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5TilE CITY or 1'1.FASAI"T LIVING To: FROM: DATE: SUBJECT BACKGROUND: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission Steven Alexander, City Manager Agenda Item NO.:£ January 20, 2015 A Resolution authorizing the City Manager to negotiate a multi-year agreement for financial advisory services. On September 24,2012 the City Commission approved Ordinance 18-12- 2134 authorizing the issuance of its Capital Improvement Revenue Refunding Note, Series 2012, in the principal amount not to exceed $5,800,000, for the purpose of refinancing certain of the City's outstanding indebtedness. The refinancing was to provide a present value savings of over $640,000 or 12% of the bonds refunded based upon the 20-year interest rate (3.50%) provided by BB& T. Unfortunately, due to the Metro South lawsuit which was filed a few days prior to the closing of the Series 2012 Note, BB& T decided not to move forward with the loan and the City was unable to refinance. Fortunately, the City has since settled the Metro South lawsuit, at no financial consequence, and interest rates currently appear favorable. It is for this reason that the City is moving forward with pursuing a refinancing of the City's existing debt and seeking approval of the Commission for the required entities to complete the refinance. Furthermore, time-to-time, the City requires the services of a financial advisor on an as needed basis. It is in the best interest of the City to have a financial advisor on contract when the need for financial services arises. Financial services include, but not be limited to, a review the City's current debt covenants and debt ratios, as needed financial advise regarding market conditions and trends, financial products, credit and credit analysis, special facility financing, analysis of evaluations and potential refunding and new money issues, analysis and evaluations of proposed bonds and long-term loans, and, other financial services as requested. To achieve that goal, a Request for Qualifications solicitation was issued for Financial Advisory Services. Three proposals were received and were TilE CITY OF PI.EASANT LlVINC AMOUNT: ACCOUNT: AnACHMENTS: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM reviewed, scored and ranked by a Selection Committee. The Committee was comprised of; Shari Kamali, Assistant City Manager, Alfredo Riverol, Chief Financial Officer, and Kate Reilly, South Miami resident. The Selection Committee recommended First Southwest as the highest ranked respondent for contract negotiations. A summary of the Selection Committee results are below: .... . .. .. Selection I~s~r~da-.. J}iC6rl1ri1ih~{ .' .. HinojosCl'. .;. . : .. Public .. . . First ..... financiaJ.. .... . Sout"w~st . i. ;Mari~~errienf Alfredo Riverol 72 99 94 Kate Reilly 75 100 90 Shari Kamali 85 95 95 TOTAL 232 294 279 RANK 3 1 2 The compensation for the services rendered for financial advisors are classified in two categories: debt transaction and additional agreed upon services. For debt transactions, the firms establish a transactional fee based on different debt issuance levels, with a minimum per transaction amount (i.e. $17,500). The transaction fee is only paid if the actual debt is issued. As for agreed upon services, an hourly rate is established based at the different levels of position; from Senior Vice President (i.e. $210 an hour) and above to clerical/support (i.e. $50 per hour). $0 N/A Resolution Bid Opening Report Proposal, First Southwest Evaluation Selection Committee Score Sheets Demand Star Results RFQ Advertisement Request for Qualifications #FN2014-03 1 RESOLUTION NO: _____ _ 2 A Resolution authorizing the City Manager to negotiate a multi-year 3 agreement for financial advisory services. 4 WHEREAS, City issued a Request for Qualifications for Financial Advisory 5 Services; and 6 WHEREAS, City's received three proposals from qualified, responsive and 7 responsible respondents; and 8 WHEREAS, the proposals were reviewed, scored and ranked by a Selection 9 Committee, comprised of Shari Kamali/Assistant City Manager; Alfredo Riverol/Chief 10 Financial Officer and, Kate Reilly/City resident; and 11 WHEREAS, in accordance with the selection process of the Request for 12 Qualifications, the City Manager may negotiate an agreement with the highest ranked 13 respondent and, If those negotiations are unsuccessful, negotiations will be opened 14 with the next ranked firm, until the successful completion of negotiations and execution 15 of a contract; and; 16 NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF 17 THE CITY OF SOUTH MIAMI, FLORIDA; 18 Section 1. The City Manager is authorized to negotiate an agreement with the 19 highest ranked respondent to the City's Request for Qualifications for financial advisory 20 services for an initial one (1) year term and with four (4) one (1) year renewal options, 21 for a maximum of five (5) consecutive years. If those negotiations with the highest 22 ranked firm are unsuccessful, negotiations may be opened with the next ranked firm, 23 until the successful completion of negotiations and execution of an agreement. 24 Section 2. The City Manager is authorized to enter into an agreement with the highest 25 ranked firm for amounts not to exceed the following schedule of fees: For each debt transaction, the transactional fee (based on $1,000 of par amount) as shown below: Amount of Debt Issued For the first $10,000,000 For the first $10,000,000 For the first $10,000,000 For the first $10,000,000 Page 1 of2 Fee $17,500 $1.00 per $1,000 $.80 per $1,000 $.70 per $1,000 With respect to additional agreed upon services, hourly fees as shown below: Position Senior Vice President & Above Vice President Assistant Vice President Analysis/Associate Clerical/Support Standard Rate (Per Hour) $210 $190 $150 $125 $50 26 Section 3. Should the City move forward with any future agreed upon services 27 which would exceed a total amount of $5,000, the City Manager would seek approval 28 for such services. 29 Section 4. Severability. If any section, clause, sentence, or phrase of this 30 resolution is for any reason held invalid or unconstitutional by a court of competent 31 jurisdiction, this holding shall not affect the validity of the remaining portions of this 32 resolution. 33 Section 3. Effective Date: This resolution shall take effect immediately upon 34 enactment. 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 PASSED AND ADOPTED this _ day of ___ -', 2015. ATIEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION EXECUTION THEREOF CITY ATIORNEY Page 2 of2 APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Liebman: Commissioner Welsh: Commissioner Edmond: MIAMI HERALD I MiamiHerald.com CITY OF SOUTH MIAMI COURTESY NOTICE NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct Public Hearing(s) at its regular City Commission meeting scheduled for Tuesday, January 20, 2015 beginning at 7:00 p.m., in the City Commission Chambers, 6130 Sunset Drive, to consider the following item(s): ( A Resolution authorizing the City Manager to negotiate a multi-year agreemen~ for llnancial advisory services. I An Ordinance amending Section 15B-6 of the Code of Ordinances to provide for waiver of fees and costs and to modify the rules and requirements for the use of City property. ALL interested parties are invited to attend and will be heard. For further information, please contact the City Clerk's Office at: 305-663-6340. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or hearing, he or she will need a record oflhe proceedings, and that for such purpose, affected person 111ay need to ensure thnt a verbatim record of the proceedings is made which record includes the testimony and evidence upon which the appeal is to be based. 12975 SW 6th Street, Miami, FL 33184 www.conchitaespinosa.com Conchita Espinosa Academy is accredited internationally, nationally and regionally by Accreditation International (Ai), National Council for Private School Accreditation, National Independent Private Schools Association, Middle States Association, Southern Association of Colleges and Schools, Association of Independent Schools of Florida, and members of Independent Schools of South Florida. G ~ MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday,Sunday and Legal Holidays Miami,Miami-Dade County,Florida STATE OF FLORIDA COUNTY OF MIAMI-DADE: Before the undersigned authority personally appeared M.ZALDIVAR,whoon oath says that heor she isthe LEGALCLERK,Legal Notices oftheMiamiDaily Business Review f/k/a Miami Review,adaily (except Saturday,Sunday andLegalHolidays)newspaper,published atMiamiinMiami-Dade County,Florida;that the attached copy of advertisement, beingaLegal Advertisement ofNoticein the matter of CITY OF SOUTH MIAMI PUBLIC HEARING -JAN.20,2015 in the XXXX Court, was published in said newspaper in the issues of 01/09/2015 Affiant further says that the said MiamiDaily Business Review isa newspaper published at Miamiin said Miami-Dade County,Florida and that the said newspaper has heretofore been continuously published in said Miami-Dade County, Florida,each day (except Saturday,Sunday and Legal Holidays) and has been entered as second class mail matter at the post office inMiamiin said Miami-Dade County,Florida,fora period of one year next preceding the first publication of the attached copy of advertisement;and affiant further says that heor she has neither paid nor promised any person,firmor corporation any discount,rebate,commission or refund for the purpose of securing this advertisejp^fcfoj^ublication in the said newspaper. Sworntoand subsc/be^before methis ,A.D.2015 '•*«»f****** CITY OF SOUTH MIAMI NOTICEOFPUBLICHEARING NOTICE IS HEREBY given that the City tommis^ion of 1ha City Sf South Miami,Florida Will conduct Public H0af{ng(sfc at Wng* City Commission meeting scheduled for T*^'*Z^g™beginning at 7:00 p.m.,in the City Commission Chambers,6130 Sunset Drive,toconsiderthe following ftem(s): A Resolution authorizing the City Manager to negotiate a An Ordinance amaiWfi«.Si^to providefbrwaiuerWfees atici&lM'IbMmteimm requirements^theu^bfCrlyprdpenVv ALL interested parties areinvited to attendand will beheard. For further information,please coatacl theI City Jerk's Office at 305-663-6340. .Maria M.Wfenendez,CMC CityClerk Pursuant toFlorida Statutes 286.0105,the C^ that if a person decides;to appeal any decision made by tn^Bpara, Agency or Commission with respect to any matter considered at m SeetinffofJne^rtaty*ictiwos^affected.pe^dn ma^i^tDe^ujB^a^wW^ BID OPENING REPORT Bids were opened on: Wednesday. December 17,2014 For: RFO # FN 2014-03 -Financial Advisorv Services COMPANIES THAT SUBMITTED PROPOSALS: /' '1/1. ESTRADA -HINOJOSA INVESTMENT BANKERS v"l. FIRST SOUTHWEST /3. PUBLIC FINANCIAL MANAGEMENT THE ABOVE BIDS HAVE NOT BEEN CHECKED. after: 10:00am THE BIDS ARE SUBJECT TO CORRECTION AFTER THE BIDS HAVE BEEN COMPLETELY REVIEWED. City Clerk: l!1aria 1'1. Ment:',ule z Print Name Witness: J+{?~~ ?fA ~ntNr ;;, I Ir Wjtness:~(2/2$1/~ Print Name Request for Qualifications for Financial Advisory Services, RFQ #FN2014-03 City of South Miami, Florida December 17, 2014 FirstSouthwest~ CONTACTS: Ed Stull, Managing Director, Ed.Stull@firstsw.com Joel Tindal, Senior Vice President, JoeI.Tindal@firstsw.com 450 South Orange Avenue, Suite 460, Orlando, Florida 32801 Phone: 407.426.9611 Fax: 407.426.7835 Member FINRA & SIPe I © 2014 FirstSouthwest FirstSouthwest~ 450 South Orange Avenue, Suite 460 Orlando, Florida 32801 407.426.9611 Direct 407.426.7835 Fax December 17, 2014 South Miami City Hall 6130 Sunset Drive South Miami, Florida 33143 Dear Selection Committee: Edward D. Stull, Jr. Managing Director Joel G. Tindal Senior Vice President On behalf of First Southwest Company ("FirstSouthwest"), we appreciate the opportunity to respond to the City of South Miami's (the "City") Request for Qualifications for Financial Advisory Services. Since 1946, we have served as financial advisor to issuers similar to the City and have gained unique insight into the goals, challenges and opportunities often seen by municipalities throughout the country. We believe that we are the most qualified and capable financial advisor to provide, on an efficient and timely basis, all services described in the City's Request for Qualifications. Understanding of Work to Be Completed. FirstSouthwest is familiar with the City's Scope of Services and is fully capable of continuing our assistance by providing sound advice in the planning, structuring, and timing of a comprehensive plan of finance in connection with the City's capital and operating programs. As a full service firm, we have the in-house capabilities to provide virtually all services that would be requested by the City including traditional financial advisory services, arbitrage rebate and continuing disclosure, asset management, derivative and investment agreement advisory services, strategic consulting and P3 advisory services, corporate finance, and pension and OPEB consulting among others. To that end, we are fully prepared and equipped to provide the full range of services the City seeks including evaluating the City's outstanding debt for potential refunding opportunities in the current market. Our ability to draw upon the vast resources of our firm and national experience will ensure the City receives the best advice and options available. Florida Financing Experience & Experience with the City. FirstSouthwest has served and currently serves numerous municipal issuers throughout the State of Florida as financial advisor, including within the south Florida area. Our previous experience has included the cities of Fort Lauderdale, Hialeah Gardens, Hollywood, Miami, North Miami Beach, and Opa Locka; the Riviera Community Redevelopment Agency; Miami-Dade County; Miami Parking Authority; and the Miami-Dade County Expressway Authority among others. FirstSouthwest currently works with many other Florida issuers including the cities of Sanford, Edgewater, Lake Mary, Palm Coast, Port St. Lucie, Panama City, Inverness, North Port, Punta Gorda, Palm Bay, and Fernandina Beach; the Counties of Charlotte, Citrus, Lake, Seminole, Martin, Escambia, Bay, Indian River and Okaloosa; the Peace River/Manasota Regional Water Supply Authority; the Tampa-Hillsborough Expressway Authority; and the Florida Gas Utility among many others. In addition to our experience throughout the State of Florida, FirstSouthwest has direct experience with the City itself. Since being selected as financial advisor to the City in 2010, FirstSouthwest provided financial expertise and assistance to the City in the development of a comprehensive plan to refund certain existing debt that was the focus of an IRS settlement agreement. In addition, FirstSouthwest continued to provide additional expertise to the City in the evaluation of refunding savings opportunities based upon then current market conditions. We are fully capable and willing to continue to provide the requested services to the City on a timely and efficient basis. National Financial AdviSOry Experience. FirstSouthwest has amassed a wealth of knowledge and experience in all types and roles of municipal financing. According to MuniAnalytics, for the three-year period ending November 30, Qualifications to Provide Financial Advisory Services 2014, First Southwest served as financial advisor on the most debt issues in the nation, 2,555 transactions, totaling $93.40 billion par amount -22 of these transactions were for Florida issuers, totaling $3.51 billion par amount. Local Presence and Commitment to Florida Issuers. FirstSouthwest has maintained an office in the State of Florida since 1987 and currently has offices in Aventura and Orlando. We understand the nature of the work the City seeks, and believe that we are able to provide additional benefit to the City by maintaining a branch office within Miami-Dade County that includes members of our proposed financial advisory team. Accountability and Transparency. FirstSouthwest believes that when an issuer is selecting a financial advisor, accountability and transparency are paramount. As a broker/dealer, FirstSouthwest is subject to the rules and regulations of various governmental bodies such as the U.S. Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority ("FINRA"), among others, and we adhere to the rules of the Municipal Securities Rule Making Board ("MSRB"). Financial reform is taking place in the municipal marketplace, and all financial advisory firms will come under greater regulatory supervision. Compliance to SEC and other rule-making entity mandates is expensive, time consuming and requires focus, time and effort by regulated companies. FirstSouthwest has the infrastructure already in place to stay fully compliant to such rules and regulations so the City can be assured that our focus on the City's needs will not be diverted. Capital Markets Expertise. As a leading financial advisor to municipalities throughout the country, FirstSouthwest has been providing expert guidance to our clients in every transaction that we have served as financial advisor. Because our firm provides a full-line of services and capital markets expertise, we are able to provide a perspective that many of our competitors cannot. An extraordinary benefit of utilizing FirstSouthwest as financial advisor is the expertise during the sale process of bonds on either a competitive or negotiated basis, and assurance that interest rates are set at correct levels. FirstSouthwest provides our financial advisory clients with first hand market information directly from our own capital markets professionals, which is expertise unmatched by other financial advisors who do not have a true capital markets group. FirstSouthwest, on average, is involved on more than 20 debt transactions per week, and access to direct, accurate market information is imperative in today's environment. We can cite numerous examples where our capital markets group has provided valuable information and recommendations that ultimately led to the lowest possible cost of borrowing for our client. Business Philosophy. We are client driven -not product driven. Our business philosophy is simple: our clients' goals are our goals, and by providing them with access to our wealth of resources and experience firm wide while continuing to develop new resources, we are able to better meet our clients' needs. This philosophy is achieved by way of our team concept, whereby our professionals work collaboratively in an environment that attracts and retains talented professionals across the country. The team approach provides a higher level of experience, proficiency, and client service by matching our individual talents to the tasks at hand. As a Managing Director and a Senior Vice President of the firm, we are able to negotiate, bind, and commit the firm's resources. Our contact information, including address and phone number, is noted above on the company letterhead. Should you have any questions regarding our response or require additional information, please contact us at 407.426.9611. Sincerely yours, Edward D. Stull, Jr. Managing Director firstSouthwest~ Joel G. Tindal Senior Vice President Edward Stull, Managing Director Joel Tindal, Senior Vice President 407.426.9611 rfl South Miami Table of Contents D. Firm Overview ......................................................................................................................................... 1 E. Personnel and References .................................................................................................................... 3 F. Other Relevant Financing Experience ................................................................................................ 16 G. Long-term Strategic Financial Planning Experience ........................................................................ 17 H. Tax-Exempt New Money Product Experience ................................................................................... 18 I. Taxable Financing Experience ............................................................................................................. 19 J. Advance and Current Refunding and Refinancing Experience ....................................................... 21 K. Market and Pricing Information .......................................................................................................... 23 L. Disciplinary Actions ............................................................................................................................. 29 APPENDIX A Required Forms firstSouthwest ~ Table of Contents Page Ii Member FINRA & slPe I © 2014 FirstSouthwest D. Firm Overview State the full legal name and organizational structure of the firm. Describe the ownership structure of your firm, including your firm's affiliation with any financial institution(s). State the location ofthe office that will be serving the City including mailing address and telephone numbers. a. Name of Firm submitting the proposal. b. Name and title of individual responsible for proposal. c. Mailing address. ~: !f:lIf:lp!'()I1f:l_IlI1~ fl:lc::;JrT1i!f:l_l1u~rT1~f:l~~ ____ ____ _ __ Legal Name: First Southwest Company Firm Overview FirstSouthwest is a diversified investment banking firm focused on one mission: to provide superior financial advisory and related services to public entities in Florida and nationwide. FirstSouthwest is confident that our 68 years of experience with providing financial advisory services to issuers oftax-exempt and taxable debt, along with our extensive analytical and human resources will provide the full scope of financial advisory services the City of South Miami (the "City") seeks. Founded in 1946 403 Employees Firm Wide 25 Offices in 14 States 150 Employees in Public Finance FIFTEEN "Deal of the Year" Awards Reliable, Firsthand Market Information #1 Financial Advisor in the Nation for 2013* #1 Financial Advisor in the Nation to Cities* • Source: Ipreo MuniAnalytics (Ranked by Number of Issues from 2009-2013. unless specified otherwise) Financial Advisor since 1946 Since inception, we consistently have been ranked as a leading financial advisory firm nationally based on both number of issues and par volume. The following table demonstrates our activities in the role as financial advisor in the last decade alone. FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest A Decade as Financial Advisor FirstSouthwest's National Experience Source: Ipreo MuniAnalytics Year Par Amount Number of Issues ($ BiI) Issues 2013 26.52 831 2012 31.72 882 2011 25.45 817 2010 33.37 873 2009 27.22 744 2008 24.59 708 2007 35.25 910 2006 22.76 876 2005 22.74 896 2004 17.08 792 TOTAL I $266.7 Billion 8,329 Issues Personnel & Public Finance Focus FirstSouthwest currently employs just over 400 staff members firm-wide. With approximately 150 public finance employees as of2014, FirstSouthwest's Public Finance Department has been the mainstay of our growth. Each of FirstSouthwest's branch offices and approximately 40% percent of total staff firm-wide are dedicated almost exclusively to public finance banking. Approximately 50% of total personnel are dedicated to public finance when sales and underwriting personnel are included. FirstSouthwest's commitment to serving public issuers and expertise in the areas of public finance should enable our team to provide valuable insights and advice when it comes to making decisions regarding the City's financial needs. Full Service Approach and Capabilities At FirstSouthwest, we organize our Public Finance Department by industry, region, and product, giving us a focus group for nearly every type of public entity. Ancillary services further support our financial advisory practice: capital markets, asset management, structure finance, corporate finance, and pension and OPEB advisory among others. All areas of our firm will support our Finance Team as necessary when providing financial advisory services to the City. Page 11 Expertise Across Sectors & Types FirstSouthwest has served as financial advisor to municipal issuers on virtually all types of municipal financings. The collective experience of our firm extends to the issuance of many different types of municipal debt, including but not limited to: • General Obligations • Special Tax • Non-Ad Valorem • COPs • Water & Sewer • Airport Revenue • Toll Road Bonds • Rapid Transit • Solid Waste • Special Tax Bonds • Housing • Revolving Funds • Student Loan • Healthcare • Higher Education • Ports • School District • Public Power • Convention Center/Hotel • Industrial Revenue Bonds • Lease Purchase Bonds • Limited Tax • Special Districts • Fixed Rate Bonds • Variable Rate Bonds • Mortgage Revenue Bonds • Refunding Bonds • Synthetic Structures • Forward Delivery • Taxable Bonds • VRDOs • FRNs • Tax Increment Financing • Commercial Paper • ARRA Instruments • Tax Anticipation Notes • Revenue Anticipation Notes • Bond Anticipation Notes • Grant Anticipation Notes • Loans • Leases • Pooled Programs As financial advisor, the scope of services we offer is entirely comprehensive, constantly evolving, easily adaptable, and truly unmatched by that of other firms. We provide analysis of the costs/benefits of different pricing and structuring options, including fixed rate versus variable rate; taxable versus tax-exempt versus AMT or a combination thereof; private placement versus letter of credit backed; callable versus non- callable; par versus premium or discount; pooled financings versus stand-alone, among countless other considerations. National Reach with Florida Expertise FirstSouthwest is headquartered in Dallas, Texas, and maintains 25 offices in 14 states. FirstSouthwest offers the resources, experience, and market expertise of a FirstSouthwest~· Member FINRA & sIPe I © 2014 FirstSouthwest ~ SouthrMiami national firm to a broad cross-section of governmental borrowers in every region and market sector. FirstSouthwest has maintained an office in the State of Florida since 1987. Currently, FirstSouthwest employs six public finance professionals in addition to support personnel in the Florida offices, and our professionals in the A ventura and Orlando offices will provide substantial support to the City in the engagement. Advantages of a Local Presence. FirstSouthwest's presence in the State of Florida provides distinct advantages to the City, including: • Commitment of local support to the City, offering readily available resources. • In-depth knowledge of Florida issuers, providing expertise that rivals that of any other firm. • Familiarity with entities with which the City will need to associate. Our experience is constantly being built upon by participating in a multitude of public finance engagements for state, county, and city-level issuers within Florida, providing invaluable experience that will aid and benefit the City when securing funding for its infrastructure needs. The following map illustrates FirstSouthwest's office locations throughout the United States and in Florida. FirstSouthwestFootprint .250ffi:elocationsII114s1atl"s {4 S Office LocatiOns WIth Saw.; . Tracing or lInaerwn\ll'.g Profe$sl{)l\als Still!!! In whlCll Fir~tSoct"WI!51 has candll:ted bu&'n&ss 11$ underwnter. ronaoclal ad'ol$-Of or~atem(lnt aganl (2008_13) Office Locations to Serve the City Mssrs. Edward Stull and Joel Tindal, both with extensive experience serving Florida governmental entities, will lead the project team as Co-Project Managers. The Co-Project Managers are responsible for this proposal and will also be responsible for the coordination of all services provided to the City. They will call upon the expertise of other personnel Page 12 throughout the firm as necessary to ensure that the City's needs are fully addressed. Co-Project Managers Engagement Manager Edward Stull, Managing Director Day-to-Day Contact Joel Tindal, Senior Vice President Office Location 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 407.426.9611 (p) 1407.426.7835 (f) In addition to our Co-Project Managers, FirstSouthwest's proposed team includes staff located in our Aventura, Florida office located within Miami- Dade County. Ownership Structure First Southwest Company, First Southwest Asset Management, Inc. and FSW Advisory Services, Inc., all Delaware corporations, are wholly-owned subsidiaries of First Southwest Holdings LLC, which is a wholly- owned subsidiary of Plains Capital Bank. PlainsCapital Bank is a wholly-owned subsidiary of PlainsCapital Corporation, which is wholly-owned by Hilltop Holdings Inc. On April 1, 2014, Hilltop Holdings Inc. ("Hilltop"), the ultimate parent company of First Southwest Company ("FirstSouthwest"), entered into a definitive merger agreement with SWS Group, Inc. ("SWSG"), the parent company of Southwest Securities, Inc., providing for the merger of SWSG with and into Hilltop. The merger is subject to customary closing conditions and is expected to be completed prior to the end of2014. See the following ownership structure ofthe firm. FirstSouthwest~ Member FINRA & slPe I © 2014 FirstSouthwest ~ South~Miami National Financial Advisory Presence FirstSouthwest consistently ranks among the top financial advisors in the nation for number of transactions. During the past three years, FirstSouthwest provided financial advisory services on 2,555 issues totaling $93.40 billion par volume. Such level of participation in the public finance arena ranks us as the number-one firm for number of issues and number-two for par volume, as seen in the following ranking table. The ranking tables below illustrate how FirstSouthwest compares to other firms in several ofthe areas of interest to the City. Financial Advisory Ranking Overall -Number of Transactions 12/1/2011 to 11/30/2014 Source: Ipreo MuniAnalytics 2,555 !FirstSouthwest liP"", ,;, .... 2.478 Fiscal Adv & Mkt 1,385 Ehlers 1,112 I . i Capital Markets Adv l 905 Financial Advisory Ranking City-Level Transactions 12/1/2011 to 11/30/2014 Source: Ipreo MuniAnalytics I I Public Fin Mgmt FirstSouthwest I Ehlers I Capital Markets Adv I UniBank Fiscal Adv , 748 134 429 394 1,291 L __ •• __ , __ ~ __ ._, __ ~ ___ • ________ • __ ._.~. __ . ___ • __ • __ ._. ___ • ______ _ E. Personnel and References Identify the primary individuals who will provide services to the City with regard to the day-to-day relationship with the City and include a brief resume for each of the primary individuals including licenses and certifications held by those individuals. Provide a list of five clients the firm has worked with in the Page 13 last 36 months. Indicate the firm's experience with clients within the State of Florida and provide a brief description of the type of services provided as well as the names, titles, addresses and telephone numbers of those primarily responsible for the account. In addition to the day-to-day relationship, please provide information regarding the firm's and individual's experience with transactions which are similar to financings contemplated by the City (i.e. taxable or tax-exempt new money issues, variable rate financings, commercial paper, etc.) If the firm and/or individuals have experience with transactions within the State of Florida, please include those clients as references. Project Management FirstSouthwest offers a staff of experienced and skilled professionals for its engagement with the City. We employ professionals with diverse specializations so that our internal resources can meet the financial needs of the City. To maximize this most important quality of our firm, FirstSouthwest asserts a "team philosophy," whereby we make all efforts to call upon the most qualified personnel to assist with every aspect of a given financing. Because of our team approach, the City can expect a higher level of customized service from FirstSouthwest. Ed Stull, Managing Director in our Orlando office with more than 28 years of experience serving issuers in the State of Florida, will serve as Co-Project Manager for our engagement with the City along with Joel Tindal, Senior Vice President in the Orlando office. Mr. Tindal has over 9 years of experience serving municipal issuers throughout the State of Florida, including the City of South Miami. Since being selected as financial advisor to the City in 2010, Mr. Tindal provided financial expertise and assistance to the City's finance team and legal counsel in the development of a comprehensive plan to refund certain existing debt that was the focus of an IRS settlement agreement. In addition, he continued to provide additional services to the City in the evaluation of refunding savings opportunities based upon prevailing market conditions. The City can be confident that our proposed Co-Project Managers will continue to provide the expertise and assistance that the City seeks. By acting as an extension ofthe City's staff, Mssrs. Stull and Tindal will coordinate the efforts of FirstSouthwest's analytical and specialized staff while communicating our efforts to the City. Through our team approach, FirstSouthwest's Co-Project managers FirstSouthwest~ Member FINRA & slPe I © 2014 FirstSouthwest will ensure that the City receives the available resources and continuous availability throughout our engagement. Team Organization Proposed Finance Team Co-Project Managers 1 Engagement Manager! Edward Stull, Jr. Managing Director Orlando Office 28-Years License: Series 7, 53, 63, 79 i Day.to-Day Contact Joel Tindal Senior Vice President Orlando Office 9-Years License: Series 7, 63, 79 Senior Support Lakshmi McGrath Vice President Aventura Office 16-Years License: Series 7, 63, 79 Analytical Support Andrew Mazlin Analyst Orlando Office 3-Years License: Series 7, 63 Structured Products Richard Konkel Senior Vice President Dallas Office 9-Years License: Series 7, 63, 79 Bond Pricing Support Long-Term Pete Stare Managing Director Dallas Office 39-Years License: Series 7, 53, 63 Mark Galvin Senior Vice President Orlando Office 30-Years I License: Series 7, 52, 63, 79 Credit Specialist Angela Kukoda Senior Vice President Dallas Office 20-Years License: Series 52, 63 Investment Management Scott Mcintyre Senior Vice President Austin Office 16-Years License: Series 7, 24, 63, 65 Bond Pricing Support Short-term Donna Ciccimarro Senior Vice President New York Office 27-Years License: Series 7, 63 On the following pages, we include resumes of the Co- Project Managers in addition to the additional experts assigned to the City's project team. Page 14 Resumes Areas of Focus Edward D. Stull, Jr. Managing Director 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 ed.stull@firstsw.com Specializes in the areas of cities; counties; water, sewer and storm water utilities; special assessments; CRAs; transportation and toll financing; and not-for-profit organizations Profile • More than 28 years' experience in banking and public finance • Joined FirstSouthwest in 2001 • Has served as banker on over $15 billion in municipal transactions, including fixed and variable rate municipal bonds, private placements, and interest rate swaps • Has provided services for issuers such as the Cities of North Port, Venice, Punta Gorda, Oviedo, Fort Lauderdale, Port St. Lucie, Palm Bay, North Miami Beach, Bay Harbor Islands, Miami and Fernandina Beach, Florida; the counties ofIndian River, Martin, Sarasota, Taylor and Lake; Tampa- Hillsborough County Expressway Authority; New Jersey Turnpike Authority; Rhode Island Turnpike and Bridge Authority; Orlando-Orange County Expressway Authority; Oklahoma Turnpike Authority; New York State Thruway Authority; Illinois State Toll Highway Authority; Buffalo and Fort Erie Public Bridge Authority (Peace Bridge); Miami-Dade County Expressway Authority; and the Florida Ports Financing Commission • Prior to joining FirstSouthwest, Ed served as a relationship manager with SunTrust Bank where he specialized in providing direct bank loans, letters of credit, liquidity facilities, investments, cash management and interest rate hedging products to a variety of clients in the governmental and institutional markets FirstSouthwest~· Member FINRA & slPe I © 2014 FirstSouthwest rj1 South~Miami Accomplishments • Has participated in over $15 billion in municipal and tax-exempt transactions • In 2003, Ed served as the lead financial advisor on the $1.07 billion financing for the Orlando-Orange County Expressway Authority, a complex financing that received recognition as The Bond Buyer's "Deal of the Year" as one of the 1 0 most innovative deals in the country for 2003 Education • Bachelor of Science in Finance, University of Florida Current Affiliations • International Bridge, Tunnel and Turnpike Association • Florida Citrus Sports Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Joel G. Tindal Areas of Focus Senior Vice President 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 joel.tindal@firstsw.com Specializes in public finance Profile • Joined First Southwest in 2005 • Provides financial advisory services to municipal issuers throughout the State of Florida including providing quantitative financial analysis, modelling proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency and bond insurer presentations, obtains credit enhancement, and contributes to the general processing of financings for numerous clients Page 15 • Has provided services for issuers such as the cities of Fort Lauderdale, Palm Bay, Punta Gorda, South Miami, Venice; the counties of Bay, Charlotte, Escambia, Sarasota; the Florida Ports Financing Commission, Gasparilla Island Bridge Authority, Orlando Orange County Expressway Authority, Miami-Dade County Aviation Department, and Riviera Beach Community Redevelopment Agency among many others • Participated in over $6 billion in municipal transactions including fixed and variable rate municipal bonds, loans, and interest rate swaps Education • Bachelor of Science in Business Administration majoring in Finance, University of Florida Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Areas of Focus Lakshmi McGrath Vice President 18851 NE 29th Avenue, Suite 520 Aventura, Florida 33180 Telephone: 305.819.8886 lakshmi.mcgrath@firstsw.com Specializes in public finance Profile • Joined First Southwest in 1998 • Has been in the municipal business since 1987 • Serves as financial advisor to issuers including Miami International Airport, Miami-Dade County Expressway Authority, Housing Finance Authority of Lee County, and other South Florida issuers • Provides quantitative financial analysis, models proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency and bond insurer presentations, obtains credit enhancement, and oversees the general processing offinancings FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest Sout~iami • Involved in more than $6 billion in new money, refunding, variable rate debt issuances, and over $2 billion in commercial paper transactions • Previously served as the lead banker in a wide array of financings for Florida issuers, including utility systems, ad valorem and non-ad valorem issues, and many other types of general governmental financings, as well as many financings in specialized sectors such as housing, transportation, and healthcare • Previously served as Vice President in the Corporate Trust department at First Union National Bank and administered a large diverse portfolio of bond issues for major Florida and Georgia issuers (specialization in Housing) • Has more than 16 years of banking, trust operations and administration experience in both. corporate and consulting environments • Has worked for the First Union National Bank, Federal Reserve Bank of Atlanta/Miami Branch, Southeast Bank, N.A., Bradford Trust, FIDATA Trust, Wall Street Trust, and Bank of New York (which acquired Wall Street Trust). Education • Bachelor's degree in Mathematics, Rutgers University Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 (continued to next page) Page 16 Mark P. Galvin Senior Vice President 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 mark.galvin@firstsw.com Areas of Focus Specializes in general municipal finance, utilities, higher education and non-for-profits Profile • Joined FirstSouthwest in 2002 • Has more than 30 years of investment banking and financial advisory experience • Has provided services for issuers such as the cities of Deltona, Edgewater, Haines City, Lake Mary, Mascotte, New Smyrna Beach, Ocoee, Orlando, Oviedo, Palm Coast, Sanford, South Daytona, Tavares; the counties of Citrus and Okaloosa; Florida A&M University, University of Central Florida, University of North Florida, Florida Community Services Corporation of Walton County, Florida Gas Utility, Florida PACE Funding Agency, Orlando-Orange County Expressway Authority, Pace Water Authority, and Tohopekaliga Water Authority. • Knowledgeable in all aspects of municipal finance including: utility bonds, certificates of participation, general obligation bonds, higher education and healthcare financings, airport revenue bonds, storm water, and general infrastructure financings Education • Bachelor of Science in Business Administration, University of Central Florida • Master of Business Administration, University of Central Florida Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 FirstSouthwest~· Member FINRA & SIPe I © 2014 FirstSouthwest ~ South Miami o Investment Banking Representative, Series 79 Areas of Focus Andrew A. Mazlin Analyst 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 Andrew.Mazlin@firstsw.com Specializes in technical and analytical investment banking services for a variety of clients Profile • Joined FirstSouthwest in 2011 • Responsible for client, project and analytical support for each engagement • Has provided analytical services to issuers such as the Town of Bay Harbor Islands, the cities of Edgewater, Fort Lauderdale, Hialeah Gardens, North Miami Beach, Ocoee, Panama City, Palm Coast, Sanford, Tavares; and the counties of Bay, Escambia, Lake, Martin and Okaloosa • Assists with bond sizing, spreadsheet modeling, refunding analyses, interest rate swap analyses, and documentation review for debt offerings Education • Bachelor of Literature, Science & Arts in Economics, University of Michigan Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 Areas of Focus Angela M. Kukoda Senior Vice President 325 N. St. Paul Street, Suite 800 Dallas, Texas 75201 Telephone: 214.953.4003 angela.kukoda@firstsw.com Head of Public Finance Credit and Research Page 17 Profile • Joined FirstSouthwest in 2010 • Assists in structuring transactions and introducing new credits to the market • Provides regular feedback to rating agencies on criteria and analytic approaches • Experience and expertise in broad range of sectors, including state and local government general obligation and appropriation-backed debt, municipal utility, special tax, and transportation (airport, seaport, toll road, mass transit, and rental car facility) • Issuers covered include Atlanta, GA (general obligation, water and sewer and airport); Bay Area Rapid Transit; Dallas, TX (general obligation); Dallas Area Rapid Transit; Dallas-Fort Worth International Airport; Detroit, MI; Kansas City, MO (airport); Miami-Dade County (airport, seaport and solid waste); Miami-Dade Expressway Authority; Oakland, CA; North Texas Tollway Authority; Port of Houston Authority; Sacramento, CA and University of Houston • 'Author oftwo FirstSouthwest white papers • Prior to joining FirstSouthwest, was senior analyst with a municipal bond insurer responsible for underwriting all transportation credits and Puerto Rico names; and did sell-side research for a prominent Wall Street firm • Began career at Standard & Poor's (seven years), covering high-profile credits and state-level issuers throughout the U.S. Education • Master's Degree in International Economics, Columbia University School of International and Public Affairs • Bachelor of Arts in Political Science, New York University, Phi Beta Kappa Current Affiliations • National Federation of Municipal Analysts, Board of Governors • Southern Municipal Finance Society, Board of Directors • American Association of Port Authorities Finance Committee Licenses Held FirstSouthwest~· Member FINRA & sIPe I © 2014 FirstSouthwest r:n SouthiMiami • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 Richard A. Konkel Senior Vice President 325 North St. Paul Street, Suite 800 Dallas, TX 75201 214.953.4020 richard.konkel@firstsw.com Area of Focus Structured finance specialist focusing on municipal investment products, municipal derivatives and related technology products Profile • Has 14 years of combined experience in public finance and technical project management for financial services, insurance, healthcare and transportation/logistics industries • Joined FirstSouthwest in 2007; previously at Stifel Nicolaus • Responsibilities include providing analytical solutions for fair market valuation of derivatives, GASB/F ASB consulting and credit surveillance, among others Education • Master of Business Administration, Crummer Graduate School of Business, Rollins College • Bachelor of Science in Mathematics, Florida State University Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 (continued to next page) Page 18 Areas of Focus Scott D. Mcintyre, CFA Senior Vice President and Senior Portfolio Manager 300 West Sixth Street, Suite 1940 Austin, TX 78701 Telephone: 800.575.3792 scott.mcintyre@firstsw.com Specializes in investment consulting and portfolio management for local governments Profile • Joined FirstSouthwest in 1998 as Senior Portfolio Manager • Is the primary manager of FirstSouthwest Asset Management's Investment Management Division and oversees the daily operations of the group • Develops economic and interest rate outlook • Determines appropriate investment policies and strategies for fixed income clients. • Reviews client revenue and expense cash flows • Analyzes investment alternatives and calculates relative value of individual securities • Presents various investment options to clients • Purchases investment securities on a competitive basis • Reviews monthly and quarterly reports • Evaluates policy compliance and account performance • Past experience includes market and securities analysis, management of the mortgage-backed securities portfolio and active trading of short Treasury positions Education • Bachelor of Science in Management, Texas State University Current Affiliations • CF A Institute • Association for Financial Professionals • Austin Society of Financial Analysts • Government Treasurers Organization of Texas Licenses and Designations FirstSouthwest Member FINRA & SIPe I © 2014 FirstSouthwest • Chartered Financial Analyst (CFA) designation from the CF A Institute • Certified Treasury Professional (CTP) designation from the Association for Financial Professionals • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Principal, Series 24 o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Investment Adviser, Series 65 Peter B. Stare Managing Director 325 North St. Paul Street, Suite 800 Dallas, Texas 75201 Telephone: 214.953.4040 peter.stare@firstsw.com Area of Focus Long-Term Underwriting of municipal bonds Profile • Joined First Southwest in 1996 • Responsible for the negotiated underwriting efforts of both tax-exempt and taxable municipal issues • Has been involved in the securities industry since 1974 in the areas of sales, trading, underwriting, and portfolio management • Worked with several regional and nationally recognized firms managing their trading desks, municipal bond departments, and investment divisions Education • Bachelor of Business Administration, Southern Methodist University Past Affiliations • The Municipal Advisory Council of Texas, board member • Municipal Bond Clubs of Dallas and Houston, president Page 19 Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 Areas of Focus Donna Ciccimarro Senior Vice President 485 Madison Ave, Suite 1800 New York, NY 10022 Telephone: 212.474.8823 donna.ciccimarro@firstsw.com Tax-exempt money market trading and underwriting Profile • Joined FirstSouthwest in May 2009 • Has worked in the municipal securities industry for 27 years • Previously worked at JPMorgan where she managed and traded the tax-exempt and taxable municipal CP portfolio authorized at more than $14 billion • Worked as a senior institutional salesperson, distributing tax-exempt money market products to many of the largest domestic money fund customers and corporations • Worked with issuer clients including the City of Houston, New York City Municipal Water, University of Texas, Texas Public Finance Authority, Harvard University, University of California, City Public Service of San Antonio, South Carolina Public Service, JEA, San Antonio Water, the State of California, NYS Power Authority, Texas A&M, and Stanford University • Began her career in the municipal industry at Merrill Lynch where she was a trader and underwriter in the short-term group, managing $13 billion portfolio of variable rate products comprised of weekly and daily VRDBs, tax- exempt commercial paper, and put bonds • Served as a municipal marketing specialist to the retail sales force, analyzing municipal bond portfolios and making recommendations pertaining to individual investors' specific needs FirstSouthwest~ Member FINRA & slPe I © 2014 FirstSouthwest Education • Bachelor's degree in English Education, Monmouth University; Cum Laude Current Affiliations • Municipal Bond Women's Club of New York, President Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 (continued to next page) Page 110 rj1 South rMiami References The members of First Southwest's proposed finance team have provided financial advisory services for the following Florida clients in the past 36 months. Issuer Client Contact Description & Primmy FirstSouthwest Contacts City of Punta Gorda, Florida City of Fort Lauderdale, Florida City of Palm Bay, Florida ...• :;;j Palm Bay Port St. Lucie, Florida Martin County, Florida Mr. David Drury Finance Director 326 W. Marion Ave Punta Gorda, FL 33950 (941) 575-3336 Ph ddrury@ci . punta-gorda. fl. us Mr. Lee Feldman City Manager 100 N. Andrews Avenue Fort Lauderdale, FL 33301 (954) 828-5013 Ph lfeldman@fortlauderdale.gov Ms. Yvonne McDonald Finance Director 120 Malabar Road S.E. Palm Bay, FL 32907 (321) 953-8937 Ph mcdony@palmbayflorida.org Mr. Ed Fry Finance Director 121 S.W. Port St. Lucie Blvd Port St. Lucie, FL 34984 (772) 871-5191 Ph ~cityofpsl.com Ms. Taryn Kryzda County Administrator 2401 S.E. Monterey Road Stuart, FL 34996 (772) 288-5939 Ph tkryzda@martin.fl.us Services Provided: Financial Advisor Client Since: 2012 Within the last 36 months: Assisted in over $20 million of bank loan refundings, and strategic consulting services for the City and its CRA FirstSouthwest Contact(s): Joel Tindal & Edward Stull Services Provided: Financial Advisor, Bidding Agent Client Since: 2011 Within the last 36 months: Assisted in over $524 million of Taxable Special Obligation Bonds and Water & Sewer Revenue Refunding Bonds FirstSouthwest Contact(s): Edward Stull & Joel Tindal Services Provided: Financial Advisor, Swap Advisory & Continuing Disclosure Client Since: 2005 Within the last 36 months: Assisted in over $86 million of Taxable Special Obligation Bonds, Local Option Gas Tax Notes and Utility System Refunding Notes. FirstSouthwest Joel Tindal & Edward Stull Services Provided: Financial Advisor Client Since: 2012 Within the last 36 months: Assisted in over $153 million of Special Assessment, General Obligation, Public Service and Utility financings. FirstSouthwest Contact(s): Edward Stull & Joel Tindal Services Provided: Financial Advisor, Continuing Disclosure, Arbitrage Rebate & Investment Management Client Since: 2005 Within the last 36 months: Assisted in over $43 million of Utility System Notes and Capital Improvement Revenue Notes. FirstSouthwest Contact(s): Edward Stull & Joel Tindal In addition to those listed in the previous table, our finance team has been involved in most of the firms transactions that occur in Florida, either as members of the assigned finance team or as support. A list of financial advisory transactions for which FirstSouthwest has provided services in Florida in the past 36 months is included below in addition to the primary FirstSouthwest team members involved. FirstSouthwest~ Page 111 Member FINRA & slPe I © 2014 FirstSouthwest ~ South~Miami Florida Transaction Experience Over the Past 36·Months Par p. Sale Date Issuer Issue Description Amount B n~ary( ) ($ in mils) an er s 12/3/2014 Miami Dade Co Aviation Aviation Revenue Refunding Bonds, Series $162.23 Randy Topell Department 2014B (Non-AMT) Joel Tindal 12/3/2014 Miami Dade Co Aviation Aviation Revenue Refunding Bonds, Series $598.92 Randy Topel! Department 2014A(AMT) Joel Tindal 11/18/2014 City of Fort Lauderdale Water and Sewer Revenue Refunding Bonds, $121.52 Ed Stulll Series 2014 Joel Tindal 11/14/2014 City of Hollywood Water and Sewer Refunding Revenue Bonds, $47.16 Ed Stulll Series 2014 Joel Tindal 11/13/2014 Okaloosa County Sales Tax Revenue Bonds, Series 2014 $22.17 Mark Galvin 10127/2014 City of Port St. Lucie Utility System Refunding Revenue Bonds, Series $29.59 Ed Stulll 2014 Joel Tindal 9/25/2014 UCF Convocation UCFCC Refunding Certificate of Participation, $58.93 Mark Galvin Corporation Series 2014B 9/25/2014 Escambia County Capital Improvement Revenue Note, Series 2014 $8.50 Gary Akersl Joel Tindal 9/2312014 Citrus County Capital Improvement Revenue Note, Series $2.00 Mark Galvin 2014A 9/23/2014 Citrus County Capital Improvement Revenue Note, Series $0.82 Mark Galvin 2014B 9/23/2014 Citrus County Capital Improvement Revenue Note, Series $1.33 Mark Galvin 2014C (Taxable) Miami-Dade County Toll System Revenue & Refunding Bonds, Series Lakshmi 9/18/2014 $266.43 McGrath/Randy Expressway Authority 2014B Topel 9/16/2014 City of Port St. Lucie Public Service Tax Revenue Bonds, Series 2014A $13.53 Ed Stulll Taxable Joel Tindal 9/16/2014 City of Port St. Lucie Public Service Tax Revenue Bonds, Series 2014B $19.78 Ed Stulll Recovery Zone Facility Bonds Joel Tindal 9/15/2014 City of New Smyrna Beach General Obligation Refunding Note, Series 2014 $10.60 Mark Galvin 9/15/2014 City of New Smyrna Beach Capital Improvement Refunding Revenue Note, $6.14 Mark Galvin Series 2014 Peace RiverlManasota Utility System Refunding Revenue Bond, Series Gary Akersl 8/2512014 Regional Water Supply $27.39 Authority 2014A Joel Tindal 8/19/2014 Okaloosa County Sales Tax Bond Anticipation Note, Series 2014 $6.00 Mark Galvin 8/19/2014 Bay County Taxable Series 2014A Revenue Note $0.64 Gary Akersl Joel Tindal 8/1812014 City of Deltona Utility System Bond Anticipation Note, Series $10.00 Mark Galvinl 2014 Joel Tindal 8/4/2014 City of Oviedo Utility System Refunding Revenue Note, Series $3.63 Mark Galvin/ 2014A Joel Tindal Miami-Dade Expressway Lakshmi 6/4/2014 Toll System Revenue Bonds, Series 2014A $314.05 McGrathlRandy Authority Topel 6/3/2014 Bay County Wastewater Revenue Refunding Note, Series $10.45 Gary Akers/ 2014 Joel Tindal 6/3/2014 Bay County Water System Revenue Note, Series 2014 $18.93 Gary Akersl Joel Tindal Lakshmi 6/3/2014 City of Opa Locka Capital Improvement Revenue Note, Series 2014 $8.50 McGrath/Joel Tindal FirstSouthwest~ Page 112 Member FINRA & SIPe I © 2014 FirstSouthwest ~ South~Miami Par p' Sale Date Issuer Issue Description Amount B n~a7) ($ in mils) an er s 5/27/2014 Panama City Water and Sewer Refunding Revenue Note, $7.76 Gary Akersl Series 2014 Joel Tindal 5/9/2014 Seminole County Special Obligation Bonds, Series 2014 $28.00 Gary Akersl Joel Tindal 4/9/2014 City of North Port Utility System Refunding Revenue Note, Series $1.67 Joel Tindall 2014B Ed Stull 4/7/2014 City of Oviedo Utility System Refunding Revenue Note, Series $8.05 Mark Galvin 2014 4/2/2014 City of Tavares Capital Improvement Revenue Note, Series 2014 $0.73 Mark Galvin 3/25/2014 City of North Port Utility System Refunding Revenue Note, Series $10.00 Joel Tindall 2014A Ed Stull 3/20/2014 City of Palm Bay Utility System Refunding Revenue Note, Series $28.80 Joel Tindall 2014 Ed Stull 3/20/2014 City of Palm Bay Local Option Gas Tax Refunding Revenue Note, $3.89 Joel Tindall Series 2014 Ed Stull 3/18/2014 City of Port St. Lucie General Obligation Bonds, Series 2014 $32.90 Ed Stulll Joel Tindal 3/18/2014 City of Port St. Lucie General Obligation Refunding Bonds, Series 2014 $41.84 Joel Tindal! Ed Stull 3/3/2014 City of Edgewater Capital Improvement Revenue Note, Series 2014 $1.30 Mark Galvin 1/21/2014 City of Palm Coast Redevelopment Refunding Revenue Note, Serie $5.84 Mark Galvin 2014 (State Road 100 CRA) 12/17/2013 Bay County Taxable Series 2013A Credit Note $0.65 Gary Akersl Joel Tindal 12/11/2013 City of Sebastian Stormwater Utility Refunding Revenue Note, $3.10 Ed Stull Series 2013 12/11/2013 City of Sebastian Infrastructure Sales Surtax Refunding Revenue $2.89 Ed Stull Note, Series 2013 12/10/2013 City of New Smyrna Beach Capital Improvement Revenue Note, Series 2013 $8.05 Mark Galvin Miami-Dade County Toll System Refunding Revenue Bonds, Series Lakshmi 12/10/2013 $74.75 McGrathlRandy Expressway Authority 2013B Topel 12/4/2013 City of North Port Transportation Improvement Assessment Bonds, $39.53 Joel Tindall Series 2013 Ed Stull 12/4/2013 Gasparilla Island Bridge Tax-Exempt Promissory Note, Series 2013 $10.47 Gary Akersl Authority Joel Tindal 11/15/2013 City of Palm Bay Taxable Special Obligation Refunding Bonds, $50.86 Joel Tindall Series 2013 Ed Stull Capital Improvement Refunding Revenue Note, Gary Akersl 11/14/2013 Escambia County Series 2013 (Institute for Human & Machine $12.00 Joel Tindal Cognition) 11/12/2013 City of South Daytona Capital Improvement Revenue Note, Series 2013 $4.20 Mark Galvin 10/16/2013 City of Ocoee Water & Sewer System Refunding Revenue Note, $12.22 Mark Galvin Series 2013 Transit System Surtax Refunding Revenue Ed Stulll 9/11/2013 City of North Miami Beach Bonds, Series 2013 (FMLC Series 2003B Loan $3.72 Joel Tindal Refunding) 9/10/2013 Martin County Lease Purchase Refunding Revenue Note, Series $4.12 Ed Stulll 2013 Joel Tindal 9/512013 City of Oviedo Limited Ad Valorem Refunding Note, Series 2013 $5.90 Mark Galvin FirstSouthwest~· Page 113 Member FINRA & slPe I © 2014 FirstSouthwest ~ South ~Miami Par p' Sale Date Issuer Issue Description Amount B n~ary( ) ($ in mils) an er s 8/28/2013 City of Deltona Utility System Refunding Revenue Bonds, Series $79.75 Mark Galvinl 2013 Joel Tindal 8/20/2013 Bay County Taxable Bank Line of Credit, Series 2013 $3.00 Gary Akersl Joel Tindal 8/1412013 Riviera Beach Community Redevelopment Taxable Revenue Note, Series $8.00 Joel Tindall Redevelopment Agency 2013B Lakshmi McGrath 8/14/2013 Riviera Beach Community Redevelopment Revenue Note, Series 2013A $3.55 Joel Tindall Redevelopment Agency Lakshmi McGrath 8/7/2013 City ofT avares Capital Improvement Revenue Note, Series 2013 $2.75 Mark Galvin 8/5/2013 City of Oviedo Public Improvement Revenue Note, Series 2013 $3.90 Mark Galvin (Line of Credit) 7/1/2013 Gasparilla Island Bridge State Infrastructure Bank Loan $30.00 Gary Akersl Authority Joel Tindal Orange County Industrial Educational Facilities Refunding Revenue Bonds 7/1/2013 (UCF Hospitality School Student Housing $14.09 Mark Galvin Development Authority Foundation, Inc. Project), Series 2013 6/12/2013 City of Fernandina Beach Utility System Refunding Revenue Bonds, Series $29.72 Ed Stull 2013A 6/11/2013 City of Palm Coast Utility System Improvement and Refunding $89.60 Mark Galvin Revenue Bonds, Series 2013 Florida Community Services Water and Sewer Revenue Refunding Note, 5/28/2013 Corporation of Walton Series 2013 $6.80 Mark Galvin Coun!y 4/18/2013 City of Haines City Utility System Refunding Revenue Note, Series $2.29 Mark Galvin 2013B 4/18/2013 City of Haines City Utility System Revenue Note, Series 2013A $3.67 Mark Galvin Miami-Dade County Toll System Refunding Revenue Bonds, Series Lakshmi 3/22/2013 $270.22 McGrathlRandy Expressway Authority 2013A Topel 3/21/2013 Seminole County Capital Improvement Revenue Bond, Series $8.14 Gary Akersl 2013B Joel Tindal 3/1212013 Seminole County Capital Improvement Revenue Bond, Series $10.00 Gary Akersl 2013A Joel Tindal 3/1212013 City of South Daytona Utility System Revenue Note, Series 2013B $0,89 Mark Galvin 3/12/2013 City of South Daytona Utility System Refunding Revenue Note, Series $1.12 Mark Galvin 2013A Sales Tax Refunding Revenue Bond (Pari-mutuel Gary Akersl 3/1212013 Lake County Revenues Replacement Program), Series 2011 $3.42 Joel Tindal (Modified and Reissued April 1, 2013) 3/1/2013 Charlotte County Utility System Refunding Revenue Bond, Series $41.39 Gary Akersl 2013 Joel Tindal 2/2612013 City of Panama City Capital Improvement Revenue Note, Series $13.00 Gary Akersl 2013B Joel Tindal 2/2612013 City of Panama City Capital Improvement Taxable Revenue Refunding $3.32 Gary Akersl Note, Series 2013A Joel Tindal 2/2612013 Performing Arts Center Capital Improvement Revenue Note, Series $16.30 Ed Stull Authority, Broward County 2013B 2/26/2013 Performing Arts Center Capital Improvement Revenue Note, Series $9.70 Ed Stull Authority, Broward County 2013A Transportation Tax Refunding Revenue Bonds, Lakshmi 2/19/2013 City of Hialeah Gardens $2.06 McGrathlJoel Series 2013 Tindal FirstSouthwest~ P age 114 Member FINRA & slPe I © 2014 FirstSouthwest Sout~iami 12/18/2012 City of Palm Coast Redevelopment Improvement and Refunding $5.45 Mark Galvin State Road 100 CRA Revenue Note, Series 2012 12/14/2012 City of North Miami Beach Water Revenue Refunding Bonds, Series 2012 $56.06 Ed Stulll Joel Tindal 12/13/2012 Tampa Hillsborough County Taxable Refunding Revenue Bonds, Series $70.11 Ed Stulll Expressway Authority 20120 Joel Tindal 12/13/2012 Tampa Hillsborough County Taxable Revenue Bonds, Series 2012C $40.42 Ed Stulll Expressway Authority Joel Tindal 12/13/2012 Tampa Hillsborough County Refunding Revenue Bonds, Series 2012B $141.73 Ed Stulll Expressway Authority Joel Tindal 12/13/2012 Tampa Hillsborough County Refunding Revenue Bonds, Series 2012A $192.44 Ed Stu III Expressway Authority Joel Tindal 12/5/2012 City of Tavares Utility System Improvement Revenue Bond, $2.37 Mark Galvin Series 2012B 12/5/2012 City ofTavares Utility System Refunding Revenue Bond, Series $4.72 Mark Galvin 2012A 12/3/2012 City of Edgewater Lease Purchase Refunding Revenue Note, Series $4.55 Mark Galvin 2013 FirstSouthwest~ Page 115 Member FINRA & SIPe I © 2014 FirstSouthwest F. Other Relevant Financing Experience Provide a description of your proposed primary individuals' relevant experience over the last three years with other cities that you believe are relevant to this proposed engagement. Include three case studies, if available, that illustrate experience with relevant services where the proposed primary individuals have served as financial advisor. Please 1~'!1_i!_}'~~~!~!p_~~s~!~~~_p~gEl:;·... .. ...._ .. _ .... _. During the past three years, FirstSouthwest has acted as Financial Advisor on 1,291 City-level bond issues totaling $22.87 billion par amount, ranking FirstSouthwest as the number-one financial advisory firm in the nation for number of City-level transactions. Additionally, the FirstSouthwest team has direct experience providing financial advisory expertise to the City, having previously served as financial advisor to the City on its $7,575,000 Taxable Revenue Note, Series 2011. The following three case studies reflect a small portion ofthe Co-Project Managers experience over the last three years with relevant cities within Florida. City of North Miami Beach, Florida Transaction: $3,719,000 Transit Surtax Refunding Revenue Note, Series 2013 Closing Date: September 19,2013 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the City on its Transit Surtax Refunding Revenue Note, Series 2013. The Series 2013 Note was issued to refund the City's outstanding Florida Municipal Loan Council loan for annual debt service savings. FirstSouthwest provided assistance to the City in the evaluation of the potential refunding in light of market conditions at the time, and provided detailed analysis of the potential savings through a refunding ofthe existing FMLC loan. The city determined to move forward with the refunding, and FirstSouthwest assisted the City and its financing team throughout the financing process. The City was able to obtain a bank loan for the refunding that provided both an attractive interest rate and prepayment provision. As a result of the refunding, the City was able to achieve a net present value savings in FirstSouthwest ~. Member FINRA & slPe I © 2014 FirstSouthwest (:~ South~Miami excess of $360,000 or 9.2% of the principal amount of the refunded FMLC loan. Town of Bay Harbor Islands, Florida Transaction: $4,923,000 Promissory Refunding Note, Series 2012 (Parking Garage) Closing Date: November 14, 2014 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest has provided financial advisory services to the Town of Bay Harbor Islands, FL (the "Town") for several years. Most recently we advised on its $4,923,000 Promissory Refunding Note, Series 2012 (Parking Garage). The Series 2012 Note was secured by a covenant to budget and appropriate legally available non-ad valorem revenues, and provided for the refunding ofthe Town's outstanding Promissory Note, Series 2008 for annual debt service savings. The refinancing plan that took advantage of bank qualified interest rates and a structure favorable to bank loans, providing significant present value debt service savings near 13% of the bonds refunded. FirstSouthwest assisted the Town in all facets of the financing process including the solicitation of bank loan proposals in an expedited manner. Based upon the market environment at the time of issuance, a bank loan financing provided better economics than traditional bonds in the capital markets. Additionally, the Town was able to secure a loan that did not require a debt service reserve fund and allowed the Town with the ability to prepay the loan at any time without penalty. The prepayment feature was also an extremely attractive feature relative to traditional bond market financings, and provided the Town with additional flexibility and the ability to capitalize on lower interest rates in the future. The goal of the Series 2012 Note was to provide substantial debt service savings to the Town while maintain significant financial flexibility. Our significant efforts throughout the entire financing process allowed the Town to attain these goals. City of Punta Gorda eRA Transaction: $20,030,000 Revenue Note, Series 2012 Closing Date: November 16,2012 P age 116 Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: The Punta Gorda CRA was impacted by the downturn in the real estate market over the past several years, and was faced with substantially reduced revenues compounded by a large debt burden. In March 2012, FirstSouthwest, as financial advisor, prepared a detailed review and analysis of the CRA cash flow projections, existing CRA debt service and lease payments, and current CRA sunset date. Our review and analysis focused on the current debt load of the CRA, projected tax increment revenues, extension of the sunset date, and restructuring ofthe existing obligations. The analysis prepared by FirstSouthwest included a sensitivity analysis under alternative growth scenarios within the district, allowing the Board to make an informed decision on the future financial planning within the district. FirstSouthwest further provided assistance the CRA through the restructuring of existing CRA obligations to more closely track projected revenue projections. FirstSouthwest assisted the City in obtaining a bank loan to restructure the existing CRA obligation with a longer term financing. The CRA was able to successfully obtain a IS-year term financing that provided for a debt repayment structure that more closely matching increment projections, while providing prepayment flexibility to the CRA if revenues are better than projected. G. Long-term Strategic Financial Planning Experience Please describe your short and medium term outlook for the municipal markets and, financial institutions, in general; and how it may affect cities borrowing. Based on your knowledge of the City's financial circumstances using the City's most recent CAFR provided online, other relevant factors such as Federal government actions or Congressional legislation and your outlook as previously described, please provide an overview of the strategies that the City and Staff should consider to improve the City's financial position. Please limit y<>_u r~~!3 (><>I"l!>et<>t""<>(>~~El!3:_ .... . ... ..._ ...._ . .._.__ FirstSouthwest is not only an experienced financial advisory firm, but also a registered broker-dealer and underwriter of new issue municipal securities. This means that we are uniquely qualified among financial FirstSouthwest~ Member FINRA & slPe I © 2014 FirstSouthwest (rf South rMiami advisory firms to monitor existing transactions, provide timely market developments, recommend appropriate structures, and provide advice on the timing of offerings for our financial advisory clients. Because we are constantly involved in the municipal and capital markets we strive to keep our clients informed of the latest developments and trends that may have an impact on their financings. This includes focus on the economy and interest rates, Federal Reserve policy, legislative changes, and credit enhancement and bank products among many other factors. The municipal market continues to be in focus on the federal level, including discussions regarding tax reform and tax-exemption. While the municipal market has been a focus of discussion for quite some time, if a legislative change were to occur it could have far reaching impact on the funding of municipal governments and cities across the country. FirstSouthwest continues to monitor potential federal actions that may impact our clients, and strives to keep our clients abreast of the latest developments as they progress. Like a large number of municipalities across the State of Florida, the City was negatively impacted due to the decline in property values in recent years. From fiscal year 2008 through 2013, the City's net assessed value declined approximately 15%, and has just recently begun to see signs of improvement. Despite falling property values in addition to a declining operating millage rate, the City has been able to effectively manage expenditures while keeping a keen eye on reserves. Given the historically low interest rate environment that we continue to experience, the City may look to finance some certain expenditures that would otherwise be funded on a pay-go basis when revenues are sufficient to fully fund the projects. FirstSouthwest can assist the City in evaluating and determining whether a financing solution may provide optimal project delivery in light of budgetary impact, financial projections, and the City's debt policies regarding capital project funding and debt ratios. In addition to providing assistance to the City in the evaluation of capital funding options, FirstSouthwest will continue to provide advice and expertise to the City in the evaluation of its existing debt portfolio for potential refunding opportunities. Page 117 The City currently has outstanding loans through a pooled bond program with the Florida Municipal Loan Council (FMLC), which may provide for attractive refunding candidates in today's market environment. The following chart illustrates the comparison of benchmark municipal bond rates for various points in time over the previous five years. Additionally, because two of the three outstanding FMLC loans are currently callable, i.e. callable within ninety days, negative arbitrage from low short-term reinvestment rates will be mitigated. -5-YeaBPrior MMD 'AAA' GO Yield Curves -l-YeuPrior -6-MonthsPrlor '--Current : 2" 5 6" .,01,12"""""",.202>"""252627282.30 I M.turity ___ ~::""""'"R'~"" \l/1I/10U_ . ..J FirstSouthwest will continue to provide the City with expert assistance and advice regarding savings opportunities within the City's existing debt profile. Our comprehensive service focuses on detailed financial analysis of alternative financing options in order to provide the optimal financing plan that meets the goals and objectives of the City. Analytical Expertise FirstSouthwest's approach to providing financial advisory services centers on detailed analysis and continuous technical support during the planning process and throughout each transaction. We develop detailed financial models to help quantify the benefits and risks of any proposed financing. We want the City to have total confidence in the final transaction structure and to be assured that all options are analyzed thoroughly. Evident of our commitment to provide the highest level of analytical support, FirstSouthwest has an exemplary quantitative analysis group. In additional to the proposed financing team, FirstSouthwest maintains a dedicated group of quantitative professionals. This group is headed by Rick FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest Fox, a Managing Director with decades of experience structuring some of the most complicated financings in the municipal market. In his tenor, Mr. Fox has structured virtually every type of municipal financing. Additionally, new analysts hired by the firm enter our analyst training program for up to a year-long training process provided by individuals from our quantitative team. Our substantial investment in human capital is evident through our proficiency in quickly analyzing any financing structure being contemplated by our clients. H. Tax-Exempt New Money Product Experience Describe your firm's relevant experience with tax- exempt new money transactions including special facility obligations and parking systems over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two PCl~I:l_~ _______________________________________________________ _ During the past three years, FirstSouthwest has acted as Financial Advisor on 1,144 tax-exempt new money bond issues totaling $35.75 billion par amount, ranking FirstSouthwest as the number-one financial advisory firm in the nation for number of tax-exempt new money transactions, according to Jpreo MuniAnalytics. In addition, our Co-Project Managers have prior experience with parking system financings including providing services to the Miami Parking Authority and Bay Harbor Islands. The following case studies illustrate our tax-exempt new money financing experience with relevant services, as performed by members of the finance team assigned to the City. City of North Port, Florida Transaction: $39,525,000 City of North Port, Florida Transportation Improvement Assessment Bonds, Series 2013 Closing Date: December 18, 2013 Services Provided: Financial Advisory Services Transaction Overview: On December 18, 2013 the City of North Port issued its Transportation Improvement Assessment Bonds, Series 2013 for the primary purpose of reconstruction and rehabilitation of approximately 266 miles of the approximately 813 miles of existing P age I 18 roadways within the City. FirstSouthwest assisted the City and its financing team in developing a security structure for the Series 2013 Bonds that pledged a new capital assessment as well as a backup covenant to budget and appropriate from the City. The security structure allowed the City to finance the project with a new revenue stream, while utilizing a backup pledge to achieve stronger credit ratings on the Series 2013 Bonds. This security structure, in part, allowed the City to obtained underlying credit ratings on the Series 2013 Bonds of' AI' from Moody's and' A' from Fitch while not funding a debt service reserve fund or including an anti-dilution test relating to the backup covenant to budget and appropriate. FirstSouthwest assisted the City and the finance team throughout the planning and execution stages of the financing, including assisting the City and its assessment consultant during the development of the new capital assessment. Additionally, FirstSouthwest provided advice and assistance to the City in obtaining credit ratings, evaluation of credit enhancement alternatives, pricing and sale of the bonds, and coordination of the closing. Seminole County, Florida Transaction: $28,000,000 Special Obligation Bonds, Series 2014 Closing Date: May 27, 2014 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the County on the $28,000,000 Special Obligation Bonds, Series 2014 for the purposes of financing the costs of the acquisition, construction, equipping and installation of a new County Sports Complex and renovations to Soldiers Creek Park. FirstSouthwest assisted the County throughout the financing process for the Series 2014 Bonds. FirstSouthwest worked extensively with County's staff and bond counsel to structure a financing plan that would ensure the best overall structure for the County. The Series 2014 Bonds are secured by the County's covenant to budget and appropriate of non-ad valorem revenues and were sold as a negotiated sale in May 2014. FirstSouthwest provided guidance to the County in developing the security structure and applicable debt covenants for the financing. The Special Bonds received "Aa2", and "AA-" ratings from Moody's and FirstSouthwest~ Member FINRA & SIPe I © 2014 FirstSouthwest (ll South ~Miami S&P, respectively, and sold publicly without credit enhancement. Okaloosa County, Florida Transaction: $22,165,000 Sales Tax Revenue Bonds, Series 2014 Closing Date: May 27,2014 Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the County on the $22,165,000 Sales Tax Revenue Bonds, Series 2014 for the purposes of financing the development and construction of improvements to County facilities, including the Crestview courthouse, and to refund the County's Sales Tax Revenue Bond Anticipation Note, Series 2014. Prior to the issuance of the Series 2014 Bonds, FirstSouthwest assisted the County in the financing of the Sales Tax Anticipation Note Series 2014 to provide for immediate funds towards the various capital improvements. Following the Anticipation Note, FirstSouthwest assisted the County throughout the financing process for the Series 2014 Bonds, working extensively with the entire financing team. FirstSouthwest provided advice and assistance to the County in obtaining credit ratings, evaluation of credit enhancement alternatives, pricing and sale ofthe bonds, and coordination of the closing. The Series 2014 Bonds are secured by the County's Sales Tax Revenues and were sold as a negotiated sale in November 2014. The Sales Tax Revenue Bonds received "AA", and "AA-" ratings from S&P and Fitch, including an upgrade on the Sales Tax Rating and its Implied General Obligation Rating from Fitch. I. Taxable Financing Experience Describe your firm's relevant experience with taxable financing including parking system transactions over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages . . --."--_ .... -------~.~ .... -. --.. -.~--.-----.--_. __ ._----_ ... __ ._-_._._. __ . -_ .. __ .......... _ .. __ .......... -.--~ ---_. _ ........ _ .......... _._. __ . During the past three years, FirstSouthwest has acted as Financial Advisor on 170 taxable bond issues totaling $13.63 billion par amount, ranking FirstSouthwest as the number-one financial advisory Pagel19 firm in the nation for number of transactions according to Jpreo MuniAnalytics. The following case studies illustrate our taxable financing experience with relevant services, as performed by members of the finance team assigned to the City. In addition, our Co-Project Managers have prior experience with parking system financings including providing services to issuers including the Miami Parking Authority, Bay Harbor Islands, and Fort Lauderdale. City of Palm Bay, Florida Transaction: $50,855,000 Taxable Special Obligation Refunding Bonds, Series 2013 Closing Date: November 26,2013 Services Provided: Financial Advisory & Swap Termination Services Transaction Overview: The City issued its Taxable Special Obligation Refunding Bonds, Series 2013 for the purposes of refunding its outstanding Taxable Special Obligation Bonds (Pension Funding Project), Series 2008 and terminating the related interest rate swap agreement. The Series 2008 Bonds were originally issued as insured variable rate demand bonds with a liquidity facility, and the City simultaneously entered into an interest rate swap agreement to hedge the variable interest rates. Due to the downgrades of the Series 2008 bond insurer, the City experienced increased capital cost and exposure to certain risks with the variable rate bonds and interest rate swap, including an upcoming replacement of an expiring liquidity facility. At the request of the City, FirstSouthwest assisted in evaluating alternative options relating to the Series 2008 Bonds including alternative variable rate and fixed rate options. In order to reduce the variable rate and swap risks associated with the Series 2008 Bonds, the City decided to refund the Series 2008 Bonds using fixed rate bonds and to terminate the related interest rate swap. FirstSouthwest assisted the City in developing a security structure for the Series 2013 refunding bonds that provided a pledge of designated revenues and a back-up covenant to budget and appropriate if designated revenues were insufficient to pay debt service. This structure, in part, allowed the City to obtained credit ratings on the Series 2013 Bonds of 'AA-' from Fitch and 'A+' from S&P while not funding a debt service reserve fund or including an anti- FirstSouthwest~ Member FlNRA & sIPe I © 2014 FirstSouthwest ~, South rMiami dilution test relating to the back-up covenant to budget and appropriate. FirstSouthwest assisted the City and the finance team throughout the planning and execution stages of the financing, and the City was able to successfully achieve its goal of risk reduction related to the Series 2008 Bonds. City of Fort Lauderdale, Florida Transaction: $337,755,000 Taxable Special Obligation Bonds, Series 2012 (Pension Funding Project) Closing Date: October 3,2012 Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: On September 19, 2012, the City of Fort Lauderdale priced the Series 2012 Taxable Bonds to fund a portion of the $400 million unfunded actuarial accrued liability (UAAL) of its two pension funds at an All-In true Interest Cost of 4.17%. The sale of the bonds occurred after a 16 month process to educate the staff and the elected officials on: • • An overview of pension funding and how the City funded its pension funds; An explanation of the UAAL and the factors that can change the UAAL over time; • A comprehensive series of discussions on the benefits and risks in issuing Pension Obligation Bonds. Planning Overview: In May, 2011, the City asked FirstSouthwest to develop a finance plan to deal with the rising costs of funding its annual required contributions to the pension plans. Pension funding has a direct effect on current budgets and a long term impact on financial flexibility, so the City wanted to explore issuing pension obligation bonds as a part of a plan to lower its annual pension funding costs. The City had a history of making 100% of its annual actuarial required contribution, but experienced a rise in funding costs of approximately $23 million annually over a five year period due to lower than projected investment returns. The UAAL was accruing interest at the estimated rate of return on the pensions, which was 7.75% of the general employee pension and 7.5% for the police/fire pension. As a highly rated issuer, the City had an opportunity to significantly lower the cost on the Page 120 UAAL amortization by accessing the taxable bond market. Preserving the future financing flexibility of the City was a stated goal, so FirstSouthwest developed a structure using the concept of securing the bonds with direct pledges on designated revenues versus a general covenant to budget and appropriate revenue pledge. Working with the City actuaries in developing a bond structure that mirrored the amortization of the UAAL, FirstSouthwest developed a structure which resulted in budgetary savings of nearly $7 million in the first year and present value budgetary savings of $84 million in total. Once the initial structure was developed, FirstSouthwest took the lead in putting together and presenting a series of presentations to educate the City Commission on the risks and benefits ofthe pension obligation bonds. Once a decision was made to move forward on the concept, FirstSouthwest lead the City's efforts in putting together the rating agency packages and presentations and assisted the City in a process to select a negotiated underwriting team via a competitive RFP process. The financing received ratings of"AA-" from S&P and "AI" from Moody's and the City received favorable reviews on the inclusion of a provision in the resolution that requires the City to fully fund any future increases in benefits at the time that they are granted. City of Fort Lauderdale, Florida Transaction: $30,000,000 Taxable Special Obligation Bond, Series 20 II Closing Date: December 14, 20 II Services Provided: Financial Advisory Services Transaction Overview: The City issued its Taxable Special Obligation Bond, Series 2011 (the "Series 2011") for the purposes of pre-funding the annual contribution to the City's Police and Fire Pension Fund. The City's annual pension contribution included an interest accrual that was higher than the short term interest rates available to the City in the bank market at the time of the loan. By utilizing a taxable short-term loan to pre-fund the annual pension contribution, the City was able to achieve a budgetary benefit of approximately $1.5 million. FirstSouthwest~ Member FINRA & slPe I © 2014 FirstSouthwest J. Advance and Current Refunding and Refinancing Experience Describe your firm's relevant experience with advance and current refunding transactions over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the firm has served as financial advisor. Please limit your response to two pages. During the past three years, FirstSouthwest has acted as Financial Advisor on 157 advanced & current refunding bond issues totaling $8.9 billion par amount, ranking FirstSouthwest as the number-one financial advisory firm in the nation for the number of advanced & current refunding transactions, according to /preo MuniAnalytics. FirstSouthwest's proposed team possesses a wealth of knowledge and decades of experience with current and advance refunding transactions, including forward delivery refundings. Knowing the integral tax implications, such as transferred proceeds, and other considerations are key to successfully identifYing and executing the most efficient refunding transactions. FirstSouthwest's consistent involvement in the capital markets provides our clients with real-time developments and interest rate trends in the municipal market. Our average weekly involvement in over 20 deals allows us to provide our clients strategic advice on the optimal structure of calls, deliveries, couponing, and security. Additionally, FirstSouthwest has been very active in the Florida bank loan market, and has extensive experience with numerous institutions that provide credit to municipal issuers in the state. Our active involvement in this market has proved advantageous when certain financing characteristics such as size, reserve funding, timeline, market rates, or other factors are present that would provide for more efficient financing in the bank loan market. This engagement allows us to consistently monitor our clients' debt portfolios in order to provide market insights related to new financings, and to provide savings opportunities for our clients relating to existing financings. The following case studies illustrate our refunding financing experience with relevant services, as performed by members of the finance team assigned to the City. Page 121 City of Port St. Lucie, Florida Transaction: $32,900,000 General Obligation Bonds, Series 2014 & $41,840,000 General Obligation Refunding Bonds, Series 2014 (together the "Series 2014 Bonds") Services Provided: Financial Advisory Services Transaction Overview: FirstSouthwest served as financial advisor to the City on the issuance of its Series 2014 Bonds that were issued primarily to (i) finance a portion of the cost of constructing a transportation corridor on Crosstown Parkway previously known as West Virginia Drive and (ii) advance refund $42.015 million of the City's outstanding General Obligation Bonds, Series 2005 and 2006 (the "Prior Bonds"). FirstSouthwest provide assistance and transactional support to City throughout the financing process for the Series 2014 Bonds. FirstSouthwest worked extensively with the City's staff and finance team to structure a financing plan that would provide both debt service savings and ensure an optimal structure for the City in conjunction with the financing of its capital improvement project. The Series 2014 Bonds are secured by the City's full faith and credit and taxing power, and the City achieved 'Aa3' and 'AA-' ratings from Moody's and S&P, respectively, withoutthe use of credit enhancement. As part of the financial structuring and planning, FirstSouthwest assisted the City in evaluating the refunding of the Prior Bonds on a maturity by maturity basis to ensure optimal savings levels and results. The City successfully closed on the Series 2014 Bonds, and achieved present value savings of over $2.392 million on the refunding while simultaneously financing its capital improvement project. City of Deltona, Florida Transaction: $79,745,000 Utility System Refunding Revenue Bonds, Series 2013 Transaction Overview: FirstSouthwest has served as financial advisor and swap advisor to the City of Deltona, Florida since April 2012. On August 15,2006, the City entered into an interest rate swap option, or "swaption," agreement with Citibank, N.A. relating to the City's $67,750,000 Utility System Revenue Bonds, Series 2003. The purpose of this derivative transaction FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest was to synthetically realize savings from a future refunding of the bonds, also known as a synthetic advance refunding. Under the terms of the agreement, the City sold a one- time option to Citibank that gave Citibank the right to put the City into a fixed payer swap on October 1, 20 l3 at a rate of4.77% until October 1,2033. In consideration of this right, Citibank made an upfront payment to the City of approximately $3.2 million The City hired FirstSouthwest to serve as financial advisor to the City to among other things, review financing options available relating to the swaption. As Financial Advisor we worked with staff and its consultants to provide financing alternatives to the City Commission, and to educate the Commission on the costs and risks associated with each alternative. After reviewing alternative options and the City's risk tolerance, the City decided it was in their best interest to terminate the swaption and utilize fixed rate bonds. FirstSouthwest was tasked with the goal of trying to mitigate the $16 million termination payment while attempting to keep the annual debt service at its current levels. The City wanted to limit the financial impact to its customers due to the above average water and sewer rates their utility customers were currently paying. The City was concerned that a financing plan which increased the annual debt service would be too great of a burden on its utility customer's. FirstSouthwest developed a financing plan to refund the Series 2003 Bonds while keeping the debt service at its current levels. This was accomplished by extending the maturity date, and by freeing up the cash funded debt service reserve fund by issuing the new bonds without a debt service reserve fund. The money released from the prior reserve fund was used to offset the costs associated with the termination payment. The City was able to maintain its existing underlying water and sewer ratings of' A +' and 'A' from Fitch and Standard and Poor's respectively with this structure. The City, assisted by FirstSouthwest, proceeded to negotiate the termination of the swaption. After May 2013, interest rates began to rise and just prior to termination, the approximate all-in swap termination payment was $16,840,000. The City was able to able to negotiate a "below market" unwind saving the City money as part of the termination. P age 122 Martin County, Florida Transaction: $34,260,000 Utilities System Refunding Revenue Note, Series 2012 Closing Date: June 19,2012 Services Provided: Long-Term Planning, Financial Advisory Transaction Overview: FirstSouthwest advised on the County's $34,260,000 Utilities System Refunding Revenue Note, Series 2012 to advance refund $32.210 million of the County's fixed rate Utilities System Revenue Bonds, Series 2003. The Series 2003 Bonds were issued as new money with proceeds used to fund improvements to the County's combine water and wastewater utility system. After recognizing an opportunity for potential savings on its outstanding Series 2003 Utilities System Revenue Bonds, FirstSouthwest presented to the County an analysis comparing savings utilizing a bank loan versus a traditional bond issue. Based upon the market environment at the time of issuance, a bank loan financing provided better economics than traditional bonds in the capital markets. Additionally, the County was able to secure a loan that did not require a debt service reserve fund and allowed the County with the ability to prepay the loan at any time without penalty. This prepayment feature was an extremely attractive feature relative to traditional bond market financings, and provided the County with additional flexibility and ability to capitalize on lower interest rates in the future. The refinancing plan that took advantage of the low interest rate market and a structure favorable to bank loans, providing present value debt service savings of approximately 16.3% of the principal amount of bonds refunded. FirstSouthwest assisted the County in all facets of the financing process. K. Market and Pricing Information Describe your firm's knowledge, experience and resources in tracking and monitoring the tax exempt and taxable bond markets, including the fixed rate, variable rate, swaps and other derivative products, and the government securities market. Include a discussion of your firm's participation in underwriting tax-exempt and taxable bonds, acting as a principal in swap transactions, and providing investment services. Also, discuss your process for ensuring that the City receives the best price for any bonds, financings involving swaps and other derivative products, and any escrow securities as FirstSouthwest~· Member FINRA & SIPe I © 2014 FirstSouthwest r11 South ~Miami part of any refunding. Include a discussion of how .'!l?ufi!"<lI_lI<l!fi!_~h~_s_ uC::C::_E!~l;()!a_I1'!..~~ic::~ 11~__________ .. As a full service financial advisory firm, FirstSouthwest constantly tracks and monitors the tax-exempt and taxable bond markets and all related products offered by the investment and commercial banking industries. We continually update our knowledge in order to effectively serve our over 1,600 governmental clients well. We also strive to keep our clients up-to-speed on relevant developments in the municipal marketplace. Real-Time Market Data Our continuing investment in the capital markets information technology capabilities is fundamental both to our operations and enhances the value of the financial advisory services that FirstSouthwest provides. Therefore, FirstSouthwest is committed to staying abreast of the latest developments in the digitalization of fixed income trading. Since the emergence of the Electronic Communication Networks ("ECNs") and electronic bid submission systems, we have been a pioneer, working with the leading vendors in the field to provide unique insight. Among the vendors we are actively utilizing today are: Bloomberg, i-Deal, MuniAuction, Thomson, MuniCenter, Bonddesk and Valubond. We also engaged a consulting firm notable for its development of the Real Time Reporting System ("RTRS") for the MSRB. The real-time data that FirstSouthwest can access provides a distinct advantage to our financial advisory clients by allowing us to ensure that our clients' bonds are priced and sold at market levels. FirstSouthwest believes maintaining a capital markets group is essential to properly advise clients about market conditions as a financial advisor. Our capital markets group routinely provides recommendations based on its active market involvement and extensive institutional investor relationships. These capabilities provide an enormous advantage to the County and differentiate FirstSouthwest from other advisory firms that do not have actual market involvement and capabilities. Bond Pricing Support FirstSouthwest will represent the City in all areas of bond pricing and sale. In addition to our extensive capital markets support throughout the negotiated sale process, FirstSouthwest routinely provides our clients with pre and post-sale analysis of its financing. This Page 123 includes market information and news, economic data, and comparables that are used for benchmarking purposes. In our role as financial advisor, FirstSouthwest's capital markets group routinely provides recommendations regarding the following matters based on their active market involvement and extensive institutional investor relationships: • Structure • Call options and premiums • Yields • Coupons • Placement of Term Bonds and pricing • Serial Bonds and Pricing • Capital Appreciation Bonds and pricing • Cost effectiveness of insurance • Credit aspects • Underwriters' takedown and spread • Syndicate rules • Allocation of bonds In short, our capital markets capabilities and expertise provide an enormous advantage to the City and differentiate FirstSouthwest from "independent" advisory firms, which do not have principal market involvement and capabilities. Although the City may only require some of these services to be provided by FirstSouthwest, the expertise of all the professionals in these auxiliary areas is shared with the public finance bankers and utilized when specific questions arise. FirstSouthwest is not only an experienced financial advisory firm, but also a registered broker-dealer and underwriter of new issue municipal securities. This means that we are uniquely qualified among financial advisory firms to monitor existing transactions, provide timely market developments, recommend appropriate FirstSouthwest~· Member FINRA & SIPe I © 2014 FirstSouthwest ~ South~Miami structures, and provide advice on the timing of offerings for our financial advisor clients. Importantly however, FirstSouthwest will not underwrite any of the City's securities while serving as financial advisor. In many ways, our financial advisory clients have the advantage of drawing upon the advice and recommendations of not only their own underwriters, but also the underwriters on FirstSouthwest's desks, as the 30+ year professionals spend approximately 70% of their time assisting our financial advisory clients. Our underwriting professionals work in partnership with our financial advisory professionals from the beginning preliminary structuring, updating with current scales and coupon ideas, call features, to priority of order decisions and final allocations of the senior managing underwriter. They understand all facets of the underwriting process, from how to capture the largest retail sales percentage to working with the most difficult institutional orders. This unparalleled expertise has provided our financial advisory clients superior services compared to "independent" financial advisors that do not employ these professionals. Our local team can cite numerous examples in which our underwriting and trading desks have provided valuable information and recommendations that ultimately led to the lowest possible cost of borrowing for our financial advisory clients. Our underwriting desk has successfully negotiated lower takedowns and yield reductions at pricing on behalf of clients. In comparison, financial advisors that are not registered broker-dealers do not have access to the same level of timely market data and institutional contacts and must obtain pricing information from third-party underwriters or via other indirect means. Oftentimes, financial advisory firms that do not operate their own underwriting desks request market data from us, regardless of whether we have a vested interest in the transaction for which they are requesting information. Our clients directly and significantly benefit from this firsthand, direct, real-time market participation. We strongly believe that this approach distinguishes our services from our competitors, but most importantly, it provides a higher quality service to our clients and allows them to achieve the lowest possible cost of borrowing. The City can be confident that when the time arrives to price its issue, our professional capital markets staff will assist over every detail of the transaction and Page 124 obtain the most value for the securities the market will allow. Swap Advisory Services While FirstSouthwest has the capacity to act as principal in swap transactions, we elect to participate only as our municipal clients' agent with respect to these transactions and do not act as a counterparty or principal. Advisory Services On behalf of municipal clients nationwide, FirstSouthwest offers specialized advisory services for hedging transactions including swaps, options and other structured finance and interest rate- related products. Surveillance We provide ongoing surveillance services relating to the valuation requirements of certain accounting standards; counter-party exposure limits; and, collateral evaluation and verification requirements. Our surveillance services include access to FairValue AdvisorsM , our online fair market valuation toolset. Consulting FirstSouthwest has extensive experience with Governmental Accounting Standards Board (GASB) and Financial Accounting Standards Board (FASB) requirements. We offer specialized accounting consulting services related to GASB and F ASB compliance. Our accounting valuation systems meet Type II SSAE16 requirements and comply with GASB and F ASB standards. These systems provide surveillance functions relating to credit and market value thresholds. FirstSouthwest~ Member FINRA & SIPe I © 2014 FirstSouthwest ~1 South {"Miami FirstSouthwest's comprehensive online plaiform puts our suite of web-based investment tools, research and data at your fingertips. Sophisticated Online Tools FirstSouthwest clients have convenient online access to a suite of interest rate risk management tools developed to help our clients monitor their derivative and investment portfolios. Our web-based platform provides access to: D Fair Value AdvisorM fair market valuation tools D Investment tools D Daily-updated rate information D Current and historical market data D White papers D Proprietary market research D Transaction documentation D GASB and F ASB accounting reports FirstSouthwest's comprehensive online platform puts our suite of web-based investment tools, research and data at your fingertips. In 2009 FirstSouthwest released its online swap surveillance tool, FairValue AdvisOlSM to address governmental entities needs for timely, independent and accurate information regarding their swap exposure. FairValue Advisor provides our clients with SSAE 16- compliant daily mid-market valuations based on a standardized end-of-day market snapshot (i.e., all transactions are evaluated with the same market inputs). FirstSouthwest feels that our clients' use of FairValue Advisor can (i) increase swap portfolio management efficiency, (ii) reduce cost associated with period end reporting, (iii) increase accessibility to swap-related information. Page 125 Current and Historical Pricing -Users have the ability to view fair values aggregated by issuer, related bond series, revenue type, counterparty, or any other desired grouping. ,t .. ",>.-&v.-<r<ilhc.-• .,_~',,!:JI • FairValue Advisor stores mid-market pricing histories, giving our clients the ability to quickly determine general trading ranges over any selected time range. This functionality is especially useful for setting triggers for market unwind strategies. In addition to interest rate swaps, FairValue Advisor has the ability to price forward purchase agreements (FP A), guaranteed investment contracts (GIC), repurchase agreements (Repo), currency and commodity swaps, swaptions, caps, floors, and forward rate agreements (FRA). Counterparty Exposure -The Counterparty Exposure and Ratings section contains up-to-date information regarding aggregate notional exposure to each counterparty, along with current long-and short-term credit ratings. Notional exposure is also represented graphically for a quick visualization of counterparty allocations for each specific debt issuer. r:-....t""..,._ .. _~ ........ ,."..." .. ' .... "~l_ _, .. "",~w~, ''''~_ FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest r1.l South'Miami Document Center -The Document Center provides a single access point for all transaction related documents (ISDA master/schedule, trade confirm, credit support, etc.), GASB/FASB accounting reports and a variety of other market research documents. Administration and Security -Administration of State debt issuers' swap portfolios is role-based. For example, individual State debt issuer staff could view their swap portfolios while certain staff might be able to view all issuers' portfolios. Individual users are enabled with self-service credential support, further improving efficiency and reducing access-related down time. Finally, data transfer is achieved via HTTPS, 1024-bit SSL encryption, ensuring that information is secure. First Southwest Asset Management ("FSAM") Investment Management Expertise -FirstSouthwest Asset Management ("FSAM") was incorporated as an independent investment advisor in 1991. The Investment Management Services Group, originally created in 1988, and the Arbitrage Rebate Compliance Services Group, created in 1987, became part of the newly formed affiliate. The Investment Management Services group is made up of five professionals located in the Austin office, who specialize exclusively in the public sector. Some of the Florida clients include the Miami-Dade Expressway Authority, Miami-Dade County and the City of Miami. FSAM's advisory clients are very important to us, and we are committed to our responsibilities. Because we manage a carefully controlled number of accounts, we are able to understand each of our client's individual needs and objectives. We take the time to truly listen and provide a personal level of service and responsiveness that we believe is unique in the funds management arena. We have found that strong working relationships are the key in successful management of governmental funds. Through frequent communication of relevant market news, interest rates, and specific securities, we can offer each person on Authority staff the opportunity to develop continually his or her own investment skills. Our clients are partners in the investment process, so they fully understand what's happening with their funds at all times. Control will be reinforced and remain with the Authority. We are conservative managers with our primary objective being principal preservation. In the current P age 126 market, a majority of the investments purchased are familiar name top-rated government agencies. All of our transactions are fully transparent and management is on a discretionary basis, meaning plenty of client communication takes place prior to trade execution. FSAM's service extends far beyond providing assistance in the management of funds. We continually watch for opportunities to better maximize cash investments, whether through investment pools, low cost money market funds, bank deposits or other short- term vehicles. As Certified Treasury Professionals, we are able to provide valuable experience in the formulation of prudent investment policies as well as effective strategies and useful cash flow forecasts. In the past, we have assisted our clients in evaluating and redirecting costly trust agreements, setting up safekeeping accounts and assisting in the selection of depository banks. In addition, each member of our Investment Management Services Group has an investment accounting background, a useful resource when linking earnings to ledgers. This means that we can act as a resource in areas beyond creation of strategy and management of funds. Assets Under Management -As of 12/3112013, FSAM managed a total of $6.9 billion in assets for 36 public sector clients throughout the nation. In addition, we served as the investment advisor for another $5.6 billion, for a total of $12.5 billion in assets under management or advisory services. The average client tenure is just over ten years. There is a wide range of client assets, from a low of$5.9 million, to a high of$I.1 billion. The average asset per client is $180 million. For classification purposes, we consider all assets to be non- discretionary . The following graphs summarize the composition of portfolios currently under management and reflect the breakdown of assets under management by client type and security type. FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest (~ South ~Miami HigherEducation (3), $226,312,324 Assets Under Management As of December 31, 2013 $6,891,856,846 Hospitals (3), $879,487,068 Bond Proceeds Reinvestment FirstSouthwest recognizes that the primary objective for state and local governments is to maintain safety of the principal of bond proceeds while ensuring adequate liquidity. FirstSouthwest has extensive experience advising issuers in the competitive acquisition of investment agreements, open market securities for escrows, and a variety of other investment vehicles, all of which are designed to comply with investment policy guidelines, state statutes, and IRS regulations. In an effort to insure that City is afforded broad market coverage, FirstSouthwest maintains access to a large universe of qualified investment agreement providers and securities dealers. Depending on the requirements for a securities purchase or investment agreement, FirstSouthwest can foster interest from eligible providers in the insurance, banking, and broker/dealer communities. FirstSouthwest adds value to each transaction by: • Providing live market indications • Offering structuring advice supported by the most current market knowledge • Optimizing yield and identifYing market opportunities P age 127 • • • • • • • Developing and implementing bidding specifications IdentifYing and selecting qualified providers Conducting "bona-fide bid" solicitations Reviewing and negotiating contracts to insure a smooth closing Performing trade oversight to mitigate settlement risk and delays Monitoring collateral requirements Preparing IRS compliance transcripts Technological Resources FirstSouthwest currently employs 34 skilled individuals who maintain FirstSouthwest's nationwide network, build or otherwise devise software and other department solutions and maintain daily information technology ("IT") operations. Such extensive personnel resources make it possible for our firm to have state-of-the-art hardware, software and networking capabilities. FirstSouthwest's approach to providing financial advisory services centers on detailed analysis and continuous technical support during the planning process and throughout each transaction, often before an underwriter is selected. We develop detailed financial models to help quantifY the benefits and risks of any proposed financing. We want our clients to have total confidence in the final transaction structure and to be assured that all options are analyzed thoroughly. The software packages FirstSouthwest utilizes include DBC Finance, MUNEX Advanced Decision Support Software for Public Finance and Financial Management Systems, Micro-Muni Debt Refund and Sizing, and Microsoft Office. Occasionally, specific software is built on a contract basis for clients should the complexities of transactions exceed the capabilities of the standard software packages. FirstSouthwest maintains proprietary models for the evaluation of derivative structures and investments. In addition to the software that directly supports the public finance effort, we subscribe to Bloomberg, Reuters, Dalnet, Ipreo MuniAnalytics, and Thomson Reuters. As described, FirstSouthwest's IT department maintains state-of-art computer hardware, software, and intra and internet based networking capability. We also maintain commercial business software used by our clients so as FirstSouthwest~· Member FINRA & SIPe I © 2014 FirstSouthwest ~ South ~Miami to minimize any problems with exchanging information. It allows FirstSouthwest personnel to accept information from clients that can be included in presentations and offering documents directly. Additionally, FirstSouthwest personnel have laptop computers that allow them to have access to all the software available to them at the office. We also have laptop based internet access that does not require free internet access to be able to communicate with our clients when FirstSouthwest personnel are traveling away from the office. Representative Analytical Capabilities • Production of cash flow models with the flexibility to calculate bond capacities based on debt service installments; utilize sales and use tax forecast, operating revenues, federal and state grants, RTC Funding, expenditures and growth factors; model construction drawdowns and interest earnings; and projected revenue increases, etc. • • • • Complex capital planning models that integrate revenue forecasts, capital improvement programs, and various financing structures including short term commercial paper through long-term bond financing Size a financing including allowance for capitalized interest, construction costs, escrow requirements, insurance costs, interest earnings, issuance costs and reserve funds. Structure a payment amortization to a tailored schedule based on projected revenue and expenditure constraints. Defeasance of outstanding debt utilizing a state of the art advance refunding software system that will structure an optimal escrow fund, structure new debt on a level, front-end or tail-end savings basis, and provide as necessary other structures. • Customized software solution, which we utilize to identifY, monitor and track potential refundings that can benefit our clients. By running similar credits on a generic scale and using pre-determined assumptions, the software determines any potential savings for the issuer. • Calculate detailed tax statistics and allocations based using guidance from tax counsel for complex transactions P age 128 • Refunding analysis for all debt issues of a client, with the capability of tracking both cashflow and present value savings on an aggregate and maturity by maturity basis • Complex project financings structuring capabilities involving different liens, structures, purposes, tax-status, and financing characteristics • Bank financing comparisons to traditional capital market financings • Refunding analysis comparison between current, advance refundings, forward refundings, and taxable refundings among other less used forms • Option Adjusted Spread (OAS) analysis providing the value of the embedded option for call feature of a particular bond or series. • Derivative structures including swaps, collars, caps, floors, equity derivatives, and fuel hedges L. Disciplinary Actions Describe any litigation or regulatory action (other than those noted in response to items requested in section VI) filed against your firm in the last five (5) years, and the resolution thereof. Provide a statement of positive assurance that your firm and its representatives are not presently being investigated or in violation of any statutes or regulatory rules, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board (other than those noted above), National Association of Securities Dealers, Florida Department of Banking, etc., or attach a statement describing the current status of such investigations or violations. Describe how your firm ensures .~~~~I!<t_I1~~ ...... ~!~.~I.~E~g ~.I<l_t?..!YE.!.~~!E~.I1:l~_I"I~:" From time to time in the ordinary course of its business, FirstSouthwest is called upon to respond to inquiries or is subject to investigations or proceedings by federal, state or industry self-regulatory organizations. The firm is also involved, from time to time, in civil legal proceedings and arbitration proceedings concerning matters arising in connection with the conduct of its business. To the best of our knowledge, information and belief based upon the facts available at this time, there is no threatened or pending inquiry, investigation, litigation, arbitration or regulatory proceeding that we believe would have a material adverse impact on the ability of FirstSouthwest to perform public finance investment banking and advisory services. The FirstSouthwest~ Member FINRA & sIPe I © 2014 FirstSouthwest Financial Industry Regulatory Authority (FINRA) maintains a public database known as BrokerCheck© that discloses reportable regulatory matters for FirstSouthwest. BrokerCheck© may be found at www.FINRA.org. To the best of our knowledge, neither the firm nor any of its representatives are the subject of an investigation or are in material non-compliance with statutes or regulatory rules related to the firm's public finance business. First Southwest Company is a broker-dealer municipal advisor registered with the SEC, MSRB, and FINRA. FirstSouthwest is also a member of the Securities Investor Protection Corporation (SIPC). FirstSouthwest strictly adheres to the regulatory requirements of not only industry agencies but also its own written supervisory procedures (WSP). FirstSouthwest prides itself in having a proactive approach in regarding compliance related issues. All employees are held to high ethical standards and are required to participate in annual certifications to ensure all regulatory disclosures are properly reported. All branch office audits are conducted in accordance with regulatory requirements. FirstSouthwest undergoes various examinations from regulatory agencies, internal examiners, and third party auditors on a regular basis. FirstSouthwest works diligently to administer strict policies and procedures to continually exceed the standards set forth in one of the most challenging and regulated industries. P age 129 City of South Miami Appendix A Required Forms FirstSouthwest~ Member FINRA & slPe I © 2014 FirstSouthwest Proposal Submittal Checklist Form This checklist indicates the forms and documents required to be submitted for this solicitation and to be presented by the deadline set for within the solicitation. Fulfillment of all solicitation requirements listed is mandatory for consideration of response to the solicitation. Additional documents may be required and, if so, they will be identified in an addendum to this RFQ. The response shall include the following items: Check Attachments and Other Documents to be Completed: Cit d ompe e • X Respondents Qualification Statement X X Non-Collusion Affidavit X X Public Entity Crimes and Conflicts of Interest X X Drug Free Workplace X X Acknowledgement of Conformance with OSHA Standards X X List of Proposed Subcontractors and Principal Suppliers X X Related Party Transaction Verification Form X X Indemnification and Insurance Documents X X Signed Contract Documents (All -including General Conditions and Supplementary Conditions) X Submit this checklist along with your proposal indicating the completion and submission of each required forms and/or documents. Thomas F. Pepe 10-13-14 END OF SECTION 13 RESPONDENT QUALIFICATION STATEMENT The response to this questionnaire shall be utilized as part of the CITY'S overall Proposal Evaluation and RESPONDENT selection. I. Number of similar Finance Advising engagements completed, a) In the past 5 years 4,232 b) In the past 10 years 8,368 2. List the last three (3) completed Financing Advising engagements. a) b) Thomas F. Pepe 10-13-14 Financing Engagement: Entity Name: Entity Address: Entity Telephone: Financing Amount: Financing Engagement: Entity Name: Entity Address: Entity Telephone: Financing Amount: Aviation Revenue Refunding Bonds Series 2014A&B Miami-Dade County Aviation Dept. 4200 NW 36th Street, Suite 300 Miami, FL 33122 305-876-7730 $761,140,000 Water & Sewer Revenue Refunding Bonds, Series 2014 City of Fort Lauderdale, FL 100 N. Andrews Avenue Fort Lauderdale, FL 33301 954-828-5013 $121,520,000 14 c) Thomas F. Pepe 10-13-14 Financing Engagement: Entity Name: Entity Address: Entity Telephone: Financing Amount: Water & Sewer Refunding Revenue Bonds, Series 2014 City of Hollywood, FL 2600 Hollywood Blvd Hollywood, FL 33022 954-921-3232 $47,160,000 END OF SECTION 15 3. Current Finance Advising workload: Financing Entity Telephone Number Financing Amounts Engagement Various City of Hollywood, FL 954-921-3231 Varies Various City of Punta Gorda, FL 941-575-3336 Varies Various Charlotte County, FL 941-743-1537 Varies Various City of Palm Bay, FL 321-953-8937 Varies Various City of Ft Lauderdale, FL 954-828-5013 Varies Various Seminole County, FL 407-665-7168 Varies Various City of North Port, FL 941-429-7119 Varies Various Bay Cou nty, FL 850-248-8240 Varies 4. The following information shall be attached to the proposal. a) RESPONDENT's Organizational Chart. b) RESPONDENT's proposed Financial Advising Team Chart for the City's Engagement c) Resumes of proposed key engagement team personnel. 5. List and describe any: a) Bankruptcy petitions filed by or against the Respondent or any predecessor organizations, Any arbitration or civil or criminal proceedings, or b) c) Suspension of contracts or debarring from Bidding or Responding by any public agency brought against the Respondent in the last five (5) years Thomas F. Pepe 10·13·14 16 4.) a) RESPONDENT's Organizational Chart. First Southwest Company, First Southwest Asset Management, Inc. and FSW Advisory Services, Inc., all Delaware corporations, are wholly-owned subsidiaries of First Southwest Holdings LLC, which is a wholly- owned subsidiary of PlainsCapital Bank. PlainsCapital Bank is a wholly-owned subsidiary of PlainsCapital Corporation, which is wholly-owned by Hilltop Holdings Inc. On April 1,2014, Hilltop Holdings Inc. ("Hilltop"), the ultimate parent company of First Southwest Company ("FirstSouthwest"), entered into a definitive merger agreement with SWS Group, Inc. ("SWSG"), the parent company of Southwest Securities, Inc., providing for the merger of SWSG with and into Hilltop. The merger is subject to customary closing conditions and is expected to be completed prior to the end of2014. See the following ownership structure of the firm. b) RESPONDENT's proposed Financial Advising Team Chart for the City's Engagement Proposed Finance Team ~ South Miami Co·Project Managers Engagement Manager Edward Stull, Jr. Managing Director Orlando Office 28-Years License: Series 7, 53, 63, 79 Day-to·Day Contact Joel Tindal Senior Vice President Orlando Office 9-Years License: Series 7, 63, 79 firstSouthwest ~ Member FINRA & sIre I © 2014 l'irstSouthwest Senior Support Lakshmi McGrath Vice President Aventura Office 16-Years License: Series 7, 63, 79 Analytical Support Andrew Mazlin Analyst Orlando Office 3-Years License: Series 7, 63 Structured Products Richard Konkel Senior Vice President Dallas Office 9-Years License: Series 7, 63, 79 Bond Pricing Support Long-Term Pete Stare Managing Director Dallas Office 39-Years License: Series 7, 53, 63 Mark Galvin Senior Vice President Orlando Office 3D-Years License: Series 7, 52, 63, 79 Credit Specialist Angela Kukoda Senior Vice President Dallas Office 2D-Years License: Series 52, 63 Investment Management Scott MCintyre Senior Vice President Austin Office 16-Years License: Series 7, 24, 63, 65 Bond Pricing Support Short·term Donna Ciecimarro Senior Vice President New York Office 27-Years License: Series 7, 63 c) Resumes of proposed key engagement team personnel Areas of Focus Edward D. Stull, Jr. Managing Director 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 ed.stull@firstsw.com Specializes in the areas of cities; counties; water, sewer and stormwater utilities; special assessments; CRAs; transportation and toll financing; and not-for-profit organizations Profile More than 28 years' experience in banking and public finance • Joined FirstSouthwest in 2001 Has served as banker on over $15 billion in municipal transactions, including fixed and variable rate municipal bonds, private placements, and interest rate swaps Page 11 Has provided services for issuers such as the Cities of North Port, Venice, Punta Gorda, Oviedo, Fort Lauderdale, Port St. Lucie, Palm Bay, North Miami Beach, Bay Harbor Islands, Miami and Fernandina Beach, Florida; the counties of Indian River, Martin, Sarasota, Taylor and Lake; Tampa- Hillsborough County Expressway Authority; New Jersey Turnpike Authority; Rhode Island Turnpike and Bridge Authority; Orlando-Orange County Expressway Authority; Oklahoma Turnpike Authority; New York State Thruway Authority; Illinois State Toll Highway Authority; Buffalo and Fort Erie Public Bridge Authority (Peace Bridge); Miami-Dade County Expressway Authority; and the Florida Ports Financing Commission Prior to joining FirstSouthwest, Ed served as a relationship manager with Sun Trust Bank where he specialized in providing direct bank loans, letters of credit, liquidity facilities, investments, cash management and interest rate hedging products to a variety of clients in the governmental and institutional markets Accomplishments Has participated in over $15 billion in municipal and tax-exempt transactions In 2003, Ed served as the lead financial advisor on the $ 1.07 billion financing for the Orlando-Orange County Expressway Authority, a complex financing that received recognition as The Bond Buyer's "Deal of the Year" as one of the 10 most innovative deals in the country for 2003 Education Bachelor of Science in Finance, University of Florida Current Affiliations • International Bridge, Tunnel and Turnpike Association • Florida Citrus Spotts Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 FirstSouthwest ~ Member FINRA & SIPe I © 2014 FirstSouthwest Areas of Focus Joel G. Tindal Senior Vice President 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 joel.tindal@firstsw.com Specializes in public finance Profile • Joined First Southwest in 2005 Provides financial advisory services to municipal issuers throughout the State of Florida including providing quantitative financial analysis, modelling proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency and bond insurer presentations, obtains credit enhancement, and contributes to the general processing offinancings for numerous clients • Has provided services for issuers such as the cities of Fort Lauderdale, Palm Bay, Punta Gorda, South Miami, Venice; the counties of Bay, Charlotte, Escambia, Sarasota; the Florida Ports Financing Commission, GaspariIla Island Bridge Authority, Orlando Orange County Expressway Authority, Miami-Dade County Aviation Department, and Riviera Beach Community Redevelopment Agency among many others • Participated in over $6 billion in municipal transactions including fixed and variable rate municipal bonds, loans, and interest rate swaps Education • Bachelor of Science in Business Administration majoring in Finance, University of Florida Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Page 12 Areas of Focus Lakshmi McGrath Vice President 18851 NE 29th Avenue, Suite 520 Aventura, Florida 33180 Telephone: 305.819.8886 lakshmi.mcgrath@firstsw.com Specializes in public finance Profile • Joined First Southwest in 1998 • Has been in the municipal business since 1987 • Serves as financial advisor to issuers including Miami International Airport, Miami-Dade County Expressway Authority, I-lousing Finance Authority of Lee County, and other South Florida issuers Provides quantitative financial analysis, models proposed financing structures, analyzes credit and cash flow, reviews legal documentation, prepares rating agency and bond insurer presentations, obtains credit enhancement, and oversees the general processing offinancings • Involved in more than $6 billion in new money, refunding, variable rate debt issuances, and over $2 billion in commercial paper transactions • Previously served as the lead banker in a wide array of financings for Florida issuers, including utility systems, ad valorem and non-ad valorem issues, and many other types of general governmental financings, as well as many financings in specialized sectors such as housing, transportation, and healthcare Previously served as Vice President in the Corporate Trust department at First Union National Bank and administered a large diverse portfolio of bond issues for major Florida and Georgia issuers (specialization in Housing) • Has more than 16 years of banking, trust operations and administration experience in both corporate and consulting environments Has worked for the First Union National Bank, Federal Reserve Bank of AtlantalMiami Branch, Southeast Bank, N.A., Bradford Trust, FIDATA Trust, Wall Street Trust, and Bank of New York (which acquired Wall Street Trust) firstSouthwest ~ Member flNRA & SIPC I © 2014 FirstSouthwest Education • Bachelor's degree in Mathematics, Rutgers University Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FlNRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 n Senior Vice President 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 mark.galvin@firstsw.com Areas of Focus Specializes in general municipal finance, utilities, higher education and non-far-profits Profile Joined FirstSollthwest in 2002 Has more than 30 years of investment banking and financial advisory experience Has provided services for issuers such as the cities of Deltona, Edgewater, Haines City, Lake Mary, Mascotte, New Smyrna Beach, Ocoee, Orlando, Oviedo, Palm Coast, Sanford, South Daytona, Tavares; the counties of Citrus and Okaloosa; Florida A&M University, University of Central Florida, University of North Florida, Florida Community Services Corporation of Walton County, Florida Gas Utility, Florida PACE Funding Agency, Orlando-Orange County Expressway Authority, Pace Water Authority, and Tohopekaliga Water Authority. Knowledgeable in all aspects of municipal finance including: utility bonds, certificates of Page 13 participation. general obligation bonds, higher education and healthcare financings, airport revenue bonds, storm water, and general infrastructure financings Education • Bachelor of Science in Business Administration, University of Central Florida Master of Business Administration, University of Central Florida Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Andrew A. Mazlin Analyst 450 S. Orange Avenue, Suite 460 Orlando, Florida 32801 Telephone: 407.426.9611 Andrew.Mazlin@firstsw.com Areas of Focus Specializes in technical and analytical investment banking services for a variety of clients Profile Joined FirstSouthwest in 20 II Responsible for client, project and analytical support for each engagement • Has provided analytical services to issuers such as the Town of Bay Harbor Islands, the cities of Edgewater, Fort Lauderdale, Hialeah Gardens, North Miami Beach, Ocoee, Panama City, Palm Coast, Sanford, Tavares; and the counties of Bay, Escambia, Lake, Martin and Okaloosa Assists with bond sizing, spreadsheet modeling, refunding analyses, interest rate swap analyses, and documentation review for debt offerings Education Bachelor of Literature, Science & Arts in Economics, University of Michigan Licenses Held FirstSouthwest Member FINRA & slPe I © 2014 FirstSouthwest Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 Areas of Focus Angela M. Kukoda Senior Vice Presrdent 325 N. St. Paul Street, Suite 800 Dallas, Texas 75201 Telephone: 214.953.4003 angela. k ukoda@firstsw.com Head of Public Finance Credit and Research Profile • Joined FirstSouthwest in 2010 Assists in structuring transactions and introducing new credits to the market • Provides regular feedback to rating agencies on criteria and analytic approaches • Experience and expertise in broad range of sectors, including state and local government general obligation and appropriation-backed debt, municipal utility, special tax, and transportation (airport, seaport, toll road, mass transit, and rental car facility) Issuers covered include Atlanta, GA (general obligation, water and sewer and airport); Bay Area Rapid Transit; Dallas, TX(general obligation); Dallas Area Rapid Transit; Dallas-Fort Worth International Airport; Detroit, MI; Kansas City, MO (airport); Miami-Dade County (airport, seaport and solid waste); Miami-Dade Expressway Authority; Oakland, CA; North Texas Tollway Authority; Port of Houston Authority; Sacramento, CA and University of Houston Author of two FirstSouthwest white papers Prior to joining FirstSouthwest, was senior analyst with a municipal bond insurer responsible for underwriting all transportation credits and Puerto Rico names; and did sell-side research for a prominent Wall Street firm Began career at Standard & Poor's (seven years), covering high-profile credits and state-level issuers throughout the U.S. Education Page 14 Master.s Degree in International Economics, Columbia University School of International and Public Affairs • Bachelor of AI1s in Political Science, New York University, Phi Beta Kappa Current Affiliations • National Federation of Municipal Analysts, Board of Governors • Southern Municipal Finance Society, Board of Directors American Association of Port Authorities Finance Committee Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o Municipal Securities Representative, Series 52 o Uniform Securities Agent, Series 63 Area of Focus 325 North St. Paul Street, Suite 800 Dallas, TX 75201 214.953.4020 richard.konkel@firstsw.com Structured finance specialist focusing on municipal investment products, municipal derivatives and related technology products Profile Has 14 years of combined experience in public finance and technical project management for financial services, insurance, health care and transportation/logistics industries Joined FirstSouthwest in 2007; previously at Stifel Nicolaus Responsibilities include providing analytical solutions for fair market valuation of derivatives, GASB/F ASB consulti ng and credit surveillance, among others Education Master of Business Administration, Crummer Graduate School of Business, Rollins College Bachelor of Science in Mathematics, Florida State University FirstSouthwest ~ Member FINRA & SIPC I if) 2014 FirSISouthwest Licenses Held Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Investment Banking Representative, Series 79 Scott D. MCintyre, CFA Senior Vice President and Senior Portfolio Manager 300 West Sixth Street, Suite 1940 Austin, TX 78701 Telephone; 800.575.3792 scott. mcintyre@firstsw.com Areas of Focus Specializes in investment consulting and portfolio management for local governments Profile • Joined FirstSouthwest in 1998 as Senior P0l1folio Manager • Is the primary manager of FirstSouthwest Asset Management's Investment Management Division and oversees the daily operations of the group Develops economic and interest rate outlook Determines appropriate investment policies and strategies for fixed income clients. Reviews client revenue and expense cash flows Analyzes investment alternatives and calculates relative value of individual securities • Presents various investment options to clients • Purchases investment securities on a competitive basis • Reviews monthly and quarterly reports Evaluates policy compliance and account performance Past experience includes market and securities analysis, management of the mOl1gage-backed securities portfolio and active trading of short Treasury positions Education Bachelor of Science in Management, Texas State University Page 15 Current Affiliations CF A Institute • Association for Financial Professionals Austin Society of Financial Analysts • Government Treasurers Organization of Texas Licenses and Designations • Chartered Financial Analyst (CFA) designation from the CF A Institute • Certified Treasury Professional (CTP) designation from the Association for Financial Professionals • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Principal, Series 24 o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 o Uniform Investment Adviser, Series 65 Peter B. Stare Managing Director 325 North St. Paul Street, Suite 800 Dallas, Texas 75201 Telephone: 214.953.4040 peter.stare@firstsw.com Area of Focus Long-Tenn Underwriting of municipal bonds Profile • Joined First Southwest in 1996 Responsible for the negotiated underwriting efforts of both tax-exempt and taxable municipal issues Has been involved in the securities industry since 1974 in the areas of sales, trading, underwriting, and pOlifolio management • Worked with several regional and nationally recognized firms managing their trading desks, municipal bond departments, and investment divisions Education Bachelor of Business Administration, Southern Methodist University FirstSouthwest Member FlNRA & SIPC I'V 2014 FirstSouthwcst Past Affiliations • The Municipal Advisory Council of Texas, board member • Municipal Bond Clubs of Dallas and Houston, president Licenses Held • Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Municipal Securities Principal, Series 53 o Uniform Securities Agent, Series 63 Areas of Focus 485 Madison Ave, Suite 1800 New York, NY 10022 Telephone: 212.474.8823 donna.ciccimarro@firstsw.com Tax-exempt money market trading and underwriting Profile • Joined FirstSouthwest in May 2009 Has worked in the municipal securities industry for 27 years • Previously worked at JPMorgan where she managed and traded the tax-exempt and taxable municipal CP portfolio authorized at more than $14 billion Worked as a senior institutional salesperson, distributing tax-exempt money market products to many of the largest domestic money fund customers and corporations Worked with issuer clients including the City of Houston, New York City Municipal Water, University of Texas, Texas Public Finance Authority, Harvard University, University of California, City Public Service of San Antonio, South Carolina Public Service, JEA, San Antonio Water, the State of California, NYS Power Authority, Texas A&M, and Stanford University • Began her career in the municipal industry at Merrill Lynch where she was a trader and underwriter in the short-term group, managing $13 billion portfolio of variable rate products Page 16 comprised of weekly and daily VRDBs, tax- exempt commercial paper, and put bonds Served as a municipal marketing specialist to the retail sales force, analyzing municipal bond portfolios and making recommendations pertaining to individual investors' specific needs Education Bachelor's degree in English Education, Monmouth University; Cum Laude Current Affiliations Municipal Bond Women's Club of New York, President Licenses Held 5) Registered Representative of the Financial Industry Regulatory Authority (FINRA) o General Securities Representative, Series 7 o Uniform Securities Agent, Series 63 a) Bankruptcy petitions filed by or against the Respondent or any predecessor organizations None. b) any arbitration or civil or criminal proceedings, or From time to time in the ordinary course of its business, FirstSouthwest is involved in civil legal proceedings and arbitration proceedings concerning matters arising in connection with the conduct of its business. To the best of our knowledge, information and beliefbased upon the facts available at this time, there is no threatened or pending litigation or arbitration proceeding that we believe would have a material adverse impact on the ability of FirstSouthwest to perform public finance investment banking and advisory services. c) Suspension of contracts or debarring from Bidding or Responding by any public agency brought against the Respondent in the last five (5) years None. FirstSouthwest~ Member FINRA & sire I © 2014 FirstSollthwest Page 17 6. Government References: list other Government Agencies or Quasi-government Agencies for which you have been engaged in Financial Advising Services within the past five (5) years. Name of Agency: Address: Telephone No.: Contact Person: Financing Engagement: Name of Agencr. Address: Telephone No.: Contact Person: Financing Engagement: Name of Agency: Address: Telephone No.: Contact Person: financing Engagement: Thomas F. Pepe 10·13·14 City of Palm Bay, FL 120 Malabar Road S.E. Palm Bay, FL 32907 321-953-8937 Yvonne McDonald, Finance Director Over $86 Million of special obligation, gas tax, and utility system f1nancings City of Fort Lauderdale. FL 100 N. Andrews Avenue Fort Lauderdale, FL 33301 954-828-50 13 Lee Feldman, City Manager Over $525 Million of special obligation and water and sewer financings City of Punta Gorda, FL 326 W. Marion Avenue Punta Gorda, FL 33950 941-575-3336 David Drury, Finance Director Over $20 Million In bank loan refunding issuance END OF SECTION 17 STATE OF FLORIDA OIZ.AlJ~ e COUNTY OF Ml1\r'''-~AOE NON COLLUSION AFFIDAVIT _ .... J...=o...=e.::..I...=T:..:;i;:.:n:..::d::;a:;:.I _______________ being first duly sworn, deposes and states that: (I) He/Sherrhey is/are the __ R_e .... p_r_e_se_n_t_a_ti_v_e ________________ _ (Owner, Partner, Officer, Representative or Agent) of First Southwest Company the Respondent that has submitted the attached Proposal; (2) He/She/They is/are fully informed concerning the preparation and contents of the attached Proposal and of all pertinent circumstances concerning such Proposal; (3) Such Proposal is genuine and is not a collusive or sham Proposal; (4) Neither the said Respondent nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Respondent, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from Bidding or proposing in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Respondent, firm, or person to fix any overhead, profit, or cost elements of the Proposal or of any other Respondent, or to fix any overhead, profit, or cost elements of the Proposal Price or the Proposal Price of any other Respondent, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (ReCipient), or any person interested in the proposed Work; (5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Respondent or any other of its agents, representatives, owners, employees or parties of interest, including this affiant. Signed, sealed and delivered in the presence of: Thomas F. Pepe 10·13·14 BY~_ Joel Tindal, Senior Vice President Print Name and Title 12/16/2014 Date 18 ACKNOWLEDGEMENT STATE OF FLORIDA C) ro..'n~e. COUNTY OF MIA~11·DA9E On this the 16 day of December . 20.....]L. before me. the undersigned Notary Public of the State of Florida. personally appeared (Name(s) of individual(s) who appeared before notary) and whose name(s) is/are Subscribed to the within instrument. and he/shelthey acknowledge that he/shelthey executed it. WITNESS my hand and official seal. NOTARY PUBLIC: SEAL OF OFFICE: ---~ ""u"", • .. ,.". GINA SPEARS,CARTAGENA • :1 Notary Public· Stale 01 Florida My Comm. Expire. Dec 111. 2011 , COIIIIIIIuIon • FF t732Zt Thomas F. Pepe 10-13-14 (Name of Notary Public: commissioned.) X. Personally known to me. or Personal identification: Type of Identification Produced Did take an oath, or Did Not take an oath. r type as 19 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes -"A person or affiliate who has been placed on the convicted vendor list foHowing a conviction for a public entity crime may not submit a Proposal or bid on a Contract to provide any goods or services to a public entity, may not submit a Bid or proposal for a Contract with a public entity for the construction of repair of a public building or public work, may not submit bids or proposals on leases or real property to a public entity, may not be awarded to perform Work as a RESPONDENT, Sub-contractor, supplier, Sub-consultant, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list". The award of any contract hereunder is subject to the provIsions of Chapter 112, Florida State Statutes. Respondents must disclose with their Proposals, the name of any officer, director, partner, associate Dr agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I. This sworn statement is submitted to First Southwest Company [print name of the public entity] by Joel Tindal, Senior Vice President [print individual's name and title] for First Southwest Company [print name of entity submitting sworn statement] whose business address is 325 N. St. Paul Street, Suite 800 Dallas, TX 75201 and (if applicable) its Federal Employer Identification Number (FEIN) is 75-0708002 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ----------------------------------------.) 2. understand that a "public entity crime" as defined in Paragraph 287.133 (I )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity Dr with an agency or political subdivision of any other state or of the United States, including, but not limited to , any bid, proposal Dr contract for goods Dr services to be provided to any public entity or an agency or political subdivision of any other state Dr of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, Dr material misrepresentation. 3. I understand that "convicted" Dr "conviction" as defined in Paragraph 287.133 (I) (b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with Dr without an adjudication of guilt. in any federal or state trial court of record relating to charges brought by indictment or information after July I. 1989. as a result of a jury verdict. non-jury trial. Dr entry of a plea of guilty Dr nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133 (I) (a). Florida Statutes. means: (a) A predecessor Dr successor of a person convicted of a publiC entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors. executives. partners, shareholders. employees. members. and agents who are active in Thomas F. Pepe 10-13-14 20 the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. understand that a "person" as defined in Paragraph 287.133 (I) (e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or proposal or applies to bid or proposal on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] ~ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. ___ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1,1989. ___ The entity submitting this sworn statement, or one or more of its officers. directors, executives, partners, shareholders. employees, members. or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY. AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017. FLORIDA STATUTES. FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. ~~ /)-+h 1) [Sign:ure] i,i Sworn to and subscribed before me this (tI day of '_'C.Lem~;"-. 20..r:r..... Personally known IX. ~ ~W4-~~tA.J OR Produced identification Notary Public -State of flor i dc:J (Type of identification) Form PUR 7068 (Rev.0611 1/92) Thomas F. Pepe 10-13-14 My commission expires 12/lIc/m (Printed, typed or stamped commissidned name of notary public) ",UIII", ,: •• \~V -I!IJ-" GINA SPEARS-CARTAGENA ~~ ~\ Notary Public -State of Florida oJ My Comm. Expires Dec 16,2018 ~~~!" Commission II FF 173229 21 DRUG FREE WORKPLACE Whenever two or more Bids or Proposals which are equal with respect to price. quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid or Proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie Bids or Proposals shall be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program. a business shall: I) Publish a statement notifying employees that the unlawful manufacture. distribution, dispensing, possession. or use of a controlled substance is prohibited in the workplace and specifying the actions that shall be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling. rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (I). 4) In the statement specified in Subsection (I), notify the employees. that, as a condition of working of the commodities or contractual services that are under Bid. he employee shall abide by the terms of the statement and shall notify the employee of any conviction of, or plea of guilty or nolo contendere to. any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) business days after such conviction. 5) Impose a sanction on. or require the satisfactory participation in a drug abuse assistance or rehabilitation program. if such is available in the employee'S community. by any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. RESPONDENT's Signature: ~L P"ot N,me, Joel Ti~ Date: 12/16/2014 Thomas F. Pepe 10-13-14 22 ACKNOWLEDGEMENT OF CONFORMANCE WITH OSHA STANDARDS TO THE CITY OF SOUTH MIAMI We, First Southwest Company , (Name of CONTRACTOR), hereby acknowledge and agree that as CONTRACTOR for the "Financial Advisory Services" project as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami and N/A (Consultant) against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (Sub-contractor's names): None. to comply with such act or regulation. CONTRACTOR First Southwest Company Joel Tindal Senior Vice President Title Thomas F. Pcpc 10-13-14 23 RELATED PARTY TRANSACTION VERIFICATION FORM N/A _______________ , individually and on behalf of ______________ _ ("Firm")have Name of Representative CompanylVendorlEntity read the City of South Miami ("City")'s Code of Ethics, Section 8A-1 of the City's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: (I) neither I nor the Firm have any conflict of interest (as defined in section 8A-I) with regard to the contract or business that I, and/or the Firm, am (are) about to perform for, or to transact with, the City, and (2) neither I nor any employees. officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section SA-I, who is an employee of the City or who is(are) an appointed or elected official of the City, or who is (are) a member of any public body created by the City Commission, i.e., a board or committee of the City, [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (2) shall be based solely on the signatory's personal knowledge and he/she.is not required to make an independent investigation as to the relationship of employees or those who have a financial interest in the Firm.]; and (3) neither I nor the Firm. nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (I.e .. spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the City or has a financial interest. direct or indirect, in any business being transacted with the city, or with any person or agency acting for the city. other than as follows: _(use (if necessary, use a separate sheet to supply additional information that will not fit on this line; however. you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (3) shall be based solely on the Signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship of those who have a financial interest in the Firm.]; and (4) no elected and/or appointed official or employee of the City of South Miami. or any of their immediate family members (i.e .• spouse. parents, children. brothers and sisters) has a financial interest, directly or indirectly, in the contract between you and/or your Firm and the City other than the following individuals whose interest is set forth following their use a separate names: ________________________ _ (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference. on the above line. to the additional sheet and the additional sheet must be signed under oath). The names of all City employees and that of all elected and/or appointed city officials or board members. who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: (if necessary, use a separate sheet to supply additional information that will not fit on this line; however. you must make reference. on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (4) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the financial interest in the Firm of city employees. appointed officials· or the immediate family members of elected and/or appointed official or employee.] (5) I and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the City. to secure a special privilege, benefit. or exemption for ourselves, or others. We agree that we may not disclose or use information. not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Thomas F. Pepe 10-13-14 24 (6) I and the Firm hereby acknowledge that we have not contracted or transacted any business with the City or any person or agency acting for the City, and that we have not appeared in representation of any third party before any board, commission or agency of the City within the past two years other than as follows: (if necessary. use a separate sheet to supply additional information that will not fit on this line; however. you must make reference. on the above line, to the additional sheet and the additional sheet must be signed under oath). X:\PurchasingWendor Registration\12.28.12 RELATED PARTY TRANSACTION VERIFICATION FORM [3].docx (7) Neither I nor any employees. officers, or directors of the Firm, nor any of their immediate family (Le .• as a spouse, son, daughter, parent, brother or sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any city employee; or (iii) any member of any board or agency of the City other than as follows: _____ :--___ -:-__ :---:-_:--______ (if necessary. use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded. the statement in this section (7) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship by blood or marriage of employees, officers, or directors of the Firm, or of any of their immediate family to any appointed or elected officials of the City, or to their immediate family members]. (8) No Other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm. nor any member of those persons' immediate family (Le., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties") has responded to a solicitation by the City in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: _-----------------_______________ (if necessary. use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (8) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation into the Other Firm, or the Firm he/she represents, as to their officers, directors or anyone having a financial interest in those Firms or any of their any member of those persons' immediate family.] (9) I and the Firm agree that we are obligated to supplement this Verification Form and inform the City of any change in circumstances that would change our answers to this document. Specifically. after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. (10) A violation of the City's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any agreement with the City. and the imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami-Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the statements made hereinabove are true and correct to the best of my knowledge, information and belief. Signature: _____________ _ Print Name & Title: ______________ _ Date: _____________ _ ATTACHED: Sec. SA-I -Conflict of interest and code of ethics ordinance. Municode Page IOf4 Thomas F. Pepe 10-13-14 25 Detail by Entity Name Detail by Entity Name Foreign Profit Corporation FIRST SOUTHWEST COMPANY Filing Information Document Number FEIIEIN Number Date Filed State Status Principal Address F04000000354 750708002 01/21/2004 DE ACTIVE 325 NORTH ST. PAUL STREET SUITE 800 DALLAS, TX 75201 Changed: 04/06/2006 Mailing Address 325 NORTH ST. PAUL STREET SUITE 800 DALLAS, TX 75201 Changed: 04/06/2006 Registered Agent Name & Address CAPITOL CORPORATE SERVICES, INC. 155 OFFICE PLAZA DR., STE. A TALLAHASSEE, FL 32301 Name Changed: 09/25/2006 Address Changed: 09/25/2006 Officer/Director Detail Name & Address Title CPO FEINBERG, HILL A 325 NORTH ST. PAUL STREET, SUITE 800 DALLAS, TX 75201 Title 0 Page 1 of3 http://search.sunbiz.org/lnquiry/CorporationSearch/SearchResultDetaiIlEntityName/forp-fO... 3/6/2014 Detail by Entity Name BARTOLOTTA, MICHAEL G 700 MILAM STREET HOUSTON. TX 77002 Title V COMMONS, DAVID A 325 NORTH ST. PAUL STREET, SUITE 800 DALLAS. TX 75201 Title S WITTNEBEN, BRIAN L 325 NORTH ST. PAUL STREET. STE. 800 DALLAS. TX 75201 Title D MARZ. MICHAEL J 325 NORTH ST. PAUL STREET. STE. 800 DALLAS, TX 75201 Title D ENTREKIN. ANNE B 70 NORTHEAST LOOP 410 SAN ANTONIO. TX 78216 Title Director Gurghigian. Maureen E 12 Breakneck Hill Road. suite 200 Lincoln. RI 02865 Title Director Medanich. David K 777 Main Street, Suite 1200 Fort Worth, TX 76102 Title Director Placide, Wayne B 325 N. Saint Paul Street, Suite 800 Dallas, TX 75201 Title Director Sauer, Henry A, Jr. 700 Milam Street Houston, TX 77002 Title Treasurer Page 2 of3 http://search.slln biz.org/I nq II i ry ICorporati on Search/Search Resul tDetai I/Enti ty N ame/forp-ro... 3/612014 Detail by Entity Name Brawner, Joseph L 325 N. Saint Paul Street, Suite 800 Dallas, TX 75201 Annual Reports Report Year 2011 2012 2013 Document Images Filed Date 04/28/2011 04/25/2012 04/15/2013 04/15/2013 --ANNUAL REPORT I View image in PDF format 04/25/2012 --ANNUAL REPORT 1~==V=ie=w=i=m=ag=e=in=p=D=F=~=or=m=a=t =~ 04/28/2011 --ANNUAL REPORT 1~==V=ie=w=i=m::::ag=e=in=p=D=F=f=orm=a=t =~ 04/20/2010 --ANNUAL REPORT ~I ==V=i=ew=im=a=g=e=in=p=D=F=fo=rm=at==: 03/31/2009 --ANNUAL REPORT 1:==V=ie=w=i=m=ag::e=in=p=D=F=~=or=m=a=t =~ 04/02/2008 --ANNUAL REPORT :=' ==V=i=ew=im=a=g=e =in=p=D=F=fo=r=m=at=~ 04/26/2007 --ANNUAL REPORT I View image in PDF format 09/~~2QQ6--Reg.AgentChange~'==V=i=ew=im=a=g=e=in=P=D=F=fu=rm=at==: 04/06/2006 --ANNUAL REPORT View image in PDF format 04/07/2005 --ANNUAL REPORT ~=V=i=ew=im=a=g=e=in=p=D=F=fo=rm=at==: 02/13/2004 --Reg. Agent Change :==V=ie=w=i=m::::ag::e=in=p=D=F=f=or=m=a=t =~ 01/21/2004 --Foreign Profit View image in PDF format Page 3 of3 http://search . sunbiz. org/! nq u iry ICorporati onSearch/SearchResu) tDetai IIEnti t y N ame/forp-m... 3/6/2014 2014-2015 NOTICE-THIS RECEIPT ONLY EVIDENCES PAYMENT OF THE LOCAL BUSINESS TAX PURSUANT TO CH. 205, FLORIDA STATUTES. IT DOES NOT PERMIT THE HOLDER TO OPERATE IN VIOLATION OF ANY CITY, STATE, OR FEDERAL LAW. CITY PERMITIING MUST BE NOTIFIED OF ANY MATERIAL CHANGE TO THE INFORMATION FOUND HEREIN BELOW. THIS RECEIPT DOES NOT CONSTITUTE AN ENDORSEMENT OR APPROVAL OF THE HOLDER'S SKILL OR COMPETENCY. ACORD~ CERTIFICATE OF LIABILITY INSURANCE J DATE (MM/DDIYYVY) ~ 12/4/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Belen stuart NAME: Roach Howard Smith & Barton P~gN.r. ".tI. I r,e~ NQ); (972) 8750 N. Central Expressway (972) 744-2704 744-2804 Suite 500 E·MAIL hstuart@rhsb .. com ADDRESS: Dallas TX 75231 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Texas Mutual Ins Co 22945 INSURED (214) 953-4000 INSURER B: Great Northern Ins Co 20303 First Southwest Company First Southwest Asset Management, Inc. INSURER C : Federal Ins Co 20281 325 N. St. Paul Suite 800 INSURER D: Travelers Property & Cas America 36161 Dallas TX 75201 INSURER E : Fireman' s Fund Insurance Co 21873 INSURER F: COVERAGES CERTIFICATE NUMBER' Cert ID 29472 REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE I~~~~ .~~ POLICYEFF POLlCYEXP LIMITS LTR POLICY NUMBER MM/DDIYYYY MM/DDIYYYY B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I--tJ CLAIMS·MADE 0 OCCUR ~~~~~~J?E~=~nCe) I--35787714 12/15/2014 12/15/2015 $ 1,000 000 I--MED EXP (Anyone person) $ 10,000 I--PERSONAL & ADV INJURY $ 1,000,000 R'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 e OOO,000 DPRO. 0 PRODUCTS· COMP/OP AGG $ Included POLICY JECT LOC OTHER: Location Agg Limit $ 10,000,000 AUTOMOBILE LIABILITY ~OMBINED SINGLE LIMIT $ 1,000,000 I--E~ accident B ~ ANY AUTO 74968567 12/15/2014 12/15/2015 BODILY INJURY (Per person) S ALLO'M'JED ;--SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ I--'--NON·O'M'JED fp~~~&:~~t?AMAGE ~ HIRED AUTOS ~ AUTOS $ S C X UMBRELLA LIAS ~ OCCUR 79785393 12/15/2014 12/15/2015 EACH OCCURRENCE S 10,000,000 -EXCESS LlAB CLAIMS·MADE AGGREGATE S 10,000,000 OED I I RETENTION $ S WORKERS COMPENSA nON IPER I 1 0 TH-AD AND EMPLOYERS' LIABILITY TSF0001199604 -TX 4/1/2014 4/1/2015 X STATUTE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE 0 N/A HJUB3491N91614 -os 4/1/2014 4/1/2015 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ 1,000,000 E Excess Umbrella SHXOOO24445926 12/15/2014 12/15/2015 Each Occurrence 10,000,000 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more spaco is required) General and auto liability policies include a blanket automatic additional insured endorsement or provision that provides additional insured status to certificate holder only when there is a written contract between named insured and certificate holder that requires such status, General and auto liability policies contains a special endorsement or provision with "primary additional insured" wording. General and auto liability, and workers compensation policies include a blanket automatic waiver of subrogation endorsement or provision that provides this feature only when there is a written contract between named insured and certificate holder that requires it. CERTIFICA TE HOLDER CANCELLA TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. For Informational Purposes Only Confers No Rights to Holder AUTHORIZED REPRESENTATIVE £::cj~ Ivc.J.R ( .. I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and I'ogo are registered marks of ACORD Pa.ge 1 of 1 ACORD® CERTIFICA TE OF LIABILITY INSURANCE I DATE (MM/DDNYYYI ~ 12/4/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITiONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Helen Stuart NAME: Roach Howard Smith & Barton FAl8.N,io. Exll: (972) 744-2704 I r~~ Nol: (972) 744-2804 8750 N. Central Expressway Suite 500 E·MAIL hstuart@rhsb.com ADDRESS: Dallas TX 75231 INSURER(SI AFFORDING COVERAGE NAIC# INSURER A: Westchester Surplu~ Lines 10172 INSURED (214) 953 4000 INSURER B : XL Specialty Ins Co 37885 First Southwest Company First Southwest Asset Management, Inc. INSURER c: 325 N. St. Paul INSURER 0: Suite 800 Dallas TX 75201 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER' Cert ID 29471 REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ,~g~ 1SJ1~~ POLICY NUMBER 11~~hlg~1 ! 