opinion without further. investigation. (c) Notwithstanding Section 5(b) hereof, the Borrower shall not be required to comply with. Section 5(b) hereof if such Section shall no longer be deemed to be required in order for this Continuing Disclosure Agreement to comply with the Rule as a result of the adoption, rendering or delivery of (i) an amendment or interpretation of the Rule by the SEC, (ii) an adjudication of the Rule by a final decision of a court of competent jurisdiction or (iii) an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to the Borrower), in each case, to that effect. (d) Any delivery of a Continuing Disclosure Certificate pursuant to Section 5(b) hereof shall not be deemed to be an amendment to this Continuing Disclosure Agreement and shall not be subject to the provisions of Section 8 hereof. SECTION 6. Reporting of Listed Events. (a) This Section 6 governs the provision of Event Notices relating to Listed Events with respect to the Bonds. The following events are "Listed Events ": (i) principal and interest payment deficiencies; -5- (ii) non - payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers or their failure to perform; (vi) adverse tax opinions or events affecting the tax- exempt status of the Bonds; (vii) modifications to the rights of the holders of the Bonds; (viii) optional, contingent or unscheduled redemption calls; (ix) defeasances; (x) release, satisfaction or sale of property securing repayment of the Bonds; and (xi) rating changes; provided that each of the Listed Events shall be interpreted in accordance with any interpretation of the Rule by the SEC or adjudication of the Rule by a final decision of a court of competent jurisdiction which may occur subsequent to the date of the original execution and delivery hereof. (b), Whenever the Borrower obtains actual knowledge of the occurrence of any of the Listed Events with respect to or caused by the Borrower, the Borrower shall, on a timely basis and in any event within ten (10) Business Days, determine whether the occurrence of such event is material to any of the Bondholders. (c) If the Borrower determines that the occurrence of any of the Listed Events is material to any of the Bondholders, the Borrower shall promptly notify the Dissemination Agent of such determination in writing and instruct the Dissemination Agent to provide Event Notice in accordance with Section 6(e) hereof. (d) If the Borrower determines that the occurrence of the Listed Event described in such notice is not material, the Borrower shall notify the Dissemination Agent of such determination, and no Event Notice shall be provided pursuant to Section 6(e) hereof. The determination of the Borrower under this paragraph (d) shall be conclusive and binding on all parties hereto. M (e) If the Borrower instructs the Dissemination Agent to provide an Event Notice pursuant to Section 6(c) hereof, the Dissemination Agent shall, within three (3) Business Days thereafter, file an Event Notice with each Repository, the Trustee, the Rating Agencies, the Issuer and the Insurer. The Dissemination Agent shall provide the Borrower, the Issuer and the Trustee written confirmation that such Event Notice was provided to each Repository in accordance with this Section 6(e). (f) Notwithstanding the foregoing, an Event Notice with respect to a Listed Event described in Section 6(a)(viii) or (ix) shall not be given under this Section 6 any earlier than the notice (if any) of such event is given to the affected Bondholders pursuant to the Indenture, as confirmed to the Dissemination Agent by the Trustee. The Dissemination Agent shall have no liability for failure of notice given to Bondholders if it does not receive the necessary confirmation from the Trustee after written request. (g) Notwithstanding the foregoing, whenever the Borrower authorizes a change in either its Fiscal Year or the accounting principles by which its Audited Financial Statements are prepared, the Borrower shall provide the Dissemination Agent with written notice of such change and instruct the Dissemination Agent to file a copy of such notice with each Repository, the Issuer, the Insurer, the Rating Agencies and the Trustee, and the Dissemination Agent shall, within three (3) Business Days thereafter, file a copy of such notice with each Repository, the Issuer, the Insurer, the Rating Agencies and the Trustee. The Dissemination Agent shall provide the Borrower written confirmation that such notice was provided to each Repository in accordance with this Section 6(g). SECTION 7. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent (i) the Borrower from disseminating any information or notice of the occurrence of any event using the means of dissemination specified in this Continuing Disclosure Agreement or other means or (ii) the Borrower from including in an Annual Report any information which shall be in addition to the Financial Information, Operating Data and Audited or Unaudited Financial Statements required by Section 4 hereof to be included in such Annual Report, provided that this Continuing Disclosure Agreement shall not be deemed to require the Borrower to include or update any such additional information in any subsequently prepared Annual Report. SECTION 8. Amendments: Waivers. This Continuing Disclosure Agreement may be amended, and any provision hereof may be waived, by the parties hereto if, prior to the effective date of any such amendment or waiver, the Borrower delivers to the Dissemination Agent, the Issuer and the Trustee an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to one or more members of the Borrower), to the effect that this Continuing Disclosure Agreement (taking into account such amendment or waiver) complies with the Rule, as in effect on the date of the Offering of Bonds or after the execution and delivery of this Continuing Disclosure Agreement, taking into account any amendment or interpretation of the Rule by the SEC or any adjudication of the Rule by a final decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery of this Continuing -7- Disclosure Agreement, The Dissemination Agent shall notify the Repositories of any such amendment and shall provide the Repositories with a copy of any such amendment_ SECTION 9. Assigmnent. The Borrower may not assign its obligations under this Continuing Disclosure Agreement. The Dissemination Agent may assign its rights and responsibilities hereunder to a third party with the consent of the Borrower which shall not be' unreasonably withheld. SECTION 10. Compensation of the Dissemination Agent. As compensation to the Dissemination Agent for its services pursuant to this Continuing Disclosure Agreement, the Borrower agrees to pay all fees and all expenses of the Dissemination Agent including, without limitation, all reasonable expenses, charges, costs and other disbursements in the administration and performance of its duties hereunder, and shall to the extent permitted by law indemnify and save the Dissemination Agent and its officers, directors, attorneys, agents and employees harmless from and against any costs, expenses, damages or other liabilities (including attorneys fees) which it (or they) may incur in the exercise of its (or their) powers and duties hereunder, except with respect to its (or their) willful misconduct or gross negligence. Nothing contained herein is intended to be nor shall it be construed as a waiver of any immunity from or limitation of liability. that the Borrower may be entitled to pursuant to the Doctrine of Sovereign Immunity or Section 768.28, Florida Statutes. Notwithstanding anything to the contrary contained herein, the obligations of the Borrower hereunder shall be limited obligations payable solely from the sources provided under Section 2.02(a) of the Loan Agreement- SECTION 11. Concerning the Dissemination Agent and the Borrower. (a) The Dissemination Agent is not answerable for the exercise of any discretion or power under this Continuing Disclosure Agreement or for anything whatever in connection herewith, except only its own willful misconduct or gross negligence. The Dissemination Agent shall have no Iiability to the Bondholders or any other person with respect to the undertakings described in Section I hereof, except as expressly set forth in this Continuing Disclosure Agreement regarding its own willful misconduct or gross negligence. (b) The Dissemination Agent has no responsibility or liability hereunder for determining compliance for any information submitted hereunder with any law, rule or regulation or the terms of this agreement. The Dissemination Agent shall have no responsibility for disseminating information not delivered to it or giving notice of non - delivery except as specifically required hereunder; and (c) The parties to this Continuing Disclosure Agreement acknowledge and agree that the Borrower assumes no obligations hereunder other than those specifically assumed by the Borrower herein. SECTIONI2. Terminationofthi sContinuing Diselosu eAereemert_ThisContinuing Disclosure Agreement shall terminate at such time as the Loan Agreement terminates. M SECTION 13. Beneficiaries. This Continuing Disclosure Agreement shall inure solely to the benefit of the Borrower, the Dissemination Agent, the Trustee, the Issuer, the Insurer, the Participating Underwriter and the Bondholders. This Continuing Disclosure Agreement shall not be deemed to inure to the benefit of or grant any rights to any party other than the parties specified in the. preceding sentence. SECTION 14. Counterparts. This Continuing Disclosure Agreement may be executed in several counterparts, each of which shall lie an original and all of which shall constitute one and the same instrument. SECTION 15. Governing Law. This Continuing Disclosure Agreement shall be governed by the laws of the State of Florida. 0 IN WITNESS WHEREOF, the Borrower and the Dissemination Agent have caused this Continuing Disclosure Agreement to executed and delivered as of the date first written above. City of South Miami, Florida, as Borrower By. Its•StS Girt c FLORIDA LEAGUE OF CITIES, INC., as Dissemination Agent By: Its: Executive Director -10- IN WITNESS VVMREOF, the Borrower and the Dissemination Agent have caused this Continuing Disclosure Agreement to executed and delivered as of the date first written above. City of South Miami, Florida, as Borrower By: FLORIDA LEAGUE OF CITIES, INC., -10- EXHIBIT A Form of Annual Report Certificate The undersigned duly appointed and acting of City of South Miami, Florida, a Florida municipality, as Borrower under the Continuing Disclosure Agreement (Hereinafter . described) (the "Borrower "), hereby certifies on behalf ofthe Borrower pursuant to the Continuing Disclosure Agreement dated as of Decemberl, 2006 (the "Continuing Disclosure Agreement ") executed and delivered by the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the "Dissemination Agent "), as follows: I. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Continuing Disclosure Agreement. 2. Annual Report. Accompanying this Annual Report Certificate is the Annual Report for the Fiscal Year ended 3. Compliance with Continuing Disclosure Agreement. The Annual Report is being delivered to the Dissemination Agent herewith not later than 270 days after the end of the Fiscal Year to which the Annual Report relates. The Annual Report contains, or includes by reference, Financial Information and Operating Data of the types identified in the Continuing Disclosure Certificate most recently delivered to the Dissemination Agent pursuant to Section 5 of the Continuing Disclosure Agreement. To the extent any such Financial Information or Operating Data is included in the Annual Report by reference, any document so referred to has been previously provided to the Repositories or filed with the SEC or, in the case of a reference to a Final Official Statement, has been filed with the WRB. Such Financial Information and Operating Data have been prepared on the basis, of the [Audited /Unaudited] Financial Statements. [Such Audited Financial Statements are included as part of the Annual Report.] [Because the Audited Financial Statements have not been approved by the Governing Body as of the date hereof, the Unaudited Financial Statements have been included as part of the Annual Report. The Unaudited Financial Statements have been prepared on a basis substantially consistent with such Audited Financial Statements. The Borrower shall deliver such Audited Financial Statements to the Dissemination Agent as soon as practicable after they have been approved by the Governing Body.] A -I IN WITNESS WDERE ©)r, the undersigned has executed and delivered this Annual Report Certificate to the Dissemination Agent, which has received such certificate and the Annual Report, all as of the day of the _ day of I _. Acknowledgment of Receipt: as Dissemination Agent A -2 City of South Miami, Florida, as Borrower In I .lam` :11 �iii3 Form of Section 5(a) Continuing Disclosure Certificate Florida League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 33401 The undersigned duly authorized signatory of City of South Miami, Florida (the "Borrower ") hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of December 1, 2006 (the "Continuing Disclosure Agreement ") executed and delivered by the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the "Dissemination Agent "), as follows: I. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Continuing Disclosure Agreement. 2. Purpose. The Borrower is delivering this Continuing Disclosure Certificate to the Dissemination Agent pursuant to Section 5(a) of the Continuing Disclosure Agreement. 3.... Financial Information and Operating Data Included in Final Official Statement. The following types of Financial Information and Operating Data were included in the Final Official Statement for the Bonds and are to be included in the Annual Report: (a) Financial Information: Audited Financial Statements (b) Operating Data: None 4, Annual Repo . Until such time as the Borrower delivers a revised Continuing Disclosure Certificate and an opinion of disclosure counsel to the Dissemination Agent pursuant to Section 5 of the Continuing Disclosure Agreement, the Financial Information and Operating Data of the types identified in paragraph 3 of this certificate shall be included in the Annual Reports delivered by the Dissemination Agent pursuant to Section 4 of the Continuing Disclosure Agreement. B -1 IN WITNESS WHEREOF, the undersigned has executed and delivered this Continuing Disclosure Certificate to the Dissemination Agent, which has received the same, all as of the Ist day of December, 2006. Acknowledgment of Receipt: Florida League of Cities, Inc., as Dissemination Agent By: Its: Executive Director City of South Miami, Florida, ,as Borrower By. its sl si MCL-1q er ME IN WITNESS WHEREOF, the undersigned has executed and delivered this Continuing Disclosure Certificate to the Dissemination Agent, which has received the same, all as of the 1st day of December, 2006. Acknowledgment of Receipt: Florida J.T�"�ague of Cities Inc., as a �crlsnhnaXinn�oP}iT City of South Miami, Florida, as Borrower By:_ Its: M. LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL F1111 CITY OF SOUTH MIAMI., FLORIDA Dated as of December 1, 2006 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 This Instrument Prepared By: JoLinda Herring, Esq. Bryant Miller Olive P.A. One Biscayne Tower 2 S. Biscayne Boulevard, Suite 1480 Miami, Florida 33131 and Grace E. Dunlap, Esq. Bryant Miller Olive P.A. One Tampa City Center 201 North Franklin Street, Suite 2700 Tampa, Florida 33602 TABLE OF CONTENTS ARTICLE I - DEFINITIONS ARTICLE II - REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL.. ..................... -- ............. ...... SECTION 2.01. Representations, Warranties and Covenants.. SECTION 2.02. Covenants of Borrower .......................... — ......... ARTICLE III - THE LOAN SECTION3.01. The Loan .... ....... ............... .................... ................:.............. SECTION 3.02. Evidence of Loan.... ..... .............. ................................. ARTICLE IV - LOAN TERM AND LOAN CLOSING REQUIREMENTS Pate ...............2 ............13 18 18 ...........19 SECTION 4.01. Commencement of Loan Term ........................................ .............................19 SECTION 4.02. Termination of Loan Term ............................................... ............................19 SECTION 4.03. Loan Closing Submissions ................................................ .............................19 ARTICLE V - LOAN REPAYMENTS ............................... ............................... SECTION 5.01. Payment of Basic Payments ............. ....... ........ --- ................. ........................ 21 SECTION 5.02. Payment of Surety Bond Costs .... .... ... .... ..................................................... .21 SECTION 5.03. Payment of Additional Payments ................................... .............................21 SECTION 5.04. Interest Earnings or Investment Losses and Excess Payments ................23 SECTION 5.05. Obligations of Borrower Unconditional ......................... .............................23 SECTION5.06. Refunding Bonds ........ —.... ............... .................. .. ....... ............. ..........._........... 23 SECTION5.07. Prepayment ......................................................................... .............................24 ARTICLEVI - DEEEASANCE ................................................................................... .............................25 ARTICLE VII - ASSIGNMENT AND PAYMENT BY TEIIRD PARTIES ............. ........:....................26 SECTION 7.01. Assignment by Council ..................................................... .............................26 SECTION 7.02. Assignment by Borrower .................................................. .............................26 SECTION 7.03. Payments by the Bond Insurer ......................................... .............................26 SECTION 7.04. Payments by the Surety Bond Provider .......................... .............................26 ARTICLE VIII - EVENTS OF DEFAULT AND REMEDIES .................................. .............................27 SECTION 8.01. Events of Default Defined ................................................ .............................27 SECTION 8.02. Notice of Default.. ......... ........... _ ... _ ........... .............. ............... ...... ... --28 SECTION 8.03. Remedies on Default ...................... .. ..... ................................ ....................... ..28 SECTION8.04. [Reserved]... ... ..... -- ......... .............. ...... -- ....... ........... ............. ..... --29 SECTION 8.05. No Remedy Exclusive; Waiver, Notice ........................... .............................29 SECTION 8.06. Application of Moneys ... ..... ... ........... ......... ....... ................ .......................... ...29 i /ll%[7(�CBD(~��IS(�8CY./\yJE()l)S.,_..,—.-....^—......._~~.---.---_.~.—^^..^..—. �0 SECTION9.01. Notices. ................. . .......................................................... ....... ........ ~,....... 3O SECTION9.02. Binding Effect ............. .—^--~................... -..~.~---....... ...... ...... . ...... 30 SECTION 9.03. Severability ......... ~........................... ~.^-............ ........ ............ .—.--... 30 SB(`7I(lN 9.04. Amendments, Changes and .^ ........ . ... . ............... ......... 30 SECTION 9.05. Execution in Counterparts ... ... ........ ........ ...... .......... ....... .....^—..-..��l SECTION9.06. Applicable Law ................ .... ...... ....... ............................ ,................. ... 3l SECTION 9.0. Benefit of Bondholders; Compliance with Indenture ........ ............... ....... 3l SECTION 9.08. Consents and Approvals .... ................... ............. ................ ......... ........ ... 3l SECTION 9.09. Immunity of Officers, Employees and Members of Council and Borz*pnez... ......... .... --- ...................................... ............ 3l SECTION9-10. C .......... ............. —............. `~~ ....... ............................... . ..... .... 3l SECTION 9.11. No Pecuniary Liability of Council .................................................. ......... ... 3l SECTION 9J2. Payments Due on Holidays ......... ...... —~ ....... -..................... ...... ........ 32 SECTION 9.13. (,a}cw7atioo`x. .................... ........ —......................... ................................. 32 32 8XI-11BQT A~ USE 0B LOAN PROCEEDS EXHIBIT B- CERTIFIED ORDINANCE [FBORROWER EXHIBIT C - OPINION OF BORROWER!S COUNSEL EXHIBIT D - DEBT SERVICE SCHEDULE EXHIBIT 7I^ FORM {)F REQUISITION CERTIFICATE ii LOAN AGREEMENT This Loan Agreement (the "Loan Agreement' or the "Agreement ") dated as of December 1, 2006 and entered into between the FLORIDA MUNICIPAL LOAN COUNCIL (the "Council "), a separate legal entity and public body corporate and politic duly created and existing under the Constitution and laws of the State of Florida, and CITY OF SOUTH MIAMI, FLORIDA (the "Borrower "), a duly constituted municipality under the laws of the State of Florida. WITNESSETH: WHEREAS, pursuant to the authority of the hereinafter defined Act, the Council desires to loan to the Borrower the amount necessary to enable the Borrower to finance, refinance or reimburse the cost of the Projects, as hereinafter defined, and the Borrower desires to borrow such amount from the Council subject to the terms and conditions of and for the purposes set forth in this Agreement; and WHEREAS, the Council is a separate legal entity and public body corporate and politic duly created and existing under the laws of the State of Florida organized and existing under and by virtue of the lnterlocal Agreement among initially, the City of DeLand, Florida, the City of Rockledge, Florida and the City of Stuart, Florida, as amended and supplemented, together with the additional governmental entities who become members of the Council, in accordance with Chapter 163, Part I, Florida Statutes, as amended (the "Interlocal Act"); and WHEREAS, the Council has determined that there is substantial need within the State for a financing program (the "Program") which will provide funds for qualifying projects (the "Projects ") for the participating Borrowers; and WHEREAS, the Council is authorized under the Interlocal Act to issue its revenue bonds to provide funds for such purposes; and WHEREAS, the Council has determined that the public interest will best be served and that the purposes of the Interlocal Act can be more advantageously obtained by the Council's issuance of revenue bonds in order to loan funds to the Borrowers to finance Projects, and WHEREAS, the Borrower is authorized under and pursuant to the Act, as amended, to enter into this Loan Agreement for the purposes set forth herein; and WHEREAS, the Council and the Borrower have determined that the lending of funds by the Council to the Borrower pursuant to the terms of this Agreement and that certain Trust Indenture dated as of December 1, 2006, between the Council and the Trustee (as defined herein) relating to the Bonds (as hereinafter defined), including any amendments and supplements thereto (the "Indenture "), will assist in the development and maintenance of the public welfare of the residents of the State and the areas served by the Borrower, and shall serve a public purpose by'improving the health and living conditions, and providing adequate governmental services, facilities and programs and will promote the most efficient and economical development of such services, facilities and programs in the State; and WHEREAS, neither the Council, the Borrower nor the State or any political subdivision thereof (other than each Borrower to the extent of their obligations under their respective Loan Agreements only), shall in any way be obligated to pay the principal of, premium, if any, or interest on those certain revenue bonds of the Council designated "Florida Municipal Loan Council Revenue Bonds, Series 2006" (the 'Bonds ") as the same shall become due, and the issuance of the Bonds shall not directly, indirectly or contingently obligate the Borrower, the State or any political subdivision or municipal corporation thereof to levy or pledge any form of ad valorem taxation for their payment but shall be payable solely from the funds and revenues pledged under and pursuant to this Agreement and the Indenture. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: ARTICLE DEFINITIONS Unless the context or use indicates another meaning or intent, the following words and terms as used in this Loan Agreement shall have the following meanings, and any other hereinafter defined, shall have the meanings as therein defined. "Accountant' or "Accountants" means an independent certified public accountant or a firm of independent certified public accountants. "Accounts" means the accounts created pursuant to Section 4.02 of the Indenture. "Act" means, collectively, to the extent applicable to the Borrower, Chapter 163, Part I, Florida Statutes, Chapter 166, Part 1I, Florida Statutes, and Chapter 125, Part I, as amended, and all other applicable provisions of law. "Additional Payments" means payments required by Section 5.03 hereof. "Alternate Surety Bond" means any letter of credit or surety bond obtained to replace the Surety Bond then in effect pursuant to the Indenture. "Alternate Surety Bond Provider" means any provider of an Alternate Surety Bond. 2 "Arbitrage Regulations" means the income tax regulations promulgated, proposed or applicable pursuant to Section 148 of the Code as the same may be amended or supplemented or proposed to be amended or supplemented from time to time. "Authorized Representative" means, when used pertaining to the Council, the Chairman of the Council and such other designated members, agents or representatives as may hereafter be selected by Council resolution; and, when used with reference to a Borrower which is a municipality, means the person performing the functions of the Mayor or Deputy, Acting or Vice Mayor thereof or other officer authorized to exercise the powers and performs the duties of the Mayor; and, when used with reference to a Borrower which is a County means the person performing the function of the Chairman or Vice Chairman of the Board of County Commissioners of such Borrower; and, when used with reference to an act or document, also means any other person authorized by ordinance to perform such act or sign such document. "Basic Payments" means the payments denominated as such in Section 5.01 hereof. "Board" means the governing body of the Borrower. "Bond Counsel" means Bryant Miller Olive P.A., Tampa, Florida or any other nationally recognized bond counsel "Bondholder" or "Holder" or "holder of Bonds" or "Owner" or "owner of Bonds" whenever used herein with respect to a Bond, means the person in whose name such Bond is registered. "Bond Insurance" means the insurance policy of the Bond Insurer which insures payment of the principal of and interest on the Bonds when due. "Bond Insurance Premium" means the premiums payable to the Bond Insurer for the Bond Insurance. "Bond Insurer" means MBIA Insurance Corporation and any successors thereto. "Bonds" means the $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 issued pursuant to Article H of the Indenture. "Bond .Year" means a 12 -month period beginning on October 2 and ending on and including the following October 1, except for the first period which begins on January 4, 2007. "Borrower" means the governmental unit which is described in the first paragraph and on the cover page of this Loan Agreement and which is borrowing and using the Loan proceeds to finance, refinance and /or be reimbursed for, all or a portion of the costs of one or more Projects. "Borrowers means, collectively, the Borrower executing this Loan Agreement and the other governmental units which have received loans from the Council made from proceeds of the Bonds. "Business Day" means any day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York City or the State are required or authorized to remain closed or on which the New York Stock Exchange is closed. "Certificate; "Statement," "Request,' "Requisition" and "Order" of the Council mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Council by its Chairman, Program Administrator or such other person as may be designated and authorized to sign for the Council. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. "Closing" means the closing of a Loan pursuant to the Indenture and this Agreement. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated, proposed or applicable thereunder. "Commencement Date" means the date when the term of this Agreement begins and the obligation of the Borrower to make Loan Repayments accrues. "Council" means the Florida Municipal Loan Council. "Cost" means "Cost" as defined in the Act. "Cost of Issuance Fund" means the fund by that name established pursuant to Section 4.02 of the Indenture. "Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for either the Council or the Borrowers. "Default" means an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. "Event of Default" shall have the meaning ascribed to such term in Section 8.01 of this Agreement. "Financial Newspaper" or "Journal" means The Wall Street journal or The Bond Buyer or any other newspaper or journal containing financial news, printed in the English language, 0 customarily published on each Business Day and circulated in New York, New York, and selected by the Trustee, whose decision shall be final and conclusive. "Fiscal Year" means the fiscal year of the Borrower. "Fitch" means Fitch Ratings, a corporation organized and existing under the laws of.the State of Delaware, its successors and assigns and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recogrtized securities rating agency designated by the Council, with approval of the Bond Insurer, by notice to the Trustee. "Funds" means the funds created pursuant to Section 4.02 of the Indenture. "Governmental Obligations" means (i) direct and general obligations of the United States of America, or those which are unconditionally guaranteed as to principal and interest by the same, including interest on obligations of the Resolution Funding Corporation and (ii) pre - refunded municipal obligations meeting the following criteria: (a) the municipal obligations may not be callable prior to maturity or, alternatively, the trustee has received irrevocable instructions concerning their calling and redemption; (b) the municipal obligations are secured by cash or securities described in subparagraph (i) above (the "Defeasance Obligations "), which cash or Defeasance Obligations may be applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal and interest of the Defeasance Obligations (plus any cash in the fund) are sufficient to meet the liabilities of the municipal obligations; (d) the Defeasance Obligations serving as security for the municipal obligations must be held by an escrow agent or a trustee; and (e) the Defeasance Obligations are not available to satisfy any other claims, including those against the Trustee or escrow agent. Additionally, evidences of ownership of proportionate interests in future interest and principal payments of Defeasance Obligations are permissible. investments in these proportionate interests are limited to circumstances wherein (a) a bank or trust company acts as custodian and holds the underlying obligations; (b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying obligations; and (c) the underlying obligations are held in a special account separate and apart from the custodian's general assets, and are not available to satisfy any claim of the 5 custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated. "Indenture" means the Trust Indenture dated as of December 1, 2006 between the Council and the Trustee,, including any indentures supplemental thereto, pursuant to which (i) the Bonds are authorized to be issued and (ii) the Council's interest in the Trust Estate is pledged as security for the payment of principal of, premium, if any, and interest on the Bonds. 2007. "Interest Payment Date" means April 1 and October 1 of each year, commencing April 1, "Interest Period" means the semi -annual period between Interest Payment Dates. "Interlocal Act" means Chapter 163, Part I, Florida Statutes. "Interlocal Agreement' means that certain Interlocal Agreement originally dated as of December 1, 1998, initially among the City of Stuart, Florida, the City of Rockledge, Florida and the City of DeLand, Florida, together with the additional governmental entities who become members of the Council, all as amended and supplemented from time to time. "Liquidation Proceeds" means amounts received by the Trustee or the Council in connection with the enforcement of any of the remedies under this Loan Agreement after the occurrence of an "Event of Default" under this Loan Agreement which has not been waived or cured. "Loan" means the Loan made to the Borrower from Bond proceeds to finance certain Project(s) in the amount specified in Section 3.01 herein. "Loan Agreement" or "Loan Agreements' means this Loan Agreement and any amendments and supplements hereto. "Loan Repayment Date means March 20, 2007, and thereafter each March 20th and September 20th, or if such day is not a Business Day, the next preceding Business Day. "Loan Repayments" means the payments of principal and interest and other payments payable by the Borrower pursuant to the provisions of this Loan Agreement, including, without limitation, Additional Payments. "Loan Term" means the term provided for in Article IV of this Loan Agreement. "Loans" means all loans made by the Council under the Indenture to the Borrowers. " Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, " Moody's' shall be deemed to refer to any other nationally recognized securities rating agency designated by the Council, with the approval of the Bond Insurer, by notice to the Trustee. "Non -Ad Valorem Revenues" means all. revenues and taxes of the Borrower derived from any source whatever other than ad valorem taxation on real and personal property, which .are legally available for Loan Repayments. "Opinion of Bond Counsel" means an opinion by Bond Counsel which is selected by the Council and acceptable to the Trustee. "Opinion of Counsel" means an opinion in writing of a legal counsel, who may, but need not be, counsel to the Council; a Borrower or the Trustee. "Outstanding Bonds." or "Bonds Outstanding" means all Bonds which have been authenticated and delivered by the Trustee under the Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds deemed paid under Article IX of the Indenture; and (c) Bonds in lieu of which other Bonds have been authenticated under Section 2.06, 2.07 or 2.09 of the Indenture.. "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization including a government or political subdivision or an agency or instrumentality thereof. "Principal Fund" means the fund by that name created by Section 4.02 of the Indenture. "Principal Payment Date" means the maturity date or mandatory redemption date of any Bond. "Program" means the Council's program of making Loans under the Act and pursuant to the Indenture. "Program Administrator" means the Florida League of Cities, Inc., a non -profit Florida corporation. 7 "Project" or "Projects" means a governmental undertaking approved by the governing body of a Borrower for a public purpose, including the refinancing of any indebtedness. "Project Loan Fund" means the fund by that name established pursuant to Section 4.02 of the Indenture. "Proportionate Share" means, with respect to any Borrower, a fraction the numerator of which is the outstanding principal amount of the Loan of such Borrower made from proceeds of the Bonds and the denominator of which is the outstanding principal amount of all Loans made from proceeds of the Bonds and then outstanding. "Purchase Price" means the purchase price of one or more items of a Project payable by a Borrower to the seller of such items. "Redemption Price" means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption pursuant to the provisions of such Bond and the Indenture. "Reserve Fund" means the fund by that name created by Section 4.02 of the Indenture. "Revenue Fund" means the fund by that name created by Section 4.02 of the Indenture. "Revenues" means all Loan Repayments paid to the Trustee for the respective accounts of the Borrowers for deposit in the Principal Fund and Revenue Fund to pay principal of, premium, if any, and interest on the Bonds upon redemption, at maturity or upon acceleration of maturity, or to pay interest on the Bonds when due, and all receipts of the Trustee credited to the Borrower under the provisions of this Loan Agreement. "S &P" means Standard & Poor's, a division of the McGraw -Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S &P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Council, with the approval of the Bond Insurer, by notice to the Trustee. "Special Record Date" means the date established pursuant to Section 4.05 of the Indenture as a record date for the payment of defaulted interest, if any, on the Bonds. "State" means the State of Florida. "Supplemental Indenture" means any indenture hereafter duly authorized and entered into between the Council and the Trustee, supplementing, modifying or amending the E:3 Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized in the Indenture. "Surety Bond" means the surety bond issued by the Surety Bond Provider guaranteeing certain payments into the Reserve Fund with respect to the Bonds and any other series of the Council's bonds or any Alternate Surety Bond. "Surety Bond Provider" means MBIA Insurance Corporation and any successors thereto or any Alternate Surety Bond Provider. "Trust Estate" means the property, rights, Revenues and other assets pledged and assigned to the Trustee pursuant to the Granting Clauses of the Indenture. "Trustee" means Deutsche Bank Trust Company Americas, as Trustee, or any successor thereto under the Indenture. [Remainder of page intentionally left blank] 9 ARTICLE 11 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL SECTION 2.01. Representations, Warranties and Covenants. The Borrower and the Council represent, warrant and covenant on the date hereof for the benefit of the Trustee, the Borrower, the Bond Insurer and Bondholders, as applicable, as follows: (a) OrgaWgation and Authority. The Borrower: (1) is a duly organized and validly existing municipality of the State and is a duly organized and validly existing Borrower; and (2) has all requisite power and authority to own and operate its properties and to carry on its activities as now conducted and as presently proposed to be conducted. (b) Full Disclosure. There is no fact that the Borrower knows of which has not been specifically disclosed in writing to the Council and the Bond Insurer that materially and adversely affects or, except for pending or proposed legislation or regulations that are a matter of general public information affecting State of Florida municipalities generally, that will materially affect adversely the properties, activities, prospects or condition (financial or otherwise) of the Borrower or the ability of the Borrower to perform its obligations under this Agreement. The financial statements, including balance sheets, and any other written statement furnished by the Borrower to the Council, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. There is no fact known to the Borrower which the Borrower has not disclosed to the Council, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer in writing which materially affects adversely or is likely to materially affect adversely the financial condition of the Borrower, or its ability to make the payments under this Agreement when and as the same become due and payable. (c) Pending LiH ag tion. To the knowledge of the Borrower there are no proceedings pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower, except as specifically described in writing to the Council, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) of the Borrower, 10 or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Agreement. (d) Borrowing Legal and Authori zed. The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and compliance by the Borrower with the provisions of this Agreement: (1) are within the powers of the Borrower and have been duly and effectively authorized by all necessary action on the part of the Borrower; and (2) do not and will not (i) conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower pursuant to any indenture, loan agreement or other agreement or instrument (other than this Agreement) or restriction to which the Borrower is a party or by which the Borrower, its properties or operations are bound as of the date of this Agreement or (ii) with the giving of notice or the passage of time or both, constitute a breach or default or so result in the creation or imposition of any lien, charge or encumbrance, which breach, default, lien, charge or encumbrance (described in (i) or (ii)) could materially and adversely affect the validity or the enforceability of this Agreement or the Borrower's ability to perform fully its obligations under this Agreement; nor does such action result in any violation of the provisions of the Act, or any laws, ordinances, governmental rules or regulations or court orders to which the Borrower, its properties or operations may be bound. (e) No Defaults. No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Agreement and /or the passage of time or giving of notice or both, would constitute an Event of Default. The Borrower is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to, and have been in writing specifically consented to by the Council and the Bond Insurer and (ii) do not, and shall not, have any material adverse effect on the transactions herein contemplated and the compliance by the Borrower with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound, which may materially adversely affect the ability of the Borrower to perform hereunder. (f) Governmental Consent. The Borrower has obtained, or will obtain, all pennits, approvals and findings of non- reviewability required as of the date hereof by any governmental body or officer for the acquisition and /or installation of the Project, including construction and renovation work, the financing or refinancing thereof or the reimbursement of the Borrower therefor, or the use of such Project, and, prior to the Loan, the Borrower will obtain all other such permits, approvals and findings as may be necessary for the foregoing and for such Loan and the proper application thereof; the Borrower has complied with or will comply with all applicable provisions of law requiring any notification, declaration, filing or registration with 11 any agency or other governmental body or officer in connection with the acquisition or installation of the Project, including construction and renovation work necessary for such installation; financing or refinancing thereof or reimbursement of the Borrower therefor; and any such action, construction, installation, financing, refinancing or reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or conflict with, the terms of any such agency or other governmental consent, order or other action which is applicable thereto. No further consent, approval or authorization of, or filing, registration or qualification with, any governmental authority is required on the part of the Borrower as a condition to the execution and delivery of this Loan Agreement, or to amounts becoming outstanding hereunder. (g) _ Compliance with Law. The Borrower is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject and which are material to its properties, operations, .finances or status as a municipal corporation or subdivision of the State. (h) Use of Proceeds. (1) The Borrower will apply the proceeds of the Loan from the Council solely for the financing for the cost of the Projects as set forth in Exhibit A hereto. If any component of the Project listed in Exhibit A is not paid for out of the proceeds of the Loan at the Closing of the Loan, Borrower shall, as quickly as reasonably possible, with due diligence, and in any event prior to January 9, 2010, use the remainder of the amounts listed in Exhibit A and any investment earnings thereon to pay the cost of the Project, provided that, such time limit may be extended by the written consent of the Council with notice to the Trustee, and provided further that Borrower may amend Exhibit A without the consent of the Council or the Trustee (but with notice thereto) but with a favorable opinion of Bond Counsel (to the effect that such an amendment and the completion of the revised Project will not adversely affect the validity or tax - exempt status of the Bonds) regarding the amended Exhibit A, to provide for the financing of a different or additional Project if Borrower, after the date hereof, deems it to not be in the interest of Borrower to acquire or construct any item of such Project or the cost of the Project proves to be less than the amounts listed on Exhibit A and the investment earnings thereon. Notwithstanding the foregoing all such proceeds shall be expended prior to January 9, 2010. Borrower will provide the Trustee with a requisition in the form of the requisition attached hereto as Exhibit E for the expenditure of the remaining amounts of the Loan in the Project Loan Fund. (2) Items of cost of the Project which may be financed include all reasonable or necessary direct or indirect costs of or incidental to the acquisition, construction or installation of the Project, including operational expenses during this construction period which would qualify for capitalization under generally accepted accounting principles, the incidental costs of placing the same in use and financing expenses (including the application or origination fees, if any, of the Bond Insurer and the Council and Borrower's Counsel fees), but not operating expenses. 12 (3) Borrower understands that the actual Loan proceeds received by it are less than the sum of the face amount of the Loan Agreement plus the reoffering premium in an amount equal to a discount as described in Section 3.01 hereof. Borrower will accordingly be responsible for repaying, through the Basic Payments portion of its Loan Repayments, the portion of the Bonds issued to fund only its Loan including the portion issued to fund the underwriting discount, original issue discount and other fees and costs of issuing the Bonds. (4) The Borrower covenants that it will make no use of the proceeds of the Bonds which are in its control at any time during the term of the Bonds which would cause such Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code. (5) The Borrower, by the Trustee's acceptance, of the indenture, covenants that the Borrower shall neither take any action nor fail to take any action or to the extent that it may do so, permit any other party to take any action which, if either taken or not taken, would adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Bonds. (i) Pr, oiect. All items constituting the Project are permitted to be financed with the proceeds of the Bonds and the Loan pursuant to the Act. (j) Compli ance with Interlocal Act and Interlocal Agreement. AA agreements and transactions provided for herein or contemplated hereby are in full compliance with the terms of the Interlocal Agreement and the Interlocal Act. SECTION 2.02. Covenants of Borrower. The Borrower makes the following covenants and representations as of the date first above written and such covenants shall continue in full force and effect during the Loan Term: (a) Security for Loan Repayment. Subject to the provisions of Section 2.02(k) hereof, the Borrower covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pay when due under this Loan Agreement as promptly as money becomes available directly to the Trustee for deposit into the appropriate Fund or Account created in the Indenture, amounts of Non -Ad Valorem Revenues of the Borrower sufficient to satisfy the Loan Repayment as required under this Loan Agreement. Such covenant is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into. Such covenant and agreement on the part of the Borrower to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all required Loan Repayments, including delinquent Loan Repayments, shall have been budgeted, appropriated and actually paid to the Trustee for deposit into the appropriate Fund or Account. The Borrower further acknowledges and agrees that the Indenture shall be deemed to be entered into for the benefit of the Holders of any of the Bonds 13 and that the obligations of the Borrower to include the amount of any deficiency in Loan Repayments in each of its annual budgets and to pay such deficiencies from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein and in the Indenture. Notwithstanding the foregoing or any provision of this Loan Agreement to the contrary, the Borrower does not covenant to maintain any services or programs now maintained by the Borrower which generate Non -Ad Valorem Revenues or to maintain the charges it presently collects for any such services or programs. During such time as the Loan is outstanding hereunder, the Borrower agrees that, as soon as practicable upon the issuance of debt by the Borrower which is secured by its Non -Ad Valorem Revenues, it shall deliver to the Council and the Bond Insurer a certificate setting forth the calculations of the financial ratios provided below and certifying that it is in compliance with the following: (i) Non -Ad Valorem Revenues (average of actual receipts over the prior two years) must cover projected maximum annual debt service on debt secured by and/or payable solely from such Non -Ad Valorem Revenues by at least 1.5x; and (ii) projected maximum annual debt service requirements for all debt secured by and /or payable solely from such Non - Ad Valorem Revenues will not exceed 20% of Governmental Fund Revenues (defined as general fund, special fund, debt service fund and capital projects funds), exclusive of (i) ad valorem revenues restricted to payment of debt service on any debt and (ii) any debt proceeds, and based on the Borrowers audited financial statements (average of actual receipts of the prior two years). For the purposes of these covenants maximum annual debt service means the lesser of the actual maximum annual debt service on all debt or 15% of the original par amount of the debt, in each case, secured by Borrower Non -Ad Valorem Revenues. (b) Delivery o£ Information to the Bond Insurer. Borrower shall deliver to the Bond Insurer and the Council as soon as available and in any event within 270 days after the end of each Fiscal Year an audited statement of its financial position as of the end of such Fiscal Year and the related statements of revenues and expenses, fund balances and changes in fund balances for such Fiscal Year, all reported by an independent certified public accountant, whose report shall state that such financial statements present fairly Borrower's financial position as of the end of such Fiscal Year and the results of operations and changes in financial position for such Fiscal Year. (c) information. Borrower's chief financial officer shall, at the reasonable request of the Bond Insurer, discuss Borrowers financial matters with the Bond Insurer or their designee and provide the Bond Insurer with copies of any documents reasonably requested by the Bond Insurer or its designee unless such documents or material are protected or privileged from disclosure under applicable Florida