1~2l-J%')'M.Y) LIMITS LTR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -~ CLAIMS-MADE D OCCUR ~~~~~~J9E~~~~n~) -$ --- MED EXP (Anyone person) $ - PERSONAL & ADV INJURY $ - =r'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ DPRO-D PRODUCTS -COMP/OP AGG $ POLICY JECT lOC OTHER: $ AUTOMOBILE LIABILITY ~~~~b~~~tfINGlE LIMIT $ - ANY AUTO BODilY INJURY (Per person) $ -All OWNED ,-SCHEDULED BODilY INJURY (Per accident) $ -AUTOS I--AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Per accidenl $ -I-- $ UMBRELLA LlAB HOCCUR EACH OCCURRENCE $ - EXCESS LlAB CLAIMS-MADE ~f<~g_ATE $ DED I I RETENTION S $ WORKERS COMPENSATION I ~~~TUTE I IOTH- AND EMPLOYERS' LIABILITY ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE S If yes, desclibe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Errors & Omissions (E&O) G23619295010 12/20/2014 12/20/2015 Primary -Each 5,000,000 Occurrence & Agg B Excess Errors & Omissions ELU13716414 12/20/2014 12/20/2015 Excess of primary E&O -Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 1 ot, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. For Information Only Confer No Rights to Holder AUTHORIZED REPRESENTATIVE t:x'...: -\ \c/cb ( I © 1988-2014 ACORD CORPORATION. All fights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Page 1 of 1 CONTRACT FOR "FINANCIAL ADVISORY SERVICES" THIS CONTRACT, entered into this __ day of • 20--, by the CITY OF SOUTH MIAMI through its Manager, both of whom shall be hereinafter referred to as the "CITY" where applicable; located at 6130 Sunset Drive, South Miami, FL. E-mail: salexander@southmiamifl.gov and with an office and principal place of business located at ________ ---.J. and an e-mail address of (hereinafter called the "CONTRACTOR"). WITNESSETH: WHEREAS, the CITY is in need of FINANCIAL ADVISORY SERVICES; and WHEREAS, the CITY desires to retain the CONTRACTOR to provide the required good and/or services based on the CONTRACTOR's representations that it is qualified and capable of providing said goods and/or services in a professional and timely manner and in accordance with the CITY's goals and requirements; and WHEREAS, the CONTRACTOR has agreed to provide the required goods and/or services in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1) Engagement Of Contractor: Based on the representations of the CONTRACTOR as set out in the following "checked" documents the CITY hereby retains the CONTRACTOR to provide the goods and/or services set forth in said proposal, quote or response to solicitation, whichever is applicable, as modified by the Contract Documents defined below (all of which is hereinafter referred to as the Work"). (Check the box immediately preceding the document described below to indicate that such document is part of this contract) D Contractor's response to the CITY's written solicitation; or o Contractor's proposal or quote, or if none, D As described in paragraph 2 below. 2) Contract Documents: The Contract Documents shall include this Contract and the following "checked documents", as well as any attachments or exhibits that are made a part of any of the "checked documents". (Check the box immediately preceding the document described below to indicate that such document is part of this contract) D General Conditions to Contract, o Supplementary Conditions, D "Other Documents" referring to in this contract and signed by the parties, D Solicitation documents ("hereinafter referred to as "Bid Documents" including any request for bid, request for proposal or similar request) D Scope of Services, D Contractor's response to the CITY's Bid Documents, D Contractor's proposal or quote, D CITY's Insurance & Indemnification Requirements, o Payment Bond, o Performance Bond, This Contract and the General Conditions to Contract, Supplementary Conditions, the Solicitation, Scope of Services and "Other Documents", if any are "checked documents", shall take precedent over the response to the CITY's Bid Documents, the proposal or the quote, if any. The "checked documents" are attached hereto and made a part hereof by reference. 3) Date of Commencement: The CONTRACTOR shall commence the performance of the Work under this Contract on or on a date to be specified in a Notice to Proceed, or Purchase Order, (hereinafter referred to as the "Work Commencement Date"), and shall complete the performance hereunder within days or the length of time set forth in the Contract Documents, whichever is the shorter period oftime. Time is ofthe essence. 4) Primary Contacts: The Primary Contact Person in charge of administering this Contract on behalf of the CITY is the City Manager ("Manager"), assistant Manager, or the Manager's deSignee, who shall be designated in a writing signed by the Manager. The Primary Contact Person for the CONTRACTOR and his/her contact information is as follows: Name: Thomas F. Pepe 10-13-14 ______ e-mail: ___ -'; Fax: ___ Street Address: 32 5) Scope of Services: The goods and/or services to be provided are as set forth in the "checked documents". 6) Compensation: The CONTRACTOR's compensation for the performance of this contract (hereinafter referred to as the Contract Price) shall be one of the following indicated by a checked box 0 $ ___ . or as set forth in 0 CONTRACTOR's response to the City's written solicitation, if any, or, if none, then as set out in 0 CONTRACTOR's proposal or quote, whichever is applicable, and as modified by the Contract Documents. 7) Hours of Work: In the event that this contract requires the performance of services, it is presumed that the cost of performing the Work after regular working hours, and on Sunday and legal holidays is included in the Contract Price. However, nothing contained herein shall authorize work on days and during hours that are otherwise prohibited by ordinance unless specifically authorized or instructed in writing by the Director, the Director's assistant or designee. 8) TIme Provisions: The term of this Contract shall commence on the Work Commencement Date and shall continue for one (1) year until it expires onN/A: or unless earlier terminated according to the Contract Documents. Notwithstanding the foregoing, this Contract may be extended by an additional four (4) one (1) year periods if the extension is in writing and signed by the City Manager. An extension of the term of this Contract is at the CITY's sole and absolute discretion. 9) Termination: This contract may be terminated without cause by the CITY with 30 days of advanced written notice. This provision supersedes and takes precedence over any contrary provisions for termination contained in the Contract Documents. 10) Applicable law and Venue: Florida law shall apply to the interpretation and enforcement of this Contract. Venue for all proceedings shall be in Miami-Dade County, Florida. 11) Insurance, Indemnification & Bonding: CONTRACTOR shall comply with the insurance, indemnification and bonding requirements set forth in the Contract Documents. 12) liquidated Damages: In the event that the CONTRACTOR shall fail to complete the Work within the time limit set forth in the Contract Documents, or the extended time limit agreed upon, in accordance with the procedure as more particularly set forth in the Contract Documents, liquidated damages shall be paid at the rate of $N/A dollars per day until the Work is completed. 13) Jury Trial Waiver: The parties waive their right to jury trial. 14) Entire Agreement, Modification, and Non-waiver: The Contract Documents constitute the entire agreement of the parties and supersedes any prior agreements, written or oral. The Contract Documents may not be modified or amended except in writing, signed by both parties hereto. The Contract Documents, in general, and this paragraph, in particular, shall not be modified or amended by any acts or omissions of the parties. No failure to exercise and no delay in exercising any right, power or privilege shall operate as a waiver. No waiver of the Contract Documents, in whole or part, including the provisions of this paragraph, may be implied by any act or omission. 15) Public Records: CONTRACTOR and all of its subcontractors are required to comply with the public records law (s.119.0701) while providing goods and/or Services on behalf of the CITY and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project. 16) Background Screening. All personnel and volunteers that will provide any service pursuant to this Contract or related activities that might occur within 100 feet of any children involved in any City or its Agency's related activity must be in compliance with level I! Background Screening and fingerprinting requirements as per, Florida Statute 435.04, Chapter 435, Employment Screening, prior to the scheduled start of any employee or volunteer. CONTRACTOR shall prevent any and all of its personnel, including volunteers, from engaging in any related activities without having passed a background screening to the satisfaction of the City. 17) Drug Free Workplace. The CONTRACTOR shall comply with the Drug Free Workplace policy set forth in the City of South Miami's Personnel Manual which is made a part of this Contract by reference. 18) TRANSFER AND ASSIGNMENT. None of the work or services under this contract shall be subcontracted or assigned without prior written consent from the SMCRA which may be denied without cause. 19) NOTICES. All notices given or required under this contract shall be deemed sufficient if sent by a method that provides written evidence of delivery, including e-mail and facsimile transmission and delivered to the CONTRACTOR or his designated contact person. Return of mail, sent to the address contained herein for the parties or their contact persons, as not deliverable or for failure to claim the mail shall be deemed received on the date that the mail is returned to sender. Thomas F. Pepe 10-13-14 33 IN WITNESS WHEREOF, the parties, have executed this Contract, on or before the date first above written, with full knowledge of its content and significance and intending to be legally bound by the terms hereof. [Individual or entity's name) Witnessed: ATTESTED: By: _______ _ Maria Menendez City Clerk Read and Approved as to Form, Language, Legality and Execution Thereof: By: ________ _ City Attorney First Southwest Company BY:~ p Joel Tindal, Senior Vice President [name of signatory) CITY OF SOUTH MIAMI By: ________ _ Steven Alexander City Manager END OF SECTION Thomas F. Pepe 10·13·14 34 THE CITY Of Ptb\SANl UVINC ADDENDUM No. #1 Project Name: Financial Advisory Services RFQNO. FN #2014-03 Date: December 11, 2014 Sent: Fax/E-mail/webpage This addendum submission is issued to clarify, supplement and/or modify the previously issued Solicitation, and is hereby made part of the Documents. All requirements of the Documents not modified herein shall remain in full force and effect as originally set forth. It shall be the sole responsibility of the bidder to secure Addendums that may be issued for a specific solicitation. Question #1: On the Proposal Submittal Checklist Form on page 13 of the RFQ. I have a question regarding the last item checked "Signed Contract Documents (All -including General Conditions and Supplementary Conditions)." With this item being checked, does this mean our firm would have to sign the "Contract for Financial Advisory Services" starting on page 32 of the RFQ? Answer to Question #1: Yes, the contract document included with the RFQ must be signed but only the contract documents that are described and checked will be pati of the contract, such as the solicitation documents, response to the RFQ and Scope of Work. Question #2: If so, can we redline, if we have any changes? Answer to Question #2: Respondents may redline changes to the contract however, the City may not accept those changes and may, when evaluating other respondents proposals, reject the proposal from further consideration. IT SHALL BE THE SOLE RESPONSIBILITY OF THE BIDDER TO SECURE ADDENDUMS THAT MAY BE ISSUED FOR A SPECIFIC SOLICITATION. Page 1 of 1 THf CllY 01' "LEASANT LIVING ADDENDUM No. #2 Project Name: Financial Advisory Services RFQNO. FN #2014-03 Date: December 12,2014 Sent: Fax/E-maillwebpage This addendum submission is issued to clarify, supplement and/or modify the previously issued Solicitation, and is hereby made part of the Documents. All requirements of the Documents not modified herein shall remain in full force and effect as originally set forth. It shall be the sole responsibility of the bidder to secure Addendums that may be issued for a specific solicitation. Question #1: On page 11, Section H. "Tax-Exempt New Money Product Experience," what is specifically meant by "special facility obligation?" Answer to Question #1: "Special Facility Obligations" shall mean bonds or other debt instruments issued pursuant to an indenture or other resolution to finance Special Facilities and which are not secured by, nor payable, from a lien on and pledge of the Net Revenues; but, which are secured by revenues derived from Special Facilities. Question #2: On page 6, #17, a), it indicates that respondents shall deliver, as patt of its proposal, the Invitation for Proposal and Instructions to Respondents. Would you please clarify what documents these refer to? Answer to Question #2: Page 6, # I 7 is referring to the "Request for Qualifications" (RFQ), and the "Instructions to Respondents." The "Instructions to Respondents" are a part of the RFQ, Question #3: Page 6, # I 7, b), Does this mean we need to submit copies of all addenda posted to the website? Page 1 of2 Answer to Question #3: Yes, respondents submittal must include, copies of all addenda posted on the City's website, Bids and RFP's Section. Question #4: One page 7, #19, Liability, Licenses & Permits. Would you please advise as to what is required for investment banking firms under the City of South Miami Code? Answer to Question #4: Please visit https:llwww.municode.com/library/fl/south miami/codes/code of ordinances to obtain a copy of the City's code of Ordinance. IT SHALL BE THE SOLE RESPONSIBILITY OF THE BIDDER TO SECURE ADDENDUMS THAT MAY BE ISSUED FORA SPECIFIC SOLICITATION. Page 2 of2 n IE CITY Of PLEASANT LIVING CITY OF SOUTH MIAMI Financial Advisory Services RFQ #FN20 14-03 Submittal Due Date: December 17, 2014 at lOAM Solicitation Covel" Letter The City of South Miami, Florida (hereinafter referred to as "CSM") through its chief executive officer (City Manager) hereby solicits sealed proposals responsive to the City's request (hereinafter referred to as "Request for Qualifications" or "RFQ"). All references in this Solicitation (also referred to as a "Request for Qualifications" for Proposals" or ("Request for Qualifications") to "City" shall be a reference to the City Manager, or the manager's designee, for the City of South Miami unless otherwise specifically defined. The City is hereby requesting sealed proposals in response to this RFQ #FN20 14-03 titled "Financial Advisory Services." The purpose of this RFQ is to contract for the services necessary for the completion of the project for a term of one (I) year with the option of four (4) additional one (I) year periods at the discretion of the City Manager in accordance with the scope of services and the plans and/or specifications, if any, described in this RFQ (hereinafter referred to as "the Project" or "Project") Interested persons who wish to respond to this RFQ can obtain the complete RFQ package at the City Clerk's office Monday through Friday from 9:00 A.M. to 4:00 P.M. or by accessing the following webpage: http://www.southmiamifl.gov which is the City of South Miami's web address for solicitation information. Proposals are subject to the Standard Terms and Conditions contained in the complete RFQ Package, including all documents listed in the RFQ Table of Contents. The Proposal Package shall consist of one (I) original unbound proposal, four (4) additional copies and one (I) digital (or comparable medium including Flash Drive, DVD or CD) copy all of which shall be delivered to the Office of the City Clerk located at South Miami City Hall, 6130 Sunset Drive, South Miami, Florida 33143. The entire Proposal Package shall be enclosed in a sealed envelope or container and shall have the following Envelope Information clearly printed or written on the exterior of the envelope or container in which the sealed proposal is delivered: the title of this RFQ, as follows "Financial Advisory Services" RFQ # FN20 14-03 and the name of the Proposer (also referred to as "Respondent"). Special envelopes such as those provided by UPS or Federal Express will not be opened unless they contain the required Envelope Information on the front or back of the envelope. Sealed Proposals must be received by Office of the City Clerk, either by mail or hand delivery, no later than 10 A.M. local time on December 17,2014. These instructions should be compared with those contained in the "Instructions for Submission of Responses", found in the RFQ and if there is a conflict with the latter instructions, then the latter instructions sholl take precedence. A public opening will take place at 10 A.M. on the same date in the City Commission Chambers located at City Hall, 6130 Sunset Drive, South Miami 33143. Any Proposal received after 10 A.M. local time on said date will not be accepted under any circumstances. Any uncertainty regarding the time a Proposal is received will be resolved against the person submitting the proposal and in favor of the Clerk's receipt stamp. Proposals are subject to the terms, conditions and provisions of this letter as well as to those proviSions, terms, conditions, affidavits and documents contained in this RFQ Package. The City reserves the right to award the Project to the person with the lowest, most responsive, responsible Proposal, as determined by the City, subject to the right of the City, or the City Commission, to reject any and all proposals, and the right of the City to waive any irregularity in the Proposals or RFQ procedure and subject also to the right of the City to award the Project, and execute a contract with a Respondent or Respondents, other than to one who provided the lowest Proposal Price or, if the scope of the work is divided into distinct subdivisions, to award each subdivision to a separate Respondent .. Maria M. Menendez, CMC City Clerk, City of South Miami INSTRUCTIONS for RESPONDENT IT IS THE RESPONSIBILITY OF THE RESPONDENT TO THE SOLICITATION TO ENSURE THAT THE RESPONSE TO THE SOLICITATION (HEREINAFTER ALSO REFERRED TO AS THE "PROPOSAL" THROUGHOUT THE CONTRACT DOCUMENTS) REACHES THE CITY CLERK ON OR BEFORE THE CLOSING HOUR AND DATE STATED ON THE RFQ FORM. I. Purpose of RFQ. The City of South Miami is requesting proposals for the lowest and most responsive price for the Project. The City reserves the right to award the contract to the Respondent whose proposal is found to be in the best interests of the City. 2. Qualification of Proposing Firm. Response submittals to this RFQ will be considered from firms normally engaged in providing the services requested. The proposing firm must demonstrate adequate experience. organization. offices. equipment and personnel to ensure prompt and efficient service to the City of South Miami. The City reserves the right. before recommending any award. to inspect the offices and organization or to take any other action necessary to determine ability to perform in accordance with the specifications. terms and conditions. The City of South Miami will determine whether the evidence of ability to perform is satisfactory and reserves the right to reject all response submittals to this RFQ where evidence submitted. or investigation and evaluation, indicates inability of a firm to perform. 3. Deviations from Specifications. The awarded firm shall clearly indicate, as applicable, all areas in which the services proposed do not fully comply with the requirements of this RFQ. The decision as to whether an item fully complies with the stated requirements rests solely with the City of South Miami. 4. Designated Contact. The awarded firm shall appoint a person to act as a primary contact with the City of South Miami. This person or back-up shall be readily available during normal work hours by phone, email, or in person. and shall be knowledgeable of the terms of the contract. 5. Precedence of Conditions. The proposing firm, by virtue of submitting a response. agrees that City's General Provisions. Terms and Conditions herein will take precedence over any terms and conditions submitted with the response, either appearing separately as an attachment or included within the Proposal. The Contract Documents have been listed below in order of precedence. with the one having the most precedence being at the top of the list and the remaining documents in descending order of precedence. This order of precedence shall apply, unless otherwise specified in the Contract or General Conditions to the Contract: a) Addenda to RFQ b) Attachments/Exhibits to RFQ c) RFQ d) Supplementary conditions to Contract e) Attachment/Exhibits to Contract f) Form of the Contract g) Form of the General Conditions to Contract h) Proposal 6. Response Withdrawal. After Proposals are opened. corrections or modifications to Proposals are not permitted, but the City may allow the proposing firm to withdraw an erroneous Proposal prior to the confirmation of the proposal award by City Commission. if all of the following is established: a) The proposing firm acted in good faith in submitting the response; b) The error was not the result of gross negligence or willful inattention on the part of the firm; c) The error was discovered and communicated to the City within twenty-four (24) hours (not including Saturday. Sunday or a legal holiday) of opening the proposals received. along with a request for permission to withdraw the firm's Proposal; and d) The firm submits an explanation in writing, signed under penalty of perjury. stating how the error was made and delivers adequate documentation to the City to support the explanation and to show that the error was not the result of gross negligence or willful inattention nor made in bad faith. Thomas F. Pepe 10·13·14 4 7. The terms, provisions. conditions and definitions contained in the Solicitation Cover Letter shall apply to these instructions to Respondents and they are hereby adopted and made a part hereof by reference. 8. Any questions concerning the Solicitation or any required need for clarification must be made in writing. by December 15, 2014 at lOAM to the attention of Steven P. Kulick at skulick@southmiamifl.gov or via facsimile at (305) 663-6346. 9. The issuance of a written addendum is the only official method whereby interpretation and/or clarification of information can be given. Interpretations or clarifications, considered necessary by the City in response to such questions. shall be issued by a written addendum to the RFQ Package (also known as "RFQ Specifications" or "RFQ") by U.S. mail or other delivery method convenient to the City and the City will notify all prospective firms via the City's website. 10. Verbal interpretations or clarifications shall be without legal effect. No plea by a Respondent of ignorance or the need for additional information shall exempt a Respondent from submitting the Proposal on the required date and time as set forth in the public notice. I I. Cone of Silence: You are hereby advised that this Request for Proposals is subject to the "Cone of Silence," in accordance with Miami-Dade County Ordinance Nos. 98106 and 99-1. From the time of advertising until the City Manager issues his recommendation, there is a prohibition on verbal communication with the City's professional staff. All written communication must comply with the requirements of the Cone of Silence. The Cone of Silence does not apply to verbal communications at pre-proposal conferences. verbal presentations before evaluation committees. contract discussions during any duly noticed public meeting. public presentations made to the City Commission during any duly notice public meeting, contract negotiations with the staff following the City Manager's written recommendation for the award of the contract, or communications in writing at any time with any City employee. official or member of the City Commission unless specifically prohibited. A copy of all written communications must be contemporaneously filed with the City Manager and City Clerk 12. Violation of these provisions by any particular Respondent or proposer shall render any recommendation for the award of the contract or the contract awarded to said Respondent or proposer voidable, and. in such event, said Respondent or proposer shall not be considered for any Solicitation for a proposal, for qualifications, for a letter of interest or bid concerning any contract for the provision of goods or services for a period of one year. Contact shall only be made through regularly scheduled Commission meetings, or meetings scheduled through the Purchasing Division. which are for the purposes of obtaining additional or clarifying information. 13. Lobbying. All firms and their agents who intend to submit. or who submitted. bids or responses for this RFQ. are hereby placed on formal notice that neither City Commissioners, candidates for City Commissioner or any employee of the City of South Miami are to be lobbied either individually or collectively concerning this RFQ. Contact shall only be made through regularly scheduled Commission meetings. or meetings scheduled through the Purchasing Division, which are for the purposes of obtaining additional or clarifying information. 14. Reservation of Right. The City anticipates awarding one contract for services as a result of this RFQ and the successful firm will be requested to enter into negotiations to produce a contract for the Project. The City, however. reserves the right. in its sole discretion, to do any of the following: a) to reject any and all submitted Responses and to further define or limit the scope of the award. b) to waive minor irregularities in the responses or in the procedure required by the RFQ documents. c) to request additional information from firms as deemed necessary. d) to make an award without discussion or after limited negotiations. It is, therefore. important that all the parts of the Request for Qualifications be completed in all respects. e) to negotiate modifications to the Proposal that it deems acceptable. f) to terminate negotiations in the event the City deems progress towards a contract to be insufficient and to proceed to negotiate with the Respondent who made the next best Proposal. The City reserves the right to proceed in this manner until it has negotiated a contract that is satisfactory to the City. g) To modify the Contract Documents. The terms of the Contract Documents are general and not necessarily specific to the Solicitation. It is therefore anticipated that the City may modify these Thomas F. Pepe 10-13-14 5 documents to fit the specific project or work in question and the Respondent, by making a Proposal, agrees to such modifications and to be bound by such modified documents. h) to cancel, in whole or part, any invitation for Proposals when it is in the best interest of the City. i) to award the Project to the person with the lowest, most responsive, responsible Proposal, as determined by the City. o to award the Project, and execute a contract with a Respondent or Respondents, other than to one who provided the lowest Proposal Price. k) if the scope of the work is divided into distinct subdivisions, to award each subdivision to a separate Respondent. 15. Contingent Fees Prohibited. The proposing firm must warrant that it has not employed or retained a company or person, other than a bona fide employee, contractor or subcontractor, working in its employ, to solicit or secure a contract with the City, and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee, contractor or sub-consultant, working in its employ, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the City. 16. Public Entity Crimes. A person or affiliate of the Respondent who has been placed on the convicted vendor list pursuant to Chapter 287 following a conviction for a public entity crime may not submit a Proposal on a contract to provide any goods or services, or a contract for construction or repair of a public building, may not submit proposals on leases of real property to or with the City of South Miami, may not be awarded a contract to perform work as a CONTRACTOR, Sub-contractor, supplier, Sub-consultant, or consultant under a contract with the City of South Miami, and may not transact business with the City of South Miami for a period of 36 months from the date of being placed on the convicted vendor list. 17. Respondents shall use the Proposal Form(s) furnished by the City. All erasures and corrections must have the initials of the Respondent's authorized representative in blue ink at the location of each and every erasure and correction. Proposals shall be signed using blue ink; all quotations shall be typewritten or printed with blue ink. All spaces shall be filled in with the requested information or the phrase "not applicable" or "NA". The proposal shall be delivered on or before the date and time, and at the place and in such manner as set forth in the Solicitation Cover Letter. Failure to do so may cause the Proposal to be rejected. Failure to include any of the Proposal Forms may invalidate the Proposal. Respondent shall deliver to the City, as part of its Proposal, the following documents: 18. a) b) c) d) e) f) Goods: a) The Invitation for Proposal and Instructions to Respondents. A copy of all issued addenda. The completed Proposal Form fully executed. Proposal/Bid Bond, (Bond or cashier's check), if required, attached to the Proposal Form. Certificates of Competency as well as all applicable State, County and City Licenses held by Respondent Certificate of Insurance and/or Letter of Insurability. If goods are to be provided pursuant to this RFQ the following applies: Brand Names: If a brand name, make, manufacturer's trade name, or vendor catalog number is mentioned in this Solicitation, whether or not followed by the words "approved equal", it is for the purpose of establishing a grade or quality of material only. Respondent may offer goods that are equal to the goods described in this Solicitation with appropriate identification, samples and/or specifications for such item(s). The City shall be the sole judge concerning the merits of items proposed as equals. b) Pricing: Prices should be stated in units of quantity specified in the Proposal Form. In case of a discrepancy, the City reserves the right to make the final determination at the lowest net cost to the City. c) Mistake: In the event that unit prices are part of the Proposal and if there is a discrepancy between the unit price(s) and the extended price(s), the unit price(s) shall prevail and the extended price(s) Thomas F. Pepe 10-13-14 6 shall be adjusted to coincide. Respondents are responsible for checking their calculations. Failure to do so shall be at the Respondent's risk, and errors shall not release the Respondent from his/her or its responsibility as noted herein. d) Samples: Samples of items, when required, must be furnished by the Respondent free of charge to the City. Each individual sample must be labeled with the Respondent's name and manufacturer's brand name and delivered by it within ten (10) calendar days of the Proposal opening unless schedule indicates a different time. If samples are requested subsequent to the Proposal opening, they shall be delivered within ten (10) calendar days of the request. The City shall not be responsible for the . return of samples. e) Respondent warrants by signature on the Proposal Form that prices quoted here are in conformity with the latest Federal Price Guidelines. f) Governmental Restrictions: In the event any governmental restrictions may be imposed which would necessitate alteration of the material quality, workmanship, or performance of the items offered on this Proposal prior to their delivery, it shall be the responsibility of the successful Respondent to notify the City at once, indicating in its letter the specific regulation which required an alteration. The City of South Miami reserves the right to accept any such alteration, including any price adjustments occasioned thereby, or to cancel all or any portion of the Contract, at the sole discretion of the City and at no further expense to the City with thirty (30) days advanced notice. g) Respondent warrants that the prices, terms and conditions quoted in the Proposal shall be firm for a period of one hundred eighty (180) calendar days from the date of the Proposal opening unless otherwise stated in the Proposal Form. Incomplete, unresponsive, irresponsible, vague, or ambiguous responses to the Invitations for Proposals shall be cause for rejection, as determined by the City. h) Safety Standards: The Respondent warrants that the product(s) to be supplied to the City conform in all respects to the standards set forth in the Occupational Safety and Health Act (OSHA) and its amendments. Proposals must be accompanied by a Materials Data Safety Sheet (M.S.D.S) when applicable. 19. Liability, Licenses & Permits: The successful Respondent shall assume the full duty, obligation, and expense of obtaining all necessary licenses, permits, and inspections required by this RFQ and as required by law. The Respondent shall be liable for any damages or loss to the City occasioned by the negligence of the Respondent (or its agent or employees) or any person acting for or through the Respondent. Respondents shall furnish a certified copy of all licenses, Certificates of Competency or other licensing requirement necessary to practice their profession and applicable to the work to be performed as required by Florida Statutes, the Florida Building Code, Miami-Dade County Code or City of South Miami Code. These documents shall be furnished to the City as part of the Proposal. Failure to have obtained the required licenses and certifications or to furnish these documents shall be grounds for rejecting the Proposal and forfeiture of the Proposal/Bid Bond, if required for this Project. 20. Respondent shall comply with the City's insurance requirements as set forth in the attached Exhibit 2 or, if applicable, the General Conditions to the Contract, prior to issuance of any Contract(s) or Award(s) If a recommendation for award of the contract, or an award of the contract is made before compliance with this provision, the failure to fully and satisfactorily comply with the City's bonding, if reqUired for this project, and insurance requirements as set forth herein shall authorize the City to implement a rescission of the Proposal Award or rescission of the recommendation for award of contract without further City action. The Respondent, by submitting a Proposal, thereby agrees to hold the City harmless and agrees to indemnify the City and covenants not to sue the City by virtue of such rescission. 21. Copyrights and/or Patent Rights: Respondent warrants that as to the manufacturing, producing or selling of goods intended to be shipped or ordered by the Respondent pursuant to this Proposal, there has not been, nor will there be, any infringement of copyrights or patent rights. The Respondent agrees to indemnify City from any and all liability, loss or expense occasioned by any such violation or infringement. 22. Execution of Contract: The Respondent to this RFQ acknowledges that by submitting a response or a proposal, Respondent agrees to the terms of the form contract and to the terms of the general conditions to the contract, both of which are part of this RFQ package and agrees that Respondent's signature on the response to this RFQ grants to the City the authority, on the Respondent's behalf, to inserted, into any blank spaces in the contract documents, information obtained from the proposal and the Respondent's signature Thomas F. Pepe 10-13-14 7 shall also be treated, for all purposes, including the enforcement of all of the terms and conditions of the contract, as the Respondent's signature on the contract, after the appropriate information has been inserted. 23. Evaluation of Proposals: The City, at its sole discretion, reserves the right to inspect the facilities of any or all Respondents to determine its capability to meet the requirements of the Contract. In addition, the price, responsibility and responsiveness of the Respondent, the financial position, experience, staffing, equipment, materials, references, and past history of service to the City and/or with other units of state, and/or local governments in Florida, or comparable private entities. will be taken into consideration in the Award of the Contract. 24. Drug Free Workplace: Failure to provide proof of compliance with Florida Statute Section 287.087. as amended. when requested shall be cause for rejection of the Proposal as determined by the City. 25. Public Entity Crimes: A person or affiliate who was placed on the Convicted Vendors List following a conviction for a public entity crime may not submit a response on a contract to provide any services to a public entity. may not submit RFQ on leases of real property to a public entity. and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017. for a period of 36 months from the date of being placed on the Convicted Vendors List. 26. Contingent Fees Prohibited: The proposing firm must warrant that it has not employed or retained a company or person. other than a bona fide employee. contractor or subcontractor. working in its employ. to solicit or secure a contract with the City. and that it has not paid or agreed to pay any person. company. corporation, individual or firm other than a bona fide employee. contractor or sub-consultant, working in its employ. any fee. commission. percentage. gift or other consideration contingent upon or resulting from the award or making of a contract with the City. 27. Hold Harmless: All Respondents shall hold the City, its officials and employees harmless and covenant not to sue the City. its officials and employees in reference to its decisions to reject, award. or not award a contract. as applicable. unless the claim is based solely on allegations of fraud and/or collusion. The submission of a proposal shall act as an agreement by the Respondent that the Proposal/Bid Bond. if required for this project. shall not be released until and unless the Respondent waives any and all claims that the Respondent may have against the City that arise out of this RFQ process or until a judgment is entered in the Respondent's favor in any suit filed which concerns this proposal process. In any such suit, the prevailing party shall recover its attorney's fees. court costs as well as expenses associated with the litigation. In the event that fees. court costs and expenses associated with the litigation are awarded to the City. the Proposal/Bid Bond. if required for this project, shall be applied to the payment of those costs and any balance shall be paid by the Respondent. 28. Cancellation: Failure on the part of the Respondent to comply with the conditions. specifications. requirements. and terms as determined by the City. shall be just cause for cancellation of the Award or termination of the contract. 29. Bonding Requirements: The Respondent. in submitting this Proposal, shall include a Proposal/Bid Bond. if required for this project, in the amount of 5% of the total amount of the base Proposal on the Proposal/Bid Bond Form included herein. A company or personal check shall not be deemed a valid Proposal Security. 30. Performance and Payment Bond: The City of South Miami may require the successful Respondent to furnish a Performance Bond and Payment Bond. each, in the amount of 100% of the total Proposal Price, including Alternates if any. naming the City of South Miami as the obligee. as security for the faithful performance of the Contract and for the payment of all persons or entities performing labor. services and/or furnishing materials in connection herewith. The bonds shall be with a surety company authorized to do business in the State of Florida. 30.1. Each Performance Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to CITY the completion and performance of the Work covered in the Contract Documents. 30.2. Each Performance Bond shall continue in effect for five year after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum. 30.3. Each Payment bond shall guarantee the full payment of all suppliers, material man. laborers. or Subcontractor employed pursuant to this Project. Thomas F. Pepe 10·13·14 8 30.4. Each Bond shall be with a Surety company whose qualifications meet the requirements of insurance companies as set forth in the insurance requirements of this solicitation. 30.5. Pursuant to the requirements of Section 255.05, Florida Statutes, Respondent shall ensure that the Bond(s) referenced above shall be recorded in the public records of Miami-Dade County and provide CITY with evidence of such recording. 30.6. The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current revisions. 31. Proposal Guarantee: The successful Respondent, within ten (10) calendar days of Notice of Award by the City, shall execute the Contract and other Contract Documents that provide for the Respondent's signature, and deliver to the City the required insurance documentation as well as a Performance and Payment Bond if these bonds are required. The Respondent who has the Contract awarded to it and who fails to execute the Contract and furnish the required Bonds and Insurance Documents within the specified time shall, at the City'S option, forfeit the Proposal/Bid Bond/Security that accompanied the Proposal, and the Proposal/Bid Bond/Security shall be retained as liqUidated damages by the City. It is agreed that if the City accepts payment from the Proposal/Bid Bond, that this sum is a fair estimate of the amount of damages the City will sustain in case the Respondent fails to sign the Contract Documents or fails to furnish the required Bonds and Insurance documentation. If the City does not accept the Proposal/Bid Bond, the City may proceed to sue for breach of contract if the Respondent fails to perform in accordance with the Contract Documents. Proposal/Bid Bond/Security deposited in the form of a cashier's check drawn on a local bank in good standing shall be subject to the same requirements as a Proposal/Bid Bond. 32. Pre-proposal Conference Site Visits: If a Mandatory Pre-proposal conference is scheduled for this project, all Respondents shall attend the conference and tour all areas referenced in the Proposal Documents. It shall be grounds for rejecting a Proposal from a Respondent who did not attend the mandatory pre-proposal conference. No pleas of ignorance by the Respondent of conditions that exist, or that may hereinafter exist, as a result of failure to make the necessary examinations or investigations, or failure to complete any part of the RFQ Package, will be accepted as basis for varying the requirements of the Contract with the City of South Miami or the compensation of the Respondent. 33. Time of Completion: The time is of the essence with regard to the completion of the Work to be performed under the Contract to be awarded. Delays and extensions of time may be allowed only in accordance with the proviSions stated in the appropriate section of the Contract Documents, including the Proposal Form. 34. Submittal Requirements: All Proposals shall comply with the requirements set forth herein. 35. Cancellation of Bid Solicitation: The City reserves the right to cancel, in whole or part, any request for proposal when it is in the best interest of the City. 36. Respondent shall not discriminate with regard to its hiring of employees or subcontractors or in its purchase of materials or in any way in the performance of its contract. if one is awarded, based on race. color, religion. national origin, sex. age. sexual orientation. disability, or familial status. 37. All respondents. at the time of bid opening. must have fulfilled all prior obligations and commitments to the City in order to have their bid considered. including all financial obligations. Prior to the acceptance of any bid proposal or quotation, the City's Finance Department shall certify that there are no outstanding fines. monies, fees, taxes, liens or other charges owed to the City by the Respondent, any of the Respondent's principal. partners, members or stockholders (collectively referred to as "Respondent Debtors"). A bid, proposal or quotation will not be accepted until all outstanding debts of all Respondent Debtors owed to the city are paid in full. No bidder who is in default of any prior contract with the City may have their bid considered until the default is cured to the satisfaction of the City Manager. Thomas F. Pepe 10-13-14 END OF SECTION 9 SUPPLEMENTAL INSTRUCTIONS AND PROPOSAL FORMAT FOR RESPONDENT I. Format and Content of RFQ Response Firms submitting proposals shall disclose their qualifications to serve as a financial advisor for the City in the format set forth below. Failure to provide requested information may result in your proposal being deemed non.responsive and therefore eliminated from further consideration. A. Title Page I. Show the name of Respondent's agencylfirm, address, telephone number, name of contact person, date and the subject: REQUEST FOR QUALIFICATIONS FOR FINANCIAL ADVISORY SERVICES, RFQ #FN20 14·03 B. Table of Contents Include a clear identification of the material by section and by page number. C. Cover Letter and Executive Summary This letter should be signed by the person in your firm who is authorized to negotiate terms, render binding decisions, and commit the firm's resources. Summarize your firm's qualifications and experience to serve as Financial Advisor. This response should emphasize the strength of the firm in any relevant areas which you feel the City should weigh in its selection, based on the criteria set forth above. Summarize your firm's understanding of the work to be done and make a positive commitment to perform the work in accordance with the terms of the proposal being submitted. This section should summarize the key points of your submittal. Limit to one or two pages. D. Firm Overview State the full legal name and organizational structure of the firm. Describe the ownership structure of your firm, including your. firm's affiliation with any financial institution(s). State the location of the office that will be serving the City including mailing address and telephone numbers. a. Name of Firm submitting the proposal. b. Name and title of individual responsible for proposal. c. Mailing address. d. Telephone and facsimile numbers. E. Personnel and References Identify the primary individuals who will provide services to the City with regard to the day-to-day relationship with the City and include a brief resume for each of the primary individuals including licenses and certifications held by those individuals. Provide a list of five clients the firm has worked with in the last 36 months. Indicate the firm's experience with clients within the State of Florida and provide a brief description of the type of services provided as well as the names, titles. addresses and telephone numbers of those primarily responSible for the account. In addition to the day-to-day relationship, please provide information regarding the firm's and individual's experience with transactions which are similar to financings contemplated by the City (Le. taxable or tax-exempt new money issues. variable rate financings. commercial paper. etc.) If the firm and/or individuals have experience with transactions within the State of Florida. please include those clients as references. Thomas F. Pepe 10·13·14 10 F. Other Relevant Financing Experience Provide a description of your proposed primary individuals' relevant experience over the last three years with other cities that you believe are relevant to this proposed engagement. Include three case studies, if available, that illustrate experience with relevant services where the proposed primary individuals have served as financial advisor. Please limit your response to two pages. G. Long-term Strategic Financial Planning Experience Please describe your short and medium term outlook for the municipal markets and, financial institutions, in general; and how it may affect cities borrowing. Based on your knowledge of the City's financial circumstances using the City's most recent CAFR provided online, other relevant factors such as Federal government actions or Congressional legislation and your outlook as previously described, please provide an overview of the strategies that the City and Staff should consider to improve the City's financial position. Please limit your response to two pages. H. Tax-Exempt New Money Product Experience Describe your firm's relevant experience with tax-exempt new money transactions including special facility obligations and parking systems over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages I. Taxable Financing Experience Describe your firm's relevant experience with taxable financing including parking system transactions over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages. J. Advance and Current Refunding and Refinancing Experience Describe your firm's relevant experience with advance and current refunding transactions over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the firm has served as financial advisor. Please limit your response to two pages. K. Market and Pricing Information Describe your firm's knowledge, experience and resources in tracking and monitoring the tax exempt and taxable bond markets, including the fixed rate, variable rate, swaps and other derivative products, and the government securities market. Include a discussion of your firm's participation in underwriting tax-exempt and taxable bonds, acting as a principal in swap transactions, and providing investment services. Also, discuss your process for ensuring that the City receives the best price for any bonds, financings involving swaps and other derivative products, and any escrow securities as part of any refunding. Include a discussion of how you evaluate the success of any pricing. l. Disciplinary Actions Describe any litigation or regulatory action (other than those noted in response to items requested in section VI) filed against your firm in the last five (5) years, and the resolution thereof. Provide a statement of positive assurance that your firm and its representatives are not presently being investigated or in violation of any statutes or regulatory rules, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board (other than those noted above), National Association of Securities Dealers, Florida Department of Banking, etc., or attach a statement describing the current status of such investigations or violations. Describe how your firm ensures compliance with a" regulatory requirements. Thomas F. Pepe 10-13-14 END OF SECTION 11 ({1 South ~Miami THE CITY OF PLEASANT LlVINC RFQ Title: RFQ No.: Evaluation Scoring Sheet Financial Advisory Services FN #2014~03 Procurement Division 6130 Sunset Drive South Miami, Florida 33143 (305) 663~6339 Fax: (305) 667~7806 www.southmiamifl.gov DIRECTIONS: Please score each firm, for each specific criteria provided. Scoring is based on each criteria listed below with a maximum score for each criteria. The total score for each proposer is calculated by adding each criteria for a total score by proposer. The maximum score total score for each proposer is 100 points. a. b. c. d. e. Qualifications and experience of the firm and primary individuals assigned to the City in structuring, negotiating, evaluating, and implementing a full range of tax exempt and taxable bond and note financings, bank loans, letters of credit, liquidity facilities, and derivatives products and positions. (Max 30 Paints) Accessibility of the primary individuals assigned to the City; local office located in Miami-Dade County preferred. (Max 20 Points) Experience of the firm and primary individuals assigned to the City in providing financial advisor services to municipalities and other governmental entities. (Max 20 Points) Status of the firm regarding litigation and compliance with regulatory requirements, and fees. (Max 20 Points) Demonstrated ability of the firm to track and monitor relevant markets for tax~exempt and taxable bonds, swaps and other derivative products and government securities. (Max 10 POints) 30 2D \9 ;)0 \0 \f 20 T 9 \D \0 Date: THE CITY OF PLEASANT LIVING Evaluation Scoring Sheet RFQ Title: Financial Advisory Services RFQ No.: FN #2014-03 Procurement Division 6130 Sunset Drive South Miami, Florida 33143 (305) 663-6339 Fax: (305) 667-7806 www.southmiamifl.gov DIRECTIONS: Please score each firm, for each specific criteria provided. Scoring is based on each criteria listed below with a maximum score for each criteria. The total score for each proposer is calculated by adding each criteria for a total score by proposer. The maximum score total score for each proposer is 100 points. a. b. c. d. e. Qualifications and experience of the firm and primary individuals assigned to the City in structuring, negotiating, evaluating, and implementing a full range of tax exempt and taxable bond and note financings, bank loans, letters of credit, liquidity facilities, and derivatives products and positions. (Max 30 Points) Accessibility of the primary individuals assigned to the City; local office located in Miami-Dade County preferred. (Max 20 Points) Experience of the firm and primary individuals assigned to the City in providing financial advisor services to municipalities and other governmental entities. (Max 20 Points) Status of the firm regarding litigation and compliance with regulatory requirements, and fees. (Max 20 Points) Demonstrated ability of the firm to track and monitor relevant markets for tax-exempt and taxable bonds, swaps and other derivative products and government securities. (Max 10 Points) I :J 30 e;! d /c) 10 ItJ II! THE CITY OF PLEASANT I.IVING RFQ Title: RFQ No.: Evaluation Scoring Sheet Financial Advisory Services FN #2014-03 Procurement Division 6130 Sunset Drive South Miami, Florida 33143 (305) 663-6339 Fax: (305) 667-7806 www.southmiamifl.gov DIRECTIONS: Please score each firm, for each specific criteria provided. Scoring is based on each criteria listed below with a maximum score for each criteria. The total score for each proposer is calculated by adding each criteria for a total score by proposer. The maximum score total score for each proposer is 100 pOints. a. b. c. d. e. Qualifications and experience of the firm and primary individuals assigned to the City in structuring, negotiating, evaluating, and implementing a full range of tax exempt and taxable bond and note financings, bank loans, letters of credit, liquidity facilities, and derivatives products and positions. (Max 30 Points) Accessibility of the primary individuals assigned to the City; local office located in Miami-Dade County preferred. (Max 20 POints) Experience of the firm and primary individuals assigned to the City in providing financial advisor services to municipalities and other governmental entities. (Max 20 Points) Status of the firm regarding litigation and compliance with regulatory requirements, and fees. (Max 20 Points) Demonstrated ability of the firm to track and monitor relevant markets for tax-exempt and taxable bonds, swaps and other derivative products and government securities. (Max 10 Points) 20 \9; 1\ 18 2° 11 10 Ie ~5 ~~~~~~~------------ Date: I ;) Member Name Bid Number Bid Name 3 Document(s) found for this bid 11 Planholder(s) found Supplier Name A2Z Sales Bank of America Merrill Lynch Calvin, Giordano & Associates, Inc. Citibank, N.A. Estrada Hinojosa & Company, Inc. Mears Motor Leasing Milian Swain & Associates Public Financial Management Raftelis Financial Consultants, Inc. Raymond James VendorLink LLC City of South Miami RFQ-RFQ #FN2014-03-0- 2014/SK The City is hereby requesting sealed proposals in response to this RFQ #FN2014-03 titled "Financial Advisory Services." Address 1 400 Travis Road 200 South Orange Avenue, Suite 2000 1800 Eller Drive, Suite 600 555 E North Lane 1717 Main Street 3905 EI Rey Road 2025 SW 32nd Ave, Suite 110 Two Logan Square, Suite 1600 1031 S. Caldwell St. 2800 Ponce de Leon Blvd 12201 Research Parkway Address 2 Toledo Suite 5040 Suite: 4700 Suite 100 Suite 1300 Suite 223 City State Zip Attributes 1. Hispanic Toledo OH 11735 Owned Orlando FL 32801 Fort Lauderdale FL 33316 Conshohocke n PA 19428 Dallas TX 75201 Orlando FL 32808 Miami FL 33145 Philadelphia PA 19103-2748 Charlotte NC 28203 Coral Gables FL 33134 1. Small Orlando FL 32826 Business MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday. Sunday and Legat Holidays Miami. Miami·Dade County. Florida STATE OF FLORIDA COUNTY OF MIAMI-DADE: Before the undersigned authority personally appeared MARIA MESA, who on oath says that he or she is the LEGAL CLERK, Legal Notices of the Miami Daily Business Review flk/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Miami-Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF SOUTH MIAMI RFQ # FN2014-03 in the XXXX Court, was published in said newspaper in the issues of 12104/2014 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami-Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami-Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami-Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, c . slon or fund for the purpose of secu .. . ent for pub cation in the said aper. (SEAL) · .. laml Tilt CTY or PLEASANT !.!V!NG CITY OF SOUTH MIAMI Financial Advisory Services RFQ #FN20 14-03 Submittal Due Date: December 17, 2014 at lOAM Solicitation Cover Letter The City of South Miami, Florida (hereinafter referred to as "CSM") through its chief executive officer (City Manager) hereby solicits sealed proposals responsive to the City's request (hereinafter referred to as "Request for Qualifications" or "RFQ"). All references in this Solicitation (also referred to as a "Request for Qualifications" for Proposals" or ("Request for Qualifications") to "City" shall be a reference to the City Manager, or the manager's designee, for the City of South Miami unless otherwise specifically defined. The City is hereby requesting sealed proposals in response to this RFQ #FN20 14-03 titled "Financial Advisory Services." The purpose of this RFQ is to contract for the services necessary for the completion of the project for a term of one (I) year with the option of four (4) additional one (I) year periods at the discretion of the City Manager in accordance with the scope of services and the plans and/or specifications, if any, described in this RFQ (hereinafter referred to as "the Project" or "Project") Interested persons who wish to respond to this RFQ can obtain the complete RFQ package at the City Clerk's office Monday through Friday from 9:00 AM. to 4:00 P.M. or by accessing the following webpage: http://www.soythmiamifl.gov which is the City of South Miami's web address for solicitation information. Proposals are subject to the Standard Terms and Conditions contained in the complete RFQ Package, including all documents listed in the RFQ Table of Contents. The Proposal Package shall consist of one (I) original unbound proposal, four (4) additional copies and one (I) digital (or comparable medium including Flash Drive, DVD or CD) copy all of which shall be delivered to the Office of the City Clerk located at South Miami City Hall, 6130 Sunset Drive, South Miami, Florida 33143. The entire Proposal Package shall be enclosed in a sealed envelope or container and shall have the following Envelope Information clearly printed or written on the exterior of the envelope or container in which the sealed proposal is delivered: the title of this RFQ, as follows "Financial Advisory Services" RFQ # FN20 14-03 and the name of the Proposer (also referred to as "Respondent"). Special envelopes such as those provided by UPS or Federal Express will not be opened unless they contain the required Envelope Information on the front or back of the envelope. Sealed Proposals must be received by Office of the City Clerk, either by mail or hand delivery, no later than 10 A.M. local time on December 17, 2014. These instructions should be compared with those contained in the "Instructions for Submission of Responses," found in the RFQ and if there is a conflict with the latter instructions, then the latter instructions shall take precedence. A public opening will take place at lOAM. on the same date in the City Commission Chambers located at City Hall, 6130 Sunset Drive, South Miami 33143. Any Proposal received after lOAM. local time on said date will not be accepted under any circumstances. Any uncertainty regarding the time a Proposal is received will be resolved against the person submitting the proposal and in favor of the Clerk's receipt stamp. Proposals are subject to the terms, conditions and provisions of this letter as well as to those provisions, terms, conditions, affidavits and documents contained in this RFQ Package. The City reserves the right to award the Project to the person with the lowest, most responsive, responsible Proposal, as determined by the City, subject to the right of the City, or the City Commission, to reject any and all proposals, and the right of the City to waive any irregularity in the Proposals or RFQ procedure and subject also to the right of the City to award the Project, and execute a contract with a Respondent or Respondents, other than to one who provided the lowest Proposal Price or, if the scope of the work is divided into distinct subdivisions, to award each subdivision to a separate Respondent .. Maria M. Menendez, CMC City Clerk, City of South Miami SCOPE OF SERVICES and SCHEDULE OF VALUE The Scope of Services and the Schedule of Values. if any. are set forth in the attached Exhibit I Thomas F. Pepe In_I ~_IA END OF SECTION 2 SCHEDULE OF EVENTS No Event I Advertisement! Distribution of Solicitation & Cone of Silence begins 2 Pre-RFQ Conference 3 Deadline to Submit Questions 4 Deadline to City Responses to Questions 5 Deadline to Submit RFQ-Response 6 Announcement of selected Contractor/Cone of Silence ends END OF SECTION Thomas F. Pepe In_I'Lld Date Time (EST) 12/2/2014 1:00 PM N/A N/A 12115/2014 10:00 AM 12116/2014 10:00 AM 12117/2014 10:00 AM 1/20/2015 7:00 PM 3 INSTRUCTIONS for RESPONDENT IT IS THE RESPONSIBILITY OF THE RESPONDENT TO THE SOLICITATION TO ENSURE THAT THE RESPONSE TO THE SOLICITATION (HEREINAFTER ALSO REFERRED TO AS THE "PROPOSAL" THROUGHOUT THE CONTRACT DOCUMENTS) REACHES THE CITY CLERK ON OR BEFORE THE CLOSING HOUR AND DATE STATED ON THE RFQ FORM. I. Purpose of RFQ. The City of South Miami is requesting proposals for the lowest and most responsive price for the Project. The City reserves the right to award the contract to the Respondent whose proposal is found to be in the best interests of the City. 2. Qualification of Proposing Firm. Response submittals to this RFQ will be considered from firms normally engaged in providing the services requested. The proposing firm must demonstrate adequate experience, organization, offices, equipment and personnel to ensure prompt and efficient service to the City of South Miami. The City reserves the right, before recommending any award, to inspect the offices and organization or to take any other action necessary to determine ability to perform in accordance with the specifications, terms and conditions. The City of South Miami will determine whether the evidence of ability to perform is satisfactory and reserves the right to reject all response submittals to this RFQ where evidence submitted, or investigation and evaluation, indicates inability of a firm to perform. 3. Deviations from Specifications. The awarded firm shall clearly indicate, as applicable, all areas in which the services proposed do not fully comply with the requirements of this RFQ. The decision as to whether an item fully complies with the stated requirements rests solely with the City of South Miami. 4. Designated Contact. The awarded firm shall appoint a person to act as a primary contact with the City of South Miami. This person or back-up shall be readily available during normal work hours by phone, email, or in person, and shall be knowledgeable of the terms of the contract. 5. Precedence of Conditions. The proposing firm, by virtue of submitting a response, agrees that City's General Provisions, Terms and Conditions herein will take precedence over any terms and conditions submitted with the response, either appearing separately as an attachment or included within the Proposal. The Contract Documents have been listed below in order of precedence, with the one having the most precedence being at the top of the list and the remaining documents in descending order of precedence. This order of precedence shall apply, unless otherwise specified in the Contract or General Conditions to the Contract: a) Addenda to RFQ b) Attachments/Exhibits to RFQ c) RFQ d) Supplementary conditions to Contract e) Attachment/Exhibits to Contract f) Form of the Contract g) Form of the General Conditions to Contract h) Proposal 6. Response Withdrawal. After Proposals are opened, corrections or modifications to Proposals are not permitted, but the City may allow the proposing firm to withdraw an erroneous Proposal prior to the confirmation of the proposal award by City Commission, if all of the following is established: a) The proposing firm acted in good faith in submitting the response; b) The error was not the result of gross negligence or willful inattention on the part of the firm; c) The error was discovered and communicated to the City within twenty-four (24) hours (not including Saturday, Sunday or a legal holiday) of opening the proposals received, along with a request for permission to withdraw the firm's Proposal; and d) The firm submits an explanation in writing, signed under penalty of perjury, stating how the error was made and delivers adequate documentation to the City to support the explanation and to show that the error was not the result of gross negligence or willful inattention nor made in bad faith. Thomas F. Pepe In_I·Llii 4 7. The terms, provisions, conditions and definitions contained in the Solicitation Cover Letter shall apply to these instructions to Respondents and they are hereby adopted and made a part hereof by reference. 8. Any questions concerning the Solicitation or any required need for clarification must be made in writing, by December 15, 2014 at lOAM to the attention of Steven P. Kulick at skulick@southmiamifl.gov or via facsimile at (305) 663-6346. 9. The issuance of a written addendum is the only official method whereby interpretation and/or clarification of information can be given. Interpretations or clarifications, considered necessary by the City in response to such questions, shall be issued by a written addendum to the RFQ Package (also known as "RFQ Specifications" or "RFQ") by U.S. mail or other delivery method convenient to the City and the City will notify all prospective firms via the City's website. 10. Verbal interpretations or clarifications shall be without legal effect. No plea by a Respondent of ignorance or the need for additional information shall exempt a Respondent from submitting the Proposal on the required date and time as set forth in the public notice. II. Cone of Silence: You are hereby advised that this Request for Proposals is subject to the "Cone of Silence," in accordance with Miami-Dade County Ordinance Nos. 98106 and 99-1. From the time of advertising until the City Manager issues his recommendation, there is a prohibition on verbal communication with the City's professional staff. All written communication must comply with the requirements of the Cone of Silence. The Cone of Silence does not apply to verbal communications at pre-proposal conferences, verbal presentations before evaluation committees, contract discussions during any duly noticed public meeting, public presentations made to the City Commission during any duly notice public meeting, contract negotiations with the staff following the City Manager's written recommendation for the award of the contract, or communications in writing at any time with any City employee, official or member of the City Commission unless specifically prohibited. A copy of all written communications must be contemporaneously filed with the City Manager and City Clerk 12. Violation of these provisions by any particular Respondent or proposer shall render any recommendation for the award of the contract or the contract awarded to said Respondent or proposer voidable, and, in such event, said Respondent or proposer shall not be considered for any Solicitation for a proposal, for qualifications, for a letter of interest or bid concerning any contract for the provision of goods or services for a period of one year. Contact shall only be made through regularly scheduled Commission meetings, or meetings scheduled through the Purchasing Division, which are for the purposes of obtaining additional or clarifying information. 13. Lobbying. All firms and their agents who intend to submit, or who submitted, bids or responses for this RFQ, are hereby placed on formal notice that neither City Commissioners, candidates for City Commissioner or any employee of the City of South Miami are to be lobbied either individually or collectively concerning this RFQ. Contact shall only be made through regularly scheduled Commission meetings, or meetings scheduled through the Purchasing Division, which are for the purposes of obtaining additional or clarifying information. 14. Reservation of Right. The City anticipates awarding one contract for services as a result of this RFQ and the successful firm will be requested to enter into negotiations to produce a contract for the Project. The City, however, reserves the right, in its sole discretion, to do any of the following: a) to reject any and all submitted Responses and to further define or limit the scope of the award. b) to waive minor irregularities in the responses or in the procedure required by the RFQ documents. c) to request additional information from firms as deemed necessary. d) to make an award without discussion or after limited negotiations. It is, therefore, important that all the parts of the Request for Qualifications be completed in all respects. e) to negotiate modifications to the Proposal that it deems acceptable. f) to terminate negotiations in the event the City deems progress towards a contract to be insufficient and to proceed to negotiate with the Respondent who made the next best Proposal. The City reserves the right to proceed in this manner until it has negotiated a contract that is satisfactory to the City. g) To modify the Contract Documents. The terms of the Contract Documents are general and not necessarily specific to the Solicitation. It is therefore anticipated that the City may modify these Thomas F. Pepe In_I 't_1 A 5 documents to fit the specific project or work in question and the Respondent, by making a Proposal, agrees to such modifications and to be bound by such modified documents. h) to cancel, in whole or part, any invitation for Proposals when it is in the best interest of the City. i) to award the Project to the person with the lowest, most responsive, responsible Proposal, as determined by the City. j) to award the Project, and execute a contract with a Respondent or Respondents, other than to one who provided the lowest Proposal Price. k) if the scope of the work is divided into distinct subdivisions, to award each subdivision to a separate Respondent. 15. Contingent Fees Prohibited. The proposing firm must warrant that it has not employed or retained a company or person, other than a bona fide employee, contractor or subcontractor, working in its employ, to solicit or secure a contract with the City, and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee, contractor or sub-consultant, working in its employ, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the City. 16. Public Entity Crimes. A person or affiliate of the Respondent who has been placed on the convicted vendor list pursuant to Chapter 287 following a conviction for a public entity crime may not submit a Proposal on a contract to provide any goods or services, or a contract for construction or repair of a public building, may not submit proposals on leases of real property to or with the City of South Miami, may not be awarded a contract to perform work as a CONTRACTOR, Sub-contractor, supplier, Sub-consultant, or consultant under a contract with the City of South Miami, and may not transact business with the City of South Miami for a period of 36 months from the date of being placed on the convicted vendor list. 17. Respondents shall use the Proposal Form(s) furnished by the City. All erasures and corrections must have the initials of the Respondent's authorized representative in blue ink at the location of each and every erasure and correction. Proposals shall be signed using blue ink; all quotations shall be typewritten or printed with blue ink. All spaces shall be filled in with the requested information or the phrase "not applicable" or "NA". The proposal shall be delivered on or before the date and time, and at the place and in such manner as set forth in the Solicitation Cover Letter. Failure to do so may cause the Proposal to be rejected. Failure to include any of the Proposal Forms may invalidate the Proposal. Respondent shall deliver to the City, as part of its Proposal, the following documents: 18. a) b) c) d) e) f) Goods: a) The Invitation for Proposal and Instructions to Respondents. A copy of all issued addenda. The completed Proposal Form fully executed. Proposal/Bid Bond, (Bond or cashier's check), if required, attached to the Proposal Form. Certificates of Competency as well as all applicable State, County and City Licenses held by Respondent Certificate of Insurance and/or Letter of Insurability. If goods are to be provided pursuant to this RFQ the following applies: Brand Names: If a brand name, make, manufacturer's trade name, or vendor catalog number is mentioned in this Solicitation, whether or not followed by the words "approved equal", it is for the purpose of establishing a grade or quality of material only. Respondent may offer goods that are equal to the goods described in this Solicitation with appropriate identification, samples and/or specifications for such item(s). The City shall be the sole judge concerning the merits of items proposed as equals. b) Pricing: Prices should be stated in units of quantity specified in the Proposal Form. In case of a discrepancy, the City reserves the right to make the final determination at the lowest net cost to the City. c) Mistake: In the event that unit prices are part of the Proposal and if there is a discrepancy between the unit price(s) and the extended price(s), the unit price(s) shall prevail and the extended price(s) Thomas F. Pepe In_I'Lld 6 shall be adjusted to coincide. Respondents are responsible for checking their calculations. Failure to do so shall be at the Respondent's risk, and errors shall not release the Respondent from his/her or its responsibility as noted herein. d) Samples: Samples of items, when required, must be furnished by the Respondent free of charge to the City. Each individual sample must be labeled with the Respondent's name and manufacturer's brand name and delivered by it within ten (10) calendar days of the Proposal opening unless schedule indicates a different time. If samples are requested subsequent to the Proposal opening, they shall be delivered within ten (10) calendar days of the request. The City shall not be responsible for the return of samples. e) Respondent warrants by signature on the Proposal Form that prices quoted here are in conformity with the latest Federal Price Guidelines. f) Governmental Restrictions: In the event any governmental restrictions may be imposed which would necessitate alteration of the material quality, workmanship, or performance of the items offered on this Proposal prior to their delivery, it shall be the responsibility of the successful Respondent to notify the City at once, indicating in its letter the specific regulation which required an alteration. The City of South Miami reserves the right to accept any such alteration, including any price adjustments occasioned thereby, or to cancel all or any portion of the Contract, at the sole discretion of the City and at no further expense to the City with thirty (30) days advanced notice. g) Respondent warrants that the prices, terms and conditions quoted in the Proposal shall be firm for a period of one hundred eighty (180) calendar days from the date of the Proposal opening unless otherwise stated in the Proposal Form. Incomplete, unresponsive, irresponsible, vague, or ambiguous responses to the Invitations for Proposals shall be cause for rejection, as determined by the City. h) Safety Standards: The Respondent warrants that the product(s) to be supplied to the City conform in all respects to the standards set forth in the Occupational Safety and Health Act (OSHA) and its amendments. Proposals must be accompanied by a Materials Data Safety Sheet (M.S.D.S) when applicable. 19. Liability, Licenses & Permits: The successful Respondent shall assume the full duty, obligation, and expense of obtaining all necessary licenses, permits, and inspections required by this RFQ and as required by law. The Respondent shall be liable for any damages or loss to the City occasioned by the negligence of the Respondent (or its agent or employees) or any person acting for or through the Respondent. Respondents shall furnish a certified copy of all licenses, Certificates of Competency or other licenSing requirement necessary to practice their profession and applicable to the work to be performed as required by Florida Statutes, the Florida Building Code, Miami-Dade County Code or City of South Miami Code. These documents shall be furnished to the City as part of the Proposal. Failure to have obtained the required licenses and certifications or to furnish these documents shall be grounds for rejecting the Proposal and forfeiture of the Proposal/Bid Bond, if required for this Project. 20. Respondent shall comply with the City's insurance requirements as set forth in the attached Exhibit 2 or, if applicable, the General Conditions to the Contract, prior to issuance of any Contract(s) or Award(s) If a recommendation for award of the contract, or an award of the contract is made before compliance with this provision, the failure to fully and satisfactorily comply with the City's bonding, if required for this project, and insurance requirements as set forth herein shall authorize the City to implement a rescission of the Proposal Award or rescission of the recommendation for award of contract without further City action. The Respondent, by submitting a Proposal, thereby agrees to hold the City harmless and agrees to indemnify the City and covenants not to sue the City by virtue of such rescission. 21. Copyrights and/or Patent Rights: Respondent warrants that as to the manufacturing, producing or selling of goods intended to be shipped or ordered by the Respondent pursuant to this Proposal, there has not been, nor will there be, any infringement of copyrights or patent rights. The Respondent agrees to indemnify City from any and all liability, loss or expense occasioned by any such violation or infringement. 22. Execution of Contract: The Respondent to this RFQ acknowledges that by submitting a response or a proposal, Respondent agrees to the terms of the form contract and to the terms of the general conditions to the contract, both of which are part of this RFQ package and agrees that Respondent's signature on the response to this RFQ grants to the City the authority, on the Respondent's behalf, to inserted, into any blank spaces in the contract documents, information obtained from the proposal and the Respondent's signature Thomas F. Pepe In_IOLIA 7 shall also be treated, for all purposes, including the enforcement of all of the terms and conditions of the contract, as the Respondent's signature on the contract, after the appropriate information has been inserted. 23. Evaluation of Proposals: The City, at its sole discretion, reserves the right to inspect the facilities of any or all Respondents to determine its capability to meet the requirements of the Contract. In addition, the price, responsibility and responsiveness of the Respondent, the financial position, experience, staffing, equipment, materials, references, and past history of service to the City and/or with other units of state, and/or local governments in Florida, or comparable private entities, will be taken into consideration in the Award of the Contract. 