law. (d) [Reserved]. (e) Further Assurance. The Borrower shall execute and deliver to the Trustee all such documents and instruments and do all such other acts and things as may be reasonably 14 necessary to enable the Trustee to exercise and enforce its rights under this Loan Agreement and to realize thereon, and record and file and re- record and re -file all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be reasonably necessary or required by the Trustee to validate, preserve and protect the position of the Trustee under this Loan Agreement. (f) Keep:ing of Records and Books of Account. The Borrower shall keep or cause to be kept proper records and books of account, in which correct and complete entries will be made in accordance with generally accepted accounting principles, consistently applied (except for changes concurred in by the Borrower's independent auditors) reflecting all of its financial transactions. (g) Payment of Taxes, Etc. The Borrower shall pay all legally contracted obligations when due_ nd shall pay all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims, which, if unpaid, might become a lien or charge upon any of its properties, provided that it shall not be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings, which shall operate to stay the enforcement thereof. (h) Compliance with Laws Etc. Subject to an annual appropriation of legally available funds, the Borrower shall comply with the requirements of all applicable laws, the terms of all grants, rules, regulations and lawful orders of any governmental authority, non- compliance with which would, singularly or in the aggregate, materially adversely affect its business, properties, earnings, prospects or credit, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. (i) Tax- exempt Status of Bonds. The Council and the Borrower understand that it is the intention hereof that the interest on the Bonds not be included within the gross income of the holders thereof for federal income tax purposes. In furtherance thereof, the Borrower and the Council each agree that they will take all action within their control which is necessary in order for the interest on the Bonds or this Loan to remain excluded from gross income for federal income taxation purposes and shall refrain from taking any action which results in such interest becoming included in gross income. The Borrower and the Council further covenant that, to the extent they have control over the proceeds of the Bonds, they will not take any action or fail to take any action with respect to the investment of the proceeds of any Bonds, with respect to the payments derived from the Bonds or hereunder or with respect to the issuance of other Council obligations, which action or failure to act may cause the Bonds to be "Arbitrage Bonds" within the meaning of such term as used in Section 148 of the Code and the regulations promulgated thereunder. In furtherance of the covenant contained in the preceding sentence, the Borrower and the Council agree to comply with the Tax Certificate as to Arbitrage and the provisions of Section 141 through 150 of W" the Internal Revenue Code of 1986, as amended, including the letter of instruction attached as an Exhibit to the Tax Certificate, delivered by Bryant Miller Olive P.A. to the Borrower and the Council simultaneously with the issuance of the Bonds, as such letter may be amended from time to time, as a source of guidelines for achieving compliance with the Code. (j) Information Reports. The Borrower covenants to provide the Council with all material and information it possesses or has the ability to possess necessary to enable the Council to file all reports required under Section 149(e) of the Code to assure that interest paid by the Council on the Bonds shall, for purposes of the federal income tax, be excluded from gross income. (k) Limited Obligations. Anything in this Loan Agreement to the contrary notwithstanding, it is understood and agreed that all obligations of the Borrower hereunder shall be payable only from Non -Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem taxation revenues or to permit or constitute a mortgage, or Iien upon any assets or property owned by the Borrower and no Bondholder or any other person, including the Council, the Trustee or the Bond Insurer, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Borrower. The obligations hereunder do not constitute an indebtedness of the Borrower within the meaning of any constitutional, statutory or charter provision or limitation, and neither the Trustee, the Council, the Bond Insurer, or the Bondholders or any other person shall have the right to compel the exercise of the ad valorem taxing power of the Borrower or taxation of any real or personal property therein for the payment by the Borrower of its obligations hereunder. Except to the extent expressly set forth in this Loan Agreement, this Loan Agreement and the obligations of the Borrower hereunder shall not be construed as a. limitation on the ability of the Borrower to pledge or covenant to pledge said Non -Ad Valorem Revenues or any revenues or taxes of the Borrower for other legally permissible purposes. Notwithstanding any provisions of this Agreement, the Indenture or the Bonds to the contrary, the Borrower shall never be obligated to maintain or continue any of the activities of the Borrower which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues or the rates for such services or regulatory fees. Neither this Loan Agreement nor the obligations of the Borrower hereunder shall be construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the Borrower, but shall be payable solely as provided in Section 2.02(a) hereof and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Borrower. It is the intent of the parties hereto and they do hereby covenant and agree, that the liability of the Borrower hereunder is a several liability of the Borrower expressly limited to the Loan Repayments and the Borrower shall have no joint liability with any other Borrower or the Council for any of their respective liabilities, except to the extent expressly provided hereunder. The Council and the Borrower understand that the amounts available to be budgeted and appropriated to make Loan Payments hereunder is subject to the obligation of the Borrower 16 to provide essential services; however, such obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. (1) Reporting Requirements. (i) The Borrower will file or cause to be filed with the Bond Insurer and with the Council any official statement issued by, or on behalf of, the Borrower in connection with the incurrence of any additional indebtedness by the Borrower. Such official statements shall be filed. within sixty (60) days after the publication thereof. (ii) The Borrower agrees to provide not later than December 31 of each year, a certificate.of its Chief Financial Officer stating that to the best of its knowledge the.Borrower is in compliance with the terms and conditions of this Loan Agreement, or, specifying the nature of any noncompliance and the remedial action taken or proposed to be taken to cure such noncompliance. [Remainder of page intentionally left blank] 17 ARTICLE III THELOAN SECTION 3.01. The Loan. The Council hereby agrees to loan to the Borrower and the Borrower hereby agrees to borrow from the Council the sum of $5,629,708.40 ($5,625,000.00 par amount of Bonds plus $4,708.40 reoffering premium). This amount includes an amount equal to $126,830.05 (2. 2528 %), including underwriter's discount, which reflects the Borrower's share of the cost of the initial issuance of the Bonds subject to the terms and conditions contained in this Loan Agreement and in the Indenture. The amounts advanced net of the cost of the initial issuance are to be used by the Borrower for the purposes of financing or refinancing the cost of, or receiving reimbursement for the equity in, the Projects in accordance with the provisions of this Loan Agreement. SECTION 3.02. Evidence of Loan. The Borrower's obligation hereunder to repay amounts advanced pursuant to Section 3.01, together with interest thereon, and other payments required under this Loan Agreement, shall be evidenced by this Loan Agreement. [Remainder of page intentionally left blank] FU ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS SECTION 4.01. Commencement of Loan Term. The Borrower's obligations under this Loan Agreement shall commence on the date hereof unless otherwise provided in this Loan Agreement. SECTION 4.02. Termination of Loan Term. The Borrower's obligations under this Loan Agreement shall terminate after payment in full of all amounts due under this Loan Agreement and all amounts not theretofore paid shall be due and payable at the times and in the amounts set forth in Exhibit D attached hereto; provided, however, that all covenants and all obligations provided hereunder specified to so survive (including the obligation of the Borrower to pay its share of the rebate obligations of the Council owed on the Bonds and agreed to by the Borrowers pursuant to Section 5.03(b)(7) hereof) shall survive the termination of this Loan Agreement and the payment in full of principal and interest hereunder. Upon termination of the Loan Term as provided above, the Council and the Trustee shall deliver, or cause to be delivered, to the Borrower an acknowledgment thereof. SECTION 4.03. Loan Closing Submissions. Concurrently with the execution and delivery of this Loan Agreement, the Borrower is providing to the Trustee the following documents each dated the date of such execution and delivery unless otherwise provided below: (a) Certified ordinances of the Borrower substantially in the form of Exhibit B attached hereto; (b) An opinion of the Borrower's Counsel in the form of Exhibit C attached hereto to the effect that the Loan Agreement is a valid and binding obligation of the Borrower and opining to such other matters as may be reasonably required by Bond Counsel, underwriter's counsel and the Bond Insurer and acceptable to Borrowers Counsel; (c) A certificate of the officials of the Borrower who sign this Loan Agreement to the effect that the representations and warranties of the Borrower are true and correct; (d) A certificate signed by the Authorized Representative of the Borrower, in form and substance satisfactory to Bond Counsel, stating (i) the estimated dates and the amounts of projected expenditures for the Project and (ii) that it is reasonably anticipated by the Borrower that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to January 9, 2010, and that the projected expenditures are based on the reasonable expectations of the Borrower having due regard for its capital needs and the revenues available for the repayment thereof. 19 (e) This executed Loan Agreement; (f) An opinion (addressed to the Council, the Trustee, the Bond Insurer and the Borrower) of Bond Counsel to the effect that such financing, refinancing or reimbursement with Loan proceeds is permitted under the Act, the Indenture and the resolution authorizing this Loan Agreement and will not cause the interest on the Bonds to be included in gross income for purposes of federal income taxation or adversely affect the validity, due authorization for or legality of the Bonds; and (g) Such other certificates, documents, opinions and information as the Council, the Bond Insurer, the Trustee or Bond Counsel may require, such requirement to be evidenced (in the case of parties other than the Trustee) by written notice of such party to the Trustee of such requirement. All opinions and certificates shall be dated the date of the Closing. (Remainder of page intentionally left blank) +0 ARTICLE V LOAN REPAYMENTS SECTION 5.01. Payment of Basic Payments. Borrower shall pay to the order of the Council all Loan Repayments in lawful money Of the United States of America to the Trustee. No such Loan Repayment shall be in an amount such that interest on the Loan is in excess of the -maximum rate allowed by the laws of the State of Florida or of the United States of America. The Loan shall be repaid in Basic Payments, consisting o£: (a) principal in the amounts and on the dates set forth in Exhibit D; plus (b) interest calculated at the rates, in the amounts and on the dates set forth in Exhibit D; On or before the fifteenth (15th) day of the month immediately preceding each Interest Payment Date, the Trustee shall give Borrower notice in writing of the total amount of the next Basic Payment due. The Basic Payments shall be due on each March 20th and September 20tiy or if such day is not a Business Day, the next preceding Business Day (a "Loan Repayment Date "), commencing March 20, 2007, and extending through September 20, 2036, unless the due date of the Basic Payments is accelerated pursuant to the terms of Section 8.03 hereof. SECTION 5,02. Payment of Surety Bond Costs. The Borrower recognizes that the Surety Bond Provider has provided to the Council the Surety