24. Drug Free Workplace: Failure to provide proof of compliance with Florida Statute Section 287.087, as amended, when requested shall be cause for rejection of the Proposal as determined by the City. 25. Public Entity Crimes: A person or affiliate who was placed on the Convicted Vendors List following a conviction for a public entity crime may not submit a response on a contract to provide any services to a public entity, may not submit RFQ on leases of real property to a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for a period of 36 months from the date of being placed on the Convicted Vendors List. 26. Contingent Fees Prohibited: The proposing firm must warrant that it has not employed or retained a company or person, other than a bona fide employee, contractor or subcontractor, working in its employ, to solicit or secure a contract with the City, and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee, contractor or sub-consultant, working in its employ, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the City. 27. Hold Harmless: All Respondents shall hold the City, its officials and employees harmless and covenant not to sue the City, its officials and employees in reference to its decisions to reject, award, or not award a contract, as applicable, unless the claim is based solely on allegations of fraud and/or collusion. The submission of a proposal shall act as an agreement by the Respondent that the Proposal/Bid Bond, if required for this project, shall not be released until and unless the Respondent waives any and all claims that the Respondent may have against the City that arise out of this RFQ process or until a judgment is entered in the Respondent's favor in any suit filed which concerns this proposal process. In any such suit, the prevailing party shall recover its attorney's fees, court costs as well as expenses associated with the litigation. In the event that fees, court costs and expenses associated with the litigation are awarded to the City, the Proposal/Bid Bond, if required for this project, shall be applied to the payment of those costs and any balance shall be paid by the Respondent. 28. Cancellation: Failure on the part of the Respondent to comply with the conditions, specifications, requirements, and terms as determined by the City, shall be just cause for cancellation of the Award or termination of the contract. 29. Bonding Requirements: The Respondent, in submitting this Proposal, shall include a Proposal/Bid Bond, if required for this project, in the amount of 5% of the total amount of the base Proposal on the Proposal/Bid Bond Form included herein. A company or personal check shall not be deemed a valid Proposal Security. 30. Performance and Payment Bond: The City of South Miami may require the successful Respondent to furnish a Performance Bond and Payment Bond, each, in the amount of 100% of the total Proposal Price, including Alternates if any, naming the City of South Miami as the obligee, as security for the faithful performance of the Contract and for the payment of all persons or entities performing labor, services and/or furnishing materials in connection herewith. The bonds shall be with a surety company authorized to do business in the State of Florida. 30.1. Each Performance Bond shall be in the amount of one hundred percent (100%) of the Contract Price guaranteeing to CITY the completion and performance of the Work covered in the Contract Documents. 30.2. Each Performance Bond shall continue in effect for five year after final completion and acceptance of the Work with the liability equal to one hundred percent (100%) of the Contract Sum. 30.3. Each Payment bond shall guarantee the full payment of all suppliers, material man, laborers, or Subcontractor employed pursuant to this Project. Thomas F. Pepe In_I·Lld 8 30.4. Each Bond shall be with a Surety company whose qualifications meet the requirements of insurance companies as set forth in the insurance requirements of this solicitation. 30.5. Pursuant to the requirements of Section 255.05, Florida Statutes, Respondent shall ensure that the Bond(s) referenced above shall be recorded in the public records of Miami-Dade County and provide CITY with evidence of such recording. 30.6. The surety company shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with the United States Department of Treasury Circular 570, current revisions. 3 I. Proposal Guarantee: The successful Respondent, within ten (10) calendar days of Notice of Award by the City, shall execute the Contract and other Contract Documents that provide for the Respondent's signature, and deliver to the City the required insurance documentation as well as a Performance and Payment Bond if these bonds are required. The Respondent who has the Contract awarded to it and who fails to execute the Contract and furnish the required Bonds and Insurance Documents within the specified time shall, at the City's option, forfeit the Proposal/Bid Bond/Security that accompanied the Proposal, and the Proposal/Bid Bond/Security shall be retained as liquidated damages by the City. It is agreed that if the City accepts payment from the Proposal/Bid Bond, that this sum is a fair estimate of the amount of damages the City will sustain in case the Respondent fails to sign the Contract Documents or fails to furnish the required Bonds and Insurance documentation. If the City does not accept the Proposal/Bid Bond, the City may proceed to sue for breach of contract if the Respondent fails to perform in accordance with the Contract Documents. Proposal/Bid Bond/Security deposited in the form of a cashier's check drawn on a local bank in good standing shall be subject to the same requirements as a Proposal/Bid Bond. 32. Pre-proposal Conference Site Visits: If a Mandatory Pre-proposal conference is scheduled for this project, all Respondents shall attend the conference and tour all areas referenced in the Proposal Documents. It shall be grounds for rejecting a Proposal from a Respondent who did not attend the mandatory pre-proposal conference. No pleas of ignorance by the Respondent of conditions that exist, or that may hereinafter exist, as a result of failure to make the necessary examinations or investigations, or failure to complete any part of the RFQ Package, will be accepted as basis for varying the requirements of the Contract with the City of South Miami or the compensation of the Respondent. 33. Time of Completion: The time is of the essence with regard to the completion of the Work to be performed under the Contract to be awarded. Delays and extensions of time may be allowed only in accordance with the provisions stated in the appropriate section of the Contract Documents, including the Proposal Form. 34. Submittal Requirements: All Proposals shall comply with the requirements set forth herein. 35. Cancellation of Bid Solicitation: The City reserves the right to cancel, in whole or part, any request for proposal when it is in the best interest of the City. 36. Respondent shall not discriminate with regard to its hiring of employees or subcontractors or in its purchase of materials or in any way in the performance of its contract, if one is awarded, based on race, color, religion, national origin, sex, age, sexual orientation, disability, or familial status. 37. All respondents, at the time of bid opening, must have fulfilled all prior obligations and commitments to the City in order to have their bid considered, including all financial obligations. Prior to the acceptance of any bid proposal or quotation, the City's Finance Department shall certify that there are no outstanding fines, monies, fees, taxes, liens or other charges owed to the City by the Respondent, any of the Respondent's principal, partners, members or stockholders (collectively referred to as "Respondent Debtors"). A bid, proposal or quotation will not be accepted until all outstanding debts of all Respondent Debtors owed to the city are paid in full. No bidder who is in default of any prior contract with the City may have their bid considered until the default is cured to the satisfaction of the City Manager. Thomas F. Pepe In_I'LIA END OF SECTION 9 SUPPLEMENTAL INSTRUCTIONS AND PROPOSAL FORMAT FOR RESPONDENT I. Format and Content of RFQ Response Firms sUbmitting proposals shall disclose their qualifications to serve as a financial advisor for the City in the format set forth below. Failure to provide requested information may result in your proposal being deemed non-responsive and therefore eliminated from further consideration. A. Title Page I. Show the name of Respondent's agencylfirm, address, telephone number, name of contact person, date and the subject: REQUEST FOR QUALIFICATIONS FOR FINANCIAL ADVISORY SERVICES, RFQ #FN20 14-03 B. Table of Contents Include a clear identification of the material by section and by page number. C. Cover Letter and Executive Summary This letter should be signed by the person in your firm who is authorized to negotiate terms, render binding decisions, and commit the firm's resources. Summarize your firm's qualifications and experience to serve as Financial Advisor. This response should emphasize the strength of the firm in any relevant areas which you feel the City should weigh in its selection, based on the criteria set forth above. Summarize your firm's understanding of the work to be done and make a positive commitment to perform the work in accordance with the terms of the proposal being submitted. This section should summarize the key points of your submittal. Limit to one or two pages. D. Firm Overview State the full legal name and organizational structure of the firm. Describe the ownership structure of your firm, including your firm's affiliation with any financial institution(s). State the location of the office that will be serving the City including mailing address and telephone numbers. a. Name of Firm submitting the proposal. b. Name and title of individual responsible for proposal. c. Mailing address. d. Telephone and facsimile numbers. E. Personnel and References Identify the primary individuals who will provide services to the City with regard to the day-to-day relationship with the City and include a brief resume for each of the primary individuals including licenses and certifications held by those individuals. Provide a list of five clients the firm has worked with in the last 36 months. Indicate the firm's experience with clients within the State of Florida and provide a brief description of the type of services provided as well as the names, titles, addresses and telephone numbers of those primarily responsible for the account. In addition to the day-to-day relationship, please provide information regarding the firm's and individual's experience with transactions which are similar to financings contemplated by the City (i.e. taxable or tax-exempt new money issues, variable rate financings, commercial paper, etc.) If the firm and/or individuals have experience with transactions within the State of Florida, please include those clients as references. Thomas F. Pepe In_I'LI.4 10 F. Other Relevant Financing Experience Provide a description of your proposed primary individuals' relevant experience over the last three years with other cities that you believe are relevant to this proposed engagement. Include three case studies, if available, that illustrate experience with relevant services where the proposed primary individuals have served as financial advisor. Please limit your response to two pages. G. Long-term Strategic Financial Planning Experience Please describe your short and medium term outlook for the municipal markets and, financial institutions, in general; and how it may affect cities borrowing. Based on your knowledge of the City's financial circumstances using the City's most recent CAFR provided online, other relevant factors such as Federal government actions or Congressional legislation and your outlook as previously described, please provide an overview of the strategies that the City and Staff should consider to improve the City's financial position. Please limit your response to two pages. H. Tax-Exempt New Money Product Experience Describe your firm's relevant experience with tax-exempt new money transactions including special facility obligations and parking systems over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages I. Taxable Financing Experience Describe your firm's relevant experience with taxable financing including parking system transactions over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the proposed firm has served as financial advisor. Please limit your response to two pages. J. Advance and Current Refunding and Refinancing Experience Describe your firm's relevant experience with advance and current refunding transactions over the last three years. Include three case studies, if available, that illustrate the firm's experience with relevant transactions where the firm has served as financial advisor. Please limit your response to two pages. K. Market and Pricing Information Describe your firm's knowledge, experience and resources in tracking and monitoring the tax exempt and taxable bond markets, including the fixed rate, variable rate, swaps and other derivative products, and the government securities market. Include a discussion of your firm's participation in underwriting tax-exempt and taxable bonds, acting as a principal in swap transactions, and providing investment services. Also, discuss your process for ensuring that the City receives the best price for any bonds, financings involving swaps and other derivative products, and any escrow securities as part of any refunding. Include a discussion of how you evaluate the success of any pricing. L. Disciplinary Actions Describe any litigation or regulatory action (other than those noted in response to items requested in section VI) filed against your firm in the last five (5) years, and the resolution thereof. Provide a statement of positive assurance that your firm and its representatives are not presently being investigated or in violation of any statutes or regulatory rules, including those of the Securities and Exchange Commission, Municipal Securities Rulemaking Board (other than those noted above), National Association of Securities Dealers, Florida Department of Banking, etc., or attach a statement describing the current status of such investigations or violations. Describe how your firm ensures compliance with all regulatory requirements. Thomas F. Pepe In_I'LIA END OF SECTION 11 EVALUATION CRITERIA The City will evaluate each firm's qualifications based upon a review of the overall proposal which will include, but may not be limited to the following criteria: • Qualifications and experience of the firm and primary individuals assigned to the City in structuring, negotiating, evaluating, and implementing a full range of tax exempt and taxable bond and note financings, bank loans, letters of credit, liquidity facilities, and derivatives products and positions. (30 Points) • Accessibility of the primary individuals assigned to the City; local office located in Miami- Dade County preferred. (20 Points) • Experience of the firm and primary individuals assigned to the City in providing financial advisor services to municipalities and other governmental entities. (20 Points) • Status of the firm regarding litigation and compliance with regulatory requirements, and fees. (20 Points) • Demonstrated ability of the firm to track and monitor relevant markets for tax-exempt and taxable bonds, swaps and other derivative products and government securities. (10 Points) Selection Process and Competitive Negotiations: Responses to this RFQ will be evaluated by a Selection Committee. A ranking of all respondents or short-listed respondents will be determined by the Selection Committee. The Selection Committee may schedule interviews and/or presentations with the "short-list" respondents or, any respondents. A final ranking of all firms or short-listed firms will be submitted to the City Manager for review and approval. The City Manager will thereafter submit his final recommendation to the City Commission for approval. Once the City Commission has approved the final ran kings, negotiations with the first ranked firm will be initiated. If those negotiations are unsuccessful, negotiations will be opened with the next ranked firm, etc., until the successful completion of negotiations and execution of contracts. The City reserves the right to reject any or all proposals, to further negotiate any proposals, to request clarification of information submitted in any proposal, to request additional information from any proposer, and to waive any irregularities in any proposal. END OF SECTION 12 Proposal Submittal Checklist Form This checklist indicates the forms and documents required to be submitted for this solicitation and to be presented by the deadline set for within the solicitation. Fulfillment of all solicitation requirements listed is mandatory for consideration of response to the solicitation. Additional documents may be required and, if so, they will be identified in an addendum to this RFQ. The response shall include the following items: Check Attachments and Other Documents to be Completed: Cit d omp e e . x x x x x ---- x x x x Respondents Qualification Statement Non-Collusion Affidavit Public Entity Crimes and Conflicts of Interest Drug Free Workplace Acknowledgement of Conformance with OSHA Standards List of Proposed Subcontractors and Principal Suppliers Related Party Transaction Verification Form Indemnification and Insurance Documents Signed Contract Documents (All -including General Conditions and Supplementary Conditions) Submit this checklist along with your proposal indicating the completion and submission of each required forms and/or documents. Thomas F. Pepe I n_ I "t_ Lot END OF SECTION 13 RESPONDENT QUALIFICATION STATEMENT The response to this questionnaire shall be utilized as part of the CITY'S overall Proposal Evaluation and RESPONDENT selection. I. Number of similar Finance Advising engagements completed, a) In the past 5 years b) In the past 10 years 2. List the last three (3) completed Financing Advising engagements. a) Financing Engagement: Entity Name: Entity Address: Entity Telephone: Financing Amount: b) Financing Engagement: Thomas F. Pepe In_IOLIA Entity Name: Entity Address: Entity Telephone: Financing Amount: 14 Thomas F. Pepe In_11_1'& c) Financing Engagement: Entity Name: Entity Address: Entity Telephone: Financing Amount: END OF SECTION 15 3. Current Finance Advising workload: Financing Entity Telephone Number Financing Amounts Engagement 4. The following information shall be attached to the proposal. a) RESPONDENT's Organizational Chart. b) RESPONDENT's proposed Financial Advising Team Chart for the City's Engagement c) Resumes of proposed key engagement team personnel. 5. List and describe any: a) Bankruptcy petitions filed by or against the Respondent or any predecessor organizations, Any arbitration or civil or criminal proceedings, or b) c) Suspension of contracts or debarring from Bidding or Responding by any public agency brought against the Respondent in the last five (5) years Thomas F. Pepe In_I'LIA 16 6. Government References: List other Government Agencies or Quasi-government Agencies for which you have been engaged in Financial Advising Services within the past five (5) years. Name of Agency: Address: Telephone No.: Contact Person: Financing Engagement: Name of Agency: Address: Telephone No.: Contact Person: Financing Engagement: Name of Agency: Address: Telephone No.: Contact Person: Financing Engagement: Thomas F. Pepe 10_n_l.<I END OF SECTION 17 NON COLLUSION AFFIDAVIT STATE OF FLORIDA COUNTY OF MIAMI-DADE ______________________ being first duly sworn, deposes and states that: (I) He/She/They is/are the ________________________ _ (Owner, Partner, Officer, Representative or Agent) of the Respondent that has submitted the attached Proposal; (2) He/She/They is/are fully informed concerning the preparation and contents of the attached Proposal and of all pertinent circumstances concerning such Proposal; (3) Such Proposal is genuine and is not a collusive or sham Proposal; (4) Neither the said Respondent nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Respondent, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from Bidding or proposing in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Respondent, firm, or person to fix any overhead, profit, or cost elements of the Proposal or of any other Respondent, or to fix any overhead, profit, or cost elements of the Proposal Price or the Proposal Price of any other Respondent, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; (5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Respondent or any other of its agents, representatives, owners, employees or parties of interest, including this affiant. Signed, sealed and delivered in the presence of: Witness Witness Thomas F. Pepe In_I·Lld By: ______________ _ Signature Print Name and Title Date 18 ACKNOWLEDGEMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE On this the day of , 20 __ , before me, the undersigned Notary Public of the State of Florida, personally appeared (Name(s) of individual(s) who appeared before notary) and whose name(s) is/are Subscribed to the within instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC: SEAL OF OFFICE: Thomas F. Pepe In_I'Lld Notary Public, State of Florida (Name of Notary Public: Print, Stamp or type as commissioned.) Personally known to me, or Personal identification: Type of Identification Produced Did take an oath, or Did Not take an oath. 19 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133. Florida State Statutes -"A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Proposal or bid on a Contract to provide any goods or services to a public entity. may not submit a Bid or proposal for a Contract with a public entity for the construction of repair of a public building or public work. may not submit bids or proposals on leases or real property to a public entity. may not be awarded to perform Work as a RESPONDENT. Sub-contractor. supplier. Sub-consultant; or Consultant under a Contract with any public entity. and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017. Florida Statutes. for thirty six (36) months from the date of being placed on the convicted vendor list". The award of any contract hereunder is subject to the provIsions of Chapter I 12. Florida State Statutes. Respondents must disclose with their Proposals. the name of any officer. director. partner. associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (a). FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I. This sworn statement is submitted to [print name of the public entity] by ________________________________________________________________ _ [print individual's name and title] for __________________________________________________________________________ __ [print name of entity submitting sworn statement] whose business address is and (if applicable) its Federal Employer Identification Number (FEIN) is (If the entity has no FEIN. include the Social Security Number of the individual signing this sworn statement: ----------------------------------------.) 2. I understand that a "public entity crime" as defined in Paragraph 287.133 (I )(g). Florida Statutes. means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States. including. but not limited to • any bid. proposal or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust. fraud. theft. bribery. collusion. racketeering. conspiracy. or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (I) (b). Florida Statutes. means a finding of guilt or a conviction of a public entity crime. with or without an adjudication of guilt. in any federal or state trial court of record relating to charges brought by indictment or information after July I. 1989. as a result of a jury verdict. non-jury trial. or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133 (I) (a). Florida Statutes. means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers. directors. executives. partners. shareholders. employees. members. and agents who are active in Thomas F. Pepe In_I'LIA 20 the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person. or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement. shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. understand that a "person" as defined in Paragraph 287.133 (I) (e). Florida Statutes. means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or proposal or applies to bid or proposal on contracts for the provision of goods or services let by a public entity. or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers. directors. executives. partners. shareholders. employees. members. and agents who are active in management of an entity. 6. Based on information and belief. the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] ___ Neither the entity submitting this sworn statement. nor any of its officers. directors. executives. partners. shareholders. employees. members. or agents who are active in the management of the entity. nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I. 1989. ___ The entity submitting this sworn statement. or one or more of its officers. directors. executives. partners. shareholders. employees. members. or agents who are active in the management of the entity. or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I. 1989. ___ The entity submitting this sworn statement. or one or more of its officers. directors. executives. partners. shareholders. employees. members. or agents who are active in the management of the entity. or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I. 1989. However. there has been a subsequent proceeding before a Hearing Officer of the State of Florida. Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY. AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017. FLORIDA STATUTES. FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. [Signature] Sworn to and subscribed before me this _____ day of ______________ • 20 __ . Personally known ___________ _ OR Produced identification ________ _ (Type of identification) Form PUR 7068 (Rev.06/ I 1/92) Thomas F. Pepe In_11_IA Notary Public -State of _______ _ My commission expires _______ _ (Printed. typed or stamped commissioned name of notary public) 21 DRUG FREE WORKPLACE Whenever two or more Bids or Proposals which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid or Proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie Bids or Proposals shall be followed if none of the tied vendors have a drug-free workplace program. In order to have a drug-free workplace program, a business shall: I) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that shall be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (I). 4) In the statement specified in Subsection (I), notify the employees, that, as a condition of working of the commodities or contractual services that are under Bid, he employee shall abide by the terms of the statement and shall notify the employee of any conviction of, or plea of gUilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) business days after such conviction. 5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. RESPONDENT's Signature: ________________ _ Print Name: Date: Thomas F. Pepe In_Il_IA. 22 ACKNOWLEDGEMENT OF CONFORMANCE WITH OSHA STANDARDS TO THE CITY OF SOUTH MIAMI We, , (Name of CONTRACTOR), hereby acknowledge and agree that as CONTRACTOR for the "Financial Advisory Services" project as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami and N/A (Consultant) against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (Sub-contractor's names): to comply with such act or regulation. CONTRACTOR BY: ____________________________ __ Name Title Thomas F. Pepe In_I'LIA Witness 23 RELATED PARTY TRANSACTION VERIFICATION FORM _______________ , individually and on behalf of ______________ _ ("Firm")have Name of Representative CompanylVendorlEntity read the City of South Miami ("City")'s Code of Ethics, Section 8A-1 of the City's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: (I) neither I nor the Firm have any conflict of interest (as defined in section 8A-I) with regard to the contract or business that I, and/or the Firm, am (are) about to perform for, or to transact with, the City, and (2) neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A-I, who is an employee of the City or who is(are) an appointed or elected official of the City, or who is(are) a member of any public body created by the City Commission, i.e:, a board or committee of the City, [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (2) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship of employees or those who have a financial interest in the Firm.]; and (3) neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the City or has a financial interest, direct or indirect, in any business being transacted with the city, or with any person or agency acting for the city, other than as follows: _(use (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (3) shall be based solely on the Signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship of those who have a financial interest in the Firm.]; and (4) no elected and/or appointed official or employee of the City of South Miami, or any of their immediate family members (i.e., spouse, parents, children, brothers and sisters) has a financial interest, directly or indirectly, in the contract between you and/or your Firm and the City other than the following individuals whose interest is set forth following their use a separate names: ______________________ _ (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). The names of all City employees and that of all elected and/or appointed city officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be Signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (4) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the financial interest in the Firm of city employees, appointed officials or the immediate family members of elected and/or appointed official or employee.] (5) I and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the City, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Thomas F. Pepe In_I'Lld 24 (6) I and the Firm hereby acknowledge that we have not contracted or transacted any business with the City or any person or agency acting for the City, and that we have not appeared in representation of any third party before any board, commission or agency of the City within the past two years other than as follows: (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). X:\PurchasingWendor Registration\ 12.28.12 RELATED PARTY TRANSACTION VERIFICATION FORM [3].docx (7) Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any city employee; or (iii) any member of any board or agency of the City other than as follows: ______________________ (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (7) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation as to the relationship by blood or marriage of employees, officers, or directors of the Firm, or of any of their immediate family to any appointed or elected officials of the City, or to their immediate family members]. (8) No Other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (Le., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties") has responded to a solicitation by the City in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (i.e. spouse, parents, children, brothers and sisters) have also responded, other than the following: _------------------________________ (if necessary, use a separate sheet to supply additional information that will not fit on this line; however, you must make reference, on the above line, to the additional sheet and the additional sheet must be signed under oath). [while the ethics code still applies, if the person executing this form is doing so on behalf of a firm whose stock is publicly traded, the statement in this section (8) shall be based solely on the signatory's personal knowledge and he/she is not required to make an independent investigation into the Other Firm, or the Firm he/she represents, as to their officers, directors or anyone having a financial interest in those Firms or any of their any member of those persons' immediate family.] (9) I and the Firm agree that we are obligated to supplement this Verification Form and inform the City of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. (10) A violation of the City's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any agreement with the City, and the imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami-Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the statements made hereinabove are true and correct to the best of my knowledge, information and belief. Signature: _____________ _ Print Name & Title: ______________ _ Date: ___________ __ ATTACHED: Sec. 8A-1 -Conflict of interest and code of ethics ordinance. Municode Page IOf4 Thomas F. Pepe I n_I1_1 A 25 Sec. SA-I. -Conflict of interest and code of ethics ordinance. (a) Designation. This section shall be designated and known as the "City of South Miami Conflict of Interest and Code of Ethics Ordinance." This section shall be applicable to all city personnel as defined below, and shall also constitute a standard of ethical conduct and behavior for all autonomous personnel, quasi-judicial personnel, advisory personnel and departmental personnel. The provisions of this section shall be applied in a cumulative manner. By way of example, and not as a limitation, subsections (c) and (d) may be applied to the same contract or transaction. (b) Definitions. For the purposes of this section the following definitions shall be effective: (I) The term "commission members" shall refer to the mayor and the members of the city commission. (2) The term "autonomous personnel" shall refer to the members of autonomous authorities, boards and agencies, such as the city community redevelopment agency and the health facilities authority. (3) The term "quasi-judicial personnel" shall refer to the members of the planning board, the environmental review and preservation board, the code enforcement board and such other individuals, boards and agencies of the city as perform quasi-judicial functions. (4) The term "advisory personnel" shall refer to the members of those city advisory boards and agencies whose sole or primary responsibility is to recommend legislation or give advice to the city commission. (5) The term "departmental personnel" shall refer to the city clerk, the city manager, department heads, the city attorney, and all assistants to the city clerk, city manager and city attorney, however titled. (6) The term "employees" shall refer to all other personnel employed by the city. (7) The term "compensation" shall refer to any money, gift, favor, thing of value or financial benefit conferred, or to be conferred, in return for services rendered or to be rendered. (8) The term "controlling financial interest" shall refer to ownership, directly or indirectly, of ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm, partnership, or other business entity at the time of transacting business with the city. (9) The term "immediate family" shall refer to the spouse, parents, children, brothers and sisters of the person involved. ( I 0) The term "transact any business" shall refer to the purchase or sale by the city of specific goods or services for consideration and to submitting a bid, a proposal in response to a RFQ, a statement of qualifications in response to a request by the city, or entering into contract negotiations for the provision on any goods or services, whichever first occurs. (c) Prohibition on transacting business with the city. No person included in the terms defined in paragraphs (b)( I) through (6) and in paragraph (b)(9) shall enter into any contract or transact any business in which that person or a member of the immediate family has a financial interest, direct or indirect with the city or any person or agency acting for the city, and any such contract, agreement or business engagement entered in violation of this subsection shall render the transaction voidable. Willful violation of this subsection shall constitute malfeasance in office and shall affect forfeiture of office or position. Nothing in this subsection shall prohibit or make illegal: Thomas F. Pepe In_I"Lld 26 (I) The payment of taxes, special assessments or fees for services provided by the city government; (2) The purchase of bonds, anticipation notes or other securities that may be issued by the city through underwriters or directly from time to time. Waiver of prohibition. The requirements of this subsection may be waived for a particular transaction only by four affirmative votes of the city commission after public hearing upon finding that: (I) An open-to-all sealed competitive proposal has been submitted by a city person as defined in paragraphs (b)(2), (3) and (4); (2) The proposal has been submitted by a person or firm offering services within the scope of the practice of architecture, professional engineering, or registered land surveying, as defined by the laws of the state and pursuant to the provisions of the Consultants' Competitive Negotiation Act, and when the proposal has been submitted by a city person defined in paragraphs (b)(2), (3) and (4); (3) The property or services to be involved in the proposed transaction are unique and the city cannot avail itself of such property or services without entering a transaction which would violate this subsection but for waiver of its requirements; and (4) That the proposed transaction will be in the best interest of the city. This subsection shall be applicable only to prospective transactions, and the city commission may in no case ratify a transaction entered in violation of this subsection. Provisions cumulative. This subsection shall be taken to be cumulative and shall not be construed to amend or repeal any other law pertaining to the same subject matter. (d) Further prohibition on transacting business with the city. No person included in the terms defined in paragraphs (b)(l) through (6) and in paragraph (b)(9) shall enter into any contract or transact any business through a firm, corporation, partnership or business entity in which that person or any member of the immediate family has a controlling financial interest, direct or indirect, with the city or any person or agency acting for the city, and any such contract, agreement or business engagement entered in violation of this subsection shall render the transaction voidable. The remaining provisions of subsection (c) will also be applicable to this subsection as though incorporated by recitation. Additionally, no person included in the term defined in paragraph (b)( I) shall vote on or participate in any way in any matter presented to the city commission if that person has any of the following relationships with any of the persons or entities which would be or might be directly or indirectly affected by any action of the city commission: ( I) Officer, director, partner, of counsel, consultant, employee, fiduciary or beneficiary; or (2) Stockholder, bondholder, debtor, or creditor, if in any instance the transaction or matter would affect the person defined in paragraph (b)( I) in a manner distinct from the manner in which it would affect the public generally. Any person included in the term defined in paragraph (b)( I) who has any of the specified relationships or who would or might, directly or indirectly, realize a profit by the action of the city commission shall not vote on or participate in any way in the matter. (E) Gifts. (I )Definition. The term "gift" shall refer to the transfer of anything of economic value, whether in the form of money, service, loan, travel, entertainment, hospitality, item or promise, or in any other form, without adequate and lawful consideration. Thomas F. Pepe In_I'LIA 27 (2) Exceptions. The provisions of paragraph (e)( I) shall not apply to: a. Political contributions specifically authorized by state law; b. Gifts from relatives or members of one's household, unless the person is a conduit on behalf of a third party to the delivery of a gift that is prohibited under paragraph(3); c. Awards for professional or civic achievement; d. Material such as books, reports, periodicals or pamphlets which are solely informational or of an advertising nature. (3) Prohibitions. A person described in paragraphs (b)(I) through (6) shall neither solicit nor demand any gift. It is also unlawful for any person or entity to offer, give or agree to give to any person included in the terms defined in paragraphs (b)( I) through (6), or for any person included in the terms defined in paragraphs (b)( I) through (6) to accept or agree to accept from another person or entity, any gift for or because of: a. An official public action taken, or to be taken, or which could be taken, or an omission or failure to take a public action; b. A legal duty performed or to be performed, or which could be performed, or an omission or failure to perform a legal duty; c. A legal duty violated or to be violated, or which could be violated by any person included in the term defined in paragraph (b)( I); or d. Attendance or absence from a public meeting at which official action is to be taken. (4) Disclosure. Any person included in the term defined in paragraphs (b)( I) through (6) shall disclose any gift, or series of gifts from anyone person or entity, having a value in excess of $25.00. The disclosure shall be made by filing a copy of the disclosure form required by chapter I 12, Florida Statutes, for "local officers" with the city clerk simultaneously with the filing of the form with the clerk of the county and with the Florida Secretary of State. (f) Compulsory disclosure by employees of firms doing business with the city. Should any person included in the terms defined in paragraphs (b)( I) through (6) be employed by a corporation, firm, partnership or business entity in which that person or the immediate family does not have a controlling financial interest, and should the corporation, firm, partnership or business entity have substantial business commitments to or from the city or any city agency, or be subject to direct regulation by the city or a city agency, then the person shall file a sworn statement disclosing such employment and interest with the clerk of the city. (g) Exploitation of official position prohibited. No person included in the terms defined in paragraphs (b )( I) through (6) shall corruptly use or attempt to use an official position to secure special privileges or exemptions for that person or others. (h) Prohibition on use of confidential information. No person included in the terms defined in paragraphs (b)( I) through (6) shall accept employment or engage in any business or professional activity which one might reasonably expect would require or induce one to disclose confidential information acquired by reason of an official position, nor shall that person in fact ever disclose confidential information garnered or gained through an official position with the city, nor shall that person ever use such information, directly or indirectly, for personal gain or benefit. Thomas F. Pepe IO_I1_IA 28 (i) Conflicting employment prohibited. No person included in the terms defined in paragraphs (b)( I) through (6) shall accept other employment which would impair independence of judgment in the performance of any public duties. (j) Prohibition on outside employment. (I) No person included in the terms defined in paragraphs (b)(6) shall receive any compensation for services as an officer or employee of the city from any source other than the city, except as may be permitted as follows: a. Generally prohibited. No full-time city employee shall accept outside employment, either incidental, occasional or otherwise, where city time, equipment or material is to be used or where such employment or any part thereof is to be performed on city time. b. When permitted. A full-time city employee may accept incidental or occasional outside employment so long as such employment is not contrary, detrimental or adverse to the interest of the city or any of its departments and the approval required in subparagraph c. is obtained. c. Approval of department head required. Any outside employment by any full-time city employee must first be approved in writing by the employee's department head who shall maintain a complete record of such employment. d. Penalty. Any person convicted of violating any provision of this subsection shall be punished as provided in section I-I I of the Code of Miami-Dade County and, in addition shall be subject to dismissal by the appointing authority. The city may also assess against a violator a fine not to exceed $500.00 and the costs of investigation incurred by the city. (2) All full-time city employees engaged in any outside employment for any person, firm, corporation or entity other than the city, or any of its agencies or instrumentalities, shall file, under oath, an annual report indicating the source of the outside employment, the nature of the work being done and any amount of money or other consideration received by the employee from the outside employment. City employee reports shall be filed with the city clerk. The reports shall be available at a reasonable time and place for inspection by the public. The city manager may require monthly reports from individual employees or groups of employees for good cause .. (k) Prohibited investments. No person included in the terms defined in paragraphs (b)( I) through (6) or a member of the immediate family shall have personal investments in any enterprise which will create a substantial conflict between private interests and the public interest. (I) Certain appearances and payment prohibited. (I) No person included in the terms defined in paragraphs (b)(I), (5) and (6) shall appear before any city board or agency and make a presentation on behalf of a third person with respect to any matter, license, contract, certificate, ruling, decision, opinion, rate schedule, franchise, or other benefit sought by the third person. Nor shall the person receive any compensation or gift, directly or indirectly, for services rendered to a third person, who has applied for or is seeking some benefit from the city or a city agency, in connection with the particular benefit sought by the third person. Nor shall the person appear in any court or before any administrative tribunal as counselor legal advisor to a party who seeks legal relief from the city or a city agency through the suit in question. (2) No person included in the terms defined in paragraphs (b)(2), (3) and (4) shall appear before the city commission or agency on which the person serves, either directly or through an associate, and make a presentation on behalf of a third person with respect to any matter, license, contract, certificate, ruling, decision, opinion, rate schedule, franchise, or other benefit sought by the third person. Nor shall such person receive any compensation or gift, directly or indirectly, for services rendered to a third party who has applied for or is seeking some benefit from the city commission or agency on which the person serves in connection with the particular benefit sought by the third party. Nor shall the person appear in any court or before any administrative tribunal as counselor legal advisor to a third party who seeks legal relief from the city commission or agency on which such person serves through the suit in question. Thomas F. Pepe In_I ~_I..t 29 (m) Actions prohibited when financial interests involved. No person included in the terms defined in paragraphs (b) (I) through (6) shall participate in any official action directly or indirectly affecting a business in which that person or any member of the immediate family has a financial interest. A financial interest is defined in this subsection to include, but not be limited to, any direct or indirect interest in any investment, equity, or debt. (n) Acquiring financial interests. No person included in the terms defined in paragraphs (b)( I) through (6) shall acquire a financial interest in a project, business entity or property at a time when the person believes or has reason to believe that the financial interest may be directly affected by official actions or by official actions by the city or city agency of which the person is an official, officer or employee. (0) Recommending professional services. No person included in the terms defined in paragraphs (b)(l) through (4) may recommend the services of any lawyer or law firm, architect or architectural firm, public relations firm, or any other person or firm, professional or otherwise, to assist in any transaction involving the city or any of its agencies, provided that a recommendation may properly be made when required to be made by the duties of office and in advance at a public meeting attended by other city officials, officers or employees. (p) Continuing application after city service. (I) No person included in the terms defined in paragraphs (b)( I), (5) and (6) shall, for a period of two years after his or her city service or employment has ceased, lobby any city official [as defined in paragraphs (b)( I) through (6)] in connection with any judicial or other proceeding, application, RFP, RFQ, bid, request for ruling or other determination, contract, claim, controversy, charge, accusation, arrest or other particular subject matter in which the city or one of its agencies is a party or has any interest whatever, whether direct or indirect. Nothing contained in this subsection shall prohibit any individual from submitting a routine administrative request or application to a city department or agency during the two-year period after his or her service has ceased. (2) The provisions of the subsection shall not apply to persons who become employed by governmental entities, 50 I (c)(3) non-profit entities or educational institutions or entities, and who lobby on behalf of those entities in their official capacities. (3) The provisions of this subsection shall apply to all persons described in paragraph (p)( I) whose city service or employment ceased after the effective date of the ordinance from which this section derives. (4) No person described in paragraph (p)( I) whose city service or employment ceased within two years prior to the effective date of this ordinance shall for a period of two years after his or her service or employment enter into a lobbying contract to lobby any city official in connection with any subject described in paragraph (p)( I) in which the city or one of its agencies is a party or has any direct and substantial interest; and in which he or she participated directly or indirectly through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise, during his or her city service or employment. A person participated "directly" where he or she was substantially involved in the particular subject matter through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise, during his or her city service or employment. A person participated "indirectly" where he or she knowingly participated in any way in the particular subject matter through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise, during his or her city service or employment. All persons covered by this paragraph shall execute an affidavit on a form approved by the city attorney prior to lobbying any city official attesting that the requirements of this subsection do not preclude the person from lobbying city officials. Thomas F. Pepe In_I'Lld 30 (5) Any person who violates this subsection shall be subject to the penalties provided in section BA-2(p). (q) City attorney to render opinions on request. Whenever any person included in the terms defined in paragraphs (b)( I) through (6) and paragraph (b)(9) is in doubt as to the proper interpretation or application of this conflict of interest and code of ethics ordinance, or whenever any person who renders services to the city is in doubt as to the applicability of the ordinance that person, may submit to the city attorney a full written statement of the facts and questions. The city attorney shall then render an opinion to such person and shall publish these opinions without use of the name of the person advised unless the person permits the use of a name. (Ord. No. 6-99-/680, § 2, 3-2-99) Editor's note-Ord. No. 6-99-16BO, § I, adopted 3-2-99, repealed §§ BA-I and BA-2 in their entirety and replaced them with new §§ BA-I and BA-2. Former §§ BA-I and BA-2 pertained to declaration of policy and definitions, respectively, and derived from Ord. No. 634, §§ I (I A-I), I (I A-2) adopted Jan. II, 1969. Thomas F. Pepe In_I·LIA END OF SECTION 31 CONTRACT FOR "FINANCIAL ADVISORY SERVICES" THIS CONTRACT, entered into this __ day of ,20--, by the CITY OF SOUTH MIAMI through its Manager, both of whom shall be hereinafter referred to as the "CITY" where applicable; located at 6130 Sunset Drive, South Miami, FL. E-mail: salexander@southmiamifl.gov and with an office and principal place of business located at _______ ---', and an e-mail address of (hereinafter called the "CONTRACTOR"). WITNESSETH: WHEREAS, the CITY is in need of FINANCIAL ADVISORY SERVICES; and WHEREAS, the CITY desires to retain the CONTRACTOR to provide the required good and/or services based on the CONTRACTOR's representations that it is qualified and capable of providing said goods and/or services in a professional and timely manner and in accordance with the CITY's goals and requirements; and WHEREAS, the CONTRACTOR has agreed to provide the required goods and/or services in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1) Engagement Of Contractor: Based on the representations of the CONTRACTOR as set out in the following "checked" documents the CITY hereby retains the CONTRACTOR to provide the goods and/or services set forth in said proposal, quote or response to solicitation, whichever is applicable, as modified by the Contract Documents defined below (all of which is hereinafter referred to as the Work"). (Check the box immediately preceding the document described below to indicate that such document is part of this contract) o Contractor's response to the CITY's written solicitation; or o Contractor's proposal or quote, or if none, o As described in paragraph 2 below. 2) Contract Documents: The Contract Documents shall include this Contract and the following "checked documents", as well as any attachments or exhibits that are made a part of any of the "checked documents". (Check the box immediately preceding the document described below to indicate that such document is part of this contract) o General Conditions to Contract, o Supplementary Conditions, o "Other Documents" referring to in this contract and signed by the parties, o Solicitation documents ("hereinafter referred to as "Bid Documents" including any request for bid, request for proposal or similar request) o Scope of Services, o Contractor's response to the CITY's Bid Documents, o Contractor's proposal or quote, o CITY's Insurance & Indemnification Requirements, o Payment Bond, o Performance Bond, This Contract and the General Conditions to Contract, Supplementary Conditions, the Solicitation, Scope of Services and "Other Documents", if any are "checked documents", shall take precedent over the response to the CITY's Bid Documents, the proposal or the quote, if any. The "checked documents" are attached hereto and made a part hereof by reference. 3) Date of Commencement: The CONTRACTOR shall commence the performance of the Work under this Contract on or on a date to be specified in a Notice to Proceed, or Purchase Order, (hereinafter referred to as the "Work Commencement Date"), and shall complete the performance hereunder within days or the length of time set forth in the Contract Documents, whichever is the shorter period of time. Time is of the essence. 4) Primary Contacts: The Primary Contact Person in charge of administering this Contract on behalf of the CITY is the City Manager ("Manager"), assistant Manager, or the Manager's designee, who shall be designated in a writing signed by the Manager. The Primary Contact Person for the CONTRACTOR and his/her contact information is as follows: Name: e-mail:; Fax: ___ Street Address: Thomas F. Pepe In_I·Lld 32 5) Scope of Services: The goods and/or services to be provided are as set forth in the "checked documents". 6) Compensation: The CONTRACTOR's compensation for the performance of this contract (hereinafter referred to as the Contract Price) shall be one of the following indicated by a checked box 0 $ or as set forth in 0 CONTRACTOR's response to the City's written solicitation, if any, or, if none, then as set out in 0 CONTRACTOR's proposal or quote, whichever is applicable, and as modified by the Contract Documents. 7) Hours of Work: In the event that this contract requires the performance of services, it is presumed that the cost of performing the Work after regular working hours, and on Sunday and legal holidays is included in the Contract Price. However, nothing contained herein shall authorize work on days and during hours that are otherwise prohibited by ordinance unless specifically authorized or instructed in writing by the Director, the Director's assistant or designee. 8) Time Provisions: The term of this Contract shall commence on the Work Commencement Date and shall continue for one (1) year until it expires on or unless earlier terminated according to the Contract Documents. Notwithstanding the foregoing, this Contract may be extended by an additional four (4) one (1) year periods if the extension is in writing and signed by the City Manager. An extension of the term of this Contract is at the CITY's sole and absolute discretion. 9) Termination: This contract may be terminated without cause by the CITY with 30 days of advanced written notice. This provision supersedes and takes precedence over any contrary provisions for termination contained in the Contract Documents. 10) Applicable Law and Venue: Florida law shall apply to the interpretation and enforcement of this Contract. Venue for all proceedings shall be in Miami-Dade County, Florida. 11) Insurance, Indemnification & Bonding: CONTRACTOR shall comply with the insurance, indemnification and bonding requirements set forth in the Contract Documents. 12) Liquidated Damages: In the event that the CONTRACTOR shall fail to complete the Work within the time limit set forth in the Contract Documents, or the extended time limit agreed upon, in accordance with the procedure as more particularly set forth in the Contract Documents, liquidated damages shall be paid at the rate of Wl...8 dollars per day until the Work is completed. 13) Jury Trial Waiver: The parties waive their right to jury trial. 14) Entire Agreement, Modification, and Non-waiver: The Contract Documents constitute the entire agreement of the parties and supersedes any prior agreements, written or oral. The Contract Documents may not be modified or amended except in writing, signed by both parties hereto. The Contract Documents, in general, and this paragraph, in particular, shall not be modified or amended by any acts or omissions of the parties. No failure to exercise and no delay in exercising any right, power or privilege shall operate as a waiver. No waiver of the Contract Documents, in whole or part, including the provisions of this paragraph, may be implied by any act or omission. 15) Public Records: CONTRACTOR and all of its subcontractors are required to comply with the public records law (s.119.0701) while providing goods and/or Services on behalf of the CITY and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project. 16) Background Screening. All personnel and volunteers that will provide any service pursuant to this Contract or related activities that might occur within 100 feet of any children involved in any City or its Agency's related activity must be in compliance with Level II Background Screening and fingerprinting requirements as per, Florida Statute 435.04, Chapter 435, Employment Screening, prior to the scheduled start of any employee or volunteer. CONTRACTOR shall prevent any and all of its personnel, including volunteers, from engaging in any related activities without having passed a background screening to the satisfaction of the City. 17) Drug Free Workplace. The CONTRACTOR shall comply with the Drug Free Workplace policy set forth in the City of South Miami's Personnel Manual which is made a part of this Contract by reference. 18) TRANSFER AND ASSIGNMENT. None of the work or services under this contract shall be subcontracted or assigned without prior written consent from the SMCRA which may be denied without cause. 19) NOTICES. All notices given or required under this contract shall be deemed sufficient if sent by a method that provides written evidence of delivery, including e-mail and facsimile transmission and delivered to the CONTRACTOR or his designated contact person. Return of mail, sent to the address contained herein for the parties or their contact persons, as not deliverable or for failure to claim the mail shall be deemed received on the date that the mail is returned to sender. Thomas F. Pepe In_I'Lld 33 IN WITNESS WHEREOF, the parties, have executed this Contract, on or before the date first above written, with full knowledge of its content and significance and intending to be legally bound by the terms hereof, [Individual or entity's name] Witnessed: By: ______________________ _ ATTESTED: By: _______ _ Maria Menendez City Clerk Read and Approved as to Form, Language, Legality and Execution Thereof: By: _________ _ City Attorney By: ________________ _ [name of signatory] CITY OF SOUTH MIAMI By: ________ _ Steven Alexander City Manager END OF SECTION Thomas F, Pepe In_I'LIA 34 EXHIBIT I Scope of Services Overview of Request for Qualifications and General Description The purpose of this Request for Qualifications ("RFQ") is to identify firms to provide financial advisory services to the City of South Miami (the "City"). There is no assurance that any of the firms responding to this request will be selected as a financial advisor, or that the City will conduct a financing during the term of the appointment. The City intends to select at least one firm and may select additional firms depending upon the responses to the RFQ. Requested financial advisory services may include, but are not limited to, providing the City with the following: • Review of the City's current debt covenants and debt ratio. • As-needed financial advice regarding market conditions and trends, financial products, credit and credit analysis, third party alternative financing and special facility financing • Analyses and evaluations of potential refunding and new money issues • Analysis and evaluation of proposed bonds or long-term loans • Review and evaluation of financing options, derivative and other innovative products, financial feasibility studies, legal documents, and pricing of any financing and any escrow • Participation in rating agency presentations and preparation of official statements • Preparation of number runs as may be necessary in connection with financings being undertaken by the City • Other financial services as requested During the term of its contract, the financial advisors may not serve as underwriter or swap counterparty for any City financing. Furthermore, the financial advisors may not terminate their contracts prematurely for the purpose of then serving as underwriter or swap counterparty for any City financing. City Background The City is a small municipality in Miami-Dade County, Florida. As per Bureau of Economic & Business Research at UF, the City Population for FY 2014 is 13,778. As of the 20 I 0 census, the median income for a household in the City was $42,488, which is less than the median income of both Miami-Dade County ($43,921) and the State of Florida ($47,802). On April 10, 200 I The City of South Miami Commission adopted Ordinance 11-01-1742 authorizing the City Manager to enter into agreement with the Florida Municipal Loan Council for the borrowing of $2.5 million and using South Miami Hospital's annual contribution of $150,000. This Commission administers a loan program with a variable rate revolving loan pool uniquely designed for Florida local governments. Funding for the program was through an AAA rated tax-exempt bond issue administered by the Florida League of Cities on behalf of local governments in order to achieve better economies of Thomas F. Pepe In_11_IA 35 scale. The program was created pursuant to Chapter 163, part I, of Florida State statutes, for the purpose of issuing the bonds. In 1998, the City was awarded a grant by the Safe Neighborhood Park Agency to construct a multi- purpose center at Murray Park. The SNP Grant required a dollar for dollar match, and contingent upon the City utilizing its own match before the Agency released its own. The purpose of the multipurpose community center is to provide social and recreational activities for all residents of South Miami. The City secured financing for the design and construction of the Municipal Parking Garage on SW 73 rd Street. The City of South Miami entered into a lease agreement with Mark Richman Properties Inc. (MRP) to manage the municipal garage. The Parking Garage exists of ground floor retail space and restaurants with 4-floors of public parking. MRP compensates the city a minimum rent guaranteed payment in addition to the payment of all debt service on the Florida League of Cities Bonds Issued. Payment of the debt service shall commence as to the amount drawn on the Florida League of Cities Bond Issue and any other debt on the date the funds were drawn and are payable in accordance with the principal and interest payment schedule established by the Florida Municipal Loan Council (FMLC) for the City of South Miami pursuant to the issuance of FMLC Revenue Bonds, series 2002A and 2006. Interest is paid at the same rate as the city's rate of interest on the bonds together with a pro-rata share of all the total amount of the borrowing so as to include amortized expenses of the bond, and all costs associated with the bonds. Furthermore, in March of 2008, the City Commission authorized the City Manager to execute an additional loan with SunTrust Bank for One Million Dollars. The purpose of the SunTrust loan was to repay $300,000 to the City's reserve account, which funds were utilized for improvements made to the street immediately adjacent to the parking garage. Seven hundred thousand dollars from the SunTrust Loan was earmarked for the completion of the construction of the parking garage. MRP is not subsidized by the City and pays its full share of borrowing expenses. The funds used by MRP for design and construction of the parking garage project represent 83.36% of the funds borrowed on the Bonds and 70% ofthe SunTrust Loan. Background on "Private Loan" and "Private Activity". $2,500,000 of the proceeds of the 2002 Loan were in turn loaned to the Developer ("Developer Loan") on June 12, 2002. The City also entered into a Lease Agreement with the Developer on March I I, 2005 ("Developer Agreement") whereby the Developer would operate the Garage Project and retain certain income from the Garage Project for a term of 50 years from the opening date of the Garage Project. Thus the Developer Agreement expires in 2057 as the Garage Project was completed in 2007. These two actions constituted an impermissible private loan and impermissible private activity, respectively, under Section 141 of the Internal Revenue Code of 1986, as amended ("Code"), adversely affecting the governmental status of the Council Bonds. The private loan arose immediately upon making the Developer Loan. The private activity did not arise at the time of the Developer Agreement. It did not occur until parking rates were first charged at the Garage Project in January of 2008. IRS Procedures and Negotiations. On July 13, 20 I 0, the City, jointly with the Issuer (FMLC), approached the Internal Revenue Service ("IRS") to seek permission to apply for a settlement under the Voluntary Compliance Agreement Program ("VCAP") in order to preserve the tax exempt status of the Council Bonds and the 2009 SunTrust Loan under the Code. As the name implies, the VCAP program Thomas F. Pepe 10_1"1_1 A 36 involves a self-reporting of potential problems with a tax exempt issue or series of tax exempt issues and that is what the City undertook. The procedure is therefore somewhat different than an IRS Examination because it is self-reported and typically more beneficial to an issuer of tax exempt bonds. The IRS granted permission for a VCAP and on August 13, 20 I 0, the City and the Issuer jointly submitted a Request for Closing Agreement Pursuant to Internal Revenue Manual Section 7.2.3.3 which outlines the VCAP procedures. An IRS Agent was assigned to the City's VCAP request. A series of exploratory calls commenced as the agent began to develop the case. Thereafter, negotiations ensued to attempt to resolve all issues with the IRS and protect the status of the Council Bonds and the 2009 Sun Trust Loan under the Code. Specifically, discussions focused on determining any settlement amount to be paid to the IRS to resolve the matter, the language of the settlement agreement, and the amount of Council Bonds and 2009 SunTrust Loan to be redeemed, or if not immediately eligible for redemption, defeased until the first redemption date. The IRS and City of South Miami came to an agreement and due to this issue, defeased a partial amount of the 2002A and 2006 FMLC Bonds and a" of the SunTrust 2009 loan. The City's new loan which was used to due accomplish the required negotiation is the new SunTrust 20 II loan for $7,575,000. Proprietary Information In accordance with Chapter I 19 of the State of Florida Statutes (Public Records Law), and except as may be provided by other applicable State and Federal Law, all respondents should be aware that the RFQ's and the responses thereto are subject to public inspection and copying. However, the respondents are requested to identify specifically any information contained in their proposals which they believe to be exempt from disclosure, citing specifically the applicable exempting law. The City will consider a proposer's opinion regarding the applicability of Chapter 119, Florida Statues, but shall not be obligated to concur in such opinions, and shall have no liability to a respondent for making public any information contained in a proposal. All proposals received from respondents in response to this RFQ will become the property of the City and will not be returned to the respondents. In the event of contract award, all documentation produced as part of the contract will become the exclusive property of the City. Interviews The City reserves the right to interview some, all or none of the firms responding to this RFQ based solely on the City's judgment as to the firm's qualifications and capabilities. No Separate Proposals from Respondents Under Common Control Respondents under common control may only submit a single proposal. The City reserves the right to reject separate proposals from Respondents under common control. Thomas F. Pepe In_I'Lld 37 Financial Exhibits The following Exhibits are included for information and background: • Exhibit 3 -"Debt Service Fund" Long Term Debts: • Exhibit 4 -"First Amendment to Loan Agreements" • Exhibit 5 -"Closing Memorandum -"$90,210,000 Revenue Bonds, Series 200 I A" • Exhibit 6 -"Closing Memorandum -"$49,775,000 Revenue Bonds, Series 2002A" • Exhibit 7 -"Closing Memorandum -"$22,365,000 Revenue Bonds, Series 2006" • Exhibit 8 -"Taxable Revenue Note, Series 20 I I" Thomas F. Pepe In_I'1_IA END OF SECTION 38 1.01 A. B. EXHIBIT 2 Insurance Requirements Insurance Without limiting its liability, the contractor, consultant or consulting firm (hereinafter referred to as "FIRM" with regard to Insurance and Indemnification requirements) shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the FIRM, from claims which may arise out of or result from the contract or the performance of the contract with the City of South Miami, whether such claim is against the FIRM or any sub-contractor, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. No insurance required by the CITY shall be issued or written by a surplus lines carrier unless authorized in writing by the CITY and such authorization shall be at the CITY's sole and absolute discretion. The FIRM shall purchase insurance from and shall maintain the insurance with a company or companies lawfully authorized to sell insurance in the State of Florida, on forms approved by the State of Florida, as will protect the FIRM, at a minimum, from all claims as set forth below which may arise out of or result from the FIRM's operations under the Contract and for which the FIRM may be legally liable, whether such operations be by the FIRM or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (a) claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; (b) claims for damages because of bodily injury, occupational sickness or disease, or death of the FIRM's employees; (c) claims for damages because of bodily injury, sickness or disease, or death of any person other than the FIRM's employees; (d) claims for damages insured by usual personal injury liability coverage; (e) claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting there from; (f) claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; (g) claims for bodily injury or property damage arising out of completed operations; and (h) claims involving contractual liability insurance applicable to the FIRM's obligations under the Contract. 1.02 Firm's Insurance Generally. The FIRM shall provide and maintain in force and effect until all the Work to be performed under this Contract has been completed and accepted by CITY (or for such duration as is otherwise specified hereinafter), the insurance coverage written on Florida approved forms and as set forth below: 1.03 Workers' Compensation Insurance at the statutory amount as to all employees in compliance with the "Workers' Compensation Law" of the State of Florida including Chapter 440, Florida Statutes, as presently written or hereafter amended, and all applicable federal laws. In addition, the policy (ies) must include: Employers' Liability at the statutory coverage amount. The FIRM shall further insure that all of its Subcontractors maintain appropriate levels of Worker's Compensation Insurance. 1.04 Commercial Comprehensive General Liability insurance with broad form endorsement, as well as automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: • Personal Injury: $1,000,000; • Medical Insurance: $5,000 per person; • Property Damage: $500,000 each occurrence; • Automobile Liability: $1,000,000 each accident/occurrence. • Umbrella: $1,000,000 per claim 1.05 Umbrella Commercial Comprehensive General Liability insurance shall be written on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim and $2,000,000 Annual Aggregate. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (a) Premises and Operation Thomas F. Pepe In_I"LI.d 39 (b) Independent Contractors (c) Products and/or Completed Operations Hazard (d) Explosion, Collapse and Underground Hazard Coverage (e) Broad Form Property Damage (f) Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and/or indemnification agreement. (g) Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 1.06 Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) plus an additional One Million Dollar ($1,000,000.00) umbrella per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Umbrella coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by with the state of Florida, and must include: (a) Owned Vehicles. (b) Hired and Non-Owned Vehicles (c) Employers' Non-Ownership 1.07 SUBCONTRACTS: The FIRM agrees that if any part of the Work under the Contract is sublet, the subcontract shall contain the same insurance provision as set forth in section 5.1 above and 5.4 below and substituting the word Subcontractor for the word FIRM and substituting the word FIRM for CITY where applicable. 1.08 Fire and Extended Coverage Insurance (Builders' Risk), IF APPLICABLE: A In the event that this contract involves the construction of a structure, the CONTRACTOR shall maintain, with an Insurance Company or Insurance Companies acceptable to the CITY, "Broad" form/All Risk Insurance on buildings and structures, including Vandalism & Malicious Mischief coverage, while in the course of construction, including foundations, additions, attachments and all permanent fixtures belonging to and constituting a part of said buildings or structures. The policy or policies shall also cover machinery, if the cost of machinery is included in the Contract, or if the machinery is located in a building that is being renovated by reason of this contract. The amount of insurance must, at all times, be at least equal to the replacement and actual cash value of the insured property. The policy shall be in the name of the CITY and the CONTRACTOR, as their interest may appear, and shall also cover the interests of all Subcontractors performing Work. B. All of the provisions set forth in Section 5.4 herein below shall apply to this coverage unless it would be clearly not applicable. 