Bond for deposit to the Reserve Fund in lieu of a cash payment or deposit by the Borrower. The Surety Bond shall secure and satisfy the Reserve Requirement (as defined in the Indenture) and any other reserve requirement of bonds as listed on Annex A to the Surety Bond. The Borrower, or any other borrower, whose loan was funded with proceeds of a bond issue listed on Annex A to the Surety Bond, may draw on the Surety Bond in an amount equal to or less than the limit of the Surety Bond, all in accordance with Section 4.08 of the Indenture. The Borrower hereby agrees to pay to the Trustee an amount equal to the amount drawn by the Borrower (or on behalf of the Borrower) on the Surety Bond as set forth in subsection (c) of Section 5.03 hereof. Such Surety Bond may be replaced by an Alternate Surety Bond issued with respect to funding the reserve fund of subsequent bonds issued by the Council whose reserve fund shall be on a parity with the Bonds, all in accordance with Section 4.08 of the Indenture. SECTION 5.03. Payment of Additional Payments. In addition to Basic Payments, Borrower agrees to pay on demand of the Council or the Trustee, the following Additional Payments: (a) (i) Borrower's Proportionate Share of: the annual fees or expenses of the Council, if any, including the fees of any provider of arbitrage rebate calculations; the Bond Insurance Premium of the Bond Insurer (to the extent not previously paid from the Cost of 21 issuance Fund); the fees of the Program Administrator and the fees of the rating agencies (to the extent not previously paid from the Cost of issuance Fund); and (ii) Borrower's equal share of the annual fees of the Trustee; annual fees of the Registrar and Paying Agent; and the Surety Bond premium of the Surety Bond Provider and any related fees in connection with the Surety Bond (to the extent not previously paid from the Cost of Issuance Fund). (b) All reasonable fees and expenses of the Council or Trustee relating to this Loan Agreement, including; but not limited to: (1) the cost of reproducing this Loan Agreement; (2) the reasonable fees and disbursements of Counsel utilized by the Council, the Trustee and the Bond Insurer in connection with the Loan, this Loan Agreement and the enforcement thereof; (3) reasonable extraordinary fees of the Trustee following an Event of Default hereunder; (4) all other reasonable out -of- pocket expenses of the Trustee and the Council in connection with the Loan, this Loan Agreement and the enforcement thereof; (5) all taxes (including any recording and filing fees) in connection with the execution and delivery of this Loan Agreement and the pledge and assignment of the Council's right, title and interest in and to the Loan and the Loan Agreement, pursuant to the Indenture (and with the exceptions noted therein), and all expenses, including reasonable attorneys' fees, relating to any amendments, waivers, consents or collection or enforcement proceedings pursuant to the provisions hereof; (6) all reasonable fees and expenses of the Bond Insurer relating directly to the Loan; and (7) the Borrower's share of any amounts owed to the United States of America as rebate obligations on the Bonds related to the Borrowers Loan, which obligation shall survive the termination of this Loan Agreement. (c) For repayment of the Surety Bond held by the Trustee an amount equal to any amount drawn by the Borrower (or on behalf of the Borrower) from the Surety Bond due to the Borrowers failure to pay its Basic Payments in accordance with Section 5.01 hereof, at the times and in the manner and together with interest and expense due thereon all as provided in Section 4.08(a) of the Indenture undertaken in order to reinstate the Surety Bond. The Borrower shall repay such amount drawn on the Surety Bond due to the Borrowers failure to pay its Basic Payments with the first available funds after payment of the current Loan Repayment. The Borrower shall repay only the amount drawn due to its failure to pay its Basic Payment. 22 SECTION 5.04. Interest Earnings or Investment Losses and Excess Payments. (a) On each Interest Payment Date the Trustee shall credit against Borrower's obligation to pay its Loan Repayments, Borrower's share of any interest earnings which were received during the prior Interest Period by the Trustee on the Funds and Accounts (except the Project Loan Fund) held under the Indenture, or shall increase the Borrower's obligation to pay its Loan Repayment, by Borrower's share of any investment losses which were incurred during the prior Interest Period on the Funds and Accounts (except the Project Loan Fund) held under the Indenture. (b) The credits provided for in (a) shall not be given to the extent the Borrower is in default in payment of its Loan Repayments. If past -due Loan Repayments are Iater collected from such defaulting Borrower, the amount of the missed credit shall, to the extent of the amount collected, be credited in proportion to the amount of credit missed, to the now non- defaulting Borrower from the past -due Loan Repayments. (c) The credits may be accumulated. If the credit allowable for an Interest Period is more than required on the next ensuing Interest Payment Date to satisfy the current Loan Repayment, it may be used on the following Interest Payment Date. SECTION 5.05. Obligations of Borrower Unconditional. Subject in all respects to the provisions of this Loan Agreement, including but not limited to Section 2.02(a) and (k) hereof, the obligations of Borrower to make the Loan Repayments required hereunder and to perform and observe the other agreements on its part contained herein, shall be absolute and unconditional, and shall not be abated, rebated, set -off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever, while any Bonds, remain outstanding or any Loan Repayments remain unpaid, regardless of any contingency, act of God, event or cause whatsoever. This Loan Agreement shall be deemed and construed to be a "net contract," and Borrower shall pay absolutely net the Loan Repayments and all other payments required hereunder, regardless of any rights of set-off, recoupment, abatement or counterclaim that Borrower might otherwise have against the Council, the Trustee, the Bond Insurer or any other party or parties. SECTION 5.06. Refunding Bonds. In the event the Bonds are refunded, all references in this Loan Agreement to Bonds shall be deemed to refer to the refunding bonds or, in the case of a crossover refunding, to the Bonds and the refunding bonds (but the Borrower shall never be responsible for any debt service on or fees relating to crossover refunding bonds which are covered by earnings on the escrow fund established from the proceeds of such bonds). The Council agrees not to issue bonds or other debt obligations to refund the portion of the Bonds allocable to this Agreement without the prior written consent of the Authorized Representative of the Borrower. M SECTION 5.07. Prepayment, The Loan may be prepaid in whole or in part by the Borrower on the dates and in the amounts on which the Bonds are subject to optional redemption and notice provisions pursuant to Section 3.01 of the Indenture. [Remainder of page intentionally left blank] 24 ARTICLE VI DEFEASANCE This Loan Agreement shall continue to be obligatory and binding upon the Borrower in the performance of the obligations imposed by this Loan Agreement and the repayment of all sums due by the Borrower under this Loan Agreement shall continue to be secured by this Loan Agreement as provided herein until all of the indebtedness and all of the payments required to be made by the Borrower shall be fully paid to the Council, the Trustee or the Bond insurer. Provided, however, if, at any time, the Borrower shall have paid, or shall have made provision for payment of, the principal amount of the Loan, interest thereon and redemption premiums, if any, with respect to the Bonds and shall have paid all amounts due pursuant to Section 5.03 hereof, then, and in that event, the covenant regarding the Non -Ad Valorem Revenues and the lien on the revenues pledged, if arty, to the Council for the benefit of the holders of the Bonds shall be no longer in effect and all future obligations of the Borrower under this Loan Agreement shall cease. For purposes of the preceding sentence, deposit of sufficient cash and /or Governmental Obligations in irrevocable trust with a banking institution or trust company, for the sole benefit of the Council, the principal, interest and prepayment premiums, if any, received will be sufficient (as reflected in an accountants verification report provided to the Trustee by the Borrower) to make timely payment of the principal, interest and prepayment premiums, if any, on the Outstanding Loan, shall be considered "provision for payment." The prepayment premium, if any, shall be calculated based on the prepayment date selected by the Borrower in accordance with Section 5.07 hereof. If the Borrower determines to prepay all or a portion of the Loan pursuant to Section 5.07 hereof, the Council shall redeem a like amount of Bonds which corresponds in terms of amount and scheduled maturity date to such Loan prepayment pursuant to Section 3.01 of the Indenture. If the Borrower shall make advance payments to the Council in an amount sufficient to retire the Loan of the Borrower, including redemption premium and accrued interest to the next succeeding redemption date of the Bonds, all future obligations of the Borrower under this Loan Agreement shall cease, including the obligations under Section 5.03 hereof, except as provided in Section 4.02 hereof. However, prior to making such payments, the Borrower shall give at least 60 days' irrevocable notice by certified or registered mail to the Council and the Bond Insurer. 25 ARTICLE Viz ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. Assignment by Council. The Borrower expressly acknowledges that this Loan Agreement and the obligations of the Borrower to make payments hereunder (with the exception of certain of the Council rights to indemnification, fees, notices and expenses), have been pledged and assigned to the Trustee as security for the Bonds under the Indenture, and that the Trustee shalt be entitled to act hereunder and thereunder in the place and stead of the Council whether or not the Bonds are in default. SECTION 7.02. Assignment by Borrower. This Loan Agreement may not be assigned by the Borrower for any reason without the express prior written consent of the Council, the Bond Insurer and the Trustee. SECTION 7.03. Payments by the Bond Insurer. The Borrower acknowledges that payment under this Loan Agreement from funds received by the Trustee or Bondholders from the Bond Insurer do not constitute payment under this Loan Agreement for the purposes hereof or fulfillment of its obligations hereunder. SECTION 7.04. Payments by the Surety Bond Provider. The Borrower acknowledges that payment under this Loan Agreement from funds received by the Trustee or Bondholders from the Surety Bond Provider do not constitute payment under this Loan Agreement for the purposes hereof or fulfillment of its obligations hereunder. [Remainder of page intentionally left blank] 26 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. Events of Default Defined. The following shall be "Events of Default' under this Loan Agreement and the terms "Event of Default' and "Default' shall mean (except where the context clearly indicates otherwise), whenever they are used in this Loan Agreement, any one or more of the following events: (a) Failure by the Borrower to timely pay any Loan Repayment, when due, so long as the Bonds are outstanding; (b) Failure by the Borrower to timely pay any other payment required to be paid hereunder on the date on which it is due and payable, provided the Borrower has prior written notice of any such payments being due; (c) Failure by the Borrower to observe and perform any covenant, condition or agreement other than a failure under (a), on its part to be observed or performed under this Loan Agreement, for a period of thirty (30) days after notice of the failure, unless the Council, the Bond Insurer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Council, the Bond Insurer or the Trustee, but cannot be cured within the applicable 30 -day period, the Council, the Bond Insurer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Borrower within the applicable period and diligently pursued until the failure is corrected; (d) Any warranty, representation or other statement by the Borrower or by an officer or agent of the Borrower contained in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement, is false or misleading in any material respect when made; (e) A petition is filed against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days of such filing; (f) The Borrower files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; 27 (g) The Borrower admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Borrower or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days; (h) Default under any agreement to which the Borrower is a party evidencing, securing or otherwise respecting any indebtedness of the Borrower outstanding in the amount of $100,000 or more if, as a result thereof, such indebtedness may be declared immediately due and payable or other remedies may be exercised with respect thereto; (i) Any material provision of this Loan Agreement shall at any time for any reason cease to be valid and binding on the Borrower, or shall be declared to be null and void, or the validity or enforceability of this Loan Agreement shall be contested by the Borrower or any governmental agency or authority, or if the Borrower shall deny any further liability or obligation under this Loan Agreement; or (j) Final judgment for the payment of money in the amount of $250,000 or more is rendered against the Borrower and at any time after 90 days from the entry thereof, unless otherwise provided in the final judgment, (i) such judgment shall not have been discharged, or (ii) the Borrower shall not have taken and be diligently prosecuting an appeal therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, and have caused the execution of or levy under such judgment, order, decree or process of the enforcement thereof to have been stayed pending determination of such appeal, provided that such execution and Ievy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) the Borrower is not obligated with respect to such judgment pursuant to the provisions of Chapter 768, Florida Statutes. SECTION 8.02. Notice of Default. The Borrower agrees to give the Trustee, the Bond Insurer and the Council prompt written notice if any petition, assignment, appointment or possession referred to in Section 8.01(e), 8.01(f) and 8.01(g) is filed by or against the Borrower or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the passage of time or the giving of notice would constitute an Event of Default immediately upon becoming aware of the existence thereof. SECTION 8.03. Remedies on Default. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing, the Council or the Trustee shall, with the written consent of the Bond Insurer or upon the direction of the Bond Insurer, in addition to any other remedies herein or by law provided, have the right at its or their option without any further demand or notice, to take such steps and exercise such remedies as provided in Section 9.02 of the Indenture, and, without limitation, one or more of the following: 0 (a) Declare all Loan Repayments, in an amount equal to 100% of the principal amount thereof plus all accrued interest thereon to the date on which such Loan Repayments shall be used to redeem Bonds pursuant to Section 3.02 of the Indenture and all other amounts due hereunder, to be immediately due and payable, and upon notice to the Borrower the same shall become immediately due and payable by the Borrower without further notice or demand. (b) Take whatever other action at law or in equity which may appear necessary or desirable to collect amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder. SECTION 8.04. [Reserved). SECTION 8.05. No Remedy Exclusive, Waiver, Notice. No remedy herein conferred upon or reserved to the Council or the Trustee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Council or the Trustee to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice other than such notice as may be required in this Article V1II. SECTION 8.06. Application of Moneys. Any moneys collected by the Council or the Trustee pursuant to Section 8.03 hereof shall be applied (a) first, to pay any attorney's fees or other expenses owed by the Borrower pursuant to Section 5.03(b)(3) and (4) hereof, (b) second, to pay interest due on the Loan, (c) third, to pay principal due on the Loan, (d) fourth, to pay any other amounts due hereunder, and (e) fifth, to pay interest and principal on the Loan and other amounts payable hereunder but which are not.due, as they become due (in the same order; as to amounts which come due simultaneously, as in (a) through (d) in this Section 8.06). [Remainder of page intentionally left blank] 29 ARTICLE IX MISCELLANEOUS SECTION 9.01. Notices. All notices, certificates or other communication hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the parties at the following addresses: Council: Florida Municipal Loan Council c/o Florida League of Cities 301 South Bronough Street Tallahassee, Florida 32301 Bond Insurer: MBiA Insurance Corporation 113 King Street Armonk, New York 10504 Trustee: Deutsche Bank Trust Company Americas Trust & Securities Services (Municipal Group) 60 Wall Street, 27th Floor New York, New York 10005 For purposes other than presentation of Bonds for transfer, exchange or payment: Borrower: City of South Miami, Florida 6130 Sunset Drive South Miami, Florida 33143 Attention: Finance Director Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 9.02. Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Council and the Borrower and their respective successors and assigns. SECTION 9.03. Severability. In the event any provision of the Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.04. Amendments, Changes and Modifications. This Loan Agreement may be amended by the Council and the Borrower as provided in the Indenture; provided, however, 30 that no such amendment shall be effective unless it shall have been consented to in writing by the Bond Insurer, SECTION 9.05. Execution in Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of which, when so executed and delivered, shall be an original and all of which shall constitute but one and the same instrument. SECTION 9.06. Applicable Law. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 9.07. Benefit of Bondholders, Compliance with Indenture. This Loan Agreement is executed in part to induce the purchase by others of the Bonds. Accordingly, all covenants, agreements and representations on the part of the Borrower and the Council, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the holders from time to time of the Bonds. The Borrower covenants and agrees to do all things within its power in order to comply with and to enable the Council to comply with all requirements and to fulfill and to enable the Council to fulfill all covenants of the Indenture. The Borrower also acknowledges that the Council has delegated certain of its duties under the Indenture to its Program Administrator, including the direction to make investments in accordance with Article VII thereof, including but not limited to the investment of the Borrower's Project Loan Fund. SECTION 9.08. Consents and Approvals. Whenever the written consent or approval of the Council shall be required under the provisions of this Loan Agreement, such consent or approval may be given by an Authorized Representative of the Council or such other additional persons provided by law or by rules, regulations or resolutions of the Council. SECTION 9.09. immunity of Officers, Employees and Members of Council and Borrower. No recourse shall be had for the payment of the principal of or premium or interest hereunder or for any claim based thereon or upon any representation, obligation, covenant or agreement in this Loan Agreement against any past, present or future official officer, member, counsel, employee, director or agent, as such, of the Council or the Borrower, either directly or through the Council or the Borrower, or respectively, any successor public or private corporation thereto under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, members, counsels, employees, directors or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement. SECTION 9.10. Captions. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of sections of this Loan Agreement. SECTION 9.11. No Pecuniary Liability of Council. No provision, covenant or agreement contained in this Loan Agreement, or any obligation herein imposed upon the 31 Council, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision or municipal corporation of the State or any public corporation or governmental agency existing under the laws thereof other than the Council. In making the agreements, provisions and covenants set forth in this Loan Agreement, the Council has not obligated itself except with respect to the application of the revenues, income and all other property as derived herefrom, as hereinabove provided. SECTION 9.12. Payments Due on Holidays. With the exception of Basic Payments, if the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than on a Business Day, such payments may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement. SECTION 9.13. Calculations. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. SECTION 9.14. Time of Payment. Any Loan Repayment or other payment hereunder which is received by the Trustee or Council after 2:00 p.m. (New York tine) on any day shall be deemed received on the following Business Day. [Remainder of page intentionally left blank] 32 IN WITNESS WHEREOF, the Florida Municipal Loan Council has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the City of South Miami, Florida, has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first above written. (SEAL) ATTEST: Title: Executive Director S -1 FLORIDA MUNICIPAL LOAN COUNCIL r Nam: Jay Chexnoff Titl Chairman LOAN AGREEMENT (SEAL) ATTESTED BY: Name: Maria M. Menendez Title: City Clerk Approved as to form and correctness this 9th day of January, 2007. IN s igueredo, Esq. Title: City Attorney S -2 CITY OF SOUTH MIAMI, FLORIDA By: G-C � Name: Horace Fehu Title: Mayor EXMBIT A CITY OF SOUTH MIAMI, FLORIDA USE OF LOAN PROCEEDS DESCRIPTION OF PROJECT TO BE ACQUIRED OR CONSTRUCTED PROJECT TOTAL AMOUNT TO BE FINANCED The construction and improvements to a city -owned parking garage to be used for public parking. $5,629,708.40 Exhibit A -I ..11t 1_ C CERTIFIED ORDINANCE OF THE BORROWER See Document No. VI-4.(c) Exhibit B -1 OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] Florida Municipal Loan Council c/o Florida League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 32301 Bryant Miller Olive P.A. One Tampa City Center 201 North Franklin. Street, Suite 2700 Tampa, Florida 33602 MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Gentlemen: January 9, 2007 Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor New York, New York 10005 Banc of America Securities LLC 1640 Gulf -to -Bay Boulevard Clearwater, Florida 33755 We are counsel to the City of South Miami, Florida (the "Borrower'), and have been requested by the Borrower to give this opinion in connection with the loan by the Florida Municipal Loan Council (the "Council") to the Borrower of funds to finance or refinance or reimburse the Borrower for all or a portion of the cost of a certain Project (the "Project') as defined in, and as described in Exhibit A of, the Loan Agreement, dated as of December 1, 2006, (the "Loan Agreement'), between the Council and the Borrower. In this connection, we have reviewed such records, certificates and other documents as we have considered necessary or appropriate for the purposes of this opinion, including applicable laws, and ordinances adopted by the City Commission of the Borrower, the Loan Agreement, a Trust Indenture dated as of December 1, 2006 (the 'Indenture ") between the Council and Deutsche Bank Trust Company Americas, as trustee (the "Trustee") and Ordinance No. 25 -06 -1893 enacted by the Borrower on November 23, 2006 (the "Ordinance "). Based on such review, and such other considerations of law and fact as we believe to be relevant, we are of the opinion that: Exhibit C -1 (a) The Borrower is a municipality duly organized and validly existing under the Constitution and Iaws of the State of Florida and under the provisions of the Constitution and laws of the State of Florida. The Borrower has the legal right and all requisite power and authority to enter into the Loan Agreement, to enact the Ordinance and to consummate the transactions contemplated thereby and otherwise to carry on its activities and own its property. (b) The Borrower has duly authorized, executed and delivered the Ordinance, the Loan Agreement, the Bond Purchase Contract and the Continuing Disclosure Agreement, and such instruments are legal and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights heretofore or hereafter enacted and that their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity, and to the sovereign police powers of the State of Florida and the constitutional powers of the United States of America. (c) The execution and delivery of the Ordinance, the Continuing Disclosure Agreement, the Bond Purchase Contract and the Loan Agreement, the consummation of the transactions contemplated thereby, the purchase or construction of the Project or the reimbursement for costs of the acquisition or constriction thereof or the refinancing of the indebtedness to be refinanced with the proceeds of the loan and the fulfillment of