1.09 Miscellaneous: A If any notice of cancellation of insurance or change in coverage is issued by the insurance company or should any insurance have an expiration date that will occur during the period of this contract, the FIRM shall be responsible for securing other acceptable insurance prior to such cancellation, change, or expiration so as to provide continuous coverage as specified in this section and so as to maintain coverage during the life of this Contract. B. All deductibles must be declared by the FIRM and must be approved by the CITY. At the option of the CITY, either the FIRM shall eliminate or reduce such deductible or the FIRM shall procure a Bond, in a form satisfactory to the CITY covering the same. C. The policies shall contain waiver of subrogation against CITY where applicable, shall expressly provide that such policy or policies are primary over any other collectible insurance that CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY as well as contractual liability provision covering the Contractors duty to indemnify the City as provided in this Agreement. D. Before starting the Work, the FIRM shall deliver to the CITY and CONSULTANT certificates of such insurance, acceptable to the CITY, as well as the insurance binder, if one is issued, the insurance policy, including the declaration page and all applicable endorsements and provide the name, address and telephone number of the insurance agent or broker through whom the policy was obtained. The insurer shall be rated AVII or better per AM. Best's Key Rating Guide, latest edition and authorized to issue insurance in the State of Florida. All insurance policies must be written on forms approved by the State of Florida and they must remain in full force and effect for the duration of the contract period with the CITY. The FIRM may be required by the CITY, at its sole discretion, to provide a "certified copy" of the Policy (as defined in Article I of this document) which shall include the declaration page and all required Thomas F. Pepe In_I·LI.f 40 endorsements. In addition, the FIRM shall deliver, at the time of delivery of the insurance certificate, the following endorsements: (I) a policy provision or an endorsement with substantially similar provisions as follows: "The City of South Miami is an additional insured. The insurer shall pay all sums that the City of South Miami becomes legally obligated to pay as damages because of 'bodily injury", 'property damage' , or "personal and advertising injury" and it will provide to the City all of the coverage that is typically provided under the standard Florida approved forms for commercial general liability coverage A and coverage S"; (2) a policy provision or an endorsement with substantially similar provisions as follows: "This policy shall not be cancelled (including cancellation for non-payment of premium), terminated or materially modified without first giving the City of South Miami ten (10) days advanced written notice of the intent to materially modify the policy or to cancel or terminate the policy for any reason. The notification shall be delivered to the City by certified mail, with proof of delivery to the City." Contractor's Responsibility Prior to Receiving a Notice to Proceed Prior to the City issuing a Notice to Proceed, the contractor shall deliver a copy (either hard copy or, preferably, electronically) of the policy, including the declaration page of the policy and all endorsements to the policy and that the contractor shall provide the City with the name, address, including email address, and phone number of the contractor's insurance agent. The Contractor's insurance agent must provide the City with evidence that the insurer issuing the policy, is licensed and authorized to do business in Florida, with policy documents that have been approved by the State of Florida and that the insurance carrier is not issuing the policy as a surplus lines carrier. It shall also request a citation to the page number of the policy, or the form number of the endorsement that meets the following City insurance requirements, and request that he or she highlight the relevant language of the portion of the policy and/or the endorsements that, in his or her estimation, meets these requirements: The endorsements or the policy must provide or show that: a) the city is an additional insured; b) coverage includes contractual liability; c) the City will be provided at least 10 days advanced notice of any cancellation of the policy, including cancelation for non-payment of premium and at least 30 days' advanced notice of any material changes to the policy or of cancellation for any reason other than non-payment; and d) either policy provision or an endorsement providing that the policy is primary and non-contributory, such as an endorsement that provides that the vendor's policy is primary over all of the city's applicable insurance and that treats the city's policies as excess coverage. It may be that some of these provisions are combined into one endorsement or contained in the policy itself. If the policy does not have an advanced notice of cancellation provision that supplies the City with advanced notice, the contractor can still comply with the insurance requirement if the contractor provides the city with proof that the policy premium has been paid in full and provided the contractor pays a monitoring fee, currently set at $25 per month. Thomas F. Pepe In_I"Lld 41 Indemnification Requirement A. The Contractor accepts and voluntarily incurs all risks of any injuries, damages, or harm which might arise during the work or event that is occurring on the CITY's property due to the negligence or other fault of the Contractor or anyone acting through or on behalf of the Contractor. B. The Contractor shall indemnify, defend, save and hold CITY, its officers, affiliates, employees, successors and assigns, harmless from any and all damages, claims, liability, losses, claims, demands, suits, fines, judgments or cost and expenses, including reasonable attorney's fees, paralegal fees and investigative costs incidental there to and incurred prior to, during or following any litigation, mediation, arbitration and at all appellate levels, which may be suffered by, or accrued against, charged to or recoverable from the City of South Miami, its officers, affiliates, employees, successors and assigns, by reason of any causes of actions or claim of any kind or nature, including claims for injury to, or death of any person or persons and for the loss or damage to any property arising out of a negligent error, omission, misconduct, or any gross negligence, intentional act or harmful conduct of the Contractor, its contractor/subcontractor or any of their officers, directors, agents, representatives, employees, or assigns, or anyone acting through or on behalf of any of them, arising out of this Agreement, incident to it, or resulting from the performance or non-performance of the Contractor's obligations under this AGREEMENT. C. The Contractor shall pay all claims, losses and expenses of any kind or nature whatsoever, in connection therewith, including the expense or loss of the CITY and/or its affected officers, affiliates, employees, successors and assigns, including their attorney's fees, in the defense of any action in law or equity brought against them and arising from the negligent error, omission, or act of the Contractor, its Sub-Contractor or any of their agents, representatives, employees, or assigns, and/or arising out of, or incident to, this Agreement, or incident to or resulting from the performance or non-performance of the Contractor's obligations under this AGREEMENT. D. The Contractor agrees and recognizes that neither the CITY nor its officers, affiliates, employees, successors and assigns shall be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the Contractor, its contractor/subcontractor or any of their agents, representatives, employees, or assigns, or anyone acting through or on behalf of the them, and arising out of or concerning the work or event that is occurring on the CITY's property. In reviewing, approving or rejecting any submissions or acts of the Contractor, CITY in no way assumes or shares responsibility or liability for the acts or omissions of the Contractor, its contractor/subcontractor or any of their agents, representatives, employees, or assigns, or anyone acting through or on behalf of them. E. The Contractor has the duty to provide a defense with an attorney or law firm approved by the City of South Miami, which approval will not be unreasonably withheld. Thomas F. Pepe In_I'LIA END OF SECTION 42 Thomas F. Pepe I n_Il_1 d FINANCIAL EXHIBITS Exhibit 3 "Debt Service Fund" 43 DEBT SERVICE FUND CITY OF SOUTH MIAMI FUND 20 I The Debt Service Fund has been established in an effort to make clearly the City's current Long Term Liability. The City has several loans outstanding with the Florida Municipal Loan Council (FMLC). The council, as a subsidiary of Florida League of Cities administers the Florida Municipal Loan Program. Small and medium sized cities in the state obtain loans from the FMLC, through bonds and backed by MBIA Insurance Corporation. In this current Fiscal Year, the City of South Miami has no intention of issuing any additional debt to help fund any recurring or nonrecurring capital improvement projects. Gibson-Bethel Community Center (previously known as South Miami Multi-Purpose Center) On April 10, 200 I The City of South Miami Commission adopted Ordinance I 1-01-1742 authorizing the City Manager to enter into agreement with the Florida Municipal Loan Council for the borrowing of $2.5 million and using South Miami Hospital's annual contribution of $150,000. This Commission administers a loan program with a variable rate revolving loan pool uniquely designed for Florida local governments. Funding for the program was through an AAA rated tax-exempt bond issue administered by the Florida League of Cities on behalf of local governments in order to achieve better economies of scale. The program was created pursuant to Chapter 163, part I, of Florida State statutes, for the purpose of issuing the bonds. In 1998, the City was awarded a grant by the Safe Neighborhood Park Agency to construct a multi- purpose center at Murray Park. The SNP Grant required a dollar for dollar match, and contingent upon the City utilizing its own match before the Agency released its own. The purpose of the mUltipurpose community center is to provide social and recreational activities for all residents of South Miami. 44 FLORIDA MUNICIPAL LOAN COUNCIL BOND 200 I a FY DATE PRINCIPAL INTEREST FEES PAYMENT BALANCE I ..•••...• ,.;.'<,; IltlJ20f4. i} .60,00/>: !:·~i·4.L~~~Y;>'; '~i,:J;Q~$:;'i: . ;:;;!O~,24.a·. I'l.,'·'::·!' .. 9/3ql:2 0 ,l5; <sifj2()ISi :<:2.;2' ,L.i;; liT '.j;:'ii::c.~;.(;;.i}' Iii;;' D95.?:·);·, 1::';,~Y,~#jf' •• ·~· ! .c,~ :1;619,000. 1·4~,.!tl~it( ">c 9/30/2016 111112015 60,000 40,288 1,055 101,343 511/2016 -38,713 1,025 39,738 1,550,000 9/30/2017 111112016 65,000 38,713 1,025 104,738 511/2017 -37,006 993 37,999 1,485,000 9/30/2018 1111/2017 70,000 37,006 993 107,999 511/2018 -35,169 958 36,126 1,415,000 9130/2019 111112018 75,000 35,169 958 111,126 511/2019 -33,200 920 34,120 1,340,000 9/30/2020 111112019 75,000 33,200 920 109,120 5/1/2020 -31,419 883 32,301 1,265,000 9/30/2021 111112020 80,000 31,419 883 112,301 5/1/2021 -29,519 843 30,361 1,185,000 9/30/2022 111112021 85,000 29,519 843 115,361 5/1/2022 -27,500 800 28,300 1,100,000 9/30/2023 111112022 90,000 27,500 800 118,300 5/1/2023 -25,250 755 26,005 1,010,000 9/30/2024 111112023 90,000 25,250 755 116,005 5/1/2024 -23,000 710 23,710 920,000 9/30/2025 111112024 95,000 23,000 710 118,710 5/1/2025 -20,625 663 21,288 825,000 9/30/2026 111112025 100,000 20,625 663 121,288 5/1/2026 -18,125 613 18,738 725,000 9/30/2027 111112026 105,000 18,125 613 123,738 5/1/2027 -15,500 560 16,060 620,000 9/30/2028 111112027 110,000 15,500 560 126,060 5/1/2028 -12,750 505 13,255 510,000 9/30/2029 111112028 120,000 12,750 505 133,255 511/2029 -9,750 445 10,195 390,000 9/30/2030 111112029 125,000 9,750 445 135,195 5/1/2030 -6,625 383 7,008 265,000 9/30/2031 111112030 130,000 6,625 383 137,008 5/1/2031 -3,375 318 3,693 135,000 9/30/2032 111112031 135,000 3,375 318 138,693 TOTAL 2,200,000 2,080,771 56,588 4,337,359 45 CITY OF SOUTH MIAMI MUNICIPAL PARKING GARAGE The City secured financing for the design and construction of the Municipal Parking Garage on SW 73 rd Street. The City of South Miami entered into a lease agreement with Mark Richman Properties Inc. (MRP) to manage the municipal garage. The Parking Garage exists of ground floor retail space and restaurants with 4-floors of public parking. MRP compensates the city a minimum rent guaranteed payment in addition to the payment of all debt service on the Florida League of Cities Bonds Issued. Payment of the debt service shall commence as to the amount drawn on the Florida League of Cities Bond Issue and any other debt on the date the funds were drawn and are payable in accordance with the principal and interest payment schedule established by the Florida Municipal Loan Council (FMLC) for the City of South Miami pursuant to the issuance of FMLC Revenue Bonds, series 2002A and 2006. Interest is paid at the same rate as the city's rate of interest on the bonds together with a pro-rata share of all the total amount of the borrowing so as to include amortized expenses of the bond, and all costs associated with the bonds. Furthermore, in March of 2008, the City Commission authorized the City Manager to execute an additional loan with SunTrust Bank for One Million Dollars. The purpose of the SunTrust loan was to repay $300,000 to the City's reserve account, which funds were utilized for improvements made to the street immediately adjacent to the parking garage. Seven hundred thousand dollars from the SunTrust Loan was earmarked for the completion of the construction of the parking garage. MRP is not subsidized by the City and pays its full share of borrowing expenses. The funds used by MRP for design and construction of the parking garage project represent 83.36% of the funds borrowed on the Bonds and 70% of the SunTrust Loan. Background on "Private Loan" and "Private Activity". $2,500,000 of the proceeds of the 2002 Loan were in turn loaned to the Developer ("Developer Loan") on June 12, 2002. The City also entered into a Lease Agreement with the Developer on March I I, 2005 ("Developer Agreement") whereby the Developer would operate the Garage Project and retain certain income from the Garage Project for a term of 50 years from the opening date of the Garage Project. Thus the Developer Agreement expires in 2057 as the Garage Project was completed in 2007. These two actions constituted an impermissible private loan and impermissible private activity, respectively, under Section 141 of the Internal Revenue Code of 1986, as amended ("Code"), adversely affecting the governmental status of the Council Bonds. The private loan arose immediately upon making the Developer Loan. The private activity did not arise at the time of the Developer Agreement. It did not occur until parking rates were first charged at the Garage Project in January of 2008. IRS Procedures and Negotiations. On July 13, 20 I 0, the City, jointly with the Issuer (FMLC), approached the Internal Revenue Service ("IRS") to seek permission to apply for a settlement under the Voluntary Compliance Agreement Program ("VCAP") in order to preserve the tax exempt status 46 of the Council BOflds and the 2009 SunTrust Loan under the Code. As the name implies, the VCAP program involves a self-reporting of potential problems with a tax exempt issue or series of tax exempt issues and that is what the City undertook. The procedure is therefore somewhat different than an IRS Examination because it is self-reported and typically more beneficial to an issuer of tax exempt bonds. The IRS granted permission for a VCAP and on August 13, 20 I 0, the City and the Issuer jointly submitted a Request for Closing Agreement Pursuant to Internal Revenue Manual Section 7.2.3.3 which outlines the VCAP procedures. An IRS Agent was assigned to the City's VCAP request. A series of exploratory calls commenced as the agent began to develop the case. Thereafter, negotiations ensued to attempt to resolve all issues with the IRS and protect the status of the Council Bonds and the 2009 Sun Trust Loan under the Code. Specifically, discussions focused on determining any settlement amount to be paid to the IRS to resolve the matter, the language of the settlement agreement, and the amount of Council Bonds and 2009 SunTrust Loan to be redeemed, or if not immediately eligible for redemption, defeased until the first redemption date. The IRS and City of South Miami came to an agreement and due to this issue, defeased a partial amount of the 2002A and 2006 FMLC Bonds and all of the SunTrust 2009 loan. The City's new loan which was used to due accomplish the required negotiation is the new SunTrust 20 II loan for $7,575,000. 47 FLORIDA MUNICIPAL LOAN COUNCIL BOND 2002A FY DATE PRINCIPAL INTEREST FEES TOTAL BALANCE .9130/20 15'> " ••.. (i{lJJJ ... , .................................. ·,89,.67V~8 ~:~ ::.:.;.;~6;p72j ·.·( ... ,i',;· .... .... < '51fll.·~·'" .. ;. ·12O,OQo.ooi. ;r··.~6,67J.~8. ,{·i~;::Z9.~,~72.· <i.},2S0~09q· . 1111115 83,371.88 2,500.00 83,372 9/30/2016 511116 125,000.00 83,371.88 2,500.00 208,372 3,125,000 9/30/2017 1111116 79,934.38 2,500.00 79,934 511117 130,000.00 79,934.38 2,500.00 209,934 2,995,000 9/30/2018 1111117 76,359.38 2,500.00 76,359 511118 135,000.00 76,359.38 2,500.00 211,359 2,860,000 9/30/2019 1111118 72,646.88 2,500.00 72,647 511119 145,000.00 72,646.88 2,500.00 217,647 2,715,000 9/30/2020 1111119 68,659.38 2,500.00 68,659 5/1/20 155,000.00 68,659.38 2,500.00 223,659 2,560,000 9/30/2021 1111120 64,784.38 2,500.00 64,784 5/1121 160,000.00 64,784.38 2,500.00 224,784 2,400,000 9/30/2022 1111121 60,784.38 2,500.00 60,784 5/1/22 170,000.00 60,784.38 2,500.00 230,784 2,230,000 9/30/2023 1111/22 56,534.38 2,500.00 56,534 5/1/23 175,000.00 56,534.38 2,500.00 231,534 2,055,000 1111123 52,159.38 2,500.00 52,159 9/30/2024 511124 185,000.00 52,159.38 2,500.00 237,159 1,870,000 9/30/2025 1111125 47,534.38 2,500.00 47,534 5/ I /25 195,000.00 47,534.38 2,500.00 242,534 1,675,000 9/30/2026 I 111125 42,659.38 2,500.00 42,659 5/1/26 205,000.00 42,659.38 2,500.00 247,659 1,470,000 1111126 37,534.38 2,500.00 37,534 9/30/2027 511 /27 215,000.00 37,534.38 2,500.00 252,534 1,255,000 I 111127 32,159.38 2,500.00 32,159 9/30/2028 5/ I /28 230,000.00 32,159.38 2,500.00 262,159 1,025,000 I 111128 26,265.63 2,500.00 26,266 9/30/2029 511 /29 240,000.00 26,265.63 2,500.00 266,266 785,000 1111129 20,115.63 2,500.00 20,116 9/30/2030 5/1/30 250,000.00 20,115.63 2,500.00 270,116 535,000 1111130 13,709.38 2,500.00 13,709 9/30/2031 511 /31 260,000.00 13,709.38 2,500.00 273,709 275,000 1111131 7,046.88 2,500.00 7,047 9/30/2032 5/ I /32 275,000.00 7,046.88 2,500.00 282,047 0 TOTAL 3,690,000 2,412,844 96,000 6, I 02,844 48 FLORIDA MUNICIPAL LOAN COUNCIL BOND 2006 FY DATE PRINCIPAL INTEREST FEES TOTAL BALANCE .•.•. 9130ng 10/01114 I.·) ·•· .. ·.··.>35,000 .. ···'.····30,709 · .••. ;.2,(,)00 . i>·>.,}< 65,709. I;:: .. ··. 1.,345,000 .. ' 1:.04/011!5 1"29.~34 <·.2,0(,)(,)'< I....·i··/.. .; '. 29,834 •• <:i,;>. ....'.\.; •.•. 9/30/16 10/01115 35,000 29,834 2,000 64,834 1,310,000 04/01116 28,959 2,000 28,959 9/30117 10/01116 40,000 28,959 2,000 68,959 1,270,000 04/01/17 27,959 2,000 27,959 9/30118 10/01117 40,000 27,959 2,000 67,959 1,230,000 04/01118 26,959 2,000 26,959 9/30/19 10/01/18 40,000 26,959 2,000 66,959 1,190,000 04/01/19 25,959 2,000 25,959 9/30/20 10/01119 45,000 25,959 2,000 70,959 1,145,000 04/01/20 25,059 2,000 25,059 9/30/21 10/01/20 45,000 25,059 2,000 70,059 1,100,000 04/01/21 24,131 2,000 24,131 9/30/22 10/01/21 50,000 24,131 2,000 74,131 1,050,000 04/01/22 23,100 2,000 23,100 9/30123 10/01/22 50,000 23,100 2,000 73,100 1,000,000 04/01/23 22,069 2,000 22,069 9/30/24 10/01/23 55,000 22,069 2,000 77,069 945,000 04/01/24 20,934 2,000 20,934 9/30125 10/01/24 55,000 20,934 2,000 75,934 890,000 04/01/25 19,800 2,000 19,800 9130/26 10/01/25 60,000 19,800 2,000 79,800 830,000 04/01/26 18,563 2,000 18,563 9/30/27 10/01/26 60,000 18,563 2,000 78,563 770,000 04/01/27 17,325 2,000 17,325 9/30/28 10/01/27 60,000 17,325 2,000 77,325 710,000 04/01/28 15,975 2,000 15,975 9/30/29 10/01/28 65,000 15,975 2,000 80,975 645,000 04/01/29 14,513 2,000 14,513 9/30/30 10/01/29 70,000 14,513 2,000 84,513 575,000 04/01/30 12,938 2,000 12,938 9/30/31 10/01/30 70,000 12,938 2,000 82,938 505,000 04/01/31 11,363 2,000 11,363 9/30/32 10/01/31 75,000 11,363 2,000 86,363 430,000 04/01/32 9,675 2,000 9,675 9/30133 10/01/32 80,000 9,675 2,000 89,675 350,000 04/01/33 7,875 2,000 7,875 9/30134 10/01/33 80,000 7,875 2,000 87,875 270,000 04/01/34 6,075 2,000 6,075 9/30/35 10/01/34 85,000 6,075 2,000 91,075 185,000 04/01/35 4,163 2,000 4,163 9/30136 10/01/35 90,000 4,163 2,000 94,163 95,000 04/01/36 2,138 2,000 2,138 10/01/36 95,000 2,138 2,000 97,138 0 TOTAL: 1,475,000 1,011,597 94,000 2,486,597 49 SUNTRUST LOAN 201 1 FY DATE PRINCIPAL INTEREST TOTAL BALANCE i •... · .i.·1:9/(I~Q~;1tl:,:··<:!' .. ·.·~Q:9,8Q8 <t'~.1·5i,8~~ ...•.... ··x.§S·I·~5Zt i':'642500() '2015 '," ; ...... , ... ' ,.,.'i;/c, ,>: .':.4/ 1/2QISr •• ;(.i .. ;;r;.,q' ··;.i,~i1?i~?3,·· "}141;zcj~', 2~ii·.,~t~~$,PQO,i .. , ...•... i •.•..••• )' .. ,...·::. :".:<.,',. i .. · ....... ,:; • .:>'.)'.· . 10/1/2015 410,000 148,605 558,605 6,015,000 2016 4/1/2016 0 139,122 139,122 6,015,000 10/1/2016 435,000 139,122 574,122 5,580,000 2017 4/1/2017 0 128,356 128,356 5,580,000 10/1/2017 450,000 129,061 579,061 5,130,000 2018 4/1/2018 0 118,004 118,004 5,130,000 10/1/2018 480,000 118,653 598,653 4,650,000 2019 4/1/2019 0 106,963 106,963 4,650,000 10/1/2019 495,000 107,551 602,551 4,155,000 2020 4/112020 0 96,102 96,102 4,155,000 10/1/2020 520,000 96,102 616,102 3,635,000 2021 4/112021 0 83,615 83,615 3,635,000 10/112021 540,000 84,075 624,075 3,095,000 2022 4/1/2022 0 71,194 71,194 3,095,000 10/1/2022 565,000 71,585 636,585 2,530,000 2023 4/1/2023 0 58,197 58,197 2,530,000 10/1/2023 590,000 58,517 648,517 1,940,000 2024 4/1/2024 0 44,871 44,871 1,940,000 10/1/2024 620,000 44,871 664,871 1,320,000 2025 4/1/2025 0 30,364 30,364 1,320,000 10/1/2025 645,000 30,531 675,531 675,000 2026 4/1/2026 0 15,527 15,527 675,000 2027 10/1/2026 675,000 15,612 690,612 0 TOTAL 7,575,000 3,125,339 10,700,339 50 Thomas F. Pepe In_I"LI;! FINANCIAL EXHIBITS Exhibit 4 "First Amendment to Loan Agreements" 51 F!RST AMENDMENT TO LOAN AGREEMENTS THIS FIRST AMENDMENT TO LOAN AGREEMENTS (this IIAmendmentlt ), is elated August 17, 2011, and is by and between Florida Municipal Loan Council, a separate l.egal entity created pursuant to Section 163.01, Florida Statutes and an Interlocal Agreement entered into initially by and among the City of Stuart, the City of Deland and the City of Rockledge, each of which is a Florida municip.ality (the "Issuerll ), and City of South Miami, Florida, a municipal corporation of the State of Florida (the "Borrower"). The Borrower and tile Issuer have entered into a Loan Agreement dated May 1,2002 (the "2002 Loan Agreement") and a Loan Agreement dated December 1, 2006 (the "2006 Loan Agreement "). Exhibit D to the 2002 Loan Agreement is replaced with Exhibit A hereto and Exhibit D to the 2006 Loan Agreement is replaced with Exhibit B hereto. Except as modified hereby, the 2002 Loan Agreement and 2006 Loan Agreement remain in effect. This Amendment may be executed in counterparts. and is governed by Florida law. City of South Miami, Florida Florida Municipal Loan Council By: ____________ _ Name: Isaac Salver Title: Chainnan 52 FIRST AMENDMENT TO LOAN AGREEMENTS THIS FIRST AMENDMENT TO LOAN AGREEMENT.S (this "Amendment").is dated August 17, 2011, and is by and between Florida Municipal Loan Council, a separate legal entity created pursuant to Section 163.01, Florida Statutes and an Interlocal Agreement entered into initially by and among the City of Stuart, the City of Deland and the City of Rockledge, each of which is a Florida municip.ality (the "Issuer"), and City of South Miami, Florida, a municipal corporation of the State of Florida (the "Borrower"). The Borrower and the Issuer have entered into a Loan Agreement dated May 1,2002 (the "2002 Loan Agreement") and a Loan Agreement dated December 1, 2006 (the "2006 Loan Agreement"). Exhibit D to the 2002 Loan Agreement is replaced with Exhibit A hereto and Exhibit D to the 2006 Loan Agreement is replaced with Exhibit B hereto. Except as modified hereby, the 2002 Loan Agreement and 2006 Loan Agreement remain in effect. This Amendment may be executed in counterparts. and is governed by Florida law. City of South Miami, Florida BY:~~ Name: {ector Mirabile, Ph.D. Title: City Manager Florida Municipal Loan Council By: ____________ _ Name: Isaac Salver Title: Chainnan 53 FIRST AMENDl\1ENT TO LOAN AGREEMENTS THIS FIRST AMENDMENT TO LOAN AGREEMENTS (this IIAmendment"), is dated August 17, 2011, and is by and between Florida Municipal Loan Council, a separate legal entity created pursuant to Section 163.01, Flonda Statutes and an Illterlocal Agreement entered into initially by and among the City of Stuart, the City of Deland and the City of Rockledge, each of which is a Florida municipality (the "Issuer"), and City of South Miami, Florida, a municipal corporation of the State of Florida (the "Borrower"). The Borrower and the Issuer have entered into a Loan Agreement dated May 1,2002 (the "2002 Loan Agreement") and a Loan Agreement dated December 1, 2006 (the "2006 Loan Agreement"). Exhibit D to the 2002 Loan Agreement is replaced with Exhibit A hereto and Exhibit D to the 2006 Loan Agreement is replaced with Exhibit B hereto. Except as modified hereby, the 2002 Loan Agreement and 2006 Loan Agreement remain in ' effect. This Amendment may be executed in counterparts and is govemed by Florida law. City of South Miami, Florida By: ~~------~------------------Na : Hector Mirabile, Ph.D. Title: City Manager Florida Municipal Loan Council By: ------------------------------Name: Isaac Salver Title: Chairman 54 FirStsouth~t~ UNREFUNDED BOND DEBT SERVICE City of South Miami, Florida FMlC Series 2002A Refunding Portion ** Final Numbers I August 12, 2011 ** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 11/01/2011 95,209.38 9l>,209.38 OS/01/2012 105,000 5.000% 95,209.38 200,209.38 10/01/2012 295,418.76 11/01/2012 92,584.38 92,584.38 OS/01/2013 10S,000 5.500% 92,584.38 197,584.38 10/01/2013 290,168.76 11/01/2013 89,696.88 89,696.88 05/01/2.014 110,000 5.500% . 89,696.88 199,696.88 10/01/2014 289,393.76 11/01/2014 86,671.88 86,671.88 05/01/2015 120,000 5.500% 86,671.88 206,671.88 10/01/2015 293,343.76 11/01/2015 83,371.88 83,371.88 05/01/2016 125,000 5.500% 83,371.88 208,371.8B 10/01/2016 291,743.76 11/01/2016 79,934.38 79,934.38 05/01/2.017 130,000 5.500";' 79,934.38 209,934.38 10/01/2017 289,868.76 11/01/2017 76,359.38 76,359.38 OS/01/2018 13S,OOO 5.500% 76,359.38 211,359.38 10/01/2018 287,718.76 11/01/2018 72,646.88 72,646.88 05/01/2019 145,000 5.500% . 72,646.88 217,646.88 10/01/2019 290,293.76 11/01/2019 68,659.38 68,659.38 05/01/2020 155,000 5.000";' 68,659.38 223,659.38 10/01/2020 292,318.76 11/01/2020 64,784.38 64,784.38 05/01/2021 160,000 5.000% 64,784.38 224,784.38 10/01/2021 289,568.76 11/01/Z021 60,784.38 60,784.38 05/01/2022 170,000 5.000% 60,784.38 230,784.38 10/01/2022 291,568.76 11/01/2022 56,534.38 56,534.38 OS/01/2023 175,000 5.000% 56,534.38 231,534.38 10/01/2023 288,068.76 11/01/2023 52,159.38 52,159.38 05/01/2024 185,000 5.000"~ 52,159.38 237,159.38 10/01/2024 289,318.76 11/01/2024 47,534.38 47,534.38 05/01/2025 195,000 5.000";' 47,534.38 242,534.38 10/01/20'lS 290,068.76 11/01/2025 42,659.38 42,659.38 05/01/2026 205,000 5.000% 42,659.38 247,659.38 10/01/2026 290,318.76 11/01/2026 37,534.38 37,534.38 05/01/2027 215,000 5.000% 37,534.38 252,534.38 10/01/20'1.7 290,068.76 11/01/2027 32,159.38 32,159.38 OS/01/2028 230,000 5.125% 32,159.38 262,159.38 10/01/2028 294,318.76 11/01/2028 26,265.63 26,265.63 05/01/2029 240,000 5.125% 26,265.63 266,265.63 10/01/2029 292,531.26 11/01/2029 20,115.63 20,115.63 05/01/2030 250,000 5.125% 20,115.63 270,115.63 10/01/2030 290,231.26 11/01/2030 13,709.38 13,709.38 OS/01/2031 250,000 5.125% 13,709.38 273,709.38 10/01/2031 287,418.76 11/01/2031 7,046.88 7,046.88 05/01/2032 275,000 5.125% 7,046.88 282,046.88 10/01/2032 289,093.76 3,690,000 2,412,843.96 6,102,843.96 6,102,843.96 Aug 12, 2011 12:09 pm Prepared by FirstSouthwest ijgtj (Finance 6.020 south l!Iiaml, fl:2011) Page 22. 55 FirstsoUthw~~ UNREFUNDED BOND DEBT SERVICE City of South Miami, Florida FMlC Series 2006 Refunding Portion ** Final Numbers I August 12, 2011 ** Period Annual Ending Principal Coupon Interest Debt SelVice Debt 5ervlce 10/01/'1.011 30,000 4.000"/0 3'1.,609.38 6'1.,609.38 6'1.,609.38 04/01/2012 32,009.38 32,009.38 10/01/2012 30,000 4.000% 32,009.38 62,009.38 94,018.76 04/01/2013 31,409.38 31,409.38 10/01/2013 35,000 4.000% 31,409.38 66.409.38 97,818.76 04/01/2014 30,709.38 30,709.38 10/01/2014 35,000 5.000% 30,709.38 65,709.38 96,418.76 04/01/2015 29,834.38 '1.9,834.38 10/01/2015 35,000 5.000% 29,834.38 64,834.38 94,668.76 04/01/2016 28,959.38 28,959.38 10/01/2016, .-40,000 5.000% 28,959.38 68,959.38 97,918.76' 04/01/2017 . 27,959.38 27,959.38 10/01/2017 40,000 5.000% 27,959.38 67,959.38 95,918.76 04/01/2018 26,959.38 26,959.38 10/01/2018 40,000 5.000% 26,959.38 66,959.38 93,918.76 04/01/2019 25,959.38 25,959.38 10/01/2019 45,000 4.000% 25,959.38 70,959.38 96,918.76 04/01/2020 25,059.38 25,059.38 10/01/2020 45,000 4.125% 25,059.38 70,059.38 95,118.76 04/01/2021 24,131.25 '1.4,131.25 10/01/2021 50,000 4.125% 24,131.25 74,131.25 98,262.50 04/01/2022 23,100.00 23,100.00 10/01/2022 50,000 4.125% 23,100.00 73,100.00 96,200.00 04/01/2023 22,068.75 22,068.75 10/01/2023 55,000 4.125% 22,068.75 77,068.75 99,137.50 04/01/2024 20,934.38 20,934.38 10/01/2024 55,000 4.125% 20,934.38 75,934.38 96,868.76 04/01/2025 19,800.00 19,800.00 10/01/2025 60,000 4.125% 19,800.00 79,800.00 99,600.00 04/01/2026 18,562.50 18,562.50 10/01/2026 60,000 4.125% 18,562.50 78,562.50 97,125.00 04/01/2027 17,325.00 17,325.00 10/01/2027 60,000 4.500% 17,325.00 77,325.00 94,650.00 04/01/2028 15,975.00 15,975.00 10/01/2028 65,000 4.500% 15,975.00 80,975.00 96,950.00 04/01/2029 14,512.50 14,512.50 10/01/2029 70,000 4.500% 14,512.50 84,512.50 99,025.00 04/01/2030 12,937.50 12,937.50 10/01/2030 70,000 4.500% 12,937.50 82,937.50 95,875.00 04/01/2031 11,362.50 11,362.50 10/01/2031 75,000 4.500% 11,362.50 86,362.50 97,725.00 04/01/2032 9,675.00 9,675.00 10/01/2032 80,000 4.500% 9,675.00 89,675.00 99,350.00 04/01/2033 7,875.00 7,875.00 10/01/2033 80,000 4.500% 7,875.00 87,875.00 95,750.00 04/01/2034 6,075.00 6,075.00 10/01/2034 85,000 4.500% 6,075.00 91,075.00 97,150.00 04/01/2035 4,162.50 4,162.50 10/01/2035 90,000 4.500"/0 4,162.50 94,162.50 98,325.00 04/01/2036 2,137.50 2,137.50 10/01/2036 95,000 4.500"/0 2,137.50 97,137.50 99,275.00 1,475,000 1,011,596.98 2,486,596.98 2,486,596.98 Aug 12, 2011 12:09 pm Prepared by FlrstSouthwest (jgt) (Finance 6.020 south miami, fI:2011) Page 34 56 FINANCIAL EXHIBITS Exhibit 5 "Closing Memorandum -"$90,210,000 Revenue Bonds, Series 200 I A" Thomas F. Pepe I n_I''L I d 57 CLOSING MEMORANDUM $90,210,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2001A DATED: NOVEMBER 30, 2001 58 $90,210,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2001A CLOSING DOCUMENTS TAB NO. 1. BASIC BOND DOCUMENTS 1. Trust Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. MBIA Insurance Corporation (a) Specimen Policy ............................................. 2 (b) Certificate as to No Default .................................... 3 (c) Financial Guaranty Agreement ................................. 4 (d) Surety Bond ................................................ 5 (e) Certificate as to Official Statement .............................. 6 3. Preliminary Official Statement ........................ ............... 7 4. Official Statement ................................................. 8 5. 6. (a) (b) (a) (b) Certificate of Underwriters re Contract of Purchase ................. 9 Bond Purchase Contract dated November 8,2001 ................. 10 Certified Copy of Resolution No. 2001-_ of Florida Municipal Loan Council (without exhibits); (Authorizing and Awarding Sale of Series 200 1A Bonds), adopted September 20, 2001 .............. 11 Certified Copy of Resolution No. 98-01 (Authorizing Bonds), adopted December 17, 1998 ................................... 12 7. Certified Copy ofInterlocal Agreement ................................ 13 II. FLORIDA MUNICIPAL LOAN COUNCIL 1. Public Meeting Certificate .......................................... 14 2. Signature and No Litigation Certificate ................................ 15 3. Request and Authorization to Authenticate and Deliver Bonds ............. 16' 4. (a) (b) Certificate of Incumbency .................................... 17 Certificate of Authorized Officers .............................. 18 59 5. Certificate re Preliminary Official Statement with regard to compliance with Rule 15c2-12 of SEC .......................................... 19 6. Continuing Disclosure Agreement .................................... 20 7. Requisition Certificate ............................................. 21 8. Certificate of Program Administrator ................................. 22 III. TRUSTEE 1. Officer's Certificate of Trustee ...................................... 23 2. Certificate of Delivery and Payment .................................. 24 IV. UNDERWRITER 1. Financial and Business Relationships Certificate executed by Underwriter .... 25 V. OPINIONS 1. Bryant, Miller and Olive, P.A. (a) Approving Opinion ......................................... 26 (b) Supplemental Opinion ....................................... 27 ( c) Reliance Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... 28 2. Kraig A. Conn, Esq., Counsel to Issuer ................................ 29 3. Rogers, Towers, Bailey, Jones & Gay, P.A. Counsel to the Trustee .......... 30 4. Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. Counsel to Underwriter ............................................ 31 5. Counsel to MBIA Insurance Corporation .............................. 32 VI. OTHER 1. Specimen Bond .................................................. 33 2. IRS Forrn 8038-G ................................................. 35 3. (a) (b) Notice ofSa1e to Division of Bond Finance ...................... 36 Division of Bond Finance Forms 200312004-B .................... 37 4. Blue Sky Memorandum ............................................ 38 60 5. Evidence of Ratings 6. (a) Fitch ..................................................... 39 (b) Standard & Poor's .......................................... 40 (a) (b) Validation Judgment ........................................ 41 Certificate of No Appeal ..................................... 42 DOCUMENTS OF BORROWERS IN VOLUME TWO VII. BORROWERS 1. City of Avon Park (a) Loan Agreement ............................................ 43 (b) Certificate of BOlTower ...................................... 44 (c) Resolution Authorizing Loan .................................. 45 (d) Opinion of BOlTower' s Counsel ................................ 46 (e) Opinion of Bond Counsel .................................... 47 (f) IRS Fonn 8038-G ........................................... 48 (g) Continuing Disclosure Certificate .............................. 49 (h) Tax Certificate as to Arbitrage ................................. 50 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ................................... 51 2. City of Bonita Springs (a) Loan Agreement ............................................ 53 (b) Certificate of BOlTower ...................................... 54 (c) Ordinance Authorizing Loan .................................. 55 (d) Opinion of BOlT ower's Counsel ................................ 56 (e) Opinion of Bond Counsel .................................... 57 (f) IRS Form 8038-G ........................................... 58 (g) Continuing Disclosure Certificate .............................. 59 (h) Tax Certificate as to Arbitrage ................................. 60 Exhibit A: Schedule Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Celiificate of Expenditures ................................... 61 3. City of Bradenton (a) Loan Agreement ............................................ 62 (b) Celiificate of BOlTower ...................................... 63 (c) Resolution Authorizing Loan .................................. 64 61 (d) Opinion of Borrower's Counsel ................................ 65 (e) Opinion of Bond Counsel .................................... 66 (f) IRS Ponn 8038-G ........................................... 67 (g) Continuing Disclosure Certificate .............................. 68 (h) Tax Certificate as to Arbitrage ................................. 69 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Celtificate of Expenditures ................................... 70 4. City of Hallandale Beach (a) Loan Agreement ............................................ 71 (b) Certificate of Borrower ...................................... 72 (c) (i) Ordinance Authorizing Loan ................................ 73 (ii) Resolution Authorizing Loan ............................... 74 (d) Opinion of Borrower's Counsel ................................ 75 (e) Opinion of Bond Counsel .................................... 76 (f) IRS Porm 8038-G ........................................... 77 (g) Continuing Disclosure Certificate .............................. 78 (h) Tax Certificate as to Arbitrage ................................. 79 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ................................... 80 5. City of Largo (Two Loans) (a) Loan Agreement (Covenant) .................................. 82 (b) Loan Agreement (Utility) ..................................... 83 (c) Certificate of Borrower ...................................... 84 (d) (i) Ordinance Authorizing Loan ................................ 85 (ii) Resolution Authorizing Loan ............................... 86 (e) Opinion of Borrower's Counsel ................................ 87 (f) Opinion of Bond Counsel .................................... 88 (g) IRS Form 8038-G ........................................... 89 (h) Continuing Disclosure Certificate .............................. 90 (i) Tax Certificate as to Arbitrage (Covenant) ....................... 91 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (j) Tax Certificate as to Arbitrage (Utility) .......................... 92 Exhibit A: Schedules Exhibit B: Certificate of Underwriter 62 Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (Ie) Celiificate of Expenditures ................................... 93 (1) Certificates Regarding Party Status ............................. 94 (m) Celiificates to DEP Regarding SRF Loans ....................... 95 6. City of North Miami (a) Loan Agreement ............................................ 96 (b) Certificate of Borrower ...................................... 97 ( c) Resolution Authorizing Loan .................................. 98 (d) Opinion of Borrower's Counsel ................................ 99 (e) Opinion of Bond Counsel ................................... 100 (f) IRS Form 8038-0 .......................................... 101 (g) Continuing Disclosure Certificate ............................. 102 (h) Tax Certificate as to Arbitrage ................................ 103 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures .................................. 101 CD Certificate of Anti-Dilution .................................. 102 7. City of St. Pete Beach (a) Loan Agreement ........................................... 103 (b) Celiificate of Borrower ..................................... 104 (c) Ordinance Authorizing Loan ................................. 105 (d) Opinion of Borrower's Counsel ............................... 106 (e) Opinion of Bond Counsel ................................... 107 (f) IRS Form 8038-0 .......................................... 108 (g) Continuing Disclosure Certificate ............................. 109 (h) Tax Certificate as to Arbitrage ................................ 110 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Celiificate (i) Certificate of Expenditures .................................. 111 8. City of Safety Harbor (a) Loan Agreement ........................................... 112 (b) Certificate of Borrower ..................................... 113 (c) Resolution Authorizing Loan ................................. 114 (d) Opinion of Borrower's Counsel ........................ , , , .... 115 (e) Opinion of Bond Counsel .. , .......... " ............ ,., ..... 116 (f) IRS Form 8038-0 ......... , .................. , ............. 117 (g) Continuing Disclosure Certificate ........................... ,. 118 63 (h) Tax Certificate as to Arbitrage ................................ 119 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non Rebate Certificate (0 Certificate of Expenditures .................................. 120 (j) Escrow Deposit Agreement .................................. 121 (k) Verification Report ........................................ 122 (1) Fonn of Redemption Notice ................................. 123 9. City of South Miami (a) Loan Agreement ........................................... 124 (b) Certificate of Borrower ..................................... 125 (c) Ordinance Authorizing Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126 (d) Opinion of Borrower's Counsel ............................... 127 (e) Opinion of Bond Counsel ................................... 128 (f) IRS Form 8038-G .......................................... 129 (g) Continuing Disclosure Certificate ............................. 130 (h) Tax Certificate as to Arbitrage ................................ 131 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures .................................. 132 10. Town of Southwest Ranches (a) Loan Agreement ........................................... 133 (b) Certificate of Borrower ..................................... 134 (c) Resolution Authorizing Loan ................................. 135 (d) Opinion of Borrower's Counsel ............................... 136 (e) Opinion of Bond Counsel ................................... 137 (f) IRS Form 8038-G .......................................... 138 (g) Continuing Disclosure Certificate ............................. 139 (h) Tax Certificate as to Arbitrage ................................ 140 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures .................................. 141 11. City of Sunny Isles Beach (a) Loan Agreement ........................................... 142 (b) Certificate of Borrower ..................................... 143 (c) Ordinance Authorizing Loan ................................. 144 (d) Opinion of Borrower's Counsel ............................... 145 64 (e) Opinion of Bond Counsel ................................... 146 (f) IRS FOnTI 8038-G .......................................... 147 (g) Continuing Disclosure Certificate ............................. 148 (h) Tax Certificate as to Arbitrage ................................ 149 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures .................................. 150 12. Village of Wellington (a) Loan Agreement ........................................... 151 (b) Certificate of Borrower ..................................... 152 (c) Resolution Authorizing Loan ................................. 153 (d) Opinion of Borrower's Counsel ............................... 154 (e) Opinion of Bond Counsel ................................... 155 (f) IRS FOnTI 8038-G .......................................... 156 (g) Continuing Disclosure Certificate ............................. 157 (h) Tax Certificate as to Arbitrage ................................ 158 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures .................................. 159 65 DISTRIBUTION: (2) Florida Municipal Loan Council (1 bound, 1 unbound) (1) First Union National Bank (3) MBIA Insurance Corporation (unbound) (2) Bryant, Miller and Olive, P.A. (1) Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. (1) Rogers, Towers, Bailey, Jones & Gay, P.A. (1) First Southwest Company (1) Bane of America Securities LLC (1) City of Avon Park (1) City of Bonita Springs (1) City of Bradenton (1) City of Hallandale Beach (1) City of Largo (1) City of North Miami (1) CityofSt. Pete Beach (1) City of Safety Harbor (1) City of South Miami (1) Town of Southwest Ranches (1) City of Sunny Isles Beach (1) Village of Wellington J;\BONDS\2001 \4118.03\Close\cd-listl.wpd 66 LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL and CITY OF SOUTH MIAMI, FLORIDA Dated as of November 15, 2001 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2001A This Instrument Prepared By: Grace E. Dunlap, Esq. Bryant, Miller and Olive, P.A. 101 East Kennedy Boulevard, Suite 2100 Tampa, Florida 33602 and JoLinda Herring, Esq. Bryant, Miller and Olive, P.A. 201 South Monroe Street, Suite 500 Tallahassee, Florida 32301 Execution Copy 67 LOAN AGREEMENT T ABLE OF CONTENTS 'ARTICLE I DEFINITIONS ................................................................ 3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL SECTION 2.01. Representations, Warranties and Covenants ....................... : .. 10 SECTION 2.02. Covenants of Borrower .......................................... 13 ARTICLEID THE LOAN SECTION 3.01. TheLoan ..................................................... 17 SECTION 3.02. Evidence of Loan ............................................... 17 ARTICLEN LOAN TERM AND LOAN CLOSING REQUIREMENTS SECTION 4.01. Commencement of Loan Term .................................... 18 SECTION·4.02. Tennination of Loan Tenn ........................................ 18 SECTION 4.03. Loan Closing Submissions ........................................ 18 ARTICLE V LOAN REPAYMENTS SECTION 5.01. Payment of Basic Payments ....................................... 20 SECTION 5.02. Payment of Surety Bond Costs ..................................... 20 SECTION 5.03. Payment of Additional Payments ................................... 20 SECTION 5.04. Credit for Interest Earnings or Investment Losses and Excess Payments .... 21 SECTION 5.05. Obligations of Borrower Unconditional .............................. 22 SECTION 5.06. Refunding Bonds ......... " .................................... 22 SECTION 5.07. Prepayment .................................................... 22 68 ARTICLE VI DEFEASANCE ....................... ; ...................................... 23 ARTICLEvn ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. Assignment by Council .......................................... 24 SECTION 7.02. Assignment by Borrower ......................................... 24 SECTION 7.03. Payments by.the Bond Insurer ..................................... 24 SECTION 7.04. Payments by the Surety Bond Provider .............................. 24 ARTICLEvm EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. Events of Default Defined ........................................ 25 SECTION 8.02. Notice of Default ............................................... 26 SECTION 8.03. Remedies on Default ............................................ 26 SECTION 8.04. [Reserved] .................................................... 27 SECTION 8.05. No Remedy Exclusive; Waiver, Notice .............................. 27 SECTION 8.06. Application of Moneys ................ ' ........................... 27 ARTICLE IX MISCELLANEOUS SECTION 9.01. Notices ....................................................... 28 SECTION 9.02. Binding Effect ................................................. 28 SECTION 9.03. Severability .................................................... 29 SECTION 9.04. Amendments, Changes and Modifications ........................... 29 SECTION 9.05. Execution in Counterparts ........................................ 29 SECTION 9.06. Applicable Law ................................................ 29 SECTION 9.07. Benefit of Bondholders; Compliance with Indenture .................... 29 SECTION 9.08. Consents and Approvals .......................................... 29 SECTION 9.09. Immunity of Officers, Employees and Members of Council and Borrower .. 29 SECTION 9.10. Captions ...................................................... 30 SECTION 9.11. No Pecuniary Liability of Council .................................. 30 SECTION 9.12. Payments Due on Holidays ....................................... 30 SECTION 9.13. Calculations ................................................... 30 SECTION 9.14. Time of Payment ............................................... 30 11 69 EXHIBIT A EXHIBITB EXHIBITC EXHIB~TD EXHIBITE USE OF LOAN PROCEEDS CERTIFIED ORDINANCE OF BORROWER OPINION OF BORROWER'S COUNSEL DEBT SERVICE SCHEDULE FORM OF REQUISITION CERTIFICATE 111 70 LOAN AGREEMENT This Loan Agreement (the "Loan Agreement"or the "Agreement") dated as of November 15, 2001 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 ofthe State of Florida, and the 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 Interlocal 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 telms of this Agreement and that certain Trust Indenture dated as of November 15, 2001, 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 ofthe public welfare ofthe 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 71 and will promote the most efficient and economical development of such services, facilities and programs in the State; and WHEREAS, neither the Council, the BOlTower nor the State or any political subdivision thereof (other than each BOlTower 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 2001A" (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 thereofto levy or pledge any form of ad valorem taxation for their payment but shall be paya.ble 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: 2 72 ARTICLE! DEFINITIONS Unless the context or use indicates another meaning or intent, the following words and tel IDS as used in this Loan Agreement shall have the following meanings, and any other hereinafter defined, shall have the meanings as therein defined. IIAccountantll 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 II, Florida Statutes, and Chapter 125, Part I, as amended, and all other applicable provisions oflaw. "Additional Payments" means payments required by Section 5.03 hereof. lIAlternate 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. "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 ofthe Mayor; and, when used with reference to a Borrower which is a County means the person perfonning 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 resolution 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 BOlTower. 3 73 "Bond Counsel" means Bryant, Miller and Olive, P .A., Tampa, Florida or any other nationally recognized bond counsel. l1Bondholderll or uHolder" or "holder of Bonds" or 1I0wnerl1 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. I1Bond Insurer" means MBIA Insurance Corporation and any successors thereto. "Bonds" means the Florida Municipal Loan Council Revenue Bonds, Series 2001A issued pursuant to Article II of the Indenture. "Bond Year" means a 12-month period beginning on November 2 and ending on and including the following November 1, except for the first period which begins on November 30,2001. "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 ofthe 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 trOrderll of the Council mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Council by its ChaiIman, 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. trCode" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated, proposed or applicable thereunder. 4 74 "Commencement Date" means the date when the term of this Agreement begins and the obligation ofthe Bon'ower to make Loan Repayments accrues . . "Council" means the Florida Municipal Loan Council. "Costtf means "Cost" as defined ;in the Act. "Cost ofIssuance 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. tfDefault" means an event or condition the occurrence of which would, with the lapse oftime 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, 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. ItFiscal Yearn means the fiscal year of the Borrower. "Fitch" means Fitch, Inc., 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 recognized 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 ofthe 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; 5 75 (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 ofthe Defeasance Obligations (Plus any cash in the fund) are sufficient to meet the liabilities ofthe 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 DefeasanceObligations 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 frop1 the custodian's general assets, and are not available to satisfy any claim of the 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 November 15, 2001 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, ifany, and interest on the Bonds. "hlterest Payment Date" means May 1 and November 1 of each year, commencing May 1, 2002. "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 ofthe Council, all as amended and supplemented from time to time. "Liquidation Proceeds" means amolmts 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 ofDefaule' under this Loan Agreement which has not been waived or cured. 6 76 "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. "Loans" means all loans made by the Council under the Indenture to the Borrowers. HLoan Agreement" or "Loan AgreementsH means this Loan Agreement and any amendments and supplements hereto. HLoan Repayment DateH means Apri120, 2002, and thereafter each October 20th and April 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. ItLoan Term" means the term provided for in Article N ofthis Loan Agreement. "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws ofthe 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 ofthe Borrower derived from any source whatever other than ad valorem taxation on real and personal property, which are legally available for Loan Repayments. 1I0pinion of Bond Counsel" means an opinion by Bond Counsel which is selected by the Council and acceptable to the Trustee. 1I0pinion 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 ofthe Indenture. 7 77 "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. "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 ofthe 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 ofthe 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. 8 78 "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, llS&p n 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 9.05 ofthe 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 Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized in the Indenture. llS urety Bond" means the surety bond issued by the Surety Bond Provider guaranteeing certain. payments into the Reserve Fund with respect to the Bonds as provided therein 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 First Union National Bank, as Trustee, or any successor thereto under the Indenture. 9 79 ARTICLE II 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) Organization and Authority. The Borrower: (1) is a duly organized and validly existing municipality ofthe 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 BOlTower or the ability of the Borrower to perform its obligations under this Agreement. The financial statements, including balance sheets, and any other written statement fumished 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 ofthe Bonds and the Bond Insurer in writing which materially affects adversely or is likely to materially affect adversely the financial condition ofthe Borrower, or its ability to make the payments under this Agreement when and as the sanle become due and payable. (c) Pending Litigation. To the knowledge of the Borrower there are no proceedings pending, or to the knowledge ofthe 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 (fmancial or otherwise) of the Borrower, or the existence or powers or ability of the Borrower to enter into and perfonn its obligations under this Agreement. (d) Borrowing Legal and Authorized. 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 ofthis Agreement: 10 80 (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, qefault, 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 ofthis 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) Goyernmental Consent. The Borrower has obtained, or will obtain, all permits, approvals and findings of non-reviewability required as of the date hereof by any governmental body or officer for the acquisition and/or installation ofthe Project, including construction and renovation work, the fmancing 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 any agency or other governmental body or officer in connection with the acquisition or installation ofthe 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 BOlTower as a condition to the execution and delivery ofthis Loan Agreement, or to amounts becoming outstanding hereunder. 11 81 (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 Proj ects 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 November 30, 2004, use the ren:).ainder ofthe 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 ofthe revised Project will not adversely affect the validity or tax-exempt status ofthe Bonds) regarding the amended Exhibit A, to provide for the fmancing 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 November 30, 2004. Borrower will provide the Trustee with a requisition in the form of the requisition attached hereto as Exhibit E for the expenditure ofthe 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 constmction 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, ofthe Bond Insurer and the Council and Borrower's Counsel fees), but not operating expenses. (3) Borrower understands that the actual Loan proceeds received by it are less than the sum ofthe face amount of the Loan Agreement plus the reoffering premium in an amount equal to a discOlmt 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 fimd 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 Bon-ower covenants that it will make no use ofthe proceeds of the Bonds which are in its control at any time dUling the telm 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 12 82 so, pennit 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) Project. All items constituting the Project are pennitted to be financed with the proceeds of the Bonds and the Loan pursuant to the Act. (j) Compliance with Interlocal Act and Interlocal Agreement. All agreements and transactions provided for herein or contemplated hereby are in full compliance with the tenns of the Interlocal Agreement and the Interlocal Act. SECTION 2.02. Cove,nants of Borrower. The Borrower makes the following covenants and representations as ofthe date first above written and such covenants shall continue in full force and effect during the Loan Tenn: (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 ofthe 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 hereinafter 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 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 ofthis 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 andlor 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 andlor payable solely from such Non-Ad Valorem Revenues will not exceed 20% of Governmental Fund Revenues (defined as general fund, special fund, debt service 13 83 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 Borrower's audited financial statements (average of actual receipts of the prior two years). For the purposes ofthese covenants maximum annual debt service means the lesser ofthe actual maximum annual debt service on all debt or 15% of the original par amount of the debt, in each case, secured by Bon-ower Non-Ad Valorem Revenues. (b) Delivery of Infonnation to the Bond Insurer. Bon-ower 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) Infonnation. Bon-ower's chief financial officer shall, at the reasonable request ofthe Bond Insurer, discuss Bon-ower's 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 Bon-ower shall execute and deliver to the Trustee all such documents and instruments and do all such other acts and things as may be reasonably necessary to enable the Trustee to exercise and enforce its rights under this Loan Agreement and to realize thereon, andrecord 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. (1) Keeping of Records and Books of Account. The Bon-ower shall keep or cause to be kept proper records and books of account, in which con-ect and complete entries will be made in accordance with generally accepted accounting principles, consistently applied (except for changes concun-ed in by the Borrower's independent auditors) reflecting all of its financial transactions. (g) Payment of Taxes, Etc. The Bon-ower shall pay all legally contracted obligations when due and 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. 14 84 (h) Compliance with Laws. Etc. Subject to an annual appropriation oflegally 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 hereofthat 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 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 and 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 repOlis required under Section 149(e) ofthe 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 lien 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 ofthe 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 15 85 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 ofthe 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 fudenture or the Bonds to the contrary, the Borrower shall never be obligated to maintain or continue any of the activities ofthe 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 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 fusurer 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. 16 86 ARTICLE III THE LOAN 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 $2,250,750.45 ($2,200,000 par amount of Bonds plus $50,750.45 reoffering premium). This amount includes a discount equal to 2.1579% which reflect the Borrower's share ofthe 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 discount are to be used by the Borrower for the purposes of financing or refinancing the cost of, or receiying reimbursement for the equity in, the Projects in accordance with the provisions ofthis 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. 17 87 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 pai,d 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 ofthe rebate obligations of the Council owed on the Bonds and agreed to by the Borrowers pursuant to Section S.03(b )(7) hereof) shall survive the termination ofthis Loan Agreement and the payment in full of principal and interest herelUlder. 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 ordinance and resolution 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 ofthe 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 Borrower's 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 AuthoI1zed Representative of the Borrower, in form and substance satisfactory to Bond Counsel, stating (i) the estimated dates and the amOlmts ofprojected 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 November 30,2004, 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 ( e) This executed Loan Agreement; 18 88 (1) 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 ofthe 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. 19 89 ARTICLE V LOAN REPAYMENTS SECTION 5.01. Payment of Basic Payments. Bon'ower 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 of: (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 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 April 20th and October 20th, or if such day is not a Business Day, the next preceding Business Day (a "Loan Repayment Date"), commencing April 20, 2002, and extending through October 20, 2031, 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. Therefore the Borrower hereby agrees to make deposits 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 ofthe COID1Cil or the Trustee, the following Additional Payments: (a) (i) Borrower's Proportionate Share of: the annual fees or expenses ofthe 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 ofIssuance Fund); the fees of the Program Administrator and the fees ofthe rating agencies (to the extent not previously paid from the Cost ofIssuance Fund); and (ii) Borrower's equal share ofthe annual fees of the Trustee; annual fees ofthe Registrar and Paying Agent; and the Surety Bond premium of the Surety Bond Provider and any related fees in cOlmection with the Surety Bond (to the extent not previously paid from the Cost of Issuance Fund). (b) All reasonable fees and expenses of the Councilor Trustee relating to this Loan Agreement, including, but not limited to: 20 90 (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 ofthe 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 Borrower's Loan, which obligation shall survive the termination of this Loan Agreement. (c) For deposit to the Reserve Fund held by the Trustee an amount equal to any amount drawn from the Surety Bond in the Reserve Fund due to the Borrower's 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 shan repay such amount drawn from the Reserve Fund due to the Borrower's failure to pay its Basic Payments with the first available funds after payment of the current Loan Repayment. The Borrower shall repay only the anlount drawn due to its failure to pay its Basic Payment. SECTION 5.04. Interest Earnings or Investment Losses and Excess Payments. (a) On each Interest Payment Date the Trustee shall credit against Borrowds 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 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 Petiod on the Funds and Accounts held under the Indenture. 21 91 (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. Ifpast-due Loan Repayments are later collected from such defaulting Bon'ower, 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 cun'ent 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 perfonn 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, tenninated, 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 heremlder, 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 Borrower shall never be responsible for any debt service on or fees relating to crossover refunding bonds which are covered by eamings 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 ofthe Borrower. 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. 22 92 ARTICLE VI DEFEASANCE This Loan Agreement shall continue to be obligatory and binding upon the Borrower in the performance ofthe 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 tmtil all of the indebtedness and all of the payments required to be made by the Borrower shall be fully paid to the Council or the Trustee. 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 any, to the Council for the benefit of the holders ofthe 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 ofthe Council in respect to which such Governmental Obligations, the principal and interest 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 redemption premi ums, if any, on the Outstanding Bonds, shall be considered "provision for payment." Nothing herein shall be deemed to require the Council to call any ofthe outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Council in detennining whether to exercise any such option for early redemption. If the Borrower shall make advance payments to the Council in an amount sufficient to retire the Loan of the BOlTower, including redemption premium and accrued interest to the next succeeding redemption date of the Bonds, all future obligations ofthe 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 35 days' notice by certified or registered mail to the Council. 23 93 ARTICLE VII 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 shall be entitled to act hereunder and thereunder in the place and stead ofthe 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. 24 94 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. Events of Default Defined. The following shall be "Events of Default II under this Loan Agreement and the terms "Event ofDefault" al1d "Default" shall mean (except where the context clearly indicates otherwise), whenever they are used in this Loan Agreement, anyone or more ofthe 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 ofthe 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, ifthe 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 ofthe 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; (t) 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 liquidatiol1law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; (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 25 95 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 Borrower is a party evidencing, securing or otherwise respecting any indebtedness of the BOlTower 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 ofthis Loan Agreement shall at any time for any reason cease to be valid and binding on Borrower, or shall be declared to be null and void, or the validity or enforceability of this Loan Agreement shall be contested by BOlTower or any governmental agency or authority, or if Borrower shall deny any further liability or obligation under this Loan Agreement; or G) Final judgment for the payment of money in the amount of $250,000 or more is rendered against 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) 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 levy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) 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 refelTed to in Section 8.0I(e), 8.01(£) and 8.01(g) is filed by or against the Bon'ower or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the passage oftime 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 refelTed 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 ofthe Indenture, and, without limitation, one or more ofthe following: (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 26 96 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 Counc.i1 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 VIII. SECTION 8.06. Application of Moneys. Any moneys collected by the Councilor the Trustee pursuant to Section 8.03 hereof shall be applied (a) first, to pay any attorney's fees or other expenses owed by 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). 27 97 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: Bond Insurer: Trustee: Florida Municipal Loan Council c/o Florida League of Cities ~O I South Bronough Street Tallahassee, Florida 32301 MBIA Insurance Corporation 113 King Street Armonk, New York 10504 First Union National Bank Corporate Trust Department 225 Water Street, 3rd Floor Jacksonville, Florida 32202 For purposes other than presentation of Bonds for transfer, exchange or payment: Borrower: First Union National Bank Corporate Trust Department 225 Water Street, 3rd Floor Jacksonville, Florida 32202 City of South Miami 6230 Sunset Drive Miami, Florida 33143 Attention: Finance Director Any ofthe 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. 28 98 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, 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 counterpart!?, 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 BOlTower and the Council, as set f01th 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 Councilor such other additional persons provided by law or by rules, regulations or resolutions ofthe 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 Councilor 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. 29 99 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 Council, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision or municipal corporation ofthe 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 here from, 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 time) on any day shan be deemed received on the following Business Day. [Remainder of page intentionally left blank] 30 100 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: " S-l FLORIDA MUNICIPAL LOAN COUNCIL By: ,,~~~ Name: Raul Martinez Title: Chainnan 101 (SEAL) ATTESTED BY: By:'~J+ Name: Ronetta Taylor Title: Clerk Approved as to form and correctness this _ day of November, 2001. By: 41 G. G~/+ Name: Earl Gallop Title: Attomey LOAN AGREEMENT S-2 CITY OF SOUTH MIAMI, FLORIDA By: c2:L ~ Name: Charlesb. Scurr Title: City Manager 102 EXHIBIT A CITY OF SOUTH MIAMI, FLORIDA USE OF LOAN PROCEEDS DESCRIPTION OF PROJECT TO BE ACQUIRED OR CONSTRUCTED PROJECT Construct improvements to a city park, construct road improvements and refund certain outstanding obligations A-I TOTAL AMOUNT TO BE FINANCED $2,200,000 103 EXHIBITB CERTIFIED ORDlNANCE OF THE BORROWER See Document No. VII.9( c) B-1 104 EXHIBITC OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] Florida Municipal Loan Council c/o League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 32301 Blyant, Miller and Olive, P.A. 101 East Kennedy Blvd., Suite 2100 Tampa, Florida 33602 Gentlemen: ____ ,2001 First Union National Bank 225 Water Street, 3rd Floor Jacksonville, Florida 32202 Bane of America Securities LLC 1640 Gulf-to-Bay Boulevard Clearwater, Florida 33755 We are counsel to [Name of Borrower] , Florida (the "BorrowerH ), 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 ofa certain Project (the "Project") as defined in, and as described in Exhibit A of, the Loan Agreement, dated as of November 15,2001 (the "Loan Agreement"), between the Council and the Borrower. In this COlllection, 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 [name of governing board] of the Borrower, the Loan Agreement, an Trust Indenture dated as of November 15,2001 (the "Indenture") between the Council and First Union National Bank, as trustee (the HTrustee") and Resolution No. adopted by the Borrower on ,2001 (the "Resolution"). Based on such review, and such other considerations of law and fact as we believe to be relevant, we are of the opinion that: (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws of the State ofFIOlida 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 adopt the Resolution and to consummate the transactions contemplated thereby and otherwise to carry on its activities and own its property. C-l 105 (b) The Borrower has duly authorized, executed and delivered the Resolution, 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 Reso lution, the Continuing Disclosure Agreement, the Bond Purchase Contract and the Loan Agreement, the consummation of the transactions contemplated thereby, the purchase or construction ofthe Project or the reimbursement for costs of the acquisition or construction 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 govemmental action, proceeding, inquiry or investigation pending or, to the best of our knowledge, threatened by govemmental 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, if 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 ofthe Project. 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 Federal1aws or the laws of the State ofFlodda. Very truly yours, C-2 106 EXHIBITD $2,200,000 Florida Municipal Loan Council, Series 2001A ',' South ,Miami' NET DEBT SERVICE SCHEDULE Date Principal . qoupon Interest .. Total P+I 5101lZ002 49,846.11 ,49,846.11 11/01/Z00Z' , 40,000.00 3;250% 54,050.00 94,050.00 5101lZ003 53,400.00 53,400.00 1110112003 35,000.00 3.250% 53,400.00 88,400.00 5101lZ004 52,831.25 52,831.25 1 JfOl/2004 35,000.00 4.000% 5Z,831.25 87,831.25 5101/2005 52,131.25 52,131.25 11/0112005 40,009.·00 4.500% 52,131.25 9Z,131.Z5 5101/2006 '. ' 51,231.25 . 51,231.25 11101/2006 40,000:00 4:500% 51,231.25 ,91,231.Z5 510112007 50,331.Z5 50,331.Z5 11/0'1/2007 40,000.00 4.500% 50,331.Z5 90,331.25 5/01/2008 49,431.25 49,431.Z5 11101/Z008 45,000.00 5.000% 49,431.25 94,431.25 5/0112009 48,306.25 48,306·25 11/0112009 45,000,00 '5.000% 48,306.25 .93,306.25 ..... 47,iS1.25 5/0112010 47,181.25 . IlI01i2010 50,000.00 5.000% 47,181.25 97,181.25 5/0112011 45,931.25 45,93}.25 11/0112011 50;~00.00 5.000% 45,931.25 95,931.25 5/0112012 44,681.25 44,6S1.25 1110112012 55,000.00 5.000% 44,681.25 99,681.25 5/0112013 43,306.25 43,306.25 11/0112013 55,000.00 5.250% 43,306.25 98,306.25 5/01/2014 41,862.50 41,862.50· 1110112014 60,000.00 5.250% 41,862.50 101,862.50 510112015 40,287.50 40,287.50 11101/2015 60,000.00 5.250% 40,287.50 100,287.50 5101/2016 38,712.50 38,712.50 llI0ll2016 65,000.00 5.250% 38,712.50 103,712.50 5/0l/2017 37,006.25 37,006.25 1110112017. 70,000:00 5.250% 37,006.25 107,006.25 5101/2018 35,168.75 35,168.75 1110112018 75,000.00. 5.250% 35,168.75 110,168.75 5/0112019 33,200.00 33,200.00 11/0112019 75,000.00 4.750% 33,200.00 108,200.00 5/01/2020 31,418.75 31,418.75 11101/2020 80,000.00 4.750% 31-,418;75 111,418·.75 5/01/2021 . : 29,518.75 29,518.75 11/0112021 85,000.00 4·750% 29,518.75 114,518.75 5/0i/2022-27,500.00 27,500.00 1110112022 -9'0,000:00 5.000% 27,500.00 117,500.00 5/0112023 25,250.00 25,250.00 1 J/OJ/2023 90,000.00 5.000% 25,250.00 115,250.00 5/01/2024 23,000.00 23,000.00 11iOl/2024 ' 95,000.00 5.000% 23,000.00 118,000.00 5/0112025 20,625.00 20,625.00 * Payment dates of April 20 and October 20 are the due dates for the Borrower Basic Payments. D-l 107 EXHIBITD Date· ... Principal Coupon Interest Total P+I 1'1101/2025 106,000.00 5.000% . ·20,625.00 120,625.00 5/0112026 ,18,125.00 18,125.00 1110112026 105,000.00 5.000% 18,125.00 123,125.00 5101/2027 15,500.00 15,500.00 11/01/2027 110,qOO.OO 5.000% 15,500.00 125,500.00 510112028 12,750.00 12,750.00 1110112028 120,000.00 5.000% 12,750.00 132,150.00 5101/2029 9,750.00 9,750.00 1110112029 125,000.00 5.000% 9,750.00 . 134,750.00 510112030 6,625.00 6,625.00 11I01l2030 130,000.00 5.000% 6,625.00 136,625.00 .5101/2031 '3,375.00 3,375.00 WOl1Z03} 135,000.00 ·5.000% . 3,375.00 1}8;3'75.00 Total 2,200,000.00 2,080,771.1 1 4,280,771.11 * Payment dates of April 20 and October 20 are the due dates for the Borrower Basic Payments D-2 108 EXHIBIT E TO LOAN AGREEMENT FORM OF REQUISITION CERTIFICATE TO: FIRST UNION NATIONAL BANK, AS TRUSTEE FROM: CITY OF SOUTH MIAMI, FLORIDA (THE "BORROWER") SUBJECT: LOAN AGREEMENT DATED AS OF THE 15TH DAY OF NOVEMBER, 2001 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 ofthe 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 ofthe Indenture. 4. After payment of monies hereby requested, to the know ledge of the undersigned, there will remain available to the Borrower sufficient funds to complete the Project substantially in ac<:;ordance with the plans. 5. The Borrower is not in default under the Loan Agreement and nothing has OCCUlTed that would prevent the performance of its obligations under the Loan Agreement. Executed this __ day of ______ " __ . J,\BONDS\2001\1118.03\Bo<mwers\SMiami\LA.wpd November 21, 2001 CITY OF SOUTH MIAMI, FLORIDA By: Name: ________________ __ Title: E-t 109 CLOSING DOCUMENT NO. VIL09(b) CERTIFICATE OF BORROWER We, the undersigned Mayor and City Clerk of the City of South Miami, Florida (the "Borrower"), hereby represent, warrant and covenant to the Florida Municipal Loan Council (the "Council") and MBIA Insurance Corporation (the "Bond Insurer") that: (1) The Bon'ower is duly organized and existing as a municipality under the laws of the State of Florida. (2) The Borrower has full right, power and authOlity to enter into and execute the Bond Purchase Contract, the Loan Agreement, the Continuing Disclosure Agreement, to approve those portions of the Official Statement applicable to the Borrower, the Trust Indenture and the Bonds, and to perform any acts required to be performed by the Borrower in such documents. (3) The statements and information relating to the Borrower in the Official Statement under the captions "THE BORROWERS", "PURPOSE OF THE BONDS", "LITIGATION", and "CONTINUING DISCLOSURE" and the information in Appendices A-T thereto relating to the Borrower and any other written statements furnished by the Borrower to the Council and the Bond Insurer are true and correct in all material respects, and do 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, either as of its date or the date hereof. (4) There is no fact known to the Borrower which the Borrower has not disclosed to the Council, the Bond Insurer and the Underwriter in writing which materially affects adversely or is likely to materially affect adversely the financial condition ofthe Borrower or its ability to make the payments under the Loan Agreement when and as the same become due and payable. (5) No matelial adverse change has occurred since the date of submission of the Bond Insurerts municipal bond insurance commitment on October 31, 2001 which would (A) affect the security or credit of, or the validity of, the Loan Agreement; (B) cause any of the documentation or infonnation previously submitted to the Bond Insurer by or on behalf of the Borrower to be untrue Of misleading, or (C) give cause to allow the Trustee the right not to make such Loan to the Borrower. (6) Except as described in the Official Statement, there is no action, suit, referendum, proceeding, inquiry or investigation at law or in equity or before or by any court, governmental agency, arbitrator, authority, public board or body pending or, to the knowledge of the Borrower threatened, against or affecting the Borrower wherein an unfavorable decision, ruling or finding would materially and adversely affect (i) the transactions contemplated in the Bond Purchase Contract 110 or in the Official Statement, (ii) the issuance or sale ofthe Bonds, (iii) the existence ofthe Borrower or the titles of its respective officers to their respective offices) (iv) the collection of revenues by the Borrower from which the Borrower is obligated to make payments under the Loan Agreement, (v) the financial condition of the Borrower, (vi) the federal tax-exempt status of the interest on the Bonds, (vii) the validity or enforceability of the Loan Agreement, the Continuing Disclosure Agreement, the Trust Indenture, the Bonds, or the Bond Purchase Contract, (viii) the power of the Borrower to execute, deliver or approve such documents, (viii) the business, properties, assets or financial condition of the Borrower or (ix) the ability of the Borrower to comply with its obligations under the Loan Agreement, the Continuing Disclosure Agreement, the Trust Indenture, the Bond Purchase Contract or the transactions contemplated by the Official Statement. (7) 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. All the property refinanced, whether directly or indirectly, by the Borrower with the proceeds of the Bonds is and will be owned by the Borrower. (8) All representatiQns and warranties contained in the Loan Agreement and in the Bond Purchase Contract dated November 8, 2001 of the Borrower are true, accurate and correct as of the date hereof. (9) The Borrower has not since December 31, 1975 been in default as to the payment of principal or interest on any obligation issued or guaranteed by it or on its behalf. (10) The Borrower has duly authodzed all necessary action to be taken by it for: (i) the issuance and sale of the Bonds by the Council upon the terms and conditions set forth in the Bond Purchase Contract, in the Official Statement and in the Trust Indenture; (ii) the approval of the Official Statement, the Bonds and the Trust Indenture; (iii) the execution and delivery ofthe Bond Purchase Contract, the Continuing Disclosure Agreement and the Loan Agreement; and (iv) any and all such other agreements and documents as may be required to be executed, delivered or received by the Borrower in order to carry out, effectuate and consummate the transactions contemplated therein. (11) As ofthe date hereof the Borrower is in compliance with all covenants contained in Section 2.02(a) of the Loan Agreement and is not in default under any provision of the Loan Agreement. (12) The audited financial statements and other financial information of the Borrower contained in the Official Statement present fairly the financial position ofthe Borrower as ofthe dates indicated and the results of its operations for the periods specified; the financial reports and statements have been prepared in confonnity with generally accepted accounting principles consistently applied in all material respects to the petiods involved, except as may otherwise be stated in the notes thereto; and there has been no matetial adverse change in the condition, financial or 2 111 otherwise, of the BOlrower from that date set forth in the audited financial statements, and the Borrower has not incurred any material liabilities since the date of the financial statements. (13) The proceeds of the Bonds loaned to the Borrower will not be used in any way that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (14) The execution and delivery of the Bond Purchase Contract, the Continuing Disclosure Agreement and the Loan Agreement and the other documents contemplated therein and in the Official Statement, the approval by the Borrower ofthe Bonds and the Trust Indenture, the application ofthe proceeds from the sale of the Bonds, together with certain other moneys and securities, for the purposes set forth in the Official Statement, and the compliance by the Borrower with the provisions hereof and thereof, under the circumstances contemplated therein, will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under either the Borrower's charter or· under any ordinance, resolution, indenture, mortgage, deed of trust, loan agreement, contract or any agreement or other instrument of the Borrower to which the Borrower is a party, or of any existing law, administrative regulation, court order or consent decree to which the Borrower or the Borrower's property is subject. (15) No default, event of default or event which, with the giving of notice or the passage oftime, or both, would constitute a default or an event of default under the Trust Indenture, the Loan Agreement or under any document executed by the Borrower relating to the Bonds, has occurred and is continuing. (16) The Borrower has not taken or omitted to take any action, and knows of no action that any other person has taken or omitted to take, which would cause the interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes, and covenants that it will not take any action or omit to take any action which could have such result. (17) The Borrower is not now, and as of the date of Closing will not be, in default with respect to any agreement to which the Borrower is a party which could have a material financial impact on the Borrower or which could matelially and adversely affect the ability of the Borrower to consummate the transactions contemplated by the Official Statement. (18) All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Contract. 