or compliance with the terms and conditions of the Loan Agreement, the Bond Purchase Contract and the Continuing Disclosure Agreement does not and will not conflict with or result in a material breach of or default under any of the terms, conditions or provisions of any agreement, contract or other instrument, or law, ordinance, regulation, or judicial or other governmental order, to which the Borrower is now a party or it or its properties is otherwise subject or bound, and the Borrower is not otherwise in violation of any of the foregoing in a manner material to the transactions contemplated by the Loan Agreement. (d) There is no litigation or legal or governmental action, proceeding, inquiry or investigation pending or, to the best of our knowledge, threatened by governmental authorities or to which the Borrower is a party or of which any property of the Borrower is subject, which has not been disclosed in writing to the Council and the Bond insurer and which, £f determined adversely to the Borrower, would individually or in the aggregate materially and adversely affect the validity or the enforceability of the Loan Agreement, the Bond Purchase Contract or the Continuing Disclosure Agreement. (e) Any indebtedness being refinanced, directly or indirectly, with the proceeds of the Loan was initially incurred by the Borrower, and the proceeds of such indebtedness have been fully expended, to finance the cost of the Project. Exhibit C -2 We are attorneys admitted to practice law only in the State of Florida and express no opinion as to the laws of any other state and further express no opinion as to the status of interest on the Bonds under either Federal laws or the laws of the State of Florida. Very truly yours, Exhibit C -3 09409mme DEBT SERVICE SCHEDULE Total Debt Date Principal Interest Service 4/1/2007 $ 56,302.40 $ 56,302.40 10/1/2007 $ 70,000.00 123,590.63 193,590.63 4/1/2008 122,190.63 122,190.63 10/1/2008 100,000.00 122,190.63 222,190.63 411/2009 120,190.63 120,190.63 10/1/2009 100,000.00 120,190.63 220,190.63 4/1/2010 118,190.63 118,190.63 10/1/2010 105,000.00 118,190.63 223,190.63 4/1/2011 116,090.63 116,090.63 10/1/2011 110,000.00 116,090.63 226,090.63 4/1/2012 113,890.63 113,890.63 10/1/2012 115,000.00 113,890.63 228,890.63 4/1/2013 111,590.63 111,590.63 10/1/2013 120,000.00 111,590.63 231,590.63 4/1/2014 109,190.63 109,190.63, 10/1/2014 125,000.00 109,190.63 234,190.63 4/1/2015 106,065.63 106,065.63 10/1/2015 130,000.00 106,065.63 236,065.63 4/1/2016 1.02,815.63 102,815.63 10/1/2016 135,000.00 102,815.63 237,815.63 4/1/2017 99,440.63 99,440.63 10/1/2017 145,000.00 99,440.63 244,440.63 4/1/2018 95,815.63 95,815.63 10/1/2018 150,000.00 95,815.63 245,815.63 4/1/2019 92,065.63 92,065.63 10/1/2019 160,000.00 92,065.63 252,065.63 4/1/2020 88,865.63 88,865.63 10/1/2020 165,000.00 88,865.63 253,865.63 4/1/2021 85,462.50 85,462.50 10/I/2021 175,000.00 85,462.50 260,462.50 4/1/2022 81,853.13 81,853.13 1011/2022 180,000.00 81,853.13 261,853.13 4/1/2023 78,140.63 78,140.63 10/1/2023 190,000.00 78,140.63 268,140.63 4/1/2024 74,221.88 74,221.88 10/1/2024 195,000.00 74,221.88 269,221.88 4/1/2025 70,200.00 70,200.00 Exhibit D -1 10/1/2025 205,000.00 70,200.00 275,200.00 4/1/2026 65,971.88 65,971.88 10/1/2026 215,000.00 65,971.88 280,971.88 4/1/2027 61,537.50 61,537.50 10/1/2027 220,000.00 61,537.50 281,537.50 4/1/2028 56,587.50 56,587.50 10/1/2028 230,000.00 56,587.50 286,587.50 4/1/2029 51,412.50 51,412.50 10/1/2029 245,000.00 51,412.50 296,412.50 4/1/2030 45,900.00 45,900.00 10/1/2030 .255,000.00 45,900.00 300,900.00 4/1/2031 40,162.50 40,16150 10/1/2031 265,000.00 40,162.50 305,162.50 4/1/2032 34,200.00 34,200.00 10/1/2032 275,000.00 34,200.00 309,200.00 4/1/2033 28,012.50 28,012.50 10/1/2033 290,000.00 28,012.50 318,012.50 4/1/2034 21,487.50 21,48750 10/1/2034 305,000.00 21,487.50 326,487.50 4/1/2035 14,625.00 14,625.00 10/1/2035 320,000.00 14,625.00 334,625.00, 4/1/2036 7,425.00 7,425.00 10/1/2036 330,000.00 7,425.00 337,425.00 Total $5,625,000.00 $4,607,099.45 $10,232,099.45 *Loan Repayments are due March 20th and September 2011, of each year. Exhibit D -2 EXHIBIT E TO LOAN AGREEMENT FORM OF REQUISI'T'ION CERTIFICATE TO: DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE FROM: CITY OF SOUTH MIAMI, FLORIDA (THE "BORROWER ") SUBJECT: LOAN AGREEMENT DATED AS OF THE IST DAY OF DECEMBER; 2006 This represents Requisition Certificate No. _,_,_ in the total amount of $ for payment of those Costs of the Project detailed in the schedule attached. The undersigned does certify that: 1. All of the expenditures for which monies are requested hereby represent proper Costs of the Project, have not been included in a previous Requisition Certificate and have been properly recorded on the Borrower's books as currently due and owing. 2. The monies requested thereby are not greater than those necessary to meet obligations due and payable or to reimburse the Borrower for funds actually advanced for Costs of the Project. The monies requested do not include retention or other monies not yet due or earned under construction contracts. 3. This requisition is in compliance with Section 5.03 of the Indenture. 4. After payment of monies hereby requested, to the knowledge of the undersigned, there will remain available to the Borrower sufficient funds to complete the Project substantially in accordance with the plans. 5. The Borrower is not in default under the Loan Agreement and nothing has occurred that would prevent the performance of its obligations under the Loan Agreement. Executed this day of _ CITY OF SOUTH MIAMI, FLORIDA By: _ Name: Title: Exhibit E -1 RE: FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006A - LOAN TO THE CITY OF SOUTH MIAMI, FLORIDA Please provide the following information: The Federal ID number for the City of South Miami. 2. How many IRS 8038's have been prepared on behalf of the City of South Miami this year? 3. Will your Mayor or Finance Director sign the IRS form 8038? 4. Verify the full names as used for execution of documents of your Mayor, Finance Director and City Clerk. 5. Has your City Attorney reviewed the form of the opinion attached as Exhibit "C" to the Loan Agreement which he will render at closing? MIAMI DAILY BUSINESS REVIEW PWIIµ000aBy 0xupl5oNNay, SuMeywtl LepNWGtlays Miami. Mivni Da00 Co W ty. FbrMe STATE OF FLORIDA • COUNTY OF MIAMI -DADE: Bar.. the undersigned auteney personalty appeared O.V. FERBEYRE, who on oath says mat he or she Is the SUPERVISOR, Legal Nooses of the Miami Daily Business S.W. fmin Miami R slew, a Bally (except Saturday, Sunday and Lego] Holidays) nowspap.a publishes at Miami in Mimi Dade County, Florida; mot to atlached copy of adveNSement, a, being a Legal Advertisement of Notes M to matter Of CITY OF SOV MIAMI PUBLIC HEARING - NOVEMBER, 2006 main XXXX Court, , was published In said newspaper "a issues of 10/2]/2006 Afgant fuller says mat Me sold Miami Da0y Business Revlaw Is a newspaper plotted d at Miami In said Mi.) -Dade County, Florae and Mat Me said Newspaper has handed. been continuously published in sold Miam4Dado County, Finite, Mat day (.xcopt Saturday, Sunday entl Legal HeIdays) entl has been entered as ressnd Nnse mall matter at me post .flits in Vital Msold Miami -Dnd. County, Pierce, for a eatlod of ona year soar preceding the first publicagon of to attached copy of refattseme 1, and aHlam fuller says mat he or as, has notes paid ear pmmleaa any person, Nm or cos .rafte any discount, rebate, commission or heard for Me purpose of recut i£advaais for publicido. In me said newspapo Be.. to and ssesctlbetl beire me its 27 ddbv&OOCCrOOB�E /Rf/� -/� A.D. 2008 (SEA O.V. FEERBEYRE personally known as me �,m m� Creel HMound Y yMy COmmissbn DDJJ8650 Qmnd` eta ^ °a JUIY f0, 3008 O y y m � 3 m o � o a P m 9 n m � g o �S PX E s? n_ 57 50 m`TO' �S Z o� m P NN Cy z 0o O Ti o ;o bP O pA §n o� v Ss a W c C E 5M N N m m G mac' 51 .: v... v...m...m..:lv...v... ®... 147 r handy guide to this week's 'Best Bets' in TV and cable listings �••• ®• OUR ANNUAL Hwmmwm-am BAZAAR o IS HEREITT INCREDIBLEVENDORSTHISYEAR: e gossip With your grapefruit? Jeweiry,Cerarres Clothing, g, rfts,JuMor Art ling goes better with breakfast than The Miami lRenid, delivered Housewares, Clothing, Crafts &More z 1- 800-441 -0444 Bet Shira Congregation j 7500 SW 120th Street • 305- 238 -2601 RS OP N m COURTESY NOTICE FF TY OF SOUTH MIAMI, FLORIDA i 0 ov ember 28, 2006, beginning at 7:30 p.m., in the City 6 Am j z. Commission Chambers, 6130 Sunset Drive; the City Commission will hold �Public Hearings to consider the following items: j i1beY 24 ... ORDINANCE AUTHORIZING THE NEGOTIATION OF A LOAN IN AN] AGGREGATE AMOUNT NOT TO EXCEED $6,000,000 FROM THE FLORIDA excited to sleep anyway. - MUNICIPAL LOAN COUNCIL; APPROVING THE ACQUISITION, LD CONSTRUCTION AND ERECTION OF CERTAIN CAPITAL PROJECTS; APPROVING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH j THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE EXECUTION s AND DELIVERY OF A BOND PURCHASE CONTRACT; APPROVING THE EXECUTION AND DELIVERY OP A CONTINUING DISCLOSURE AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKING � LOF li SUCH LOAN. J ! L E T S AN ORDINANCE AMENDING THE CITY OF SOUTH MIAMI PENSION PLAN c , ARTICLES 16 -14 BASIC BENEFIT AND ARTICLE 16 -19 CONTRIBUTIONS, COLLCTIVE BARGAINING PROVING q� AGREEMENTS BETWEEN THE CITYH FUSOUTH MIAMI AND RECOGNIZED )A CITY EMPLOYEE LABOR ORGANIZATIONS. 1, AN ORDINANCE RELATING TO A REQUEST TO AMEND THE OFFICIAL ZONING MAP OF THE CITY OF SOUTH MIAMI LAND DEVELOPMENT CODE BY DESIGNATING A SINGLE { FAMILY RESIDENTIAL BUILDING LOCATED AT 6151 SW 63rd TERRACE AS AN "HISTORIC SITE AND BY PLACEMENT OF AN HISTORIC PRESERVATION OVERLAY ZONE( HP -OVI OVER THE EXISTING ZONING USE DISTRICT FOR Tmo PROPERTY. i AN ORDINANCE RELATING TO A REQUESTTO AMEND THE OFFICIAL ZONING MAP OF THECITY OF SOUTH MIAMI LAND DEVELOPMENT CODE BY DESIGNATING A SINGLE i FAMILY RESIDENTIAL BUILDING LOCATED AT 6925 SW sand COURT AS AN HISTORIC 1 g SITE AND BY PLACEMENT OF AN HISTORIC PRESERVATION OVERLAY ZONE- (HP -OV)) OVERTHE EX ISTING ZONING USE DISTRICT FOR THIS PROPERTY. I + AN ORDINANCE AMENDING SECTION 2 -26.10 RELATING TO THE PARKING THE PARKING AND COMMITTEE; PROVIDING FOR TH CONVERSION COMMITTEE INTO A PARKING BOARDS PROVIDING FORFAPPOINTMENT, f/� QUALIFICATIONS, DUTIES, AND TERM, AN 5% with Save 20% with RELATiNGTO THE CITY OF SOUTH MIAMI LAND DEVELOPMENT CODE 85 DESIGNATING THE D.J. RED BUILDING SITE A COMMERCIAL BUILDING LOCATED AT 5850 SUNSET DRIVE AS AN Y BIRD THANKSGIVING HISTORIC SITE AND H PLACEMENT IN AN HISTORIC PRESERVATION OVERLAY ZONE (HP -0tr) OVERTHE EXISTING ZONING USE DISTRICT FORiHIS PROPERTY. ;CIALS WEEKEND COUPONS AN THE CODE OF RELATING ORDINANCES, TO BOARDS AND 'BUDGET ANDFINANEC MMITTE." OF THE CODE OF ORDINANCES, ARDS ED COMMITAND FINANCE COMMITTEE; AMENDING MEMBERSHIP TERM; PROVIDING FOR SEVERABILITY; PROVIDING FOR ORDINANCES IN CONFUCTANO PROVIDING AN EFFECTIVE DATE AM FRIDAY FRIDAY — SUNDAY ONLY AN ORDINANCE PROVIDING LOO A TECHNICAL AMENDMENT TO THE CITY 0- i t - sN(U(nOR ORDINANCE PROVIDING ING FOR ATE CODE, BY AMENDING SECTION 20 (after BAM) GENERAOASOINGRESIDENTIALUZONEE DISTRICTS TIN FOR CORRECT A ,. TECHNICAL ERROR RELATED TO THE MINIMUM DISTANCE A GENERATOR MUST BE FROM ANY WINDOW, DOOR OR OPENING INTO A DWELLING. A RESOLUTION OF THE MAYOR AND On COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO A REQUEST TO ALLOW FOR THE CREATION OF LOTS "1" AND "2' ON PROPERTY SPECIFICALLY LOCATED AT 6240 SW 65TH AVENUE, a - SOUTH MIAMI, FLORIDA WITHIN AN RS -3 "LOW DENSITY RESIDENTIAL ZONING NE VV E S T Bass LeVI'& &DOCI<ERS• - DISTRICT "AS PERMITTED BY PROVISIONS PERTAINING TO WAIVER OF PLAT ASSET 1J 17 OUTLET BY MOST .FORTH IN SECTION 20 -4.2(8) OF THE SOUTH MIAMI LAND DEVELOPMENT CODE AND U T _LE T - SECTION 28 -4 OF THE MIAMI DADE COUNTY CODE; THE PURPOSE OF THE WAIVER OF PLAT IS TO ALLOW FOR THE CONSTRUCTION OF A SINGLE FAMILY HOME ON LOT 1" AND THE CONSTRUCTION OF A SINGLE FAMILY HOME ON LOT "TPROVIDING FOR A LEGAL DESCRIPTION; AND PROVIDING FOR AN EFFECTIVE DATE. 'amsomte Coin an y Stores Nike Factory Store p Abovedems can be inspected in the City Clerk's Office, Monday - Friday during regular toryBrand,Shoes • Welcome Home • Perfumania office hours. ...over 45 brand name storest If you have any Inquiries on the above Items please contact the City Clerk's office at: 305 -. 663- 6326. ALL interested parties are Invited to attend and will be heard. The stores listed are merely representative and not necessarily those participating in this sale. Maria M. Menendez, CIVIC p p - City Clerk PRIMEOUTLETS FLORIDA CITY Pursuant to Fields Statutes 286.0105, the Cry hereby advises the public that 9 a person decides to PRIME any deelsbn made by this Board, Agency or Commimtr,vuh respect to any matterconsidered Intersection of FI Turnpike & USi • 888 - 5451198 neF pVc max "�ed;P stns ata agE reeosd fthepo e¢d and @gthat 9ad hlC R�r' �i�fauseya�sumws�mderasMNnwhm�thee�tietclsti� .�:x.�^�..a>w&:s�.,r�.