3 112 Executed this 30th day of November, 2001. J:\llONDSUOO 1\4118.03\llorrowersISMianu\No.o7-09b. wpd 4 CITY OF SOUTH MIAMI, FLORIDA By:------"~~k~~~----'·~~~-=--·_·'_ Name: Julio Robaina Title: Mayor ~~~~~a~ Title: City Clerk 113 CLOSING DOCUMENT NO. Vn.9( c) CERTIFICATE OF CITY CLERK I HEREBY CERTIFY that: 1. I am the duly appointed and qualified City Clerk of the City of South Miami, Florida, and keeper of the records thereof, including the minutes of its proceedings; 2. The copy of the instrliment annexed hereto entitled: AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING TO IMPROVEMENTS AT MURRAY PARK, AMENDING ORDINANCE NUMBER 1-01-1732, AUTHORIZING THE NEGOTIATION OF A LOAN IN AN AGGREGATE AMOUNT NOT TO EXCEED $2,500,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE EXECUTION AND DELNERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE EXECUTION AND DELNERY OF A BOND PURCHASE AGREEMENT; APPROVING THE EXECUTION AND DELNERY OF A DISCLOSURE AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKING OF SUCH LOAN; AND PROVIDING AN EFFECTNE DATE. is a true, correct and compared copy of the original instrument on file and of record, adopted at a meeting held on April 10, 2001, which was duly convened in conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instrument hereinabove mentioned was duly proposed, considered and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of said instrument have been duly fulfilled, carded out and otherwise observed. DATED this 30th day of November, 2001. (SEAL) By:;f~Jvf City Clerk J:\BONbS1200 J \4118.03\Borrowers\sMiami\No-07 -09c. wpd 114 ORDINANCE NO. ~()1-1742 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY . OF SOUTH MlAMI, FLORlDA, RELATING TO IMPROVEMENTS AT MURRAY PARK, AMENDING ORDINANCE NUMBER 1~Ol-1732, AUTHORIZING THE NEGOTIATION OF A LOAN IN AN AGGREGATE AMOUNT NOT TO EXCEED $2,500,000 FROM TIffi FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING TIlE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNC1L; APPROVING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; ,APPROVfNG TIlE EXECUTION AND DELIVERY OF A DISCLOSURE AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH TIlE MAKING OF SUCH LOAN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on January 16,2001, the Mayor and City Commission approved an ordinance relating to the Multipurpose Center at Murray Park, authorizing the City Manager to negotiate a loan not to exceed $1,500,000; and WHEREAS, interest rates have continued to decline thereby increasing the amount the City of South Miami can leverage with South Miami Hospital's annual contribution of$150,OOO; and WHEREAS j participating governmental units (the "Members") have created the Florida Municipal Loan Council (the It Council ") pmsuant to a certain Inter-local Agreement and pursuant to Chapter 163, Part It Florida Statutes) fot 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 "Stateft); and WHEREAS, the City finds and declares that there is a substantial need for the fmancing or refinancing of qualifying projects permitted by Florida Statutes and the State Constitution; and . WHEREAS, the City possesses the ability to finance such projects on its own, but has det~rmmed 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 wou~d,prov!de for low cost financing or ref~cing of such projects through economies of scale, acimmlstratlve support and access to expertise lU accessing the capital markets; and WBEREAS~ it is anticipated that the benefits of a pooled financing by the City with a limited num~r of governmental W1its through the florida Municipal Loan Council may be obtained through promIse,S to repay loans under the pro~am and supported by a general covenant to budget and :~ropnate for such purpose, by a speclfic pledge of taxes or revenues or by a general 6bligation~ 115 WHEREAS, by pooling thjiJ respective financial needs of these certain variou: local governmental units, the City will be able to access additional mar~ets and e~pects to receIve ~e benefits of lower interest rates on more favorable tenns .. as50ciated With such a large scale financmg with such benefits being obtained for and inuring to the City; and WHEREAS the Council is in the process of issuing its Florida Municipal Loan Council Revenue ·Bonds~ S;ries 2001A (the IIBonds U) and is seeking to make loans (the f1Loans") to governmental units; and WHEREAS, it is hereby determined that a need exists to borrow fund~ to .finan~e ,the impleme:n:btion of the Mastel' Plan for Murra~ Park as previously approved by the City COlrumsslOn; and WHEREAS, it is determined to be in the best interest of the C~ty to borrow funds from the Council from the proceeds of the Bonds to fmance the cost of the ProJect. NOW THEREFORE, BE IT ORDAINED BY TIlE MA YOR AND CITY COMMISSION OF TBE CITY OF SOUTH MIAMI~ FLORIDA as follows: SECTION 1. AUTijORITY. This Ordinance is adopted pursuant to Chapter 166, Florida Statutes and other applicable provisions of law and amends Ordinance Number 1-01 w 1732. . SECTION 2. PROJECt. The refinancing and/or financing of the implementation of the master plan for the multi-purpose center is hereby approved. SECTION 3. NEGOTIATED LOM!. Due to the complicated nature of the financing and the ability of the Council to access additional markets and for the City 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 that the Loan to the City be made from the proceeds of the Bonds, as opposed to the City borrowing funds pursuant to a plJ.blic sale. SECTION 4. LOAN AMOUNT. The amount of the Loan of the City evidenced by the Loan Agreement shall not exceed $2,500,000. 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 tenus and conditions set forth in the Loan Agreement authorized pursuant to Section 5 hereof with such changes~ insertions and omissions as may be a.pproved by 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 City Manager is hereby authorized and directed to execute and deliver a Loan Agreement to evidence the Loan, to be entered into by and between the City and the Council. Further, the City Manager is hereby authorized and directed to execute and deliver a Continuing Disclosure Agreement concerning compliance with existing or proposed rules of the 2 116 Ord. No. 11-01-1742 , ' " ~ ....... ' . .,. Securities and Exchange Commission concerning continuing discl~~~e 'bY fue!tt~ "tr? be entered into by and between the Underwriter, the City and the Council." .~. . .-~ .:~ . .-:-' . " .... " .. .... SECTION 6. RATES. The City Manager is hereby: ~~oriz~ t~p.wve:me. i:Wal rates of interest on the Bonds, and the redemption provisions thereof, i~ any, (jn.be~f ~f.-~ aorrower. The City Mana.ger is hereby authorized and directed to exec~.~.~~~r:a.~~d.· Purchase Agreement, to be entered into by and between the Underwriter, ~~~?~·fl.w-\.\(?Uncil. . -..... <I"" SECTION·7. INDENTURE. The City hereby acknowledges and oonsents to the Bonds being issued pursuant to a Trust Indenture (the Indenture) to be egecuted by the Council and a bank or trust company to be se1.ected a$ Trustee, by the Council. SECTION 8. OTHER INSTRUMENTS. The City Manager is bereby 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 docmnents 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. AU action taken to date by the City Manager in furtherance of the issuance of the Bonds and the making of the Loan is hereby approved, confumed and :ratified. SECTION 9. APDITIONAL INFORMATION. The Loan Agreement shall not be executed and delivered unless and until the City has received all inforrnatjon required by S(!ctlon 218.385, Florida Statutes. SECTION 10. ADDITION:AL TERM~. Pursuant to subsequent resolution, the City may establish such additional terms as it may so determine to be in the best interests of the City. . S.ECTION 11. EFFECTIVE DATE. This Ordinance shall take effect immediately upon lts adoptIon. PASSED AND ADOPTED this .lOth, day of April ~ 2001. AP!~:~ MAYbtt READ AND APPROVED AS TO FORM: ~/66.:-J/~ '. CITY A ITORNEY 3 COMMISSION VOTE: Mayor Robaina: . Vice Mayor Feliu: Conmiss;oner Bethel: Commissioner Russell: Commissioner Wiscombe: Ord. No. 11-01-1742 5-0 Yea Yea Yea Yea Yea 117 City of South Miami 6130 Sunset Drive, South Miami, Florida 33143 Please reply to: 3225 Aviation Avenue, Third Floor Miami, Florida 33133 (305) 854-5353 (305) 854-5351 (fax) CLOSING DOCUMENT NO. VII.9(d) Florida Municipal Loan Council c/o League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 32301 Bryant, Miller and Olive, P.A. 101 East Kennedy Blvd., Suite 2100 Tampa, Florida 33602 MBIA Insurance Corporation 113 King Street Armonk, NY 10504 Gentlemen: November 30,2001 First Union National Bank 225 Water Street, 3rd Floor Jacksonville, Florida 32202 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 November 15, 2001 (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 Council of the Borrower, the Loan Agreement, a Trust Indenture dated as of November 15, 2001 (the "Indenture") between the Council and First Union National Bank, as trustee (the "Trustee"), Ordinance No. 11-01-1742 enacted by the Borrower on April 10, 2001 (the "Ordinance"), the· Continuing Disclosure Agreement dated November 30, 2001 between the Borrower and the Florida League of Cities, Inc., as dissemination agent (the "Continuing Disclosure Agreement") and the Bond Purchase "City of Pleasant Uving" 118 City Attorney's Letter of Opinion Florida Municipal Loan November 30, 2001 Page 2 of3 Closing Document No. VII.9( d) Contract dated November 8, 2001 (the "Bond Purchase Contract among the Council, the Borrower, the other "Borrowers" identified therein and Banc of America Securities LLC. Based on such review, and such other considerations of law and fact as we believe to be relevant, we are of the opinion that: . (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws 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, the Continuing Disclosure Agreement and the Bond Purchase Contract and to enact the Ordinance and to consummate the transactions contemplated thereby and otherwise to carryon 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, valid 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 construction thereof or the refinancing of the indebtedness to be refinanced with the proceeds of the loan and the fulfillment of or compliance with the tenns 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 BOlTower is not otherwise in violation of any of the foregoing in a manner matelial 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 Bon-ower 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, jf determined adversely to the Borrower, would individually or in the aggregate matelially and adversely affect the validity or the enforceability of the Loan Agreement. Office of the G'ity Attorney, City of South Miami, 6130 Sunset Drive, South Miami, Florida 33143 119 City Attorney's Letter of Opinion Florida Municipal Loan November 30, 2001 Page 3 of3 Closing Document No. VII.9(d) 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. EGG:daj Very truly yours, ~/6~ G.a//~ Earl G. Gallop City Attorney Office of the City Attorney, City of South Miami, 6130 Sunset Drive, South Miami, Florida 33143 120 TALLAHASSEE THE EXCHANGe BUll.DING 210 SOUTH MONROE STReET SUIl'E500 TALLAIIASSEE, FLOlUDA32301 TELEPHONE: (850) 222·8611 FACSIMlLE: (850) 222·8969 ATLANTA 430 MARGATE ATLANTA, GEORGIA 30328 TELEPHONE: (770) 399·7700 F ACSIMlLE: (770) 399·6462 l1A w «:»m<ClE§ BRYANT, MILLER AND OLIVE, P.A. NATIONSBANKPLAZA 101 EAST KENNEDY BLVD 1 SUITE2100 TAMPA, FLORIDA 33602 TELEPHONE: (813) 273·6677 FACSIMILE: (813) 223·2705 November 30, 2001 ORLANDO CENTURY PLAZA 135 WEsr CENTRAL BLVD Sur:rn 1230 ORLANDO, FLORIDA 32801 TELEPHONE: (407)426.7001 FACSlMlLE: (407) 426.7262 PLEASE REPLY To: TAMP A OFFICE CLOSING DOCUMENT NO. VII.9(e) City Commission City of South Miami Miami, Florida Florida Municipal Loan Council Tallahassee, Florida MBIA Insurance Corporation Annonk, New York First Union National Bank Jacksonville, Florida Re: $90,210,000 Florida Municipal Loan Council Revenue Bonds, Series 2001 A Ladies and Gentlemen: We have acted as bond counsel to Florida Municipal Loan Council (the "Council") in connection with the issuance by the Council of the referenced Bonds. This opinion is rendered pursuant to Section 4.03 of the Loan Agreement hereinafter described, and in connection therewith we have examined the following: 1. The Loan Agreement dated as of November 15, 2001, by and between the Council and the City of South Miami, Florida (the "BolTower") borrowing proceeds of the Bonds (the "Loan"), hereinafter called the "Loan Agreement"; 2. The Trust Indenture dated as of November 15,2001 (the "Indenture"), by and between the Council and First Union National Bank, as trustee (the "Trustee"); 121 3. Chapter 163, Pmi I, Florida Statutes; Chapter 159, Part I, Florida Statutes; Chapter 166, Pm IT, Florida Statutes; Chapter 125, Pm I, Florida Statutes, as amended (collectively hereinafter referred to as the "Act'); 4. Resolution of the Council adopted September 20,2001, approving the Loan Agreement (the "Resolution"); 5. A final judgment dated March 15, 1999, validating the Bonds, rendered by the Circuit Court of the Second Judicial Circuit of Florida in and for Leon County, Florida, and related proceedings; and 6. Such other documents and proceedings as we have deemed relevant. From such examination we are ofthe opinion that the financing, refinancing or reimbursement to the Borrower from Loan proceeds pursuant to the Loan Agreement is permitted under the Act, the Indenture and the Resolution and will not, by itself, cause 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. In rendering such opinion we have assumed compliance by the Borrower with certain provisions of the Loan Agreement and have relied upon opinions of counsel to the Borrower to the effect that such Loan Agreement constitutes a legal, valid and binding obligation of the Borrower. We have not in any manner passed on the validity or enforceability of the Loan Agreement. No one other than the addressees may rely on this opinion. Very tmly yours, BRYANT, MILLER AND OLIVE, P.A. " ~~ (lItJlD,..-.. ~ OftV< ) tit. J:IBONDS\200 I 14118.03IBorrowcrsISMiamiINo·07.09c. wpd 122 Form 8038 .. 6 Information Return for TaxwExempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) OMS No. 1545·0720 (Rev. November 2000) Deportment of the Treasury Internal Revenue Service ... See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. Issuer's name City of South Miami, Florida 2 Issuer's employer identirication number 59: 6000431 3 Number and . (or P.O. box if mail is not delivered to street address) 6130 Sunset Drive 5 City, town, or post office, state; and ZIP code Miami, Florida 33143 7 Name of issue Florida Municipal Loan Council Revenue Bonds, Series 200iA 9 or legal representative whom the IRS may call for more information Counsel 11 0 Education 12 0 Health and hospital 13 D Transportation . • 14 0 Public safety. . • 15 0 Environment (including sewage bonds) . 16 0 Housing • . . • . . . . . . . 17 D Utilities . • . . . • • . • • . • I!2l Other. Describe ~ Capital Improvements obliqatiorls are TANs or RANs, check box ~ are in the form of a lease in,,·t<>lr.mOin~ Proceeds used for accrued interest . . • • . . • • . . • . Issue price of entire issue (enter amount from line 21, column (b)). • 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement. . . . • • . • • • 26 Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues . . Total (add lines 24 through 28) . N 31 Enter the remaining weighted average maturity of the bonds to be currently refunded 32 Enter the remaining weighted average maturity of tile bonds to be advance refunded 33 Enter tile last date on which the refunded bonds will be called. . . . . . . • 34 Enter the date{s) the refunded bonds were issued ~ 1:F.THlfJl Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) .. ~ .. ~ .~ . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed Investment contract ~ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 4 Report number 3 02 6 Date of issue November 30, 2001 8 CUSIP number 342815GV3 .5 years N/A years NIA June 21, 2001 35 N/A 36a -0- ~ 37a ·0· b If this issue is ? loan n:a~e from the proc~eds of another tax·exempt issue, check box ~ 0 and enter the name of the issuer ~ FlOrida MUniCipal Loan CounCil and the date of the issue ~ November 30, 2001 38 If the issuer has designated the issue under section 265(b)(3)(8)(i){1I1) (small issuer exception), check box .... ~ 0 39 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ~ 0 40 If the issuer has identified a hed e, check box . . . . . . . . . . • . . . . . . . . . . . . . ~ 0 Sign Here Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true. correct, and complete. ~ Signature {!1,.1 alive Date o ( ~ Hakeem Oshikoya, Finance Director r Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev. 11-2000) * 123 CLOSING DOCUMENT NO. VII.9(g) CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated as of November 30, 2001 (the "Continuing Disclosure Agreement") is executed and delivered by the City of South Miami, Florida, a Florida municipal corporation ("Borrower"), and by Florida League of Cities, Inc., a Florida corporation not-for-profit, as Dissemination Agent (the IlDissemination 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 Annual Financial Information and notice of the OCCUlTence of certain events with respect to the Bonds, as provided in paragraph (b)(5)(i)(C) of the Rule, and othelwise 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 ofthe Borrower in accordance with paragraph (b)(5)(i)(A) ofthe Rule and Sectio~ 4 hereof, which contains Annual 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 paragraph (b)(5)(i)(B) of the Rule and Section 4 hereof as soon as practicable after they shall have been approved by the Govenung Body, (iii) to provide notice in a timely manner, in accordance with paragraph (b)(5)(i)(C) of the Rule and Section 6 hereof, ofthe occurrence of any of the Listed Events related to the Borrower and (iv) to provide notice in a timely manner, in accordance with paragraph (b )( 5)(i)(D) ofthe Rule and Section 4( e) hereof, of any failure to disseminate an Annual Report in accordance with the preceding clause (i) of this sentence. SECTION 2. Definitions. In addition to the definitions set forth above and in the herein- defined Indenture, whlch shall apply to any capitalized terms used herein~ the following capitalized terms shall have the following meanings, unless otherwise defined therein: If Annual Financial Information" shall have the meaning ascribed thereto in paragraph (f)(9) of the Rule. "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, ifby 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 Dissemination Agent in accordance with Section 4 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 ifthe Audited Financial Statements shall not have been approved by the Govenling 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 Disclosm-e Certificate to the Dissemination Agent pursuant to Section 5(b) hereof, contains (in the case ofthe Annual Report disseminated on or immediately after the date such Continuing 124 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 BOlTower 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 RepOlt 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. The Audited Financial Statements shall be prepared in accordance with generally accepted accounting principles on a comparative basis for the two Fiscal Years immediately preceding the date of the Annual Report. "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 maybe modified by an interpretation of the SEC of paragraph (b)(5) of the Rule. "Bonds" means the $90,210,000 Florida Municipal Loan Council Revenue Bonds, Series 200lA. "Continuing Disclosure Agreement" means 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 Bon"ower 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. 2 125 "Final Official Statement" means the Final Official Statement (as defined in paragraph (f)(3) of the Rule) 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 CeIiificate 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 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 Almual 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 as of November 15, 2001 by and between the Florida Municipal Loan Council, as Issuer, and First Union National Bank, as Trustee. "Insurer" means MBIA Insurance Corporation. "Issuer" means Florida Municipal Loan Council. "Loan Agreement" means the Loan Agreement dated as of November 15,2001 between the Issuer and the Borrower. "Listed Events" means any ofthe events which are listed in paragraph (b)(5)(i)(C) ofthe Rule as in effect on the date hereof and which are set f01th 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" shall have the meaning ascribed thereto in paragraph (a) of the Rule. "Operating Data" means operating data of the types identified in the Continuing Disclosure Certificate most recently delivered by the Bon-ower 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 Almual Report containing such Operating Data. "Participating Underwriter" means Bane of America Securities LLC. 3 126 "Rating Agencies" means Fitch, Inc. and Standard & Poor's. "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. "SEC" means the Securities and Exchange Commission. "SID" means, as ofthe 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 First Union National Bank, 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 perfonn 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 acknowledges that the Borrower is obligated to comply with paragraph (b)(5)(i) of the Rule in connection with the issuance of the Bonds 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 paragraph (b)(5)(i) of the Rule. SECTION 4. Annual Financial Information. (a) The Annual 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 4 127 Bon'ower 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, ifreceived separately in accordance with Section 4(b) hereof, the Annual Financial Statements, to each 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 confim1ation 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 InfOlmation 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 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 5 128 delivery of (i) an amendment or interpretation of the Rule by the SEC, (ii) an adjudication ofthe 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; (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 ofthe Bonds; (vii) modifications to the rights of the holders ofthe Bonds; (viii) optional, contingent or unscheduled redemption calls; (ix) defeasances; (x) release, satisfaction or sale ofpropelty securing repayment ofthe 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, 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. 6 129 (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) Ifthe Borrower determines that the OCCU1Tence 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. ( e) If the BOlTower 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 wri tten request. (g) Notwithstanding the foregoing, whenever the Bon'ower 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 confinnation 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 ofthe OCCUl1'ence 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 hereofmay 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 7 130 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 ofthe 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 ofthe Rule by a final decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery ofthis Continuing 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. Assignment. 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 ofliability that the Borrower may be entitled to pursuant to the Doctrine of Sovereign Immunity or Section 768.28, Florida Statutes. 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 liability to the Bondholders or any other person with respect to the undertakings described in Section 1 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 detennining 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 Bon-ower assumes no obligations hereunder other than those specifically assmned by the Borrower herein. 8 131 SECTION 12. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement shall tenninate at such time as the Loan Agreement tenninates. 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 Undelwdter 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 be 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. 9 132 IN WITNESS WHEREOF, the Borrower and the Dissemination Agent have caused this Continuing Disclosure Agreement to be executed and delivered as of the date first written above. CITY OF SOUTH MIAlvII, FLORIDA, as Borrower By: Julio Robaina Its: Mayor S-l 133 IN WITNESS WHEREOF, the BOlTower and the Dissemination Agent have caused this Continuing Disclosure Agreement to be executed and delivered as of the date first written above. CITY OF SOUTH MIAMI, FLORIDA, as Borrower By: Julio Robaina Its: Mayor S-l 134 CONTINUING DISCLOSURE AGREEMENT S-2 135 EXHIBIT A Form of Annual Report Certificate The undersigned duly appointed and acting of , a Florida municipal corporation, as Borrower under the Continuing Disclosure Agreement (hereinafter described) (the "Borrower"), hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of November 30,2001 (the "Continuing Disclosure Agreementlt ) executed and delivered by the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the ItDissemination Agenf'), as follows: 1. 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 ofthe Master Continuing Disclosure Agreement. To the extent any such Financial Infonnation 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 MSRB. Such Financial Information and Operating Data have been prepared on the basis of the [AuditedlUnaudited) 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 Goveming 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 Goveming Body.] A-I 136 IN WITNESS WHEREOF, 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 ,200_. Acknowledgment of Receipt: Florida League of Cities, Inc., as Dissemination Agent By: _____________ _ Its: ----------------------- City of South Miami, Florida, as Borrower By: _____________ _ Its: -------------------------- 137 EXHIBITB Form of Section 5(a) Continuing Disclosure Certificate Florida League of Cities, Inc. Tallahassee, Florida First Union National Bank Jacksonville, Florida Bane of America Securities LLC Clearwater, Florida Florida Municipal Loan Council Tallahassee, Florida The undersigned duly appointed and acting Mayor of the City of South Miami, Florida (the "Borrower") hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of November 30,2001 (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: 1. 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) ofthe Continuing Disclosure Agreement. 3. Written Undertaking. On behalf of the Borrower, the Borrower hereby designates the Continuing Disclosure Agreement to be the written undertaking under paragraph (b)(5) of the Rule with respect to the $90,210,000 Florida Municipal Loan Council Revenue Bonds, Series 2001A. 4. Financial Infonnation and Operating Data 11lcluded 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 -NONE (b) Operating Data -NONE 5. Annual Report. 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 ofthe Continuing Disclosure Agreement, the Financial Infonnation and Operating Data of B-1 138 the types identified in paragraph 4 ofthis certificate shall be included in the Annual Reports delivered by the Dissemination Agent pursuant to Section 4 of the Continuing Disclosure Agreement. IN WITNESS WHEREOF, the undersigned has executed and delivered this Continuing Disclosure Certificate to the Dissemination Agent, which has received the same, all as ofthe 30th day of November, 2001. City of South Miami, Florida, as Borrower ~/.~~,.:/ By: ~ .tf::~~ Its: Mayor Acknowledgment of Receipt: B-2 139 $90,210,000 Florida Municipal Loan Council Revenue Bonds, Series 2001A $2,200,000 City of South Miami, Florida Loan TAX CERTIFICATE AS TO ARBITRAGE AND THE PROVISIONS OF SECTIONS 141-150 OF THE JNTERNAL REVENUE CODE OF 1986, AS AMENDED The undersigned, Raul Martinez, Chairman of the Florida Municipal Loan Council (the tlCouncil"), and Hakeem Oshikoya, Finance Director for the City of South Miami, Florida (the "City") . make and enter into the following Tax Certificate as to Arbitrage and the Provisions of Sections 141- 150 ofthe Internal Revenue Code of 1986, as amended (the "Code") and the Income Tax Regulations thereunder (the "Regulations") with respect to the Council's $90,210,000 Revenue Bonds, Series 200lA (the "Series 2001A Bonds") and the loan of$2,200,000 of the proceeds of the Series 200lA Bonds to the City (the "City of South Miami Loan"). The Council and the City understand that the opinion of Bond Counsel regarding the exclusion ofinterest on the Series 200lA Bonds from gross income under Section 1 03 (a) and Section 141-150 of the Code is rendered in reliance upon the representations and statements of fact and expectations contained herein and assumes the Council's arid the City's continued compliance with the provisions of this Certificate: 1. The Series 200lA Bonds are being issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 163, Part I, Florida Statutes, and other applicable provisions oflaw, and a Trust Indenture, dated as of November 15, 2001 (the "Indenture"), by· and between the Council and First Union National Bank, as bond trustee (the "Trustee"). The City of South Miami Loan is being issued by the City under the terms of a Loan Agreement, dated as of November 15, 2001 (the "Loan Agreementtl ), pursuant to which the proceeds of a portion of the Series 2001A Bonds (the "City of South Miami Portion") will be loaned to the City for the following purposes: (a) to finance the acquisition and construction of recreation and road improvements owned by the City (collectively, the "Project"); (b) to refinance the outstanding amount of a loan to the City from Bank of America, N.A., dated June 21,2001 (the "Existing Loan"); (c) to pay the costs of issuing the Series 2001A Bonds which are allocable to the City of South Miami Portion (the "Issuance Expenses"); 140 (d) to pay the pOliion of the premium to MBIA Insurance Corporation ("MBIA") for insuring the Series 200lA Bonds which is allocable to the City of South Miami Portion; and (e) to pay a portion of the premium to MBIA for issuing its surety bond (the "Reserve PolicyTf) to be deposited in the Reserve Flmd to satisfY the Reserve Requirement for the Series 200lA Bonds. Unless otherwise specifically defined, all capitalized terms used in this Certificate shall have the meanings as those set forth in the Indenture or the Loan Agreement. 2. On the date hereof all of the Sale Proceeds of the Series 200lA Bonds will be used to acquire loan obligations of certain governmental units, including the City of South Miami Loan, the interest on which is excluded from gross income under Section 103(a) of the Code (the "Tax~ Exempt Loans"). As provided in Section 1. 148-9(h) ofthe Regulations, for certain purposes ofthis Certificate, the portions of the Series 200lA Bonds issued to finance the acquisition of each Tax~ Exempt Loan, including the City of South Miami Loan, shall be treated as separate issues of bonds. An allocation ofthe Series 200lA Bonds and the proceeds thereof among the City of South Miami Portion and the portions of the Series 200lA Bonds allocated to the other Tax-Exempt Loans is set· forth in the Schedules attached as Exhibit A hereto. 3. For certain purposes of this Celiificate, the pOliion of the City of South Miami Loan used to repay the Existing Loan (the "Refunding Portion") and the portion used to finance the costs of the Project (the "New Money Portion") shall be treated as separate issues of obligations. The Existing Loan will be retired with proceeds of the Refunding Portion on the date of issuance of the City of South Miami Loan. The proceeds of the Existing Loan were used to acquire land for a portion of the Project. As of the date of issuance of the City of South Miami Loan, there are no unspent proceeds of the Existing Loan. 4. On the basis ofthe facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the City of South Miami Portion, the City of South Miami Loan, and the use of the proceeds thereof: (a) The Sale Proceeds of the City of South Miami POliion in the amount of $2,250,750.45 (representing $2,200,000 principal amount of the City of South Miami Portion, plus net original issue premium of$50,750.45) will be used by the Council to fund the acquisition ofthe City of South Miami Loan in the principal amount of $2,200,000. In addition, Accrued Interest on the City of South Miami Portion in the amount of $4,504.17 will be deposited in the Revenue Fund and used to pay a portion of the interest due on the City of South Miami Portion on May 1, 2002. (b) Proceeds of the City of South Miami Loan in the amount of $2,250,750.45 (the "Loan Proceeds") are expected to be needed and fully expended as follows: 2 141 (i) $20,190.01 of said proceeds will be used to pay Issuance Expenses (including Underwriters' Discount) allocable to the City of South Miami Portion; (ii) $17,129.43 of said proceeds will be paid on the date hereof to MBIA as the Bond Insurance premium allocable to the City of South Miami Portion; (iii) $11,250.00 of said proceeds will be paid on the date hereof to MBIA as the City's share ofthe premium for the Reserve Policy; (iv) $607,008.00 of said proceeds will be transferred on the date hereofto Bank of America, N.A. to retire the Existing Loan; and (v) $1,595,173.01 of said proceeds will be deposited in the Project Loan Fund and expended, together with the investment earnings thereon, to pay Project costs. (c) The total proceeds received by the City from the issuance of the City of South Miami Loan, together with anticipated earnings thereon, do not exceed the total of the amounts necessary for the purposes described above. (d) The City does not expect to sell or otherwise dispose of any property comprising a part ofthe Project financed with the proceeds ofthe City of South Miami Loan prior to its final maturity date. 5. Binding contracts or commitments obligating the expenditure of not less than five percent ofthe proceeds of the New Money Portion toward the cost of the Project will be entered into by the City within six months from the date hereof Work on the acquisition and construction of the Project and the allocation of the proceeds bfthe New Money Portion to the costs of the Project will proceed with due diligence. It is expected that the Project will be completed and at least 85 percent of the proceeds of the New Money Portion will be allocated to Project expenditures within three years of the date hereof. 6. Not more than 50 percent of the proceeds of the New Money Portion will be invested in obligations having a substantially guaranteed yield for 4 years or more. On the date issuance of the Existing Loan, the City reasonably expected that at least 85% of the proceeds of the Existing Loan would be expended within 3 years of the date of issuance of such obligation. In addition, not more than 50% of the proceeds of the Existing Loan were invested in obligations having a substantially guaranteed yield for four years or more 7. The Indenture establishes a Reserve Fund for the Series 2001A Bonds which is required to be funded in an amount equal to the Reserve Requirement. The Reserve Requirement is equal to 5 percent of the stated principal amount of the Series 2001A Bonds. The Reserve Requirement does not exceed the lesser of(l) maximum annual debt service on the Series 2001A Bonds, (2) 125% of average annual debt service on the Series 2001A Bonds, and (3) 10 percent of 3 142 the principal amount ofthe Series 200lA Bonds. The Council will satisfy the Reserve Requirement through the issuance of the Reserve Policy by MBIA. Amounts on deposit in the Reserve Fund (including amounts drawn on the Reserve Policy) shall be applied to cure any deficiency in the Revenue Fund. Bane of America Securities LLC (the "Underwriter") has advised the Council in a letter attached as Exhibit B hereto that the funding ofthe Reserve Fund in the amount ofthe Reserve Requirement is a vital factor in marketing the Series 2001A Bonds at an interest rate comparable to other bond issues of a similar type, and was a requirement for securing Bond Insurance for the Series 2001A Bonds. 8. The Principal Fund and the Revenue Fund will be used primarily to achieve a proper matching ofthe revenues ofthe, Council (in the fonn of Loan Repayments) and the debt service on the Series 2001A Bonds within each bond year) and amounts deposited in such funds will be depleted at least once a year except for a reasonable carryover amount not to exceed the greater of (A) the earnings on such funds for the immediately preceding Bond Year, or (B) 1112 of the debt service on the Series 2001A Bonds for the immediately preceding Bond Year. 9. Other than the Principal Fund and the Revenue Fund, there are no other funds or accounts of the Council or the City established pursuant to the fudenture, the Loan Agreement or otherwise that are reasonably expected to be used to pay debt service on the City of South Miami Loan or the City of South Miami Portion, or which are pledged as collateral (or subject to a negative pledge) for the City of South Miami Loan or the City of South Miami Portion and for which there is a reasonable assurance on the part of the bondholders or MBIA that amounts therein would be available to pay debt service on the City of South Miami Loan or the City of South Miami Portion if the Council or the City encounters financial difficulties. 10. Pursuant to the tenus of the Loan Agreement, the City agrees to make payments to the Trustee in amounts sufficient to pay the principal of, premium, if any, and interest on the City of South Miami Portion, as well as ongoing administrative costs allocable to the City of South Miami Portion. 11. Except for preliminary expenditures, such as architectural, engineering, surveying, soil testing and similar costs incurred for the Project, no Loan Proceeds ofthe New Money Portion will be used to reimburse the City for any costs paid by the City prior to the date which is 60 days prior to the date of issuance of the City of South Miami Loan. 12. The following represents the expectations ofthe Council and the City with respect to the investment of the Loan Proceeds and other amounts on deposit in the aforementioned funds and accounts: (a) Loan Proceeds to be applied to pay Issuance Expenses allocable to the City of South Miami Portion may be invested at an unrestricted yield for a period not to exceed 13 months from the date hereof. 4 143 (b) Loan Proceeds deposited in the Project Loan Fund to pay Project costs may be invested at an unrestdcted yield for a pedod not to exceed three years from the date hereof. (c) Investment earnings on obligations described in subparagraph (b) may be invested at an unrestricted yield for a period of three years from the date hereof or one year from the date of receipt, whichever pedod is longer. Investment earnings on obligations descdbed in subparagraph (a) may be invested at an unrestricted yield for a period of one year from the date of receipt. It is expected that all such investment earnings will be expended within such periods of unrestdcted investment. (d) Amounts described in subparagraphs ( a) through ( c) that may not be invested pursuant at an unrestricted yield pursuant to such subparagraphs shall be invested at a yield not in excess of the yield on the City of South Miami Portion plus 118 of one percentage point. (e) Amounts deposited in the Principal Fund and the Revenue Fund (including Accrued Interest) allocable to the City of South Miami Portion may be invested at an unrestricted yield for a period of 13 months from the date of deposit of such amounts, Earnings on such amounts which are retained in the Revenue Fund or Principal Fund may be invested at an unrestricted yield for a period not exceeding 13 months from the date of receipt of the amount earned. (f) Amounts descdbed in subparagraph (e) not invested at an unrestricted yield pursuant to such subparagraph shall be invested at a yield not in excess of the yield on the City of South Miami Portion or invested in tax-exempt obligations under Section 103(a) of the Code the interest on which is not an item of tax preference within the meaning of Section 57(a)(5) of the Code. 13. For purposes of this Certificate, "yieldH means that yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amount equal to the purchase price of such obligation. As required by Section 1.148- 4( a) ofthe Regulations, the yield ofthe City of South Miami Loan shall be equal to the yield of the City of South Miami Portion. The $28,379.43 paid as premiums for the Bond Insurance and the Reserve Policy allocated to the City of South Miami Portion was treated as additional interest paid on the City of South Miami Portion in computing the yield. The yields on obligations acquired with amounts described in Paragraph 12 and the yield of the City of South Miami Portion are calculated by the use of the same frequency interval of compounding interest. For purposes of calculating the yield of the City of South Miami Portion, the purchase price is the initial offering price to the public (excluding bond houses, brokers, and other intermediaries) at which price at least 10% of each maturity of such bonds was sold. The initial offering price for the City of South Miami Portion is, in the aggregate, $2,250,750.45 plus Accrued Interest, based upon celiain representations made in a letter from the Underwriter attached as Exhibit B hereto. Any investments acquired with amounts 5 144 which may not be invested at an unrestricted yield pursuant to Paragraph 12 hereof shall be purchased at prevailing market prices and shall be limited to securities for which there is an established market or shall be invested in tax-exempt obligations under Section 103 (a) of the Code the interest on which is not an item of tax preference within the meaning of Section 57(a)(5) of the Code. In accordance with such meaning of the term tlyield1!, the yield of the City of South Miami Portion has been determined by the Underwriter to be not less than 4.8906256%. 14. The present value of the $28,379.43 paid as premiums for the Bond Insurance and the Reserve Policy allocable to the City of South Miami Portion is less than the present value of the interest reasonably expected to be saved as a result of the insurance, as represented to the Council in a letter from the Underwrite~ attached as Exhibit B hereto. In addition, MBIA has made certain representations with respect to the BondJnsurance and Reserve Policy in a letter attached as Exhibit C hereto. 15. No portion of the Loan Proceeds will be used as a substitute for other funds of the City which were otherwise to be used to acquire or construct the Project and which will be used to acquire, directly or indirectly, securities producing a yield in excess of the yield of the City of South Mian1i Portion. 16. The weighted average maturity of the City of South Miami Loan, computed by the Underwriter to be 18.686 years, does not exceed 120 percent of the reasonably expected average economic life of the Project (within the meaning of Section 147(b) of the Code). 17. Neither the City nor the Council (or any person related to the City or the Council) has entered or is expected to enter into any hedging transaction (such as an interest rate swap, cap or collar transaction) with respect to the City of South Miami Loan or the City of So·uth Miami Portion. 18. There are no other obligations of the City which (A) are being sold at substantially the same time as the City of South Miami Loan (within 15 days), (B) sold pursuant to a common plan offmancing together with the City of South Miami Loan, and (C) will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the City of South Miami Loan. 19. Neither the City nor the Council is aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Undelwriter in its letter attached as Exhibit B hereto or the representations made by MBIA in its letter attached as Exhibit C hereto, or of the accuracy of the computations performed by the Underwriter reflected in the Schedules attached as Exhibit A hereto. 20. The Council and the City hereby covenant that so long as the Series 2001A Bonds remain outstanding, the moneys on deposit in any fund or account maintained in connection with the City of South Miami Loan or the City of South Miami Portion will not be used in any manner that 6 145 would cause the Series 2001A Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or bonds not described under Section 103(a) ofthe Code and the applicable regulations promulgated from time to time thereunder. The City represents that (i) the aggregate face amount of all currently outstanding tax -exempt obligations (other than "private activity bonds tl as defined in Section 141(a) of the Code) issued by the City (or by any subordinate entities or other entities that issue debt "on behalf of" the City) during 2001 does not exceed $5,000,000; and (ii) the City does not plan and has no reasonable expectation that it will issue in excess of $5,000,000 oftax-exempt debt (other than "private activity bonds" as defined in Section 14(a) of the Code) during 2001. As a result, the New Money Portion of the South Miami Loan is not subject to the arbitrage rebate requirement of Section 148(f) ofthe Code. See Exhibit D attached hereto. 21. None of the proceeds of the City of South Miami Loan will be used (directly or indirectly) to acquire any "nongovernmental output property" as defined in Section 141(d) of the Code or to make or finance loans to persons other than Governmental Units. 22. No portion ofthe proceeds ofthe City of South Miami Loan will be used to finance "output facilities" (as that tenn is used in Section 141 (b) (4) of the Code). 23. Not more than 10% of the proceeds ofthe City of South Miami Loan will be used (directly or indirectly) in a trade or business (or to finance facilities which are used in a trade or business) cani.ed on by any person other than a state or local governmental unit. Not more than 5% of the proceeds of the City of South Miami Loan will be used (directly or indirectly) in trade or business (or to finance facilities which are used in a trade or business) carried on by any person other than a state or local governmental unit which private business use is not related to any governmental use or is disproportionate to governmental use, all as described in Section 141 (b )(3) of the Code ("Unrelated or Disproportional Usetl ). For the purpose of this Paragraph, use by a nongovernmental person as a member ofthe general public shall not be taken into account. 24. Paragraph 23 shall apply only if the payment of 10% or more (5% or more in the case of Unrelated or Disproportional Use) ofthe principal of or interest on the City of South Miami Loan is (under the tenns of such Loan or any underlying arrangement) directly or indirectly secured by any interest in property used or to be used for a private business use or in payments in respect of such property or "derived from payments whether or not to the City in respect of property or borrowed money used or to be used for a pli.vate business use. 25. The City reasonably expects that the Project will be owned and operated throughout the tenn of the City of South Miami Loan in a manner which complies with the requirements set forth in Paragraph 23 above. The City will not change the ownership or use of all or any portion of the Project in a manner that fails to comply with Paragraph 23 above, unless the it receives an opinion of Bond Counsel that such change of ownership or use will not adversely affect the exclusion of interest on the Series 2001A Bonds from gross income for federal income tax purposes. 7 146 26. The payment of the principal of and interest on the City of South Miami Loan is not and will not be guaranteed directly or indirectly by the federal government within the meaning of Section 149(b) of the Code. 27. This Certificate is, in part, to serve as a guideline in implementing the requirements of Sections 141 to 150 of the Code. If regulations, rulings, announcements and notices validly promulgated lU1der the Code contain requirements which differ from those outlined here which must be satisfied for the City of South Miami Loan and the Series 2001A Bonds to be tax-exempt or in order to avoid the imposition of penalties under Section 148 ofthe Code, pursuant to the covenants contained in the Indenture and the Loan Agreement, the Council and the City are obligated to take such steps as are necessary to. comply with such requirements. If under those pronouncements, compliance with any of the requirements of this Certificate is not necessary to maintain the exclusion of interest on the City of South Miami Loan and the Series 2001A Bonds fi'om gross income and alternative minimum taxable income (except to the extent of certain adjustments applicable to corporations) or to avoid the imposition of penalties on the Councilor the City under Section 148 of the Code, the Council and the City shall not be obligated to comply with that requirement. The Council and the City have been advised to seek the advice of competent counsel with a nationally recognized expertise in matters affecting exclusion ofinterest on municipal bonds from gross income in fulfilling its obligations under the Code to take all steps as are necessary to maintain the tax-exempt status ofthe City of South Miami Loan and the Series 2001A Bonds. 28. To the best of our knowledge, information and belief, the above expectations are reasonable. [Remainder of page intentionally left blank] 8 147 TAX CERTJFICATE IN WITNESS WHEREOF, we have hereunto set our hands on this 30th day of November, 2001. FLORIDA MUNIClP AL LOAN COUNCIL By: ~':""\ Chairman S-l 148 TAX CERTIFICATE CITY OF SOUTH MIAMI, FLORIDA BY:--F-'i~~ato-nC-~-D-i-re-~-to-r--7-:71lF-------- S-2 149 EXHIBIT A [ATTACH SCHEDULES] A-3 150 .., $2,200,000 Florida .Municipal Loan Council, Series 2001A South Miami SOURCES & USES Dated 11115/2001 Delivered 11/30/2001 SOURCES OF FUNDS Par Amount of Bonds ............. , .......................................................... $2,200,000.00 Reoffering Premium.......................................................................... 50,750.45 Accrued Interest from 11/15/2001 to 11/30/2001............................. 4,504.17 TOTAL SOURCES ......................................................... ,................. $2,255,254.62 USES OF FUNDS Total Underwriter's Discount (0.633%) .......................................... .. Costs of Issuance ........................................ , ..................................... . Gross Bond Insurance Premium (40.0 bp) ..................................... .. Surety Bond Fee ................ , ..................................................... , ........ . Deposit to Debt Service Fund .......................................................... . Deposit to Project Construction Fund ............................................. .. Rounding Amount ............................................................................ . 13,922.10 6,267.91 17,129.43 11,250.00 4,504.17 2,200,000.00 2,181.01 TOTAL USES ............................................................. , ....... , .. , ....... ,.. $2,255,254.62 -- Bane of America Securities LLC Florida Public Finance File = Master File 1.sf-Series 2001A Aggregate 11/7/2001 2:34 PM Page I 151 f-> U1 N REPORT $90,210,000 Florida Municipal Loan Council, Series 2001A Aggregate Debt SerVice TABLE OF CONTENTS TOTAL ISSUE SOURCES AND USES ............................................................ . DEBT SERVICE SCHEDULE............................................................................ 4 PRICING SUMMARy........................................................................................ 7 OPERATION OF PROJECT CONSTRUCTION FUND.................................... 8 OPERATION OF CAPITALIZED INTEREST FUND....................................... 9 SUMMARY OF UNDERWRITER'S DISCOUNT............................................. to DETAIL OF UNDERWRITER'S DISCOUNT.................................................... 11 DETAIL COSTS OF ISSUANCE....................................................................... 12 PAGE Bane of America Securities LLC Florida Public Finance File = Master FileLsf-Series 200lA Aggregate 1117/2001 3:17 PM I-' V1 W $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service TOTAL ISSUE SOURCES AND USES Dated 11/15/2001 Avon Park SOURCES OF FUNDS Par Amount of Bonds ......................................................... $1,910,000.00 Reoffering Premium ........................................................... 131,833.40 Accrued Interest from 1111512001 to 11/3012001... •.•.••...•. 3,800.00 Transfers from Prior Issue Debt Service Funds .................. Transfers from Prior Issue DSR Funds ............................... TOTAL SOURCES ............................................................ $2,045,633.40 USES OF FUNDS Total Underwriter'S Discount (0.599%) ............................. 10,830.52 Costs of Issuance .................................................... : ........... 5,441.61 Gross Bond Insurance Premium ......................................... 11,039.01 Surety Bond Fee ................................................................. II,250.00 Deposit to Debt Service Fund ............................................. 3,800.00 Deposit to Capitalized Interest (CIF) Fund ........................ Deposit to Project Construction Fund ................................ 2,000,000.00 Deposit to Escrow Fund ..................................................... Rounding Amount.. ............................................................ 3,272.26 TOTAL USES .................................................................... $2,045,633.40 Banc of America Securities LLC Florida Public Finance Bonita Springs Bradenton $36,565,000.00 $3,100,000.00 1,754,417.00 148,882.55 73,560.42 6,235.94 $38,392,977.42 $3,255,118.49 219,639.98 18,615.23 104,175.39 8,832.04 233,773.43 19,810.91 11,250.00 11,250.00 73,560.42 6,235.94 37,749,160.00 3,186,491.82 1,418.20 3,882.55 $38,392,977.42 $3,255,118.49 Page I Delivered 11/30/2001 Hallandale Beach Largo -Water $4,770,000.00 $8,140,000.00 229,045.60 390,308.55 9,596.35 16,375.00 $5,008,641.95 $8,546,683.55 28,655.48 48,891.78 13,589.96 23,191.26 30,492.78 52,045.61 11,250.00 5,625.00 9,596.35 16,375.00 4,911,011.78 8,400,000.00 4,045.60 554.90 $5,008,641.95 $8,546,683.55 File = Master File l.sf~Series 2001A Aggregate 11/7/2001 3:17 PM f-> V1 +::> $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service TOTAL ISSUE SOURCES AND USES Dated 11/15/2001 Largo.CBA North Miami SOURCES OF FUNDS Par Amount of Bonds......................................................... $1,110,000.00 $5,545,000.00 Reoffering PreInium ......................... , ................................. 60,679.60 265,957.80 Accrued Interest from 1111512001 to 11130/2001... ........... 1,992.19 11,157.81 Transfers from Prior Issue Debt Service Funds .................. Transfers from Prior Issue DSR Funds ............................... TOTAL SOURCES ............................................................ $1,172,671.79 $5,822,115.61 USES OF FUNDS Total Underwriter's Discount (0.599%) ............................. 5,377.56 33,323.35 Costs of Issuance ................................................................ 3,162.45 15,797.98 Gross Bond Insurance Premium ......................................... 5,397.86 35,467.44 Surety Bond Fee ................................................................. 5,625.00 11,250.00 Deposit to Debt Service Fund ............................................. 1,992.19 11,157.81 Deposit to Capitalized Interest (CIF) Fund ........................ 111,408.35 Deposit to Project Construction Fund ................................ 1,150,000.00 5,600,000.00 Deposit to Escrow Fund ..................................................... Rounding Amount. ............................................................. 1,116.73 3,710.68 TOTAL USES .................................................................... $1,172,671.79 $5,822,115.61 Bane of America Securities LLC Florida Public Finance Page 2 Safety Harbor -Ref $1,950,000.00 111,289.40 3,548.44 122,224.74 402,932.50 $2,589,995.08 9,665.33 8,055.64 9,565.50 5,625.00 3,548.44 2,553,571.42 (36.25) $2,589,995.08 Delivered 11/30/2001 Safety Harbor· NM Southwest Ranches $1,660,000.00 $4,985,000.00 75,100.55 114,751.65 3,489.58 10,204.17 $1,738,590.13 $5,109,955.82 10,773.72 31,535.68 4,729.42 14,202.50 11,662.70 38,811.09 5,625.00 11,250.00 3,489.58 10,204.17 1,700,000.00 5,000,000.00 2,309.71 3,952.38 $1,738,590.13 $5,109,955.82 File = Master Filel.sf·Series 200 IA Aggregate 1117/2001 3:17 PM i-> Ll1 Ll1 $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service TOTAL ISSUE SOURCES AND USES Dated 11/1512001 South Miami Sf. Pete Beach Sunny Isles Beacb Wellington SOURCES OF FUNDS Par Amount of Bonds............................................... .......... $2,200,000.00 $2,350,000.00 $10,320,000.00 $5,605,000.00 Reoffering Preulium ........................................................... 50,750.45 145,775.55 343,461.65 258,695.75 Accrued Interest from 11/15/2001 to 11130/2001... ........... 4,504.17 4,376.04 20,983.33 11,272.40 Transfers from Prior Issue Debt Service Funds .................. Transfers from Prior Issue DSR Funds ............................... TOTAL SOURCES...... ...................................................... $2,255,254.62 $2,500,151.59 $10,684,444.98 $5,884,968.15 lJSES OF FUNDS Total Underwriter's Discount (0.599%) ............................. 13,922.10 11,682.41 64,012.09 33,653.72 Costs of Issuance ......................................... : ...................... 6,267.91 6,695.25 29,402.17 15,968.92 Gross Bond Insurance PremiuIlL ....................................... 17,129.43 12,002.01 72,979.61 35,822.62 Surety Bond Fee ................................................................. 11,250.00 11,250.00 11,250.00 11,250.00 Deposit to Debt Service Fund ............................................. 4,504.17 4,376.04 20,983.33 11,272.40 Deposit to Capitalized Interest (CIF) Fund ........................ Deposit to Project Construction Fund ................................ 2,200,000.00 2,453,370.33 10,482,990.82 5,773,500.00 Deposit to Escrow Fund ..................................................... Roundillg Amount. ................ , ............................................ 2,181.01 775.55 2,826.96 3,500.49 TOTAL USES.................................................................... $2,255,254.62 $2,500,151.59 $10,684,444.98 $5,884,968.15 Delivered 11/30/2001 Issue Summary $90,210,000.00 4,090,949.50 181,095.84 122,224.74) 402,932.50 $95,007,202.5& 540,578.95 259,512.50 586,000.00/ 135,000.00 ,/ 181,095.84 111,408.35 90,606,524.75 2,553,571.42 33,510.77 $95,007,202.58 Bane of America Securities LLC Florida Public Finance File = Master Filel.sf-Series 2001A Aggregate 111712001 3:17 PM Page 3 $90,210,000 florida Municipal Loan Council, Series 2001A Aggregate Debt Service DEBT SERVICE SCHEDULE Date Principal Coupon Interest 11/01/2002 3,040,000.00 3.250"10 4,177,277.23 1110112003 3,085,000.00 3.250% 4,247,500.00 11/0112004 3,190,000.00 4.000% 4,147,237.50 1110112005 3,320,000.00 4.500% 4.019,637.50 1lI0Il2006 3,465,000.00 4.500% 3,870,237.50 1110112007 3,610,000.00 4.500% 3,714,312.50 11/0112008 3,780,000.00 5.000% 3,551,862.50 11/0Jl2009 3,975,000.00 5.000"10 3,362,862.50 11/01/2010 3,800,000.00 5.000% 3,164,112.50 11101/2011 3,985,000.00 5.000% 2,974,112.50 1110112012 3,890,000.00 5.000% 2,774,862.50 11/01/2013 4,075,000.00 5.250% 2,580,362.50 11/0112014 4,295,000.00 5.250% 2,366,425.00 11101/2015 4,505,000.00 5.250% 2,140,937.50 tlIOl/2016 4,755,000.00 5.250% 1,904,425.00 11/01/2017 4,820,000.00 5.250% 1,654,787.50 11/01/2018 5,080,000.00 5.250% 1,401,737.50 1If01l2019 5,335,000.00 4.750% 1,135,037.50 11/01/2020 5,590,000.00 4.750% 881,625.00 11101/2021 5,860,000.00 4.750% 616,100.00 11/0112022 860,000.00 5.000% 337,750.00 1110112023 900,000.00 5.000% 294,750.00 11/0112024 945,000.00 5.000% 249,750.00 11/01/2025 990,000.00 5.000"/u 202,500.00 11/01/2026 1 ,040,000.00 5.000% 153,000.00 1lI01l2027 365,000.00 5.000% 101,000.00 11/0112028 385,000.00 5.000% 82,750.00 11/0112029 405,000.00 5.000% 63,500.00 11/01/2030 425,000.00 5.000% 43,250.00 1l/0lf2031 440,000.00 5.000% 22,000.00 Total 90,210,000.00 56,235,702.23 YIELD STATISTICS Accrued Interest from 11115/2001 to 1113012001.. .......................................................... .. Bond Year Dollars ........................................................................................................... . Average Life ................................................................................................................... .. Average Coupon .............................................................................................................. .. Net Interes{Cost (NIC) ................................................................................................... .. True Interest Cost (TIC) .................................................................................................. .. Bond Yield for Arbitrage Purposes .................................................................................. . All Inclusive Cost (AI C) .................................................................................................. . IRS FORM 8038 Net Interest Cost. ............................................................................................................. . Weighted Average Maturity ............................................................................................ .. Total P+I 7,217,277.23 7,332,500.00 7,337,237.50 7,339,637.50 7,335,237.50 7,324,312.50 7,331,862.50 7,337,862.50 6,964,112.50 6,959,112.50 6,664,862.50 6,655,362.50 6,661,425.00 6,645,937.50 6,659,425.00 6,474,787.50 6,481,737.50 6,470,037.50 6,471,625.00 6,476,100.00 1,197,750.00 1,194,750.00 1,194,750.00 1,192,500.00 1 ,193,000.00 466,000.00 467,750.00 468,500.00 468,250.00 462,000.00 146,445,702.23 181,095.84 $1,130,791.83 12.535 Years 4.9731260% 4.6591539% 4.5258122% 4.4975989% 4.7516134% 4.4546035% 12.370 Years Banc of America Securities LLC Florida Public Finance File = Master Filel.sf-Series 200lA Aggregate 1117/20013:17PM Page 4 156 r. $90,210,000 Florida Municipal Loan Council, Series 2001A Aggregate Debt Service DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I 5/01/2002 2,004,127.23 2,004,127.23 1110112002 3,040,000.00 3.250% 2,173,150.00 5,213,150.00 5/01/2003 2,123,750.00 2,123,750.00 1110112003 3,085,000.00 3.250% 2,123,750.00 5,208,750.00 510112004 2,073,618.75 2,073,618.75 1110112004 3,190,000.00 4.000% 2,073,618.75 5,263,618.75 5/0112005 2,009,818.75 2,009,818.75 11101/2005 3,320,000.00 4.500% 2,009,818.75 5,329,818.75 510112006 1,935,118.75 1,935,1I8.75 11/0112006 3,465,000.00 4.500% 1,935,118.75 5,400,118.75 5101/2007 1,857,156.25 1,857,156.25 11/0112007 3,610,000.00 4.500% 1,857,156.25 5,467,156.25 5101/2008 1,775,931.25 1,775,931.25 1110112008 3,780,000.00 5.000% 1,775,931.25 5,555,931.25 5101/2009 1,681,431.25 1,681,431.25 11/0112009 3,975,000.00 5.000% 1,681,431.25 5,656,431.25 5/0112010 1,582,056.25 1,582,056.25 11101/2010 3,800,000.00 5.000% 1 ,582,056.25 5,382,056.25 510112011 1,487,056.25 1,487,056.25 11/0112011 3.985,000.00 5.000% 1,487.056.25 5,472,056.25 5/0112012 1,387,431.25 1,387,431.25 1110112012 ,3,890,000.00 5.000% 1,387,431.25 5,277,43.1.25 5/01/2013 1,290,181.25 1,290,181.25 11101/2013 4,075,000.00 5.250% 1,290,181.25 5,365,181.25 5101/2014 1,183,212.50 1,183,212.50 11101/2014 4,295,000.00 5.250% 1,183,212.50 5,478,212.50 5/0112015 1,070,468.75 1,070,468.75 11/0112015 4,505,000.00 5.250% 1,070,468.75 5,575,468.75 5/0112016 952,212.50 952,212.50 1110112016 4,755,000.00 5.250% 952,212.50 5,707,212.50 5/0l/2017 827,393.75 827,393,75 11101/2017 4,820,000.00 5.250% 827,393.75 5,647,393.75 5/0112018 700.868.75 700,868.75 11101/2018 5,080,000.00 5,250% 700,868.75 5.780,868.75 5/01/2019 567,518.75 567,518,75 11/01/2019 5,335,000.00 4.750% 567,518.75 5,902,518:75 5/0112020 440,812.50 440,812.50 11/01/2020 5,590,000.00 4,750% 440,812.50 6.030,812.50 5/01/2021 308,050.00 308,050.00 1110112021 5,860,000.00 4.750% 308,050.00 6,168,050.00 510112022 168,875.00 168,875.00 11/0112022 860,000.00 5.000% 168,875.00 1,028,875.00 510112023 147,375.00 147,375.00 11101/2023 900,000.00 5.000% 147,375.00 1,047,375.00 5/01/2024 124,875.00 124,875.00 1110112024 945,000.00 5.000% 124,875.00 1,069,875.00 5/0112025 101,250.00 101,250.00 ---- Bane of America Securities LLC File = Master Filel.sf-Series 2001A Aggregate Florida Public Finance 111712001 3: 17 PM Page 5 157 Date 11/01/2025 5/0112026 1110112026 5/0112027 11/01/2027 510112028 1110112028 5/0112029 11/0112029 510112030 11/01/2030 5/01/2031 11/01/2031 Total YIELD STATISTICS $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service DEBT SERVICE SCHEDULE Principal Coupon Interest 990,000.00 5.000% 101,250.00 76,500.00 1,040,000.00 5.000% 76,500.00 50,500.00 365,000.00 5.000% 50,500.00 41,375.00 385,000.00 5.000% 41,375.00 31,750.00 405,000.00 5.000% 31,750.00 21,625.00 425,000.00 5.000% 21,625.00 11,000.00 440,000.00 5.000% 11,000.00 90,210,000.00 56,235,702.23 Accrued Interest from 1111512001 to 11130/2001... ............................................................ .. Bond Year Dollars ............................................................................................................... . Average Life ......................................................................................................................... . Average Coupon .................................................................................................................. . Net Interest Cost (NIC) ........................................................................................................ . True Interest Cost (TIC) ...................................................................................................... .. Bond Yield for Arbitrage Purposes ...................................................................................... . All Inclusive Cost (AlC) ...................................................................................................... . mSFORM8038 Total P+I 1,091,250.00 76,500.00 1,116,500.00 50,500.00 415,500.00 41,375.00 426,375.00 31,750.00 436,750.00 21,625.00 446,625.00 11,000.00 451,000.00 146,445,702.23 181,095.84 $1,130,791.83 12.535 Years 4.9731260% 4.6591539% 4.5258122% 4.4975989% 4.7516134% Net Interest Cost................................................................................................................... 4.4546035% Weighted Average Maturity.................................................................................................. 12.370 Years Bane of America Securities LLC Florida Public Finance File = Master File1.sf-Series 2001A Aggregate 111712001 3:17 PM Page 6 158 Maturity 1110112002 11101/2003 11101/2004 1110112005 11101/2006 11/0112007 11/0112008 11/0112009 1110112010 1110112011 11101/2012 11/01/2013 11/01/2014 11/01/2015 1110112016 11/0112017 1110112018 11/0.1/2021 IlI0112026 1110112031 Total $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service PJUCING SUMMARY ( Type of Bond Coupon Yield Maturity Value Price Serial Coupon 3.250% 1.880% 3,040,000.00 101.242% Serial Coupon 3.250% 2.230% 3,085,000.00 101.904% Serial Coupon 4.000% 2.580% 3,190,000.00 103.967% Serial Coupon 4.500% 2.930% 3,320,000.00 105.771% Serial Coupon 4.500% 3.170% 3,465,000.00 106.011% Serial Coupon 4.500% 3.390% 3,610,000.00 105.905% Serial Coupon 5.000% 3.600% 3,780,000.00 108.504% Serial Coupon 5.000% 3.740% 3,975,000.00 108.564% Serial Coupon 5.000% 3.840% 3,800,000.00 108.687% Serial Coupon 5.000% 3.950% 3,985,000.00 108.545% Serial Coupon 5.000% 4.080% 3,890,000.00 108.038% Serial Coupon 5.250% 4.170% 4,075,000.00 109.361% c Serial Coupon 5.250% 4.290% 4,295,000.00 108.296% c Serial Coupon 5.250% 4.390% 4,505,000.00 107.393% c Serial Coupon 5.250% 4.480% 4,755,000.00 106.588% c Serial Coupon 5.250% 4.550% 4,820,000.00 105.967% c Serial Coupon 5.250% 4.640% 5,080,000.00 105.175% c Tcnn 1 Coupon 4.750% 4.900% 16,785,000.00 98.102% Term 2 Coupon 5.000% 5.000% 4,735,000.00 100.000% c Term 3 Coupon 5.000% 5.020% 2,020,000.00 99.687% 90,210,000.00 Bin INFORMATION Par Amount of Bonds .......................................................... $90,210,000.00 Reoffering Premium or (Discount)...................................... 4,090,949.50 Gross Production................................................................. $94,300,949.50 Total Underwriter'S Discount (0.599%) ............................. . Bid (103.936%) ................................................................. .. $(540,578.95) 93,760,370.55 Accrued Interest from 11115/2001 to 1I/30/200!................ 181,095.84 Total Purchase Price ............................................................ $93,941,466.39 Bond Year Dollars ............................................................. .. Average Life ...................................................................... .. Average Coupon ................................................................ .. Net Interest Cost (NIC) ...................................................... .. True Interest Cost (TIC) ...................................................... . $1,130,791.83 12.535 Years 4.9731260% 4.6591539% 4.5258122% Dollar Price 3,077,756.80 3,143,738.40 3,316,547.30 3,511,597.20 3,673,281.15 3,823,170.50 4,101,451.20 4,315,419.00 4,130,106.00 4,325,5 J 8.25 4,202,678.20 4,456,460.75 4,651,313.20 4,838,054.65 5,068,259.40 5,107,609.40 5,342,890.00 16,466,420.70 4,735,000.00 2,013,677 .40 94,300,949.50 Bane of America Securities LLC Florida Public Finance File"" Master Filel.sf-Series 2001A Aggregate 1117/2001 3:17 PM Page 7 159 Date 1113012001 I109/2002 Total Ma $90,210,000 Florida Municipal Loan Council. Series 200lA Aggregate Debt Service OPERATION OF PROJECT CONSTRUCTION FUND Principal Rate Interest +Transfers Receipts 90,606,524.75 1.24 90,606,526.17 2,028,414.00 1.9300000% 4,290.23 526,266.73 2,558,970.96 92,634,938.75 4,290.23 526,267.97 93,165,497.13 INVESTMENT PARAMETERS Investment Model [PV, GIC, or Securities] ............................................... . Default investment yield target. ................................................................. . Cost ofInvestments Purchased with Fund Transfers ................................ .. Cash Deposit .............................................................................................. . Cost ofInvestments Purchased with Bond Proceeds ................................. . Total Cost of Investments .......................................................................... . Target Cost of Investments at bond yield ................................................... . Actual positive or (negative) arbitrage ....................................................... . Yield to Receipt. ........................................................................................ . Yield for Arbitrage Purposes .................................................................... .. State and Local Government Series (SLGS) rates for ................................ . Disbursements 90,606,524.75 2,558,972.38 93,165,497.13 GIC User Defined 525,157.24 0.18 92,634,938.75 $93,160,096.17 $92,631,654.27 (3,284.66) 1.9598473% 4.4550558% 1 I10712001 -- Cash Balance 1.42 Bane of America Securities LLC Florida Public Finance File = Master File l.sf-Series 200lA Aggregate 11/7/2001 3:17 PM Page 8 160 Date 11130/2001 5101120'02 Total $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service . OPERATION OF CAPITALIZED INTEREST FUND Principal Rate Interest Receipts Disbursements 0.16 122,566.00 1.7900000% 913.63 123,479.63 123,479.79 122,566.00 913.63 123,479.79 123,479.79 INVESTMENT PARAMETERS Investtnent Model [PV, GIC, or Securities] ........................................................................ . Default investtnent yield target. .......................................................................................... . Cash Deposit. ..................................................................................................................... .. Cost ofInvesttnents Purchased with Bond Proceeds ......................................................... .. Total Cost oflnvesttnents .................................................................................................. .. Target Cost of Investtnents at bond yield ........................................................................... . Actual positive or (negative) arbitrage ............................................................................... .. Yield to Receipt. ................................................................................................................. . Yield for Arbitrage Purposes .............................................................................................. . COMPOSITION OF INITIAL DEPOSIT Otiginal Bond Proceeds ...................................................................................................... . Accrued Interest.. ............................................................................................................... .. Cash Contribution and Prior Issue Transfers ...................................................................... . Cash Balance 0.16 GIC User Defined 0.16 122,566.00 $122,566.16 $121,217.87 (1,348.29) 1.7784269% 4.4550558% 111,408.35 11,157.81 Banc of America Securities LLC Florida Public Finance File == Master File Lsf-Series 2001A Aggregate 1117/2001 3:17PM Page 9 161 $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service SUMMARY OF UNDERWRITER'S DISCOUNT Maturity Concession + Takedown := Total Issuance Value Total Takedown 1110112002 0.125% 0.125% 3,040,000.00 11101/2003 0.250% 0.250% 3,085,000.00 11/0112004 0,250% 0.250% 3,190,000.00 1110112005 0.375% 0.375% 3,320,000.00 11/01/2006 0.375% 0.375% 3,465,000.00 11/0112007 0.375% 0.375% 3,610,000.00 11I0Il2008 0.375% 0.375% 3,780,000.00 11101/2009 0.375% 0.375% 3,975,000.00 11101/2010 0.375% 0.375% 3,800,000,00 11/01/2011 0.375% 0.375% 3,985,000,00 1lI01l2012 0.500% 0.500% 3,890,000.00 1110112013 0.500% 0.500% 4,075,000.00 11/01/2014 0,500% 0.500% 4,295,000.00 11/0112015 0.500% 0.500% 4,505,000.00 11101/2016 0.500% 0.500% 4,755,000.00 11101/2017 0.500% 0.500% 4,820,000.00 11101/2018 0.500% 0.500% 5,080,000.00 11/0112021 0.500% 0.500% 16,785,000.00 11101/2026 0.500% 0.500% 4,735,000.00 1110112031 0.500% 0.500% 2,020,000.00 Total 90,210,000.00 UNDERWRITING & ISSUANCE EXPENSES Total Management Fees (0.1 09%) ................................................................................... . Total Average Takedown (0.434%) ................................................................................ .. Total Underwriters Expenses (0.056%) .......................................................................... .. TOTAL UNDERWRITING SPREAD (0.599%) ................ , .. , ....................................... .. 3,800.00 7,712.50 7,975.00 12,450.00 12,993,75 13,537.50 14,175.00 14,906.25 14,250.00 14,943.75 19,450,00 20,375.00 21,475.00 22,525.00 23,775.00 24,100.00 25,400.00 83,925.00 23,675.00 10,100.00 391,543.75 $98,328.90 5391,543.75 $50,706.30 $540,578.95 Bane of America Securities LLC Florida Public Finance File = Master Filel.sf-Series 2001A Aggregate 111712001 3:17 PM Page 10 162 $90,210,000 Florida Municipal Loan Council, Series 2001A Aggregate Debt Service DETAIL OF UNDERWRITER'S DISCOUNT Dated 11115/2001 Delivered 11/30/2001 UNDERWRITER'S EXPENSES DETAll.. Underwriter's Counsel (0.039%)............................................................ $35,000.00 Travel & Meetings (0.008%).................................................................. $7,000.00 Telephone and Fax (0.006%)................................................................. $5,000.'00 PSA (0.0'03%)......................................................................................... $2,7'06.3'0 DTC I CUSIP (0.0'01%).......................................................................... $1,000.'0'0 TOTAL ................................................................................................... $50,7'06.30 Bane of America Securities LLC Florida Public Finance File = Master Filel.sf-Series 2001A Aggregate 1117/2001 3:17PM Page 11 163 $90,210,000 Florida Municipal Loan Council, Series 200lA Aggregate Debt Service DETAIL COSTS OF ISSUANCE Dated 11/15/2001 Delivered 11/30/2001 COSTS OF ISSUANCE DETAIL Bond Counsel Fee .............................................................................. .. Bond Counsel Expenses ..................................................................... .. Financial Advisor Fee ......................................................................... . Financial Advisor Expenses ................................................................ . Printing I Mailing ................................................................................ . Ratings -Standard & Poor's ................................................................ . Trustee Upfront Fee ............................................................................. . Trustee CounseL ................................................................................. . League of Cities Miscellaneous J Expenses ........................................ .. Other Miscellaneous ............................................................................ . Trustee Out of Pocket Expenses .......................................................... . MBIA Counsel Fee and Expenses ....................................................... . Verification Agent paid by Safety Harbor only .................................. .. Escrow Agent Services paid by Safety Harbor only ........................... .. $112,762.50 $5,500.00 $25,000.00 $2,000.00 $27,000.00 $40,000.00 $6,000.00 $3,000.00 $10,000.00 $10,000.00 $750.00 $15,000.00 $2,000.00 $500.00 TOTAL ................................................................................................. $259,512.50 Bane of America Securities LLC Florida Public Finance File = Master Filel.sf-Series 200lA Aggregate 111712001 3:17 PM Page 12 164 $2,200,000 Florida Municipal Loan Council, Series 2001 A South Miami DEBT SERVICE SCHEDULE Date Principal Coupon Interest 11/0112002 40,000.00 3.250% 103,896.11 11/0112003 35,000.00 3.250% 106,800.00 11/0112004 35,000.00 4.000% 105,662.50 11/0112005 40,000.00 4.500% 104,262.50 11101/2006 40,000.00 4.500% 102,462.50 11/0112007 40,000.00 4.500% 100,662.50 11/01/2008 45,000.00 5.000% 98,862.50 11/0112009 45,000.00 5.000% 96,612.50 lli01l2010 50,000.00 5.000% 94,362.50 11/01/2011 50,000.00 5.000% 91,862.50 11/01/2012 55,000.00 5.000% 89,362.50 11/01/2013 55,000.00 5.250% 86,612.50 1110112014 60,000.00 5.250% 83,725.00 11/0112015 60,000.00 5.250% 80,575.00 1110112016 65,000.00 5.250% 77,425.00 11/0112017 70,000.00 5.250% 74,012.50 11101/2018 75,000.00 5.250% 70,337.50 11/01/2019 75,000.00 4.750% 66,400.00 11101/2020 80,000.00 4.750% 62,837.50 11/01/2021 85,000.00 4.750% 59,037.50 1110112022 90,000.00 5.000% 55,000.00 1110112023 90,000.00 5.000% 50,500.00 1110112024 95,000.00 5.000% 46,000.00 11/0112025 100,000.00 5.000% 41,250.00 11101/2026 105,000.00 5.000% 36,250.00 11/0112027 110,000.00 5.000% 31,000.00 11/0112028 120,000.00 5.000% 25,500.00 1110112029 125,000.00 5.000% 19,500.00 11/0112030 130,000.00 5.000% 13,250.00 1110112031 135,000.00 5.000% 6,750.00 Total 2,200,000.00 2,080,771.11 YIELD STATISTICS Accrued Interest from 11115/2001 to 1113012001... .............................................................. .. Bond Year Dollars ................................................................................................................ . Average Life ......................................................................................................................... . Average Coupon .................................................................................................................... . Net Interest Cost (NIC) ........................................................................................................ .. True Interest Cost (TIC) ....................................................................................................... .. Bond Yield for Arbitrage Purposes ...................................................................................... .. All Inclusive Cost (AI C) ....................................................................................................... . IRS FORM 8038 Total P+I 143,896.11 141,800.00 140,662.50 144,262.50 142,462.50 140,662.50 143,862.50 141,612.50 144,362.50 141,862.50 144,362.50 141,612.50 143,725.00 140,575.00 142,425.00 144,012.50 145,337.50 141,400.00 142,837.50 144,037.50 145,000.00 140,500.00 141,000.00 141,250.00 141,250.00 141,000.00 145,500.00 144,500.00 143,250.00 141,750.00 4,280,771.11 4,504.17 $41,679.44 18.945 Years 4.9923197% 4.9039587% 4.8447581% 4.8906256% 5.1112381% Net Interest Cost.................................................................................................................... 4.81605910/0 Weighted Average Maturity ................................................................................................... 18.686 Years Bane of America Securities LLC Florida Public Finance File = Master F He 1.sf-Series 2001 A Aggregate 11/7/2001 2:34 PM Page 2 165 Florida Municipal Loan Council Tallahassee, Florida City of South Miami Siuth Miami, Florida EXHIBITB November 30, 2001 Re: $90,210,000 Florida Municipal Loan Council Revenue Bonds, Series 2001A ($2,200,000 City of South Miami Loan) Ladies and Gentlemen: The undersigned, as the Underwriter in connection with the sale of the above-referenced Series 200lA Bonds, hereby represents that: 1. All of the Series 2001 A Bonds have been the subj ect of an initial offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of under- writers or wholesalers), made pursuant to the Bond Purchase Contract between the Florida Municipal Loan Council (the "Council") and the Underwriter, at prices no higher than, or yields no lower than, those shown on the inside cover of the Official Statement relating to the Series 2001A Bonds. To the best of our knowledge, based on our records and other information available to us which we believe to be correct, at least 10% of the Series 2001A Bonds of each maturity were sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at such prices. 2. The present value of the premiums paid to obtain the Bond Insurance and the Reserve Policy from MBIA Insurance Corporation for the Series 2001A Bonds is less than the present value of the interest reasonably expected to be saved as a result of the insurance. In determining such present value savings for the City of South Miami Portion of the Series 2001A Bonds, the yield on the City of South Mian1i Portion was used as the discount rate. 3. The funding of the Reserve Fund (through the purchase of the Reserve Policy) securing the Series 2001A Bonds in an amount equal to the Reserve Requirement was a vital factor in marketing the Series 2001A Bonds, facilitated the marketing of the Series 2001A Bonds at an B-1 166 interest rate comparable to that of other bond issues of a similar type, and was a requirement for obtaining the Bond Insurance. We understand that Bond Counsel may rely upon the representations contained in this letter, among other things, in rendering its opinion that interest on the Series 2001 A Bonds is excluded from gross income for Federal income tax purposes. BANC OF AMERICA SECURITIES LLC BY:~ 7. DavId . Thomton Principal B-2 167 EXHIBIT C [ATTACH MBIA LETTER OF REPRESENTATIONS] C-l 168 Florida MWlieipal Loan Council 301 South Bronough Street Suite 300 Tallahassee, Florida 32302 MElIA TAX CERTIFICATE RE: $90,210,000 Florida Municipal Loan Council, Revenue Bonds, Series 200lA; Policy No. 36696(1) $4,510,000 Debt Service Reserve Fund for the $90,210,000 Florida Municif·al Loan . Council, Revenue Bonds, Series 2001A; Policy No. 36696(2) (the "Obligations tl ) Ladies and Gentlemen: In connection with the issuance of the above-referenced obligations (the "Obligations"), MBIA Insurance Corporation (the "Insurer") is issuing a financial guaranty insurance policy (the "Policy") and debt service reserve fund Surety Bond (the "Surety Bond") securing the payment of principal and interest on the Obligations. This is to advise you that: 1. The Policies are unconditional obligations of the Insurer to pay scheduled paynents of principal and interest on the Obligations in the event of a failure to do so by the Florida municipal Loan Council (the "Issuer"); . 2. The insurance premiums in the amounts of$586,000 and $135,OOOrepresents the ctarge for a transfer of credit risk and was detennined in ann's length negotiations and is required te· be paid as a condition to th~ issuance of the Policies; 3. No portion of such premiums represent an indirect payment of costs related to the 'issmmce of the Obligations other than the transfer of credit risk; 4. The Insurer does not reasonably expect that it will be called upon to make any payments under the Policies; 5. To the extent the Insurer is called upon to make any payments under the Policies, the: Insurer reasonably expects to pursue all available legal remedies to secure reimbursement IDr such payment; and 6. The Insurer would not have issued the Policy in the absence of a Debt Service Reserve Fund of the size and type established by the Trust Indenture, dated as of November 15, 2001)et'Yveen the Issuer and the Trustee pursuant to which the Obligations are being issued. Dated: November 30, 2002 lVffiIA Insurance Corporation Assistant SeCretary 169 . Bryant, Miller and Olive, P.A. Tallahassee, Florida EXHIBITD NON-REBATE CERTIFICATE The undersigned Mayor and Finance Director ofthe City of South Miami, Florida (the "City") do hereby certify on behalf of the City in connection with a loan in the amount of $2,200,000 (the "Loan") from the Florida Municipal Loan Council Revenue Bonds, Series 2001A (the "Bonds"), as follows: 1. The City is a municipal corporation of the State of Florida. and pursuant to the Constitution and Statutes of the State of Florida has the authority to impose taxes of a general nature within its boundaries. . 2. All of the proceeds of the Loan are being used to (i) finance a part of the cost of acquiring and constmcting recreation and road improvements (the "Project") owned by the City, (ii) currently refund the outstanding principal amount of certain interim indebtedness ofthe City related to the Project, and (iii) pay a portion ofthe costs of issuing the Bonds, and none of the proceeds of the Loan are being used for any private business use. No proceeds of the Loan are being loaned directly or indirectly to any entity other than the City. 3. We have reviewed financial information of the City and have determined that the aggregate face amount of all currently outstanding "tax-exempt" bonds or other "tax-exempt" obligations (other than private activity bonds as defined in Section 141(a) ofthe Internal Revenue Code of 1986, as amended), including the Loan, issued by the City (and any subordinate entities thereof and any issuer of "tax-exempt" debt that issues "on behalf of" the City) during calendar year 2001 does not exceed $5,000,000. The City does not plan during calendar year 2001 to issue in excess of $5,000,000 of tax-exempt debt (other than private activity bonds defined in Section 141 (a) ofthe Internal Revenue Code of 1986, as amended). EXECUTED this 30th day of November, 2001. CITY OF SOUTH MIAMI, FLORIDA (SEAL) ;;z;2~ Finance irector ~ D-l 170 CLOSING DOCUMENT NO. Vn.9(i) CERTIFICATE OF EXPENDITURES I, the undersigned Finance Director of the City of South Miami, Florida (the "Bon'ower") hereby certify as follows: (1) The estimated dates and the amounts of projected expenditures for the Project attached hereto as Exhibit "A" are correct. (2) It is reasonably anticipated by the Borrower that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to November 30, 2004, 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. EXECUTED this 30th day of November, 2001. CITY OF SOUTH MIAMI, FLORIDA By:---,~....+~~e~wJ<-->-('(-:::;;;;,-!07I~--- Hakeem Oshikoya Finance Director 171 Estimated Dates January 1, 2002 March 1, 2002 June 1,2002 EXHIBIT "A" Estimated Expenditures $1,375,000 125,000 700,000 172 FINANCIAL EXHIBITS Exhibit 6 "Closing Memorandum -"$49,775,000 Revenue Bonds, Series 2002A" Thomas F. Pepe In_I'LIA 173 CLOSING MEMORANDUM $49,775,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2002A DATED: May 17.2002 174 $49>775;000 FLORIDA MUNIClP AL LOAN COUNCIL REVENUE BONDS, SERIES 2002A CLOSING DOCUMENTS TAB NO. 1. BASIC BOND DOCUMENTS 1. Trust Indenture ......................................................................................................... 1 2. MBIA Insurance Corporation (a) Specinien Policy ........... : ................................................. , .............................. 2 (b) Certificate as to No Default ......................................................................... 3 (c) Financial Guaranty Agreement .................................................................... 4 (d) Surety Bond .............. ; ................................................................................... 5 (e) Certificate as to Official Statement .............................................................. 6 (f) Consent to Alternate Surety Bond ............................................................... 7 (g) Opinion of Bond COUl1Sel related to Alternate Surety Bond ........................ 8 (h) Amendment to Financial Guaranty Agreement dated November 30,2001.9 3. Preliminary Official Statement .............................................................................. 10 4. ·Official Statement .................... _ ............................................ , ............................... 11 5. 6. (a) (b) (a) (b) Certificate of Underwriters re Contract ofPurchase .................................. 12 Bond Purchase Contract dated Apri126, 2002 ........................................... 13 Certified Copy of Resolution No. 2002-01 of Florida MuniCipal Loan Council (without exhibits); (Authorizing and Awarding Sale of Series 2002A Bonds), adopted April II, 2002 ...................................... 14 Certified Copy of Resolution No. 98-01 (Authorizing Bonds), adopted December 17, 1998 ....................................................................... 15 7. Certified Copy ofInterlocal Agreement.. ............................................................... 16 n. FLORIDA MUNlClP AL LOAN COUNCIL 1. Public Meeting Certificate ..................................................................................... 17 2. Signature and No Litigation Certificate ............................... , ................................. 18 3. Request and Authorization to Authenticate and Deliver Bonds ............................ 19 4. (a) Certificate of Incumbency ............................................................................ 20 175 (b) Certificate of Authorized Officers ........................................................ ~ .... 21 5. Certificate re Preliminary Official Statement with regard to compliance with Rule 15c2-12 of SEC ..................................................................................... 22 6. Continuing Disclosure Agreement. ........... : ............................................................ 23 7. Certificate of Program Administrator ................................................................... .24 m. TRUSTEE 1. Officer's Certificate of Trustee .............................................................................. 25 2. Certificate of Delivery and Payment.. .................................................................... 26 IV. UNDERWRITER 1. Financial and Business Relationships' Certificate executed by Underwriter .......... 27 V. OPINIONS 1. Bryant, Miller and Olive, P .A. (a) Approving Opinion ...................................................................................... 28 (b) Supplemental Opinion ............................................................................... 29 (c) Reliance Letter ........................................................................................... 30 2. Kraig A. Conn., Esq., Counsel to Issuer ................................................................. 31 3. Rogers, Towers, Bailey, Jones & Gay, P.A. Counsel to the Trustee ..................... 32 4. Moyle, Flanigan, Katz, Raymond & Sheehan, P.A.· Counsel to Underwriter .......................................................................................... 33 5. Counsel to MBlA Insurance Corporation ............................................................. .34 VI. OTHER 1. Specimen Bond ........................ : ............................................................................. :35 2. IR.S Form 8038-G ................................................................................ ~ .................. 36 3. (a) (b) Notice of Sale to Division of Bond Finance ............................................. .37 Division of Bond Finance Forms 2003/2004-B ......................................... 38 4. Blue Sky Memorandum ......................................................................................... 39 176 5. Evidence of Ratings 6. (a) Fitch ........................................................................................................... 40 (b) Standard & Poor's ............................................. : ....................................... 41 (a) (b) Validation Judgment .................................................................................. 42 Certificate of No Appeal ............................................................................ 43 DOCUMENTS OF BORROWERS IN VOLUME TWO VIT. BORROWERS 1. City of Cape Coral (a) Loan Agreement .......................................................................................... 44· (b) Certificate of Borrower .............................................................................. 45 (c) Ordinance Authorizing Loan ..................................................................... 46 (d) Opinion of Borrower's Counsel ................................................................. 47 (e) Opinion of Bond Counsel ............................................................ ~ ............. 48 (f) . IR.S Form 8038-G ... · .................................................................................... 49 (g) Continuing Disclosure Certificate ............................................................... 50 (h) Tax Certificate as to Arbitrage ................................................................... 51 Exhibit A: Schedules Exhibit B: Certificate ofUnderivriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Escrow Deposit Agreement ............................................................ ;· .......... 52 (j) Verification Report ................................................................................... 53 (k) .' Form of Redemption Notice ...................................................................... 54 2. City of DeFuniak Springs (a) Loan Agreement ......................................................................................... 55 (b) Certificate of Borrower .............................................................................. 56 (c) . Resolution Authorizing Loan ....................................................................... 57 (d) Opinion of Borrower's Counsel .................................................................. 58 (e) Opinion of Bond Counsel .......................................................................... 59 (f) IR.S FOl1l1 8038-G ....................................................................................... 60 (g) Continuing Disclosure Certificate .............................................................. 61 (h) Tax Certificate as to Arbitrage ................................................................... 62 Exhibit A: Schedule Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ........................................................................ 63 177 3. Village of Golf (a) Loan Agreement ........................................................................ : ................ 64 (b) Certificate of Borrower ......................................................................... .-.... 65 (c) Resolution Authorizing Loan ..................................................................... 66 (d) Opinion of Borrower's Counsel ................................................................. 67 (e) Opinion of Bond Counsel .......................................................................... 68 (f) 1RS Fonn 8038-G .. ; .................................................................................... 69 (g) Continuing Disclosure Certificate .............................................................. 70 (h) Tax Certificate as to Arbitrage ................................................................... 71 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond fusurer. Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ........................................................................ 72 4. City of North Miami (a) Loan Agreement ......................................................................................... 73 (b) Certificate of Borrower ............................................................................... 74 (c) Resolution Authorizing Loan ..................................................................... 75 (d) Opinion of Borrower's Counsel ................................................................. 76 (e) Opinion of Bond Counsel .......................................................................... 77 (f) IR.S Fonn 8038-0 ....................................................................................... 78 (g) Continuing Disclosure Certificate .................. ~ ........................................... 79 (h) Tax Certificate as to Arbitrage ................................................................... 80 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond fusurer Exhibit D: Arbitrage fuvestment fustructions (i) Escrow Deposit Agreement ....................................................................... 81 (j) Verification 'Report ................................................................................. ~.82 (k) Fonn of Redemption Notice .............................. , ....................................... 83 (1) Certificate of Debt Service Savings ........................................ ~ ......... : ......... 84 5. City of North Miami Beach (a) Loan Agreement ......................................................................................... 85 (b) Certificate of Borrower .............................................................................. 86 (c) Resolution Authorizing Loan ..................................................................... 87 (d) Opinion of Borrower's Counsel ................................................................. 88 (e) Opinion of Bond Counsel ... : ...................................................................... 89 (f) IR.S Fonn 8038-G ....................................................................................... 90 (g) Continuing Disclosure Certificate .............................................................. 91 (h) Tax Certificate as to Arbitrage ................................................................... 92 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer 178 Exhibit D: Arbitrage Investment Instructions (i) Escrow Deposit Agreement ....................................................................... 93. 0) Verification Report .................................................................................... 94 (k) Form of Redemption Notice ...................................................................... 95 (1) Certificate of Debt Service Savings ........................................................... 96 7. Town of Oakland (a) wan Agreement. ........................................................................................ 97 (b) Certificate of Borrower ............................................................................... 97 (c) Ordinance Authorizing Loan ..................................................................... 99 (d) Opinion of Borrower's Counsel ............................................................... 1 00 (e) Opinion of Bond Counsel ........................................................................ l01 (f) IRS Form 8038-0 ....................................................................................... 102 (g) Continuing Disclosure Certificate ............................................................ 1 03 (h) Tax Certificate as to Arbitrage ...................................................... ~ .......... 104 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ...................................................................... 105 8. Village of Palm Springs (a) Loan Agreement ....................................................................................... 106 (b) Certificate of Borrower ...... ~ .............. ~ ...................................................... 1 07 (c) Resolution Authorizing Loan ................................................................... 1 08 (d) Resolution Authorizing Referendum ....................................................... 109 (e) Opinion of Borrower's Counsel.. ............................................................. ll0 (f) Opinion of Bond Counsel ........................................................................ l11 (g) IRS Form 8038-G ..................................................................................... 112 (h) Continuing Disclosure Certificate ............................................................ I13 (i) Tax Certificate as to Arbitrage ............. : ....... ; ............................................ 114 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (j) Certificate of Expenditures ...................................................................... 115 10. Village of Pinecrest (a) Loan Agreement ....................................................................................... 116 (b) Certificate of Borrower ............................................................................ 117 (c) Ordinance Authorizing Loan ................................................................... 118 (d) Opinion of Borrower's Counsel ............................................................... 119 (e) Opinion of Bond Counsel ........................................................................ 120 (f) lRS Fonn 8038-0 ..................................................................................... 121 (g) Continuing Disclosure Certificate ............................................................ 122 179 (h) Tax Certificate as to Arbitrage ......................................... ; ......... : ............. 123 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures ...................................................................... 124 11. City of South Miami (a) I.,oan Agreement. ....................................................................... ~ .............. 125 . (b) Certificate of Borrower ............................................................................ 126 (c) Ordinance Authorizing I.,oan ................................................................... 127 (d) Opinion of Borrower's Counsel ............................................................... 128 (e) Opinion of Bond Cpunsel ........................................................................ 129 (f) JR.S Ponn 8038-G ....... · ....... :· ....... ~ ............................................................... 130 (g) Continuing Disclosure Certificate ............................................................ 131 (h) Tax Certificate as to Arbitrage ................................................................. 132 Exhibit A: Schedules Exhibit B: Certificate of Underwriter ExhiQit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures ...................................................................... 133 12. City of Stuart (a) Loan Agreement. ...................................................................................... 134 (b) Certificate of Borrower ............................................................................ 135 (c) Resolution Authorizing Loan ................................................................... 136 (d) Opinion of Borrower's Counsel ............................................................... 137 (e) Opinion of Bond Counsel ........................................................................ 138 (f) JR.S Ponn 8038-G .... ~ ................................................................................ 139 (g) Continuing Disclosure Certificate ............................ · ................................ 140 (h) Tax Certificate as to Arbitrage ................................................................. 141 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non~Rebate Certificate (i) Certificate of Expenditures ...................................................................... 142 180 DISTRIBUTION: (2) Florida Municipal Loan Council (1 bound, 1 unbound) (1) First Union National Bank (3) rvIBIA Insurance Corporation (unbound) (2) Bryant, Miller and Olive, P .A. (1) Moyle, Flanigan, Katz, Raymond & Sheehan, P.A. (1) Rogers, Towers, Bailey, Jones & Gay, P.A. (1) First Southwest Company (1) Bane of America Securities LLC (1) City of Cape Coral (1) City of DeFuniak Springs (1) Village of Golf (1) City of North Miami (1) City of North Miami Beach (1) Town of Oakland (1) Village of Palm Springs (1) Village of Pinecrest (l) City of Stuart (1) City of South Miami J:\BONDS\2002\4118.04\CLOSE\CD·LIST.DOC 181 This Instrument Prepared By: Grace E. Dunlap, Esq. Bryant, Miller and Olive, P.A. LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL and CITY OF SOUTH MIAMI, FLORIDA Dated as of May 1,2002 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2002A 101 East Kennedy Boulevard, Suite 2100 Tampa, Florida 33602 and JoLinda Herring, Esq. Bryant, Miller and Olive, P.A. 201 South Monroe Street, Suite 500 Tallahassee, Florida 32301 Execution Copy 182 LOAN AGREEMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ............................................................. , ................................... 3 ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL .................................................. ; ............................................. 10 SECTION 2.01. Representations, Warranties and Covenants ............................................. 10 SECTION 2.02. Covenants of Borrower ................................................................................ 13 ARTICLE III 'THE LOAN .. : .................................................................................................. 17 SECTION 3.01. The Loan ................................................... : .................................................... 17 SECTION 3.02. Evidence of Loan ........................................................................................... 17 ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS ..................... 18 SECTION 4.01. Cominencement of Loan Term .................................................................... 18 SECTION 4.02. Termination of Loan Term .......................................................................... 1 g SECTION 4.03. Loan Closing Submissions ........................................................................... 18 ARTICLE V LOAN REPAyMENTS ................................................................................. 20 SECTION 5.01. Payment of Basic Payments ......... ; ............................................................... 20 SECTION 5.02. Payment of Surety Bond Costs .................................................................... 20 SECTION 5.03. Payment of Additional Payments ............................... : ................................ 20 SECTION 5.04. Interest Earnings or Investment Losses and Excess Payments ................ 22 SECTION 5.05. Obligations of Borrower Unconditional ..................................................... 22 SECTION 5.06. Refunding Bonds ............................................................................................ 22 SECTION 5.07. Prepayment .................................................................................................... 22· ARTICLE VI DEFEASANCE ............................................................. ; ................................. 23 ARTICLE VII ASSIGNMENT AND PAYMENT BY THIRD PARTIES ..................... 24 SECTION 7.01. Assignment by Council .................................. , ............................ ~ ................. 24 SECTION 7.02. Assignment by Borrower .............................................................................. 24 SECTION 7.03. Payments by the Bond Insurer .................................................................... 24 SECTION 7.04. Payments by the Surety Bond Provider ; ..................................................... 24 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES ........................................... 25 SECTION 8.01. Events of Default Defined ............................................................................. 25 SECTION 8.02. Notice of Default ............................................................................................ 26 SECTION 8.03. Remedies on Default ..................................................................................... 26 SECTION 8.04. [Reserved] ...................................................................................................... 27 SECTION 8.05. No Remedy Exclusive; Waiver, Notice ........................................................ 27 SECTION 8.06. Application of Moneys .................................................................................. 27 ARTICLE IX MISCELLANEOUS ...................................................................................... 28 SECTION 9.01. Notices ............................................................................................................ 28 SECTION 9.02. Binding Effect. ............................................................................................... 28 SEC'TION 9.03. Severability .................................................................................................... 29 SECTION 9.04. Amendments, Changes and Modifications ................................................. 29 11 183 SECTION 9.05. Execution in Counterparts ........................................................................... 29 SECTION 9.06. Applicable Law ................... ; ............................................................... , ......... 29 SECTION 9.07. Benefit of Bondholders; Compliance with Indenture ................................ 29 SECTION 9.08. Consents and Approvals ............................................................................... 29 SECTION 9.09. Immunity of Officers, Employees and Members of Council and Borrower ....................................................................................................................................................... 29 SECTION 9.10. Captions ......................................................................................................... 30 ~ECTION 9.11. No Pecuniary Liability of CounciL ............................................................. 30 SECTION 9.12. Payments Due on Holidays ........................................................................... 30 SECTION 9.13. Calculations ................................................................................................... 30 SECTION 9.14. Time of Payment ........................................................................................... 30 EXHIBIT A EXHIBITB EXHIBITC EXHIBITD EXHIBITE . USE OF LOAN PROCEEDS CERTIFIED ORDINANCE OF BORROWER OPINION OF BORROWER'S COUNSEL DEBT SERVICE SCHEDULE FORM OF REQUISITION CERTIFICATE iii 184 LOAN AGREEMENT This Loan Agreement (the "Loan Agreement" or the "Agreement") dated as of May 1,2002 and entered into between the FLORIDA MUNICIP ALLOAN 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 the CITY OF SOUTH MIAMI, FLORIDA (the "Borrower"), a duly constituted municipality under the laws of the State of Florida. WIT N E SSE T H: WHEREAS, pursuant to the authority of the hereinafter defined Act, the Council desires to loan to the Borrower th~ amount necessary to enable the Borrower to fi,nance, refinance or reimburse ' the cost ofthe Project's, as hereinafter defined, and the Borrower desires to borrow such amount from the Council subject to the tenus 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 lawsofthe State of Florida organized and existing under and by virtue of the Interlocal 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 1, Florida Statutes, as amended (the "hlterlocal 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 detem1ined 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 May 1, 2002, 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 ofthe 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 185 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 2002A" (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 fonn of ad valorem taxation for their payment (other than each Borrower to the extent of their obligations under their respective Loan Agreements only) 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: 2 186 ARTICLE I 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 fmn of independent celtified 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 IT, 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. "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 t9 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 resoiution; and, when used with reference to a.Borrower which is a municipality, means the person perfonning the functions 0 fthe 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 resolution 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 and Olive, P .A., Tampa, Florida or any other nationally recognized bond counsel. 3 187 "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 Florida Municipal Loan Council Revenue Bonds, Series 2002A issued pursuant to Article II of the Indenture. "Bond Year" means a 12-month period begiIming on May 2 and ending on and including the following May 1, except for the first period which begins on May 17,2002. "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, refmance andlor 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. 4 188 "Council" means the Florida Municipal Loan Council. "Cost" means "Cost" as defined in the Act. "CostofIssuance Fund" means the fund by that name establishedpursuantto 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 ofwhich would, with the lapse oftime or the giving of notice or both, become an Event of Default. "Event of Default" shall have the meaning ascribed to such t~nn 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, 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 ofthe State of Delaware, its successors and assigns and if such corporation shall be dissolved or liquidated or shall no longer perform the functions ofa securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized 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; 5 189 (c) the principal and interest ofthe 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 au 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 pennissible. 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 ofthe 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 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 May 1, 2002 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 forthe payment of principal of, premium, if any, and interest on the Bonds. "Interest Payment Date" means May 1 and November 1 of each year, commencing November 1, 2002. "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 Couricil, all as amended and supplemented from time to time. "Liquidation Proceeds" means ~ounts 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. "Loans" means all loans made by the Council under the Indenture to the Borrowers. 6 190 "Loan Agreement" or "Loan Agreements" means this Loan Agreement and any amendments and supplements hereto. "Loan Repayment Date" means October 20, 2002, and thereafter each April 20th and October 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. "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 and the Bond Insurer. "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 th,e 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 instru:mentality thereof. "Principal Fund" means the fund by that name created by Section 4.02 of the Indenture. 7 191 "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 nonwprofit Florida corporation. "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 ofthe 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 an10unt 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 ofthis 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 national1y recognized securities rating agency designated by the Council, with the approval of the Bond Insurer, by notice to the Trustee. 8 192 "Special Record Date" means the date established pursuant to Section 9.05 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 fudenture" means any indenture hereafter duly authorized and entered into between the Council and the Trustee, supplementing, modifYing or amending the 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 as listed on Annex A to the 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 Wachovia Ba~ National Association, as Trustee, or any successor thereto under the Indenture. 9 193 ARTICLE II 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) Organization 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 tbe Council and the Bond Insurer that materially and adversely affects or, except fOf 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, Bane 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, Bane of America Securities LLC, as underwriter ofthe Bonds and the Bond Insurer in writing which materially affects adversely or is likely to materially affect adversely the financial condition of the Borrower~ ot its ability to make the payments under this Agreement when and as the same become due and payable. (c) Pending Litigation. To the knowledge of the Borrower there are no proceedings pending, or to the knowledge oftbe 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) 0 f the Borrower, or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Agreement. (d) Borrowing Legal and Authorized. The execution and delivery ofthis Agreement and the consummation of the transactions provided for in this Agreement and compliance by the Borrower with the provisions ofthi8 Agreement: 10 194 (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 tenns, 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 oftime 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 vio latiori 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 permits, approvals and findings of non-reviewability required as ofthe date hereofby any governmental body or officer for the acquisition and/or installation ofthe Project, including construction and renovation work, the financing or refinancing thereof or the reimbursement ofthe Borrower therefor, or the use of such Project, and, prior to the Loan, the Borrower will obtain all other such pem1its, 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 oflaw requiring any notification, declaration, filing or registration with 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, fmancing 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 ofthe Borrower as a condition 11 195 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. (l) The Borrower will app ly the proceeds of the Loan from the Council solely for the financing forthe 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 ev~nt prior to May 17, 2005, use the remainder of the amounts listed in Exhibit A and any investment earnings thereon to pay the cost ofthe 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 o( the Councilor 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 ofa 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 May 17, 2005. Borrower will provide the Trustee with a requisition in the fonn of the requisition attached hereto as Exhibit E for the expenditure of the remaining amounts ofthe Loan in the Project Loan Fund. (2) Items of cost ofthe 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, ofthe Bond Insurer and the Council and Borrower's Counsel fees), but not operating expenses. (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 responsib Ie 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 ofthe proceeds ofthe Bonds which are in its control at any time during the tenn ofthe Bonds which would cause such Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code. 12 196 (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) Project. All items constituting the Project are permitted to be financed with the proceeds of the Bonds and the Loan pursuant to the Act. G) Compliance with Interlocal Act and Interlocal Agreement. All agreements and transactions provided for herein or contemplated hereby are in full compliance with'the terms of the Interlocal Agreement alld the Interlocal Act. SECTION 2.02. Covenants of :Borrower. The Borrower makes the following covenants and representations as ofthe 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 hereinafter 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 oft~e Holders of any of the Bonds 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 pr9vision 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 ye'ars) must cover projected maximum annual debt service on debt secured by and/or payable solely from such 13 197 Non-Ad Valorem Revenues by at least 1.5x; and (ii) projected maximum annual debt service requirements for aU 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 Oi) any debt proceeds, and based on the Borrower's audited financial statements (average of actual receipts of the prior two years). For the purposes ofthese 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 of 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 chieffmancial officer shall, at the reasonable request ofthe Bond Insurer, discuss Borrower's 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 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. (1) Keeping 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 Borrowerts independent auditors) reflecting all of its financial transactions. (g) Payment of Taxes, Etc. The Borrower shall pay all legally contracted obligations when due and shall pay all taxes, assessments and governmental charges Of 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, ifunpaid, might become a lien or charge upon any o fits propeliies, provided that it shall not be required to pay any such tax, assessment, charge, levy or 14 198 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 oflegally 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 govenunental 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 hereofthat the interest on the Bonds not be included within the gross income of the holders thereof for federal incom~ tax purposes.: in furtherance thereof,the Borrower arid 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 mcome. 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 tenn 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 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 and Olive, P .A. to the Borrower and the Council simultaneously with the issuance 0 f 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 onthe 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 ofthe 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 consti tute a mortgage or lien 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 15 199 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 pennissible 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 ofthe Borrower hereunder shall be construed as a pledge of or a lien on all or any legally available Non-Ad Valorem Revenues ofthe 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 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 ~ 1 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 tennsand 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. 16 200 ARTICLE III THE LOAN 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 $6,528,627.15 ($6,500,000 par amount of Bonds plus $28,627.15 reoffering premium). This amount includes a discount equal to 1.9403% ofthe borrowed sum which reflects the Borrower1s share of the cost ofthe initial issuance of the Bonds subject to the tenns and conditions contained in this Loan Agreement and in the Indenture. The amounts advanced net of the discount 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 Borrower1s 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. 17 201 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 du~ under this Loan Agreement and . all amounts not theretofore pai~ shall be due and payable at the times and in the amounts set forth in Exhibit D attached· hereto; provid~d, howev~r, that all.cQvehants and all obligations provided hereunder specified to so survive (including the obligaticm 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. UpOll 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 ordinance of the Borrower substantially in the form of Exhibit B attached hereto; (b) An opinion of the Borr~wer's Counsel in the form of Exhibit C attached hereto to the effect that the Loan Agreement is a valid and binding obligation ofthe 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 Borrower's 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 ofprojected 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 May 17, 2005, and that the projected expenditures are based on the reasonable expectations 0 f the Borrower having due regard for its capital needs and the revenues available for the repayment thereof. (e) This executed Loan Agreement; 18 202 (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 ofthe Closing. 19 203 ARTICLE V LOAN REP A YMENTS 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 ~an shall be repaid in Basic Payments, consisting of: (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 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 October 20th and April 20th, or if such day is not a Business Day, the next preceding Business Day (a "Loan Repayment Date"), commencing October 20, 2002, and extending through April 20, 2032, unless the due date of the Basic Payments is accelerated pursuant to the tenns 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 oftne Surety Bond, all in accordance with Section 4.08 ofthe fudenture. The Borrower hereby agr~es 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 ofthe fudenture. SECTION 5.03. Payment of Additional Payments. In addition to Basic Payments, Borrower agrees to pay on demand of the Councilor the Trustee, the following Additi(Jnal Payments: (a) (i) Borrower's Proportionate Share of: the annual fees or expenses ofthe Council, if any, inCluding the fees 0 f any provider of arbitrage rebate calculations; the Bond Insurance Premium ofthe Bond Insurer (to the extent not previously paid from the Cost ofIssuance Fund); the fees of the Program Administrator and the fees ofthe rating agencies (to the extent not previously paid from the Cost ofIssuance Fund); and (ii) Borrower's equal share ofthe annual fees of the Trustee; annual fees of the Registrar and Paying Agent; and the Surety Bond premium ofthe Surety Bond Provider and 20 204 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 comlection 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 Borrower's Loan, which obligation shall survive the tennination of this Loan Agreement. (c) For repayment ofthe 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 Borrower's 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) ofthe Indenture undertaken in order to reinstate the Surety Bond. The Borrower shall repay such anlOunt drawn on the Surety Bond due to the Borrower's 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. 21 205 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 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. Ifpast-due Loan Repayments are later 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 fi·om 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 ofthis 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 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. -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. 22 206 ARTICLE VI DEFEASANCE This Loan Agreement shall centinue to' be obligatory and binding upon the Borrewer in the perfermance efthe ebligatiens impesed by this Loan Agreement and the repayment of all sums due by the Borrewer under this Loan Agreement shall centinue to' be secured by this Loan Agreementas previded herein until all ef the indebtedness and all ef the payments required to' be made by the Borrewer shall be fully paid to' the Ceuncil, the Trustee or the Bend Insurer. Previded, hewever, if, at any time, the Borrewer shall have paid, er shall have made previsien fer payment of, the principal ameunt efthe Lean, interest thereen and redemption premiurns, ifany, with respect to the Bonds and shall have paid all amounts due pursuant to' Section 5.03 hereof, then, and.in that event, the cevenant regarding the Nen-Ad Valerem'Revenues and the lien en the revenues pledged, if any, to the Ceuncil ,for the benefit efthe helders efthe Bends shall be nO' lenger in effect and all future ebligatiens efthe Borrewer under this Loan Agreement shall cease. For purpeses efthe preceding sentence, depesit ef sufficient cash andier Gevernmental Obligations in irrevocable trust with a banking institutien er trust cempany, fer the sele benefit ef the Ceuncil in respect to' which such Gevernmental Obligations, the principal and interest received will be sufficient (as reflected in an accountants verificatien repert previded to' the Trustee by the Borrewer) to' make timely payment efthe principal, interest and redemptien premiums, if any, en the Outstanding Bends, shall be censidered "previsien fer payment. " Nothing herein shall be deemed to' require the Council to' call any ef the eutstanding Bends fer redemptien prior to maturity pursuant to' any applicable eptienal redemptien previsiens, or to' impair the discretien efthe Ceuncil in determining whether to' exercise any such optien fer early redemptien. If the Borrewer shall make advance payments to' the Ceuncil in an ameunt sufficient to' retire the Loan efthe Berrewer, including redemption premium and accrued interest to' the next succeeding redemptien date ef the Bends, all future ebligatiens ef the Borrewer under this Loan Agreement shall cease, including the ebligatiens under Sectien 5.03 hereef, except as previded in Sectien 4.02 heree£ Hewever, prier to' making such payments, the Berrewer shall give at least 35 days' netice by certified or registered mail to' the Ceuncil. 23 207 ARTICLE VII 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 0 f 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 shall be entit1ed to act hereunder and thereunder in the place and stead of the Council whether or not the Bonds are in default. SECTION 7.02. Assignmentby 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. 24 208 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 ofthirty (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; (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 25 209 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 Borrower is a party evidencing, securing or otherwise respecting any indebtedness ofthe 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 Borrower, or shall be declared to be null and void, or the validity or enforceabilityofthis Loan Agryement shall be contested by Borrower or any governmental agency or authority, or if Borrower shall deny any further liability or obligation tinder thIS Loan Agreement; or (j) Final judgment for the payment of money in the amount of $250,000 or more is rendered against Borrower-and at any time after 90 days from the entry thereof, unless otherwise provided in the final judgment, (i) suchjudgrnent shall not have been discharged, or (ii) Borrower shall not have taken and be diligently prosecuting an appeaftherefrom or from the order, decree or process upon which or pursuant to which suchjudgrnent shall have been granted or entered, and have caused the execution of or levy under such judgment, order, decree or process or the enforcement thereofto have been stayed pending detennination of such appeal, provided that such execution and levy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) Borrower is not ob ligated 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 oftim~ or the giving ofnotice 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 Councilor the Trustee shall, with the written consent of the Bond Insurer Of 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: (a) Declare all Loan Repayments, in an amount equal to 100% ofthe 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 26 210 immediately due and payable, and upon notice to the Borrower the same shall become immediately due and payable by the Borrower withou~ 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 ofits 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 VID, it shall not be necessary to give any notice other than such notice' as may be required in this Article VID. SECTION 8.06. Application of Moneys. Any moneys collected by the Councilor the Trustee pursuant to Section 8.03 hereof shall be applied (a) first, to pay any attorney's fees or other expenses owed by 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 corne due simultaneously, as in (a) through (d) in this Section 8.06). 27 211 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: Bond Insurer: Trustee: . Florida Municipal Loan Council c/o Florida League of Cities 301 South Bronough Street Tallahassee, Florida 32301 MBIA. Insurance Corporation 113 King Street Armonk, New York 10504 Wachovia Bank, National Association Corporate Trust Department 225 Water Street, 3rd Floor Jacksonville, Florida 32202 For purposes other than presentation of Bonds for transfer, exchange or payment: Borrower: Wachovia Bank, National Association Corporate Trust Department 225 Water Street, 3 rd Floor Jacksonville, Florida32202 '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 cotnmunications 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. 28 212 SECTION 9.03. Severability. In the event any provision ofthe 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, that no such amendment shall be effective unless it shall have been consented to in writing by the Bond hlsurer. ' 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{orth in this Loan Agreement, are hereby declared to be for the benefit ofthe 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 fudenture to its Program Administrator, including the direction to make investments in accordance with Article VJI 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 Councilor 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 Councilor the Borrower, either directly or through the Councilor 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 liabili,ty 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. 29 213 SECTION 9.10. Captions. The captions or headings in this Loan Agreement are for convenience only and in no way d0fine, limit or describe the scope or intent of any pro~isions 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 ob ligation herein imposed upon the 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 here from, as hereinabove provided. SECTION 9.12. Payments Due on Holidays. With the exception of Basic Payments, if the date for 111.aking 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 ofa 360-dayyear 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 time) 011 any day shall be deemed received on the following Business Day. [Remainder of page intentionally left blank] 30 214 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 nanle 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: ichael Sittig Title: Executive Director 31 FLORIDA MUNICIPAL LOAN COUNCIL BY:~~'=1 Name: Raul Martinez ' Title: Chainnan 215 (SEAL) ATTESTED BY: ~~~ Title: City Clerk Approved as to form and correctness this 17th day of May, 2002. LOAN AGREEMENT CITY OF SOUTH MIAMI, FLORIDA By:_"----"~""_"~~~· ---L.-~_=_ __ ' __ Name: Julio Robaina Title: Mayor ~~§~ Title: Attorney 32 216 EXHIBIT A CITY OF SOUTH MIAMI, FLORIDA USE OF LOAN PROCEEDS DESCRIPTION OF PROJECT TO BE ACQUlRED OR CONSTRUCTED PROJECT Construction of a parking garage A-I TOTAL AMOUNT TO BE FINANCED $6,500,000 217 ORDINANCE NO. 4-02-1-772 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, RELATING Tq 73 RD STREET RETAIL AND PARKING GARAGE CONSTRUCTION FUNDS, AUTHORIZING THE NEGOTIATION OF A LOAN IN AN AGGREGATE AMOUNT NOT TO EXCEED $8,000,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING TIIE EXECUTION AND DELIVERY OF A LOA1~ AGREEMENT WITH THE FLORIDA MUNICIPAL LOAN COUNCIL~ APPROVING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREE11ENT; APPROVING THE EXECUTION AND DELIVERY OF A DISCLOSURE AGREEMENT; PROVIDING eERT AIN OTHER MATTERS IN CONNECTION WITH THE 1vtAKING OF SUCH LOAN; PROVIDING FOR ORDINANCES IN CONFLICT; SEVERABILITY AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units (the "Members lt ) have created the Florida Municipal Loan Council (the "Council") pursuant to a certain Inter-local 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 "Staten); and WHEREAS, the City 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 VlHEREAS, the City possesses the ability to finance such projects on its own, iput has determined that a pooled financing program involving a limited number oflocal governmeDJalubits which regularly undertake projects requiring significant debt financing within the Stat~ dt~Florida would provide for JO\V cost financing or refinancing of such projects through economies of scale, adrrunistrative 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 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 oftaxes or revenues or by a general obligation; and WHEREAS, by pooling the respective financial needs of these certain various local governmental units) the City wiH be able to access additional markets and expects to receive the benefits oflower interest rates on more favorable terms associated with such a large scaJe financing with such benefits being obtained for and inuring to the City; and WHEREAS, the Council is in the proc.ess of issuing its Florida Municipal Loan Council Revel}:ue Bonds, Seri·es 2001 A (the "Bonds!!) and is seeking to make loans (the "Loans") to gove·mmental u'~lfs; and .. 218 WHEREAS, it is hereby determined that a need exists to borrow funds to finance the acquisition, development, and construction of a mixed-use facility of retail and parking garage in the downto~:n business district as previously approved by the City Commission; and WHEREAS, it is determined to be in the best interest of the City to borrow funds from the Council from the proceeds of the Bonds to finance the cost of the Project. NO\V THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY CO:rvr:MISSION OF THE CITY OF SOUTH MIAMI, FLORIDA as follows: SECTION 1. A UTHORTTY. This Ordinance is adopted pursuant to Chapter 166, Florida Statutes and other applicable provisions of Jaw. SECTION 2. PROJECT. The refinancing andlor financing of the construction of the parking garage and retail facility is hereby approved. SECTION 3. NEGOTL<\ TED LOAN. Due to the complicated nature of the financing and the ability of the Council to access additional markets and for the City to receive the benefits ofJower interest rates and issuance costs, it is hereby determined that it is in the best interest ofthe City that the Loan to the City be made from the proceeds of the Bonds, as opposed to the City borrowing funds pursuant to a public sale" SECTION 4. LOAN AlYIOUNT. The amount of the Loan of the City"evidenced by the Loan Agreement shall not exceed $3,000,000. 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 wjth such changes, insertions and omissi~ns as may be approved by 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 City Manager is hereby authorized and directed to execute and deliver a Loan Agreement to evidence the Loan, to be entered into by and between the City and the Council. Further, the City Manager is 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, to be entered into by and between the Underwriter, t)1e City and the Council. SECTION 6. RATES. The City Manager is bereby authorized to approve the final rates of interf(~t on~theJ??nds, and the reqemption provisions thereof, jf any, on behalf of the Borrower. The 2 219 City Manager is hereby authorized and directed to execute and deliver a Bond Purchase Agreement, to be entered into by and between the Underwriter, the City and the Council. SECTION 7. INDEN·TURE. The City hereby acknowledges and consents to the Bonds being issued pursuant to a Trust Indenture (the Alndenture:::) to be executed by the Council and a bank or trust company to be selected as Trustee, by the Council. SECTION 8. OTHER INSTRUMENTS. The City Manager is hereby authorized and directed to execute any and all cert:ificat'ions 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. All action taken to date by the City Manager in furtherance of the issuance of the Bonds and the making ofthe Loan is hereby approved, confirmed and ratified .. SECTION 9. ADDITIONAL .INFOR1'\r[A TION. The Loan Agreement shaH not be executed and delivered unless and until the City has received all information required by Section 218.385, Florida Statutes. . SECTION 10. ADDITIONAL TERl\1S. Pursuant to subsequent resolution, the City may establish such additional terms as it may so determine to be in the best interests of the City. SECTION 11. SEVERABILITY Ifany section, clause, sentence or phase oftrus ordinance is for any reason heJd invalid or'unconstitutional by a court of competent jurisdiction the holding shall not affect the validity of the remaining portions ofthis ordinance. SECTION 12. REPEALER All ordinances or parts 'of ordinances in conflict vlith prov1sions of this ordinance is hereby repealed. SECTION 11. EFFECTIVE DATE. This Ordinance shall take effect imrnediatelyupon its adoption. PASSED M'D ADOPTED this 16th day of Apr i 1 .• 2002. ATTEST: ;; n .('/1 ~~-'7-'.-f, i / / ·c&... .. .!.!.a..:, ~ /~f...t.;"·!.t""'l. . CITY CLERK <) . .... 1st Reading -4/2/02 2nd ReadipR--4/16102 . READ AND APPROVED AS TO FORM: CITY. ATTDRJ\ffiY l 'r' ~ COMMISSION VOTE: 5-0 Mayor Robaina: Yea Vice Mayor Russell: Yea Commissioner Feliu: Yea Commissioner· Bethel: Yea Commissioner Wiscombe: Yea 3 220 Orn_ No. 4-0?-177? EXHIBITB CERTIFIED ORDINANCE OF THE BORROWER See Document No. Vll.ll.(c) B-1 221 EXHIBITC OPJNION OF BORROWERiS COUNSEL [Letterhead of Counsel to Borrower] Florida Municipal Loan Council c/o League of Cities, .Inc. 301 Bronough Street Tallahassee, Florida 32301 Bryant, Miller and Olive, P.A. 101 East Kennedy Blvd., Suite 2100 Tampa, Florida 33602 MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Gentlemen: May 17, 2002 Wachovia Bank, National Association Corporate Trust Department 225 Water Street, 3rd Floor Jacksonville, Florida 32202 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 "Councir') 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 May 1, 2002 (the I'Loan Agreementll ), 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 ofthis opinion, including applicable laws, and ordinances adopted by the City Council of the Borrower, the Loan Agreement, a Trust Indenture dated as of May 1, 2002 (the "Indenture") between the Council and Wachovia Bank, National Association, as trustee (the "Trustee"), Ordinance No. 4-02-1772 enacted by the Borrower on April 16,2002 (the "Ordinance"), the ContinuingDisclosure Agreement dated May 17,2002 between the Borrower and the Florida League of Cities, Inc., as dissemination agent (the "Continuing Disclosure Agreement") and the Bond Purchase Contract dated April 26, 2002 (the "Bond Purchase Contract") among the Council, the Borrower, the other '~Borrowers" identified therein and Banc of America Securities LLC. Based on such review, and such other considerations oflaw and fact as we believe to be relevant, we are of the opinion that: C-l 222 (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws ofthe State of Florida and under the provisions ofthe 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 adopt 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 banlauptcy, 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 eq~ity; and to the sovereign police powers ofthe State of Florida and the constitutional powers ofthe United States of America. (c) The execution and delivery ofthe 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 construction 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 govennnental 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 govennnental 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 rllsurer and which, if 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. 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, C-2 223 EXHIBITD $6,500,000 Florida Municipal Loan Council, Series 2002A South Miami NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I 1110112002 162,112.50 162,112.50 5/0112003 105,000.00 3.250% 162,112.50 267,112.50 1110112003 160,406.25 160,406.25 5/0112004 105,000.00 3.750% 160,406.25 265,406.25 1lI01/2004 158,437.50 158,437.50 5/0112005 110,000.00 5.000% 158,437.50 268,437.50 1110112005 155,687.50 155,687.50 5/0112006 115,000.00 5.000% 155,687.50 270,687.50 1110112006 152,812.50 152,812.50 5/0112007 120,000.00 4.000% 152,812.50 272,812.50 11101/2007 150,412.50 150,412.50 5/0112008 125,000.00 4.000% 150,412.50 275,412.50 11/01l200a 147,912.50 147,912.50 5/0112009 130,000.00 4.000"10 147,912.50 277,912.50 11/0112009 145,31250 145,312.50 5/0112010 135,000.00 4.000% 145,312.50 280,312.50 11/01/2010 142,612.50 142,612.50 5/0l/2011 140,000.00 4.125% 142,612.50 282,612.50 1110112011 139,725.00 139,725.00 5/0112012 150,000.00 5.000% 139,725.00 289,725.00 1110112012 135,975.00 135,975.00 510112013 I55,OOO.0(} 5.500"10 13S,975.0(} 290,975.00 11/0112013 131.712.50 ·131,712.50 5/0112014 16S,000.0(} 5500% 131,712.50 296,712.50 1110112014 127,175.00 127,175.00 510112015 1 75,oo(}.00 5500% 127,175.00 302,175.00 11101/2015 122,362.50 122,362.50 510112016 180,000.00 5.500% 122,362.50 302,362.50· 1110112016 117,412.50 117,412.50 5101/2017 190,O(}O.00 5.500% 117,412.50 307,412.50 11101/2017 112,187.50 112,187.50 510112018 20~,OOO.O(} 5.500% 112,187.50 312,187.50 1110112018 106,687.50 106,687.S(} 5/01/2019 215,000.00 5.500% 106,687.50 321,687.50 11101/2019 10(},775.00 100,775.00 510112020 225,000.00 5.(}00% l(}O,775.00 325,775.00 IIIO~12020 95,150.00 95,150.00 5/0112021 235,000.00 5.000% 95,150.00 330,150.00 1110112021 89,275.00 89,275.00 510112022 250,000.00 5.000% 89,275.00 339,275.00 11/01/2022 83,025.00 83,025.00 5/0112023 260,000.00 5.000% 83,025.00 343,025.00 1110112023 76,525.00 76,525.00 5/0112024 275,000.00 5.000% 76,525.00 351,525.00 llJOI/2024 69,650.00 69,650.00 5/0112025 285,000.00 5.000% 69,650.00 354,650.00 11/0112025 62,525.00 62,525.00 5/0112026 300,000.00 5.000% 62,525.00 362,525.00 11/01/2026 55,025.00 55,025.00 5/0112027 315,000.00 5.000% 55,025.00 370,025.00 1lI0112027 47,150.00 47,150.00 5/0112028 335,000.00 5.125% 47,150.00 382,150.00 !1I0112028 38,565.63 38,565.63 5/0[12029 350,000.00 5.125% 38,565.63 388,565.63 11/0112029 29,596.88 29,596.88 510l/2030 365,000.00 5.125% 29,596.88 394,596.88 1110112030 20,243.75 20,243.75' 5/0112031 385,000.00 5.125% 20,243.75 405,243.75 1110112031 10,378.13 10,378.13 5/01/2032 405,000.00 5.125% 10,378.13 415,378.13 224 EXHlBIT E TO LOAN AGREEMENT FORM OF REQUISITION CERTIFICATE TO: WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE FROM: CITY OF SOUTH MIAMI, FLORIDA (THE "BORROWER") SUBJECT: LOAN AGREEMENT DATED AS OF THE 1 ST DAY OF MAY, 2002 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 ofthe 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 ______ _ J:\BONOS\2002\41l8.04\SMlAMl\l.A.2.DOC May 8, 2002 CITY OF SOUTH MIAMI, FLORIDA By: --------------~----------Name: --------------------------Title: ------------~----------- B-1 225 CLOSlNG DOCUMENT NO. Vll.l1(b) CERTIFICATE OF BORROWER We, the undersigned Mayor and City Clerk of the City of South Miami, Florida (the "Borrowertr), hereby represent; warrant and covenant to the Florida Municipal Loan Council (the "Council") and MBIA Insurance Corporation (the "Bond Insurer") that: (1) The Borrower is duly organized and existing as a municipality under the laws of the State of Florida. (2) the Borrower has full right, power and authority to enter into and execute the Bond Purchase Contract, the Loan Agreement, the Continuing Disclosure Agreement, to approve those portions of the Official Statement applicable to the Borrower, the Trust Indenture and the Bonds, and to perform any acts required to be performed by the Borrower in such documents. (3) The statements and information relating to the Borrower in the Official Statement under the captions "THE BORROWERS", "PURPOSE OF THE BONDS'., "LITIGATION", and "CONTINUING DISCLOSUREfI and the information in Appendices A-P thereto relating to the Borrower and any other written statements furnished by the Borrower to the Council and the Bond Insurer are true and correct in all material respects, and do 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, either as of its date or the date hereof. (4) There is no fact known to the Borrower which the Borrower has not disclosed to the Council, the Bond IIisurer and the Underwriter in writing which materially affects adversely or is likely to materially affect adversely the financi~l'condition of the Borrower or its ability to make the payments under the Loan Agreement 'when and as the same become due and payable. (5) No material adverse change has occurred since the date of submission of the Bond Insurer's municipal bond insurance commitment which would (A) affect the security or credit of, or the validity of, the Loan Agreement; (B) cause any of the documentation or information previously submitted to the Bond Insurer by or on behalf ofthe Borrower to be untrue or misleading, or (C) give cause to allow the Trustee the right not to make such Loan to the BOlTower. (6) Except as described in the Official Statement, there is no action, suit, referendum, proceeding, inquiry or investigation at law or in equity or before or by any court, governmental agency, arbitrator, authority, public board or body pending or, to the knowledge of the Borrower threatened, against or affecting the Borrower wherein an unfavorable decision, ruling or finding would materially and adversely affect (i) the transactions contemplated in the Bond Purchase Contract or in the Official Statement, (ii) the issuance or sale ofthe Bonds, (iii) the existence of the Borrower or the titles of its respective officers to their respective offices, (iv) the collection of 226 revenues by the Borrower fr?m which the Borrower is obligated to make payments under the Loan Agreement, (v) the financial condition of the Borrower, (vi) the federal tax-exempt status of the interest on the Bonds, (vii) the validity or enforceability of the Loan Agreement, the Continuing Disclosure Agreement, the Trust Indenture, the Bonds, or the Bond Purchase Contract, (viii) the power of the Borrower to execute, deliver or approve such documents, (viii) the business, properties, assets or financial condition of the Borrower or (ix) the ability ofthe Borrower to comply with its obligations under the Loan Agreement, the Continuing Disclosure Agreement, the Trust Indenture, the Bond Purchase Contract or the transactions contemplated by the Official Statement. . (7) 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. All the property refinanced, whether directly or indirectly, by the Borrower with the .proceeds of the Bonds is and will be owned by the Borrower. (8) All representations and warranties contained in the Loan Agreement and in the Bond Purchase Contract dated April 26, 2002 ofthe Borrower are true, accurate and correct as of the date hereof. (9) The Borrower has not since December 31, 1975 been in default as to the payment of principal or interest on any obligation issued or guaranteed by it or on its behalf. (10) The Borrower has duly authorized all necessary action to be taken by it for: (i) the issuance and sale 0 f the Bonds by the Council upon the terms and conditions set forth in the Bond Purchase Contract, in the Official Statement and in the Trust Indenture; (ii) the approval of the Official Statement, the Bonds and the Trust Indenture; (iii) the execution and delivery of the Bond . Purchase Contract, the Continuing Disclosure Agreement and the Loan Agreement; and (iv) any and all such other agreements and documents as may be required to be executed, delivered or received by the Borrower in order to carry out,effectuate and consummate the transactions contemplated therein. (11) As of the date hereof the Borrower is in comp~iance with all covenants contained in Section 2.02(a) of the Loan Agreement and is not in default under any provision of the Loan Agreement. (12) The audited financial statements and other financial information of the Borrower contained in the Official Statement present fairly the financial position of the Borrower as of the dates indicated and the results of its operations for the periods specified; the financial reports and statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects to the periods involved, except as may otherwise be stated in the notes thereto; and there has been no material adverse change in the condition, finaricial or otherwise, of the Borrower from that date set forth in the audited financial statements, and the Borro~er has not incurred any material liabilities since the date of the financial statements. (13) The proceeds of the Bonds loaned to the Borrower will not be used in any way that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. 227 (14) The execution and delivery ofthe Bond Purchase Contract, the Continuing Disclosure Agreement and the Loan Agreement and the other documents contemplated therein and in the Official Statement, the approval by the Borrower of the Bonds and the Trust Indenture, the application of the proceeds from the sale of the Bonds, together with certain other moneys and securities, for the purposes set forth in the Official Statement, and the compliance by the Borrower with the provisions hereof and thereof, under the circumstances contemplated therein, will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under either the Borrower's charter or under any ordinance, resolution, indenture, mortgage; deed of trust, loan agreement, contract or any agreement Of other instrument of the Borrower to which the Borrower is a party, or orany existing law, administrative regulation, court order or consent decree to which the Borrower or the Borrower's property is subject. (15) No default,eventofdefault or event which, with the giving of notice or the passage of time, or both, would constitute a default or an event of default under the Trust Indenture, the Loan Agreement or under any document executed by the Borrower relating to the Bonds, has occurred and is continuing. (16) The Borrower has not taken or omi tted to take any action, and knows of no action that· any other person has taken or omitted to take, which would cause the interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes, and covenants that it will not take any action or omit to take any action which could have such result. (17) The Borrower is not now, and as of the date of Closing will not be, in default with respect to any agreement to which the Borrower is a party which could have a material financial impact on the Borrower or which could materially and adversely affect the ability ofthe Borrower to consummate the transactions contemplated by the Official Statement. (18) All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Contract. (Remainder of page intentionally left blank) 228 Executed this 17 th day of May, 2002. J:\BONDS\Z002\4118.04\SMiami\Close\No-07·11b.doc A CITY OF SOUTH MIAMI, FLORIDA By: ~./~ Name: Julio Robaina Title: Mayor By: ;(~::f7fo Name: Ronetta Taylor Title: City Clerk . 229 CLOSING DOCUMENT NO. VlI.ll(c) CERTIFICATE OF CITY CLERK I HEREBY CERTIFY that: 1. I am the duly appointed and qualified City Clerk of the CitY of South Miami, Florida, and keeper of the records thereof, including the minutes of its proceedings; 2. The copy of the instrument annexed hereto entitled: AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAML FLORIDA, RELATING TO 73 RD STREET RETAIL AND P ARKlNG GARAGE CONSTRUCTION FUNDS, AUTHORIZING THE NEGOTIATION OF A LOAN IN AN AGGREGATE AMOUNT NOT TO EXCEED $8,000,000 FROM THE FLORIDA MUNICIPAL LOAN COUNCIL; APPROVING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH THE FLORIDA MUNlCIP AL LOAN COUNCIL; APPROVING THE EXECUTION AND DELIVERY OF A BOND PURHASE AGREEMENT; APPROVING THE EXECUTION AND DELIVERY OF A DISCLOSURE AGREEMENT; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE MAKJNG OF SUCH LOAN; PROVIDING FOR ORDINANCES IN CONFLICT; SEVERABILITY AND PROVIDING AN EFFECTNE DATE. is a true, correct and compared copy of the original instrument on file and of record, enacted at a meeting held on April 16, 2002, which was duly convened· in conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instrument hereinabove mentioned was duly proposed, considered and adopted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of said instrument have been duly.fulfilled, carried out and otherwise obserVed . . DATED~this 17th day of May, 2002. (SEAL) By:d~ City Clerk C:\ WINDOWS\ Temporary Internet Files \OLKA 140\NIJoo07; llc.doc 230 NAGINGALLOP FIGUEREDO EA . Attorneys & Counselors Telephone: (305) 854-5353 3225 Aviation Avenue -Third Floor Miami, Florida 33133-4741 Facsimile: (305) 854-5351 Florida Municipal Loan Council c/o League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 32301 Bryant, Miller and Olive, P.A. 101 East Kennedy Blvd., Suite 2100 Tampa, Florida 33602 MBIA Insurance Corporation 113 King Street Annonk, New York 10504 Ladies and Gentlemen: May 17,2002 Wachovia Bank, National Association Corporate Trust Department 225 Water Street, 3rd Floor Jacksonville, Florida 32202 Banc of America Securities LLC 1640 Gulf-to-Bay Boulevard Clearwater, Florida 33755 We are counsel to the City of South Miami, Florida (the tlBorrowerU ), 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 ~ds to [mance 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 May 1,2002 (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 Council ofthe Borrower, the Loan Agreement, a Trust Indenture dated as· of May 1, 2002 (the "Indenture") between the Council and Wachovia Bank, National Association, as trustee (the "Trustee"), Ordinance No. 4-02-1772 enacted by the Borrower on April 16,2002 (the "Ordinance"),. the Continuing Disclosure Agreement 'dated May 17,2002 between the Borrower and the Florida League of Cities, Inc., as dissemination agent (the "Continuing Disclosure Agreement") and the Bond Purchase Contract dated Apri126, 2002 (the "Bond Purchase Contract") among the Council, the Borrower, the other "Borrowers" identified therein and Bane of America Securities LLC. Based on such review, and such other considerations of law and fact as we believe 231 Letter to Florida Municipal Loan Council, Wachovia Bank, National Association, Bryant, Miller and Olive, P.A., Banc of America Securities, LLC., and MBIA Insurance Corporation May 17, 2002 Page 2 of3 to be relevant, we are ofthe opinion that: (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws of the State of Florida and undetthe provisions of the Constitution and laws . of the State of Florida. The Borrower has the leg~ right and all reqUisite power and authority to enter into the Loan Agreem·ent, to adopt the Ordinance imd to consummate the transactions contemplated thereby and otherwise to carry on its activities and own its property. (b) The Borrower has duly enacted the Ordinance and authorized, executed and delivered the Loan Agreement, the Bond Purchase Contract and the Continuing Disclosure Agreement, and such instruments are legal and binding obligations ofthe Borrower enforceable against the Borrower in accordance with its terms, except to the extent that the enforceability hereof may be subject to banlauptcy, 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 construction 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 110 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, if 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. 232 Letter to Florida Municipal Loan Council, Wachovia Bank) National Association, Bryant, Miller and Olive, P.A., Banc of America Securities, LLC., and MBIA Insurance Corporation May 17, 2002 Page 3 of3 ( 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 ofthe Project. 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 F ederallaws or the laws of the State of Florida. LRF/glr 233 TALLAHASSEE THE ElCOlANGE BUILDING 20l SOtmIMONROESTREET SUlTE500 TALLAHASSEE, FLORIDA 32301 TELEPHONE: (850) 222-8611 F AcsrMlLE: (850) 222-8969 M1AMI~DADE GAllLllS EXECUTIVE CENTER 2655 LEJEUNE ROAP, SUITE 511 CORALGAllLES, FLOlUDA33134 TELEPHONE: (305) 779-3057 FACSIMlE.E: (305) 779-3058 ILA "\W (Q)lFJF1ia~ BRYANT, MILLER AND OLIVE, P.A. BANK OF AMERICA PLAZA 101 EAST KENNEDY BOULEVARD, SUlTE2100 TAMPA, FLORIDA 33602 TELEPHONE: (813) 273-6677 FACSIMILE: (813) 223-2705 May 17, 2002 ORLANDO CENTURY PLAZA 135 WEST CENTRAL BOUlEVARD SUlTE1230 ORLANDO, FWRIDA32801 TELEPHONE: (407) 4.26-7001 FACSIMlE.!!: (407) 426-7262 ATLANTA 430 MARGATE AUANTA; GEORGIA 30328 TELEPHONE: (770) 399-7700 FACSIMlE.E: (770) 399-6%2 CLOSING DOCUMENT NO. VII.11(e) City Commission City of South Miami, Florida Miami, Florida Florida Municipal Loan Council Tallahassee, Florida MBIA Insurance Corporation Armonk, New York Wachovia Bank, National Association Jacksonville, Florida Re: $49,775,000 Florida Municipal Loan Council Revenue Bonds, Series 2002A Ladies and Gentlemen: We have acted as bond counsel to Florida Municipal Loan Council (the "Council") in connection with the issuance by the Council of the referenced Bonds. This opinion is rendered pursuant to Section 4.03 of the Loan Agreement hereinafter described, and in connection therewith we have examined the following: 1. The Loan Agreement dated as of May 1,2002, by and between the Council and the· City of South Miami, Florida (the "Borrower") borrowing proceeds of the Bonds (the "Loan"), hereinafter called the "Loan Agreement"; 234 May 17, 2002 Page 2 2. The Trust Indenture dated as of May 1, 2002 (the "Indenture"), by and between the Council and Wachovia Bank, National Association, as trustee (the "Trustee"); 3. Chapter 163, Part I, Florida Statutes; Chapter 159, Part I, Florida Statutes; Chapter 166, Part II, Florida Statutes; Chapter 125, Part 1, Florida Statutes, as amended (collectively hereinafter referred to as the "Act"); 4. Resolution of the Council adopted April 11, 2002, approving the Loan Agreement (the "Resolution"); 5. A final judgment dated March 15, 1999, validating the Bonds, rendered by the Circuit Court of the Second Judicial Circuit of Florida in and for Leon County, Florida, and related proceedings; and 6. Such other documents and proceedings as we have deemed relevant. From such examination we are of the opinion that the financing, refinancing or reimbursement to the Borrower from Loan proceeds pursuant to the Loan Agreement is permitted under the Act, the Indenture and the Resolution and will not, by itself, cause 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 ofthe Bonds. In rendering such opinion we have assumed compliance by the Borrower with certain provisions of the Loan Agreement and have relied upon opinions of counsel to the Borrower to the effect that such Loan Agreement constitutes a legal, valid and binding obligation of the Borrower. We have not in any manner passed on the validity or enforceabi~ity 9fthe Loan Agreement. No one other than the addressees may rely on this opinion. Very truly yours, BRYANT, MILLER AND OLIVE, P.A. frWt ~ ad t1tfe / /.;!. J :"\BONDS"\ZOOZ"\4118 ,04"\SMiami"\Close "\No-07· lie.doc 235 Form 8038 ... G (Rev. November 2060) Department of the Treasury Internal Revenue SelVice Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) OMB No. 1545-072.0 ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. Issuer's name City of South Miami, Florida 3 Number and street (or P.O. box if mail is not delivered to street address) 6130 Sunset Drive 5 City, town, or post office, state, and ZIP code Miami, Florida 33143 7 Name of issue Florida Municipal Loan Council Revenue Bonds, Series 2002A 9 officer or legal representative whom the IRS may call for more information Bond Counsel 11 0 Education 12 0 Health and hospital 13 0 Transportation • . 14 0 Public safety. • • '5 0 Environment (including sewage bonds) . 16 0 Housing. •.•..••. 17 0 Utilities • • . • . . • • • . • • I!2l Other. Describe ,... Capital Improvements If are TANs or RANs, check box ,... If are in the form of a lease or 21 22 Proceeds used for accrued interest . • • . 23 Issue price of entire issue (enter amount from line 21, column (b) 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement. . • • 26 Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues Total (add lines 24 28). • 31 Enter the remaining weighted average maturity of the bonds to be currently refunded 32 Enter the remaining weighted average maturity of the bonds to be advance refunded 33 Enter the last date on which the refunded bonds will be called. . • • . • . 34 Enter the date(s) the refunded bonds were issued ~ 1:F.Ji.'11 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b){5) ..... .. "" .,... - 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract"" 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 6 Report number 3 01 8 CUSIP number 342815JB4 N/A N/A N/A N/A 35 36a ~ 37a years years N/A -0· ·0- b If this issue is !'l loan n:ape from the proc~eds of anotherlax-exempt issue, check box"" 0 and enter the name of the issuer"" FlOrida MUniCIpal Loan Council and the date of the issue ~ May 17, 2002 38 If the .issuer has designated the issue under section 265(b)(3)(B)(Q(III) (small issuer exception), check box ... ,... 0 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box . . .. ... ,... 0 40 If the issuer has identified a hed e, check box • • . . . . • • . •. .•. ~ 0 Under penalties of pefjury, I declare that I have examined this return and accompanying schedules and statements. and to the best of my knowledge Sign Here and belief, they are true. correct. and complete. ~ ,,~,,",@l~ 5/17102 Date For Paperwork Reduction Act Notice, see page 2 of the Instructions. ~ ~ Charles D. Scurr, City Manager r Type or print name and title Cat. No. 637735 Form 8038-G:w,6 11-2000) CLOSING DOCUMENT NO. VII. 1 I (g) CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated as of May 17, 2002 (the "Continuing Disclosure Agreementl1 ) is executed and delivered by the City of South Miami. Florida, a Florida municipal corporation (ltBorrowerl1 ). and by Florida League of Cities, Inc., a Florida corporation not-for-profit, as Dissemination Agent (the tlDissemination Agent") hereunder. Additionalcapitalized tenns 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 Annual Financial ·Information and notice otthe 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 paragraph (b )( 5) (i) (A) of the Rule and Section 4 hereof, which contains Annual Financial Infonnation with respect to the Borrower, (ii) if an Arumal Report. does not contain the Audited Financial Statements, to disseminate the Audited Financial Statements in accordance with paragraph (b )(5)(i)(B) of the Rule and Section 4 hereof as soon as practicable after they shall have beel). approved by the Governing Body. (iii) to provide notice in a timely manner, in accordance with paragraph (b)(5)(i)(C) of the Rule and 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 paragraph (b)( 5)(i)(D) ofthe Rule and Section 4( e) hereof, of any failure to disseminate an Annual Report in accordance with the preceding clause (i) ofthi8 sentence. SECTION 2. Definitions. 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 tenus shall have the following meanings, unless otherwise defined therein: It Annual Financial Information fI shall have the meaning ascribed thereto in paragraph (f)(9) of the Rule. "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, ifby 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 Dissemination Agent in accordance with Section 4 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 237 in Financial Information andlor Operating Data set forth in such Continuing Disclosure Celuficate and the effect ofthe changes on-the types of Financial Information andlor Operating Data being provided in such Annual Report; and (d) in the event that the Borrower authOlizes 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 ofthe new accounting principles which is contained in such Annual Report and the Financial Information prepared on the basis of the fonner 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 of the SEC of paragraph (b)( 5) of the Rule. "Bonds" means the $49,775,000 Florida Municipal Loan Council Revenue Bonds, Series 2002A. "Continuing Disclosure Agreement" means this Continuing Disclosure Agreement, as the same maybe 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 ofa Listed Event. "Final Official Statement" means the Final Official Statement (as defined in paragraph (f)(3) of the Rule) 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 Finai1cial Information (i) shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such 238 Financial Infonnation, 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 Infonnation maybe 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. "Indenturell means the Trust Indenture dated as of May I, 2002 by and between the Florida Municipal Loan Council, as Issuer, and Wachovia Bank, National Association, as Trustee. "Insurer" means MBIA Insurance Corporation. "Issuer" means Florida Municipal Loan Council. "Loan Agreement" means the Loan Agreement dated as of May 1, 2002 between the Issuer and the Botrower. "Listed Events" means any ofthe events which are listed in paragraph (b )(5)(i)(C) of the Rule as in effect on the date hereof and 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" shall have the meaning ascribed thereto in paragraph (a) of the Rule. "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 Bane of America Securities LLC. "Repository" or "Repositories" means the NRMSIRs and the SIDs, either individually or collectively, as the context requires. "RuJetl means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of1934, as amended, as the Rule may be amended from time to time, or any successor provision thereto. Rating Agencies" means Fitch, Inc. and Standard & Poor's Rating Service. "SEC" means the Securities and Exchange Commission. 239 "SID" means, as of the date of detennination, any public or private repositories or entities which are designated by the State of Florida as state infonnation depositories for purposes of paragraph (b)(5) of the Rule and recognized as such by the SEC. "Trustee" means Wachovia Bank, National Association, 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. Apl?ointment 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 perfonn 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 perfonnance of such obligations. (b) The Borrower hereby acknowledges that the Borrower is obligated to comply with paragraph (5)(i) ofthe Rule in connection with the issuance of the Bonds 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 paragraph (5)(i) of the Rule. SECTION 4. Annual Financiallnformation. (a) The Annual Financial Infonnation 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 ofthe 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 AImual Report to the Dissemination Agent, together with an -fumual 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 Repository, the Trustee, the Issuer, the Rating Agencies and the Insurer within five (5) Business Days after receipt thereof from the Borrower. 240 A (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) lfthe 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, the Rating Agencies 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 Operatirig 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 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 ofthe 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 S,ection 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; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; 241 (v) substitution of credit or liquidity providers or their failure to perfonn; (vi) adverse tax opinions or events affecting the tax-exempt status ofthe 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 propeliy securing repayment ofthe 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, 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) lfthe 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) Ifthe 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 detennination, and no . Event Notice shall be provided pursuant to Section 6( e) hereof. The detennination of the Borrower under this paragraph (d) shall be conclusive and binding on all parties hereto. (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 givel1 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 242 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 shaH 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 hereofto 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 it;, 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 ofthe Offering of Bonds or after the execution and delivery of this Continuing Disclosure Agreement, taking into account any amendment or interpretation ofthe 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 shall notify the Repositories of any such amendment and shall provide the Repositories with a copy of any such amendment. . SECTION 9. Assignment. 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 reasonable 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. 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, 243 except only its own willful misconduct or gross negligence. The Dissemination Agent shall have no liability to the Bondho Iders or any other person with respect to the undertakings described in Section 1 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 infonnation submitted hereunder with any law, rule orregulation 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. SECTION 12. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement shall terminate at such time as the Loan Agreement terminates. 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 be 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 ofthe State of Florida. 244 o IN WITNESS WHEREOF, the Borrower and the Dissemination Agent have caused this Continuing Disclosure Agreement to be executed and delivered as of the date first written above. CITY OF SOUTH MIAMI, FLORIDA, as Borrower ~~ By: Charles D. Scurr Its: City Manager 245 <:' 1 CONTINUING DISCLOSURE AGREEMENT By: Its: 246 EXHIBIT A Form of Annual Report Certificate The undersigned duly appointed and acting of the City of South Miami, Florida, a Florida municipal corporation, as Borrower under the Continuing Disclosure Agreement (hereinafter described) (the "Borrower"), hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of May 17,2002 (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: 1. 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 deliveredto 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 MSRB. Such Financial Information and Operating Data have· been prepared on the basis of the [AuditedlUnaudited] 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 ofthe 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 consisteri.t 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.] 247 i\ 1 IN WITNESS WHEREOF, 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 _, 200_, City of South Miami, Florida, as Borrower By: ________________________________ _ Its: Acknowledgment of Receipt: as Dissemination Agent By: __________ _ Its: 248 EXHIBITB Form of Section Sea) Continuing Disclosure Certificate Florida League of Cities Tallahassee, Florida Wachovia Bank, National Association Jacksonville, Florida Florida Municipal Loan Council Tallahassee, Florida Bane of America Securities, LLC Clearwater, Florida The undersigned duly appointed and acting City Manager of the City of South Miami, Florida (the "Borrower") hereby certifies on hehalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of May 17, 2002 (the "Continuing Disclosure Agreement") executed and delivered hy the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the "Dissemination Agent"), as follows: 1. 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. Written Undertaking. On behalf of the Borrower, the Borrower hereby designates the Continuing Disclosure Agreement to he the written undertaking under paragraph (b )(5) ofthe Rule with respect to the $49,775,000 Florida Municipal Loan Council Revenue Bonds, Series 2002A. 4. Financial Infonnation and Operating Data Included in Final Official Statement. The following types of Financial Infonnation 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 -NONE (b) Operating Data -NONE 5. Annual Report. 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 fuionnation and Operating Data of the types identified in paragraph 4 of this certificate shall be included in the AnilUal Reports delivered by the Dissemination Agent pursuant to Section 4 of the Continuing Disclosure Agreement. 249 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 17th day of May, 2002. City of South Miami, Florida, as BOlrower BY:-:-=c:2::L~~~-",,"=~~ __ Its: City Manager Acknowledgment of Receipt: • . 250 B-2 $49,775,000 Florida Municipal Loan Council Revenue Bonds, Series 2002A $6,500,000 City of South Miami, Florida Loan TAX CERTIFICATE AS TO ARBITRAGE AND THE PROVISIONS OF SECTIONS 141-150 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED The undersigned, Raul Martinez, Chairman of the Florida Municipal Loan Council (the "Council"), and Hakeem Oshikoya, Finance Director for the City of South Miami, Florida (the "City") make and enter into the following Tax Certificate as to Arbitrage and the Provisions of Sections 141- 150 of the Internal Revenue Code of 1986, as amended (the "Code") and the Income Tax: Regulations thereunder (the "Regulations") with respect to the Council's $49,775,000 Revenue Bonds, Series 2002A (the "Series 2002A Bonds") and the loan of $6,500,000 ofthe proceeds of the Series 2002A Bonds to the City (the "City of South Miami Loan"). The Council and the City understand that the opinion of Bond Counsel regarding the exclusion of interest on the Series 2002A Bonds from gross income under Section 1 03( a) and Section 141-150 of the Code is rendered in reliance upon the representations and statements of fact and expectations contained herein and assumes the Council's and the City's continued compliance with the provisions of this Certificate. 1. The Series 2002A Bonds are being issued pursuant to the. Constitution and laws of the State of Florida, particularly Chapter 163, Part I; Florida Statutes, and other applicable provisions oflaw, and a Trust Indenture, dated as of May 1, 2002 (the "Indenture"), by and between the Council and Wachovia Bank, National Association, as bond trustee (the "Trustee"). The City of South Miami Loan is being issued by the City under the terms of a Loan Agreement, dated as of May 1, 2002 (the "Loan Agreement"), pursuant to which the proceeds ofa portion of the Series 2002A Bonds (the "City of South Miami Portion") will be loaned to the City for the following purposes: (a) to finance the construction of a public parking garage (the "Projectlt); (b) to pay the costs of issuing the Series 2002A Bonds which are allocabie to the City of South Miami Portion (the "Issuance Expenses"); (c) to pay the portion ofthe premium to lvIBIA Insurance Corporation C'MBIA U ) for insuring the Series 2002A Bonds which is allocable to the City of South Miami Portion.; and 251 (d) to pay a portion of the premium to MBIA for issuing its surety bond (the "Reserve Policy") to be deposited in the Reserve Fund to satisfy the Reserve Requirement for the Series 2002A Bonds. Unless otherwise specifically defined, all capitalized tenns used in this Certificate shall have the meanings as those set forth in the Indenture or the Loan Agreement. . 2. On the date hereof all of the Sale Proceeds of the Series 2002A Bonds will be used to acquire loan obligations of certain governmental units, including the City of South Miami Loan, the interest on which is excluded from gross income under Section 103(a) of the Code (the "Tax- Exempt Loans"). As provided in Section 1.148-9(h) of the Regulations, for certain purposes of this Certificate, the pqitions of the Series. 2002f\. Bonds issued to finance the acquisition of each Tax- Exempt Loan, including the CitY·ofSouih Miami Loan, shall be treated as separate issues of bonds. An allocation of the Series 2002A Bonds and the ptoceeds thereof among the City of South Miami Portion and the portions of the Series 2002A Bonds allocated to the other Tax-Exempt Loans is set forth in the Schedules attached as Exhibit A hereto. 3. On the basis of the facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the City of South Miami Portion, the City of South Miami Loan, and the use of the proceeds thereof: (a) The Sale Proceeds of the City of South Miami Portion in the amount of $6,628,627.15 (representing $6,500,000 principal amount of the City of South Miami Portion, plus net original issue premium of$28,627.15) will be used by the Council to fund the acquisition of the City of South Miami Loan in the principal amount of $6,500,000. fu addition, Accrued Interest on the City of South Miami Portion in the amount of$14,410.00 will be deposited in the Revenue Fund and used to pay a portion of the interest due on the City of South Miami Portion on November 1,2002. (b) Proceeds of the City of South Miami Loan in the amount of $6,628,627. 15 (the "Loan Proceeds U ) are expected to be needed and fully expended as follows: (i) $67,739.41 of said proceeds will be used to pay Issuance Expenses (including Underwriters' Discount) allocable to the City of South Miami Portion; (ii) $51,226.45 of said proceeds will be paid on the date hereof to MBIA as the Bond Insurance premium allocable to the City of South Miami Portion; (iii) $7,714.29 of said proceeds will be paid on the date hereof to MBlA as the Town's share of the premium for tlie Reserve Policy; and (iv) $6,401,947.00 of said proceeds will be deposited in the Project Loan Fund and expended, together with the investment eamings thereon, to pay Project costs. 2 252 (c) The total pro~eeds received by the City from the issuance of the City of South Miami Loan, together with anticipated earnings thereon, do not exceed the total of the amounts necessary for the purposes described above. (d) The City does not expect to sell or otherwise dispose of any property comprising a part ofthe Project financed with the proceeds of the City of South Miami Loan prior to its final maturity date. 4. It is reasonably expected that binding contracts or commitments obligating the expen- diture of not less than five percent of the proceeds of the City of South Miami Loan toward the cost of the Project will be entered into by the City within six months from the date hereof Work on the acquisition and construction of the Project and the allocation of the pr()ceeds of the City of South Miami Loan to 'the costs of the Project will proceed with due diligence. It is expected that the Project will be completed and at. least 85 percent of the proceeds of the City of South Miami Loan will be allocated to Project expenditures within three years of the date hereof. 5. Not more than 50 percent of the proceeds of the City of South Miami will be invested in obligations having a substantially guaranteed yield for 4 years or more. --6. The Indenture establishes a Reserve Fund for the Series 2002A Bonds which is required to be funded in an amount equal to the Reserve Requirement. The Reserve Requirement is equal to 5 percent of the stated principal amount of the Series 2002A Bonds, less the portion of the Series 2002A Bonds attributable to the loans being made by the Council from the proceeds ofthe Series 2002A Bonds to the Village of Palm Springs, Florida (the "Village of Palm Springs Loan"), the City of North Miami, Florida (the "City of North Miami Loan"), and the City of North Miami Beach, Florida (the "City of North Miami Beach Loan"). The Reserve Requirement does not exceed the lesser of (1) maximum annual debt service on the Series 2002A Bonds, (2) 125% of average annual debt service ori the Series 2002A Bonds, and (3) 10 percent of the principal amount of the Series 2002A Bonds, in each case computed without regard to -the portions of the Series 2002A Bonds allocable to the City of North Miami Beach Loan, the City of North Miami Loan and the Village of Palm Springs Loan. The Council will satisfy the Reserve Requirement through the issuance of the Reserve Policy by MBIA. Amounts on deposit in the Reserve Fund (including amounts drawn on the Reserve Policy) shall be applied to cure any deficiency in the Revenue Fund, other than a deficiency caused by a failure of the Trustee to receive timely payments of debt service on the City of North Miami Beach Loan, the City of North Miami Loan, or the Village of Palm Springs Loan. Because the payment obligations ofthe Village of Palm Springs, the City of North Miami, and the City of North Miami Beach are secured by their full faith, credit and ad valorem taxing power, amounts on deposit in the Reserve Fund are not available to cure a deficiency in the Revenue Fund athibutable to a failure of the Trustee to receive timely payments on any of such loans. Banc of America Securities LLC (the "Underwriter") has advised the Council in a letter attached as Exhibit B hereto that the funding of the Reserve Fund in the amount of the Reserve Requirement is a vital factor in marketing the Series 2002A Bonds at an interest rate comparable to other bond issues of a similar type, and was a requirement for securing Bond Insurance for the Series 2002A Bonds. 3 253 7. The Principal Fund, the Reserve Fund and the Revenue Fund will be used primarily to achieve a proper matching offue revenues ofthe Council (in the form of Loan Repayments) and the debt service on the Series 2002A Bonds within each bond year, and amounts deposited in such funds will be depleted at least once a year except for a reasonable carryover amount not to exceed the greater of (A) the earnings on such funds for the immediately preceding Bond Year, or (B) 1112 of the debt service on fue Series 2002A Bonds for the immediately preceding Bond Year. 8. Other than the Principal Fund and the Revenue Fund, there are 110 other funds or accounts of the Council or the City established pursuant to the Indenture, the Loan Agreement or otherwise that are reasonably expected to be used to pay debt service on fue City of South Miami Loan or fue City of South Miami port.ion, or which are p~edged as collaterat( 01' subject to' a negative pledge) for the City of South Miami Loan or the City of South Miami Portion and for which there is a reasonable assurance on the part of the bondholders or MBIA that amounts therein would be available to pay debt service on fue City of South Miami Loan or the City of South Miami Portion if the Council or the City encounters financial difficulties. 9. Pursuant to the terms of the Loan Agreement, the City agrees to make payments to the Trustee in amounts sufficient to pay the principal of, premium, if any,. and interest on the City of South Miami Portion, as well as ongoing administrative costs allocable to the City of South Miami Portion. . 10. Except for preliminary expenditures, such as architectural, engineering, surveying, soil testing and similar costs incurred for the Project, no Loan Proceeds will be used to reimburse the City for any costs paid by the City prior to the date which is 60 days prior to the date of issuance of the City of South Miami Loan. 11. The following represents the expectations of the Council and the City with respect to the investment of the Loan Proceeds and other amounts on deposit in the aforementioned funds and accounts: (a) Loan Proceeds to be applied to pay Issuance Expenses allocable to the City of South Miami Portion may be invested at an unrestricted yield for a period not to exceed three years from the date hereof (b) Loan Proceeds deposited in the Project Loan Fund to pay Project costs may be invested at an unrestricted yield for a period not to exceed three years from the date hereof. (c) Investment earnings on obligations described in subparagraphs (a) and (b) may be invested at an unrestricted yield for a period of three years from the date hereof or one year from the date of receipt, whichever period is longer. 4 254 (d) Amounts described in subparagraphs (a) through (c) that may not be invested pursuant at an unrestricted yield pursuant to such subparagraphs shall be invested at a yield not in excess of the yield on the City of South Miami Portion plus 1/8 of one percentage point. (e) Amounts deposited in the Principal Fund and the Revenue Fund (including Accrued Interest) allocable to the City of South Miami Portion may be invested at an unrestricted yield for a period of 13 months from the date of deposit of such amounts. Earnings on such amounts which are retained in the Revenue Fund or Principal Fund may be invested at an unrestricted yield for a period not exceeding 13 months from the date of receipt ofthe amount earned. (f) Amounts described in subparagraph (e) not invested at an unrestricted yield pursuant to such subparagraph shall be invested at a yield not in excess of the yield on the City of South Miami Portion or invested in tax-exempt obligations under Section 103(a) of the Code the interest on which is not an item of tax preference within the meaning of Section 57(a)(5) of the Code. 12. For purposes of this Certificate, "yield" means that yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amoli1t equal to the purchase price of such obligation. As required by Section 1.148- 4(a) ofthe Regulations, the yield of the City of South Miami Loan shall be equal to the yield of the City of South Miami Portion. The $58,940.74 paid as premiums for the Bond Insurance and the Reserve Policy allocated to the City of South Miami Portion was treated as additional interest paid on the City of South Miami Portion in computing the yield. The yields on obligations acquired with amounts described in Paragraph 11 and the yield of the City 0 f South Miami Portion are calculated by the use of the same frequency interval of compounding interest. For purposes of calculating the yield of the City of South Miami Portion, the purchase price is the initial offering price to the public (excluding bond houses, brokers, and other intermediaries) at which price at least 10% of each maturity of such bonds was sold. The initial offering price for the City of South Miami Portion is, in the aggregate, $6,528,627.15 plus Accrued Interest, based upon certain representations made· in a letter from the Underwriter attached as Exhibit B hereto. Any investments acquired with amounts which may not be invested at an unrestricted yield pursuant to Paragraph 11 or which are subject to the rebate requirement described in Paragraph 19 hereof shall be purchased at prevailing market . prices and shall be limited to securities for which there is an established market or shall be invested in tax-exempt obligations under Section 103(a) ofthe Code the interest on which is not an item of tax preference within the meaning of Section 57 (a) ( 5) of the Code. In accordance with such meaning of the term "yield", the yield of the City of South Miami Portion has been detenriined by the Underwriter to be not less than 5.1071139%. 13. The present value of the $58,940.74 paid as premiums for the Bond Insurance and Reserve Policy allocable to the City of South Miami Portion is less than the present value of the interest reasonably expected to be saved as a result ofthe insurance, as represented to the Council 5 255 in a letter from the Underwriter attached as Exhibit B hereto. In addition, MBIA has made certain representations with respect to the Bond Insurance and Reserve Policy in a letter attached as Exhibit C hereto. 14. No portion ofthe Loan Proceeds will be used as a substitute for other funds of the City which were otherwise to be used to acquire or construct the Project and which will be used to acquire, directly or indirectly, securities producing a yield in excess of the yield of the City of South Miami Portion. ' 15. The weighted average maturity of the City of South Miami Loan, computed by the Underwriter to be 18.782 years, does not exceed 120 percent of the reasonably expected average economic life ofthe Project (within the meaning of Section 147(b) ofthe Code). 16. Neither the City nor the Council (or any person related to th~ City or the Council) has entered or is expected to enter into any hedging transaction (such as an interest rate swap, cap or collar transaction) with respect to the City of South Miami Loan or the City of South Miami Portion. 17. There are no other obligations of the City which (A) are being sold at substantially the same time as the City of South Miami Loan (within 15 days), (B) sold pursuant to a common plan of financing together with the City of South Miami Loan, and (C) will be paid out of substantially the same source of funds (or will have substantially the same claim to be paid out of substantially the same source of funds) as the City of South Miami Loan. 18. Neither the City nor the Council is aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Underwriter in its letter attached as Exhibit B hereto or the representations made by MBIA in its letter attached as Exhibit C hereto, or of the accuracy of the computations perfonned by the Underwriter reflected in the Schedules attached as Exhibit A hereto. 19. The Council and the City hereby covenant that so long as the Series 2002A Bonds remain outstanding, the moneys on deposit in any fund or account maintained in connection with the· City of South Miami Loan or the City of South Miami Portion will not be used in any manner that would cause the Series 2002A Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or bonds not described under Section l03(a) of the Code and the applicable regulations promulgated from time to time thereunder. Accordingly, the Council, the City, and the Trustee shall comply with the guidelines and instructions in the Arbitrage Letter of Instructions from Bond Counsel, dated the date hereof, by which the Council shall, except as otherwise provided in such Letter of Instructions, cause to be paid to the United States an amount equal" to the sum of (i) the excess of the aggregate amount earned from the investment of "Gross Proceeds" of the City of South Miami Loan from the date of issue over the amount that would have been earned if such amounts had been invested at a yield equal to the yield of the City of South Miami Loan, plus (ii) the income or 6 256 earnings attributable to the excess amount described in (i). The City has agreed in the Loan· Agreement to provide the funds necessary to make such rebate. See Exhibit D attached hereto. 20. The provisions of this Paragraph 20 relate to the 2-year spending exception from the arbitrage rebate requirements set forth in Section 148(f)4)(C) ofthe Code and Section 1.148-7 of the Regulations (the "2-Year Spending Exception"). (a) The City reasonably expects that at least 75% of the Available Construction Proceeds ofthe City of South Miami Loan will be used to pay construction expenditures for tangible property to be owned by the City or another state or local governmental unit. In order to qualify for the 2-Year Spending Exception, the Available Construction Proceeds allocable to the financing of the costs of the Project, such amount being equal to $6~578,604.26, representing $6,401,947.00 of the Loan Proceeds of the City of South Miami Loan, plus estimated investment earnings thereon of $176,657.26, which is net of Loan Proceeds used to pay Issuance Expenses, Bond msurance Premium and amounts representing Accrued Interest on the City of South Miami Portion, must be expended and allocated to expenditures for the governmental purposes of the City of South Miami Loan in accordance with the following schedule measured from the date of issuance of the City of South Miami Loan: (1) At least 10% by November 17, 2002 ($657,860.43), (2) At least 45% by May 17,2003 ($2,960,371.92), (3) At least 75% by November 17,2003 ($4,933,953.19), and (4) . 100% (including all investment earnings actually earned on the Available Construction Proceeds) by May 17, 2004. (b) The City does not elect to apply the penalty in lieu of rebate as provided in Section 148-7(e) of the Regulations with respectto the proceeds of the New Money Portion. (c) For purposes of this Paragraph 20, the term Available Construction Proceeds means an amount equal to the Loan Proceeds of the City of South Miami Loan) plus investment earnings on the Loan Proceeds of the City of South Miami Loan, plus investment earnings on the above described earnings) minus the amount ofthe Loan Proceeds applied to pay Issuance Expenses, Bond Insurance premium and amounts representing Accrued Interest. (d) For purposes of determining compliance with the first three spending periods of the 2-year Spending Exception described in (a) above, Available Consttuction Proceeds include the amount of future earnings that the City reasonably expects to receive with respect to the investment of the Loan Proceeds as of the date of issuance ofthe City of South Miami 7 257 Loan. The City reasonably expects to earn $176,657.26 in investment earnings on the Loan Proceeds of the City of South Miami Loan. (e) For purposes of meeting the 2-Year Spending Exception, ifan of the Available Construction Proceeds of the City of South Miami Loan, including all investment earnings thereon, are expended for the governmental purposes of the City of South Miami Loan in accordance with the first three spending periods described in subsection (a) above, the City of South Miami Loan will nO,t fail to satisfy such spending requirements for the last six month spending period described in subsection (a) above as a result of unspent amounts equal to a reasonable retainage not exceeding 5% of such proceeds; provided that such retainage is spent for the governmental purposes of the loan within 3 years of the date of issuance of the City of South Miami Loan. Reasonable retainage means an amount retained as of the end of the last six month spending period described in subsection (a) above for reasonable business purposes relating to the property financed with the proceeds of the City of South Miami Loan. For example, a reasonable retainage may include a retention to insure or promote compliance with an acquisition contract in circumstances in which the retained amount is not payable, or in which the City reasonablydetennines that a dispute exits regarding completion or payment. (f) For purposes of meeting the 2-Year Spending Exception, any failure to satisfy the final spending requirement may be disregarded if the City exercises due diligence to complete the Project financed with the proceeds of the City of South Miami Loan and the amount of such failure does not exceed $250,000.00, which represents the lesser of 3% of the proceeds ofthe City of South Miami Loan or $250,000.00. 21. None of the proceeds of the City of South Miami Loan will be used (directly or indirectly) to acquire any "nongovernmental output property" as defined in Section 141(d) of the Code or to make or finance loans to persons other than Governmental Units. 22. No portion ofthe proceeds of the City of South Miami Loan will be used to finance "output facilities" (as that tenn is usedin Section 141 (b)(4) <;lfthe Code). 23. Not more than 10% of the proceeds of the City of South Miami Loan will be used (directly or indirectly) in a trade or business (or to finance facilities which are used in a trade or business) carried on by any person other than a state or local govenrrnental unit. Not more than 5% of the proceeds of the City of South Miami Loan will be used (directly or indirectly) in trade or business (or to finance facilities which are used in a trade or business) carried on by any person other than a state or local governmental unit which private business use is not related to any governmental use or is disproportionate to governmental use, all as described in Section 141(b)(3) of the Code ("Unrelated or Disproportional Use"). For the purpose of this Paragraph, use by a nongovernmental person as a member of the general public shall not be taken into account. 8 258 24. Para'graph 23 shall apply only if the payment of 10% or more (5% or more in the case of Unrelated or Disproportional Use) ofthe principal of or interest on the City of South Miami Loan is (under the terms of such Loan or any underlying arrangement) directly or indirectly secured by any interest in property used or to be used for a private business use or in payments in respect of such property or derived from payments whether or not to the City in respect of property or borrowed money used or to be used for a private business use. 25. The City reasonably expects that the Project will be owned and operated throughout the terrn ofthe City of South Miami Loan in a manner which complies with the requirements set forth in Paragraph 23 above. The City will not change the ownership or use of all or any portion of the Project in a manner that fails to comply with Paragraph 23 above, unless the it receives an opinion of Bond Counsel that such change of ownership or use will not adversely affect the exclusion of interest on the Series 2002A Bonds from gross income for federal income tax purposes. 26. The payment of the principal of and interest on the City of South Miami Loan is not and will not be guaranteed directly or indirectly by the federal govelnment within the meaning of Section 149(b) of the Code. 27. This Certificate is, in part, to serve as a guideline in implementing the requirements of Sections 141 to 150 'of the Code. If regulations, rulings, announcements and notices validly promulgated under the Code contain requirements which differ from those outlined here which must be satisfied for the City of South Miami Loan and the Series 2002A Bonds to be tax-exempt or in order to avoid the imposition of penalties under Section 148 of the Code, pursuant to the covenants contained in the Indenture and the Loan Agreement, the Council and the City are obligated to take such steps as are necessary to comply with such requirements. If under those pronouncements, compliance with any ofthe requirements of this Certificate is not necessary to maintain the exclusion of interest on the City of South Miami Loan and the Series 2002A Bonds from gross income and alternative minimum taxable income (except to the extent of certain adjustments applicable to corporations) or to avoid the imposition of penalties on the Councilor the City under Section 148 of the Code, the Council and the City shall not be obligated to comply with that requirement. The Council and the City have been advised to seek the advice of competent counsel with a nationally recognized expertise .in matters affecting exclusion ofinterest on municipal bonds from gross income. in fulfilling its obligations under the Code to take all steps as are necessary to maintain the tax-exempt status of the City of South Miami Loan and the Series 2002A Bonds. 28. To the best of our knowledge, information and belief, the above expectations are reasonable. [Remainder of page intentionally left blank] 9 259 TAX CERTIFICATE IN WITNESS WHEREOF, we have hereunto set our hands on this 17th day of May, 2002. FLORIDA MUNICIPAL LOAN COUNCIL BY:~~"I Chairman CITY OF SOUTH MIAMI, FLORIDA S-1 260 EXHIBIT A [ATTACH SCHEDULES] A-2 261 Dated 05/0112002 SOURCES OF FUNDS $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service TOTAL ISSUE SOURCES AND USES Cape Coral DeFuniak Spririgs Final Numbers Delivered 05/11/2002 Golf Nortb Miami Par Amount of Bonds ....................................................... .. $4,580,000.00 109,425.30 8,614.72 223,274.58 675,000.00 $1,245,000.00 $2,240,000.00 $3,335,000.00 Reoffering Premium .......................................................... . Accrued Interest from 05/0112002 to 05/17/2002 ............ .. Transfers from Prior Issue Debt Service Funds ................ .. Transfers from Prior Issue DSR Funds ............................ .. TOTAL SOURCES ............................................................ $5,596,314.60 USES OF FUNDS Total Underwriter's Discount (0.599%) ........................... . Costs of Issuance ......................................................... , ..... . Gross Bond Insurance Premium ........................................ . Surety Bond ....................................................................... . Deposit to Debt Service Fund ........................................... .. Deposit to Project Construction Fund. .............................. . Deposit to Current Refunding Fund. ................................. . Rounding Amount. ............................................................ . 22,605.32 35,168.20 22,962.26 7,714.29 8,614.72 5,495,608.29 /3,641.52 TOTAL USES .................................................................... $5,596,314.60 Banc of America Securities LLC Public Finance Department Page 1 41,664.60 9,646.50 79,464.00 2,714.17 4,966.94 6,274.44 $1,289,378.77 7,435.80 17.592.61 8,060.73 7,714.29 2,714.17 1,243,000.00 2,861.17 $1,289,378.77 $2,254,613.44 $3,420,738.44 14,094.06 16,475.82 9,252.58 24,025.61 17,664.70 16,739.83 7,714.29 4,966.94 6,274.44 2,200,000.00 3,355,028.01 920.87 2,194.73 $2,254,613.44 $3,420,738.44 File = MASTER~ l.Sf-Series 2002A 412512002 4:43 PM 262 $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service TOTAL ISSUE SOURCES AND USES Dated 05/0112002 North Miami Beach Oakland SOURCES OF FUNDS Par Amount of Bonds" ........................................................ . $11,510,000.00 $2,545,000.00 Reoffering Premium. .......................................................... . 286,243.10 11,176.0$ Accrued Interest from 05/0112002 to 05/17/2002 ............. .. 25,483.61 5,643.06 Transfers from Prior Issue Debt Service Funds ................. . 341,956.25 Transfers from Prior Issue DSR Funds .............................. . TOTAL SOURCES ........................................................... . $12,163,682.96 :£2,561,819.11 USES OF FUNDS Total Underwriter's DiScount (0.599%) ........................... .. 71,075.61 16,010.13 Costs oflssull11ce ................................................................ . 50,243.34 10,512.41 Gross Bond Insurll11ce Premium ................... : ................... .. 78,752.20 20,060.04 Surety Bond ...................................................................... .. 1,714.29 Deposit to Debt Service Fund ........................................... .. 25,483.61 5,643.06 Deposit to Project Construction Fund ............................... .. -2,500,000.00 Deposit to Current Refunding Fund. ....................... : .......... . 1l,937,917.14 Rounding Amount. ............................................................ .. 211.06' 1,879.18 TOTAL USES .................................................................... . $12,163,682.96 $2,561,819.11 Final Numbers Delivered 05/17/2002 Palm Springs $7,890,000.00 34,258.30 17,490.83 $7,941,749.13 49,634.68 52,590.54 62,189.69 17,490.83 7,755,585.09 4,258.30 $7,94J,749.13 Bane of America Securities LLC Public Finance Department File"" MASTER:--l.SF-Series 2002A 4(2512002 4:43 PM PageZ 263 $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service TOTAL ISSUE SOURCES AND USES. Dated 05/0112002 Pinecrest South Miami SOURCES OF FUNDS Par Amount of Bonds ......................................................... $7,740,000.00 $6,500,000.00 Reoffering Premium. .......................................................... 257,987.80 28,627.15 Accroed Interest from 05/0112002 to 05/17/2002 .............. 16,871.11 14,410.00 Transfers from Prior Issue Debt Service Funds .................. Transfers from Prior Issue DSR Funds ............................... TOTAL SOURCES ............................................................ $8,014,858.91 $6,543,037.15 USES OF FUNDS Total Underwriter's Discount (0.599%) ............................ 46,193.16 40,890.42 Costs of Issuance ................................................................ 31,970,93 26,848.99 Gross Bond Insurance Premium. ...................................... ;. 50,094.73 51,226.45 Surety Bond. .......... : ............................................................ 7,714.29 7,714.29 Deposit to Debt Service Ful:!d. ............................................. 16,871.11 14,410.00 Deposit to Project Construction Fund ................................ 7,859,026.89 6,400,000.00 Deposit to CurrentRefimcling Fund ................................... Rounding Amount. ............................................................. 2,987.80 1,947.00 Final Numbers Delivered 05/17 f2002 Stuart Issue Summary $2,190,000.00 $49,775,000.00 9,539.80 868,032.60 4,852.78 107,321.66 565,230.83 675,000.00 $2,204,392.58 $51,990,585.09 13,776.05 298,191.05 9,046.04 267,251.25 17,249.37 345,000.00 7,714.29 54,000.03 4,852.78 107,321.66 2,lS0,000.00 30,107,611.98 20,788,553.44 1,754.05 22,655.68 TOTAL USES .................................................................... $8,014,858.91 $6,543,037.15 $2,204,392.58 $51,990,585.09 Bane of America Securities LLC Public Finance Deparlment Page 3 File = MASTER-l.SF-Series 2002A 4/25/2002 4:43 PM 264 $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service DEBT SERV1CE SCHEDULE Date Principal Coupon Interest 510112003 1,345,000.00 3.250% 2,414,737.56 510112004 1,380,000.00 3.750% 2,371,025.06 510112005 1,720,000.00 5.000% 2,319,275.06 510112006 1,815,000.00 5.000% 2,233,275.06 5/0112007 1,895,000.00 4.000% 2,142,525.06 5/0112008 1,975,000.00 4.000% 2,066,725.06 5/0112009 2,055,000.00 4.000% 1,987,725.06 5/0112010 2,135,000.00 4.000% 1,905,525.06 5/01/2011 2,230,000.00 4.125% 1,820,125.06 5/0112012 2,320,000.00 5.000% 1,728,137.52 5101/2013 1,430,000.00 5.500% 1,612,137.52 510112014 1,520,000.00 5.500% 1,533,487.52 5/0112015 1,600,000.00 5.500% 1,449,887.52 510112016 1,680,000.00 5.500% 1,361,887.52 5/0112017 1,775,000.00 5.500"10 1,269,487.52 510112018 1,875,000.00 5.500% 1,'171,862.52 5/0112019 1,985,000.00 5.500% 1,06$,737.52 510112020 2,08S,000.00 5.000% 959,562.52 5/0112021 2,190,000.00 5.000% 855,312.52 5/0112022 2,295,000.00 5.000% 745,812.52 510112023 1,685,000.00 5.000% 631,062.52 5/0112024 1,765,000.00 5.000"10 546,812.52 510112025 940,000.00 5.000% . 458,562.52 5/0112026 990,000.00 5.000% 411,562.52 510112027 1,040,000.00 5.000"10 362,062.52 5101/2028 1,095,000.00 5.125% 310,062.52 5/0112029 1,150,000.00 5.125% 253,943.76 5/0112030 1,205,000.00 5.125% 195,006.28 5101/2031 1,270,000.00 5.125% 133,250.02 5/0112032 1,330,000.00 5.125% 68,162.52 Total 49,775,000.00 36,387,738.46 YIELD STATISTICS Accrued Interest from 05/0112002 to 05/\7/2002 ............................................................. . Bond Year Dollars ............................................................................................................ .. Average Life ...................................................................................................................... . Average Coupon ............................................................................................................... .. Net Interest Cost (NIC) .................................................................................................... .. . True Interest Cost (fIC) ................................................................................................... .. Bond Yield for Arbitrage Purposes ............................. : ..................................................... . All Inclusive Cost (AIC) ................................................................................................... . IRS FORM 8038 Net Interest COsl .............................................................................................................. .. Weighted Average Maturity ............................................................................................. .. ----_._---- Final Numbers Total P+I 3,759,737.56 3,751,025.06 4,039,275.06 4,048,275.06 4,037,525.06 . 4,041,725.06 4,042,725.06 4,040,525.06 4,050,125.06 4,048,137.52 3,042,137.52 3,053,487.52 3,049,887.52 3,041,887.52 3,044 ,487.52 3,046,862.52 3,053,737.52 3,044,562.52 3,045,312.52 3,040,812.52 2,316,062.52 2,311,812.52 1,398,562.52 1,401,562.52 1,402,062.52 1,405,062.52 1,403,943.76 J ,400,006.28 1,403,250.02 1,398,162.52 86,162,73&.46 107,321.66 $721,870.00 14.503 Years 5.0407606% 4.9618210% 4.8953497% 4,8909860% 5.1505276% 4.8919736% 14.294 Years Banc of America Securities LLC Public Finance Department Fi1e '" MASTER~ I.SF -Series 2002A 4/25/2002 4:43 PM Page 4 265 Final Numbers $49,775,000 F1C!rida Municipal Loan Council. Series 2002A Aggregate Debt Service DEBT SERVICE SCHEDULE Date Principal Coupon Interest Total P+I 1110112002 1,207,368.7& 1,207,368.78 5/0112003 1,345,000.00 3.250% 1,207,368.78 2,552,368.7& 1l/0112003 1,185,512.53 1,185,512.53 5/0112004 1,380,000.00 3.750% 1,185,5.12.53 2,565,512.53 II/OJ/20M 1,159,637.53 1,159;637.53 5/0\12005 1,720,000.00 5.000% 1,159,637.53 2,879,637.53 11/0112005 1,116,637.53 1,116,637.53 5/0112006 1,815,000.00 5.000"10 1,116,637.53 2,931,637.53 1110112006 1,071,262.53 1,071,262.53 5101/2007 1,895,000.00 4.000% 1,071,262.53 2,966,262.53 11/0112007 1,033,362.53 1,033,362.53 5/0112008 1,975,000.00 4.000% 1,033,362.53 3,008,362.53 11/0112008 993,862.53 993,862.53 5/0112009 2,055,000.00 4.000% 993,862.53 3,048,862.53 1110112009 952,762.53 952,762.53 5/0112010 2,135,000.00 4.000% 952,762.53 3,087,762.53 '11/0112010 910,062.53 910,062.53 5/0112011 2,230,000.00 4.125% 910,062.53 3,140,062.53 ll/O 1120 1 1 864,068.76 864,068.76 S/OI120J2 2,320,000.00 5.000% 864,068.76 3,184,068.76 J 110112012 806,068.76 806,068.76 S/O 1120 13 1,430,000.00 5.500% 806,068.76 2,236,068.76 1110\12013 766,743.76 766,743.76 510112014 1,520,000.00 5.500";' 766,743.76 2,286,743.76 11/0112014 724,943.76 724,943.76 5/0112015 1,600,000.00 5.500% 724,943.76 2,324,943.76 11/0112015 680,943.76 680,943.76 510112016 1,680,000.00 5.500% 680,943.76 2,360,943.76 1l/0112016 634,743.76 634,743.76 . 5/0112017 1,175,000.00 5.500% 634,743.76 2,409,743.76 1lI0112017 585,931.26 585,931.26 5/0112018 1,875,000.00 5.500% 585,931.26 2,460,931.26 llIOl12018 534,368.76 534,368.76 5/0112019 1,985,000.00 5.500% 534,368.76 2,519,368.76 11/01/2019 479,781.26 479,781.26 5/0112020 2,085,000.00 5.000"10 479,781.26 2,564,781.26 11101/2020 427,656.26 427,656.26 5/0112021 2,190,000.00 5.000% 427,656.26 2,617,656.26 11/0112021 372,906.26 372,906.26 5/01/202.1 2,295,000.00 5.000";' 372,906.26 2,667,906.26 1110112022 315,531.26 315,531.26 5/01/2023 1,685,000.00 5.000% 315,531.26 2,000,531.26 II/0l/2023 273,406.26 273,406.26 5101/2024 1,765,000.00 5.000% 273,406.26 2,038,406.26 1110112024 229,281.26 229,281.26 Banc of America Securities LLC File"" MASTER-I.SF-Series 2002A Public Finance Department 4/25/2002 4:43 PM Page 5 266 Date 5/01/2025 1l/01n,.025 5/0112026 11/0112026 5/0112027 11/0112027 5/01/2028 1lI0112028 5/01/2029 1110112029 5/01/2030 11/0112030 5/0112031 1lI0112031 5/01/2032 Total YIELD STATISTICS $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service DEBT SERVICE SCHEDULE Principal Coupon Interest 940,000.00 5.000% 229,281.26 205,781.26 990,000.00 5.000% 205,781.26 i8l,031.26 1,040,000.00 5.000% 181,031.26 155,031.26 , 1,095,000.00 5.125% 155,031.26 126,971.88 1,150,000.00 5.125% 126,971.88 97,503.14 1,205,000.00 5.125% 97,503.14 66,625.01 1,270,000.00 5.125% 66,625.01 34,081.26 1,330,000.00 5.125% 34,081.26 49,775,000.00 36,387,738.46 Accrued Interest from 05/0112002 to 05117/2002 .................................................................. . Bond Year Dotlars .................................................................................................................. . Average Life .......................................................................................................................... .. A verage Coupon ..................................................................................................................... . Net Interest Cost (NIC) ........................... : .............................................................................. . True Interest Cost (TIC) ...................... '.' ... ~ .............................................................................. . Bond Yield for Arbitrage .Purposes ................. , ...................................................................... .. All Inclusive Cost (AIC) .. : ..................... ~ ... , ........................................................................... . IRS FORM 8038 Final Numbers Total P+I 1,169,281.26 205,781.26 \,195,781.26 181,031.26 1,221,031.26 155,031.26 1,250,031.26 126,971.88 1,276,971.88 97,503.14 J ,302,503.14 66,625.01 1,336,625.01 34,081.26 1,364,081.26 86,162,738.46 107,321.66 $721,870.00 14.503 Years 5.0407606% 4.9618210% 4.8953497% 4.8909860% 5.1505276% Net Interest Cost .... · .......................................................................................... :...................... 4.8919736% Weighted Average Maturity.................................................................................................... 14.294 Years Banc of America Securities LLC Public Finance Department Page 6 File"" MASTER-l.SF-Series 2002A 4/25/2002 4;43 PM 267 Final Numbers $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service NET DEBT SERVICE SCHEDULE Date Principal 5/0112003 1,345,000.00 5/0112004 1,380,ODO.OO 5/0112005 1, no,ooo.Oo 5101/2006 1,815,ODO.OO 5/01/2007 1',895,000.00 S/OI/ZOOS 1,975,000.00 5/0112009 2,055,000.00 5/0112010 2,13:5,000.00 5/01[2011 2,230,000.00 510112012 2,320,000.00 5/0 lf20 13 1,430,000.00 5101/2014 1,520,000.00 510lf2015 1,600,000.00 5[0112016 1,680,000.00 5101/2017 1,775,000.00 5/0112018 1,875,000.00 5/0lf2019 1,985,000.00 SfOlflO20 2,085,000.00 5/0112021 2,190,000.00 5/0112022 2,295,000.00 510l/l023 1,685,000.00 5101/2024 1,765,000.00 510llZ025 940,000.00 5/0112026 990,000.00 510J/2027 1,040,000.00 5/0112028 1,095,000.00 5/01/2029 1,150,000.00 5/0112030 1,205,000.00 510112031 1,270,000.00 5!{)1I2032 1,330,000.00 Tota! 49,775,000.00 Bane of America Securities LLC Public Finance Department Coupon Interest 3.250% 2,414,737.56 3.750% 2,371,015.06 5:000% 2,319,275.06 5.000% 2,233,275.06 4.000% 2,142,525.06 4.000% 2,066,725.06 4.000% 1,987,725.06 4.000% 1,905,525.06 4.125% 1,820,125.06 5.000% l,728,137.52 5.:500% 1,612,[37.52 5.500% 1,533,487.52 5.500% 1,449,887.52 5.500% 1,361,887.52 5.500"10 1,269,487.52 5.500% 1,171,862.52 5.500% 1,068,737.52 5.000% 959,562.52 5.000% 855,312.52 5.000% 745,812.52 5.000% 631,062.52 5.000% 546,812.52 5.000% 458,562.52 5.000% 411,562.52 5.000% 362,062.52 5.125% 310,062.52 5.125% 253,943.76 5.125% !9S,006.28 5:125% 133,250.02 5.125% 68,162.52 36,387,738.46 Page 7 Total P+I Expenses NctNewD/S' 3,759,737.56 51,012.87 4,100,985,43 3,75l,025.06 51,866.66 4,093,566.72 4,039,275.06 50,488.76 4,089,763.82 4,048,275.06 48,779.40 4,097,054.46 4,037,52:5.06 46,975.66 4,084,500.72 4,041,725.06 45,092.50 4,086,81756 4,042,725.06 43,129.66 4,085,854.72 4,040,525.06 41,087.40 4,081,612,46 4,050,125.06 38,965.46 4,089,090.52 4,048,137.52 36,749.10 4,084,886.62 3,042,137.52 34,443.20 3,076,580.72 3,053,487.52 33,028.06 3,086,515.58 3,049,887.52 31,523.80 3,081,411.32 3,041,887.52 29,940.30 3,071,827.82 3,044,487.52 28,277.86 3,072,765.38 3,046,862.52 26,521.30 3,073,383.82 3,053,737.52 24,665.66 3,078,403.18 3,044,562.52 22,701.06 .'3,067,263.58 3,045,312.52 20,637.66 3,065,950.18 3,040,812.52 18,470.30 3,059,282.82 2,316,062.52 16,199.00 2,332,26L52 2,311,812.52 14,538.90 2,326,351.42 1,398,562.52 12,800.00 /,411,362.:52 1,401,562.52 U,860.00 1,413,422.52 1 ,402,062.52 10,870.00 1,412,932.52 1,405,062.52 9,830.00 1,414,892.52 1,403,943.76 8,735.00 1,412,678.76 1,400,006.28 7,585.00 1,407,591.28 1,403,250.02 6,380.00 1,409,630.02 1,398,162.52 5,110.00 1,403,272.52 86,162,738.46 828,264.57 87,571,913.03 File = MASTER-1.SF-Series 2002A 4/25/2002 4:43 PM 268 Final Numbers $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service NET DEBT SERVICE SCHEDULE Date Principal Coupon Interest TotalP+I Expenses Net New DIS 1lI01/2002 1,207,368.78 1,207,368.78 24.408.02 1,246,894.30 5/0112003 1,345,000.00 3.250% 1,207,368.78 2,552,368.78 26,604.85 2,854,091.13 1110112003 1,185,512.53 .1;18'5,512.53 25,933.33 1,219,283.36 5/0112004 1,380,000.00 3.750% 1,185,512.53 2,565,512.53 25,933.33 2,874,283.36 W01/2004 1,159,637.53 1,159,637.53 25,244.38 1,184,8SI.91 5/0112005 1,720,000.00 5.000% 1,159,637.53 2,879,637.53 25,244.38 2,904,881.91 1110112005 1,116,637.53 1,116,637.53 24,389.70 1,141,027.23 5/01/2006 1,815,000.00 5.000% 1,116,637.53 2,931,637.53 24,389.70 2,956,027.23 11/0112006 1,071,262.53 1,071,262.53 23,487.83 1,094,750.36 5/0112007 1,895,000.00 4.000% 1,071,262.53 2,966,262.53 23,487.83 2,989,750.36 1110112007 1,033,362.53 1,033,362.53 22,546.25 1,055,908.78 5/01/2008 1,975,000.00 4.000% 1,033,362.53 3,008,362.53 22,546.25 3,030,90S.78 11/0112008 993,862.53 993,862.53 21,564.83 1,015,427.36 5/0112009 2,055,000.00 4.000% 993,862.53 3,048,862.53 21,564.83 3,070,427.36 11/0112009 952,762.53 952,762.53 20,543.70 973,306.23 5/0112010 2,135,000.00 4.000% 952,762.53 3,087,762.53 20,543.70 3,108,306.23 11/01/2010 910,062.53 910,062.53 19,482.73 929,545.26 5101/2011 2,230,000.00 4.125% 910,062.53 3,140,062.53 19,482.73 3,159,545.26 I J/()1120Il 864,068.76 864,068.76 18,374.55 882,443.31 5/0112012 2,320,000.00 5.000% 864,068.76 3.1&4,068.76 18,374.55 3,202,443.31 11101/2012 806,068.76 806,068.76 17,221.60 823,290.36 5/0112013 1,430,000.00 5.500% 806,068.76 2,236,068.76 17,221.60 2,253,290.36 lII01120l3 766,743.76 766,743.76 16,514.03 783,257.79 5/0112014 1,520,000.00 5.500% 766,743.76 2,286,743.76 16,514.03 2,303,257.79 1110112014 724,943.76 724,943.76 15,761.90 740,705.66 5/0112015 1,600,000.00 5.500% 724,943.76 2,324,943.76 15,761.90 2,340,705.66 11/0112015 680,943.76 680,943.76 14,970.15 695,913.91 5/0112016 1,680,000.00 5.500% 680,943.76 2,360,943.76 14.970.15 2,375,913.91 11/0112016 634,743.76 634,743.76 14,138.93 648,8S2.69 5/0112017 1,775,000.00 5.500% 634,743.76 2,409,743.76 14,138.93 2,423,882.69 1110112017 585,931.26 585,931.26 13,260.65 599,191.91 5/01/2018 1,875,000.00 5.500% 585,931.26 2,460,931.26 13,260.65 2,474,191.91 11/0112018 534,368.76 534,368.76 12,332.83 546.701.59 5/01/2019 1,985,000.00 5.500% 534,368.76 2,519,368.76 12,332.83 2,531,701.59 1II0112019 479,781.26 479.781.26 11,350.·53 491,131.79 5/01/2020 2,085,000.00 5.000% 479,781.26 2,564,781.26 11,350.53 2,576,131.79 11/01/2020 427,656.26 427,656.26 10,318.83 437,975.09 5/0112021 2, 190,000.00 5.000% 427,656.26 2,617.656.26 10,318.83 2,627,975.09 11101/2021 372,906.26 372.906.26 9,235.15 382,141.41 5/01/2022 2,295,000.00 5.000% 372,906.26 2,667,906.26 9,235.15 2,677,141.41 11/01/2022 315.531.26 315,531.26 8,099.50 323,630.76 5/0112023 1,685,000.00 5.000% 315,531.26 2,000.531.26 8,099.50 2,008,630.76 11101/2023 273,406.26 273,406.26 7,269.45 280,675.71 5/0112024 1,765,000.00 5.000% 273,406.26 2,038,406.26 7,269.45 2,045,675.7t 11/0112024 229,281.26 229,281.26 6,400.00 235,681.26 Banc of America Securities LLC File = MASTER-l.SF-Series 2002A Public Finance Department 4/25/2002 4:43 PM Page 8 269 Final Numbers $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service NET DEBT SERVICE SCHEDULE Date Principal 5(01/2025 940,000.00 11(0112025 5/0112026 990,.00.0.00 ll/0112026 5/.01/2027 1,040,00.0.00 IliOI12027 510l/2Q28 1,.095,.0.0.0.00 1110112028 5/0112029 1,15.0,0.00 . .0.0 11/0112029 51.01/2.03.0 1,2.05,0.0.0.0.0 111.0112.030 51.0112031 1,27.0,.0.00 . .00 1110112.031 5/.01/2032 1,330,.0.0.0 • .0.0 Total 49,775,.00.0.00 Banc of America Securities LLC Public Finance Department Coupon Interest 5.000% 229,281.26 205,781.26 5 . .000% 205,781.26 181,.031.26 5 . .000% 181,031.26 155,.031.26 5.125% 155,.031.26 126,971.88 5.125% 126,971.88 97,503.14 S.125% 97,5.03.14 66,625.01 . 5.125% 66,625.01 34,.081.26 S.125% 34,.081.26 36,387,738.46 Page 9 Total P+I Expenses Net New DIS 1,169,281.26 6,400.00 1,175,681.26 20S,78L26 5,93.0 . .0.0 211,711.26 1.195,781.26 5,930.0.0 1,201,71 1.26 181,031.26 5,435 . .00 186,466.26 1,221 ,031.26 5,435.0.0 1,226,466.26 155,031.26 4,915 . .0.0 159,946.26 1,25.0,.031:26 4,91S.OO 1,254,946.26 126,971.88 4,367.50 131,339.38 1,276,971.88 4,367.5.0 1,281,339.38 97,SQ3.14 3,792.50 1.01,295.64 1,3.02,503.14 3,792.5.0 1,306,295.64 66,625 . .01 3,190 • .0.0 69,815:ot 1,336,625 . .01 3,19.0.0.0 1,339,815 • .01 34,.081.26 2,555 • .0.0 36,636.26 1,364,.081.26 2,555 • .0.0 1,366,636.26 86,162,738.46 828,264.57 87,571,913.03 File:= MASTER;"'l.SF-Series 2002A 4/25/2002 4:43 PM· 270 Maturity 5/0112003 5/0il2004 5/0112005 5/0tl2006 Sf 0 112007 510112008 510112009 510 1/20 W 5/0l/2011 5/0 1f20 12 5/0112013 5/0112014 S/0l/20tS 5/0112016 5/0112017 5/01/2018 510112019 S/0l/2022 5/0112027 5/01/2032 Total Final Numbers $49,775,000 Florida Municipal Loan Council, Series 2002A Aggregate Debt Service PRlCING SUMMARY Type of Bond Coupon Yield Maturity Value Price Serial Coupon 3.250% 1.940% 1,345,000.00 . 101.233% . Serial Coupon 3.750% 2.560% 1,380,000.00 102.254% Serial Coupon 5.000% 2.980% 1,720,000.00 105.613% Serial Coupon 5.000% 3.240% 1,815,000.00 106.483% Serial Coupon 4.000% ·3.510% 1,895,000.00 102.209% Serial Coupon 4.000% 3.750% 1,975,000.00 101.321% Serial Coupon 4.000% 3.930% 2,055,000.00 100.420% Serial Coupon 4.000% 4.070% 2,135,000.00 99.526% Serial Coupon 4.125% 4.180% 2,230,000.00 99.590% Serial Coupon 5.000% 4.280% 2,320;000.00 105.784% Serial Coupon 5.500% 4.400% 1,430,OO(}'oO 109.436% c Serial Coupon 5.500% 4.480% 1,520,000.00 108.752% c Serial Coupon 5.500% 4590% 1,600,000.00 107.764% c Serial Coupon 5.500% 4.720% 1,680,000.00 106.610".4 c Serial Coupon 5.500% 4.790% 1,775,000.00 105.995% c Serial Coupon 5.500% 4.860% 1,875,000.00 105.384% c Serial Coupon 5.500% 4.930% 1,985,000.00 104.777% c Term 1 Coupon 5.000% 5.100% 6,570,000.00 98.754% Term 2 Coupon 5.000% 5.210% 6,420,000.00 97.083% Term 3 Coupon 5.125% 5.260% 6,050,000.00 97.972% 49,775,000.00 BID INFORMATION Par Amount of Bonds ........................................................... $49,775,000.00 Reoffering Premium or (Discount)....................................... 868,032.60 Gross Production.................................................................. $50,643,032.60 Total Underwriter's Discount (0.599%) ............................. : Bid (101.145%) ................................................................... . $(298,191.05) SO,344,84L55 Accrued Interest from 05/01/2002 to 05/17/2002................ 107,321.66 Total Purchase Price ............................................................. $50,452,163.21 Bond Year Dollars .............................................................. .. A verage Life ..................... ~ ................................................. .. Average Coupou ................................................................. .. Net Interest Cost (NIC) ....................................................... . True Interest Cost (TIC) ..................................................... .. $721,870.00 14.503 Years 5.0407606% 4.9618210% 4.8953497% - Dollar Price 1,361,583.85 l,411,IOS.20 1,817,575.60 1,932,666.45 1,936,860.55 2,001,089.75 2,063,631.00 2,124,880.10 2,220,857.00 2,454,188.80 1,564,934.80 1,653,030.40 1,724,224.00 1,791,048.00 1,881,41l.Z5 1,975,950.00 2,079,823.45 6,488,137.80 6,232,728.60 5,927,306.00 50,643,032.60 -----------------------------------------------~-----------------------------Bane of America Securities LLC File = MASTER-l.SF-Series 2002A Public Finance Department 4/25/2002 4:43 PM Page JO 271 Florida Municipal Loan Council Tallahassee, Florida City of South Miami South Miami, Florida EXHlBITB May 17, 2002 Re: $49,775,000 Florida Municipal Loan Council Revenue Bonds, Series 2002A' ($6,500,000 City of South Miami Loan) Ladies and Gentlemen: The undersigned, as the Underwriter in connection with the sale of the above-referenced Series 2002A Bonds, hereby represents that: 1. All ofthe Series 2002A Bonds have been the subject of an initial offeringto the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of under- writers or wholesalers), made pursuant to the Bond Purchase Contract between the Florida Municipal Loan Council (the IlCouncil") and the'Underwriter, at prices no higher than, or yields no lower than, those shown on the inside cover ofthe Official Statement relating to the Series 2002A Bonds. To the best of our knowledge, based on our records and other information available to us which we believe to be correct, at least 10% of the Series 2002A Bonds of each maturity were sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at such prices. 2. The present value of the premiums paid to obtain the Bond Insurance and Reserve Policy from 1vll3IA Insurance Corporation for the Series 2002A Bonds is less than the present value of the interest reasonably expected to be saved as a result of the insurance. In determinii1g such present value savings for the City of South MiamiPortion of the Series 2002A Bonds, the yield on the City of South Miami Portion was used as the discount rate. B-1 272 3. The funding of the Reserve Fund (through the purchase of the Reserve Policy) securing the Series 2002A Bonds in an amount equal to the Reserve Requirement was a vital factor ,in marketing the Series 2002A Bonds, facilitated the marketing of the Series 2002A Bonds at an interest rate comparable to that of other bond issues of a similar type, and was a requirement for obtaining the Bond Insurance. We understand that Bond Counsel may rely upon the representations contained in this letter, among other things, in rendering its opinion that interest on the Series 2002A Bonds is excluded from gross income for Federal income tax purposes. B-2 BANC OF AMERICA SECURITIES LLC BY:~- Name: David Thornton Title: Principal 273 EXHlBITC [ATTACH MBIA LETTER OF REPRESENTATIONS] C-l 274 MElIA Florida Municipal Loan Council clo Florida League of Cities 301 South Bronough Street Tallahassee, FL 32301 TAX CERTIFICATE Re: $49,775,000 Florida Municipal Loan Council Revenue Bonds Series 2002A Ladies and Gentlemen: In connection with the issuance of the above-referenced obligations (the "Obligations"), we are issuing a financial guaranty insurance policy (the "Policy") securing the payment of principal and interest on the Obligations. This is to advise you that: 1. The Policy and Surety Bond are unconditional obligations ofMBIA Insurance Corporation (the "Insurer") to" pay scheduled payments of principal" and interest on the Obligations in the event of a failure to do so by the Florida Municipal Loan Council (the "Issuer"); 2. The insurance premium in the amount of $345,000 and the surety bond premium in the amount of $54,000 represent the charge for a transfer of credit risk and were detennined in arm's-length negotiations and are required to be paid as a condition to the issuance of the Policy and the Surety Bond; 3. No portion of such premiums represents an indirect payment of costs related to the issuance of the Obligations, other than for the transfer of credit risk; 4. The Insurer does not reasonably expect that it will be called upon to make any payment under the Policy or the Surety Bond; 5. To the extent the Insurer is called upon to make any payment under the PolicY. the Insurer reasonably expects to pursue all available legal remedies to secure reimbursement for such payment. 6. The Insurer would not have issued the Policy in the absence of a Debt Service Reserve Fund of the size and type established by the Trust Indenture pursuant to which the Obligations are being issued. Dated: May 17,2002 MB A INSURANCE CORPORATION Florida Municipal Loan Council Tallahassee, Florida City of South Miami South Miami, Florida EXHJBITD May 17, 2002 Re: $49,775,000 Florida Municipal Loan Council Revenue Bonds, Series 2002A ($6,500,000 City of South Miami Loan) Ladies and Gentlemen: This letter instructs you as to certain requirements of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the issuance by the Florida Municipal Loan Council (the "Council") of its $49,775,000 Revenue Bonds, Series 2002A (the "Series 2002A Bondsl1 ). Pursuant to a Loan Agreement dated as of May 1, 2002 (the I1Loan Agreement") between the Council and the City of South Miami, Florida (the "City") a portion of the proceeds ofthe Series 2002A Bonds (the "City of South Miami Portion") will be used to make a loan to the City in the original principal an:iount of $6,500,000 (the "City of South Miami Loan"). Capitalized tenus used in this letter, not otherwise defined herein, shall have the same meanings as set forth in the Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, As Amended (the "Tax Certificate") relating to the City of South Miami Loan and the City of South Miami Portion executed by the City and the Council on the date hereof. This letter is intended to provide you with general guidance regarding compliance with Section 148(f) ofthe Code. In order for the Series 2002A Bonds to satisfY the rebate requirements of Section 148(f), it will be necessary that such requirements be satisfied with respect to the City of South Miami Loan (as well as each other loans made from the proceeds of the Series 2002A Bonds ). This letter provides guidance with respect to compliance for the City of South Miami Loan. Because the requirements of the Code are subject to amplification and clarification, you should seek . supplements to this letter from time to time to reflect any additional or different requirements of the Code. In particular, you should be aware that regulations implementing the rebate requirements of Section l48(f) (the trRegulations lt ) have been issued by the United States Treasury Department. TIus complex set of regulations will, by necessity, be subject to continuing interpretation and clarification D-l 276 through future rulings or other announcements of the United States Treasury Department. You should seek further advice of Bond Counsel as to the effect of any such future interpretations before the computation and payment of any arbitrage rebate. For the purposes of this Letter, (i) any instructions relating to a fund or account shall be deemed to apply only to the portion of such fund or account allocable to the City of South Miami Loan and (ii) any reference to "the date hereof' shall be deemed to mean May 17, 2002. Section 1. Tax Covenants. Pursuant to Section 13.08 of a Trust Indenture, dated as of May 1, 2002, by and between the Council and Wachovia Bank, National Association, as Trustee (the "Indenture"), the Council has made certain covenants designed to assure that the interest with respect to the Series 2002A'Bonds is and shall remain excluded fr<?m gross income for federal income tax purposes. The City has made similar covenants in Section 2.020) of the Loan Agreement. The Council and the City have agreed, and by this Letter do hereby covenan~ that they will not directly or indirectly use or pennit the use of any proceeds of the Series 2002A Bonds, the City of South Miami Loan or any other funds or take or omit to take any action that would cause the Series 2002A Bonds or the City of South Miami Loan to be "arbitrage bonds" within the meaning of Section 148 of the Code and that would cause interest on the Series 2002A Bonds or the City of South Miami Loan to be included in gross income for federal income tax purposes under the provisions of the Code. You have further agreed by this letter to comply with aU other requirements as shall be detennined by Bond Counsel (as hereinafter defined) to be necessary or appropriate to assure that interest on the Series 2002A Bonds will be excluded from gross income for federal income tax purposes. To that end, the Council and the City will comply with all requirements of Section 148 of the Code to the extent applicable to the Series 2002A Bonds. In the event that at any time the Council is of the opinion that for purposes of this Section 1 it is neceSSalY to restrict or to limit the yield on the investment of any moneys held by the Council, the Council shall take such action as may be necessary. Section 2. Definitions. Unless the context otherwise requires, in addition to the use of the tenns defined in the Tax Certificate, the fo Howing capitalized terms have the fo Howing meanings: "Bond Counsel'! shall mean Bryant, Miller alld Olive, P.A., or other nationally recognized bond counsel. "Bond Year" shall mean the one year period that ends at the close of business on the day in the calendar year that is selected by the City. The first and last bond years may be short periods. "Bond Yield" shall mean that discount rate that, when used in computing the present value on the Delivery Date of all unconditionally payable payments of principal, interest, retirement price, and Qualified Guarantee payments paid and to be paid on the City of South Miami Portion~ produces an amount equal to the present value on the Delivery Date, using the same discount rate, of the aggregate Issue Price of the City of South Miami Portion. Yield is computed under the Economic Accrual Method using any consistently applied compounding interval of not more than one year. D-2 277 Short first and last compounding intervals may be used. Other reasonable, standard financial conventions, such as the 30 days per monthl360 days per year convention, may be used in computing' yield but must be consistently 'applied. The yield of the City of South Miami Loan shall be equal to the yield of the City of South Miami Portion. The yield on the City of South Miami Portion, computed by Banc of America Securities LLC in this manner, is 5.1071139%. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulat~ons promulgated thereunder. "Computation Date" shall mean any date selected by the City as a computation date pursuant to Section 1.148-3(e) of the Regulations, and the Final Computation Date. " . "Computation Credit Arriount" means an amount, as of each Computation Credit Date, equal to $1,000. ftComputation Credit Date" means the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of the Series 2002A Bonds that are subject to the rebate requirement of Section 148(f) of the Code, and the Final Computation Date. "Delivery Date" shall mean May 17, 2002. "Economic Accrual Method" shall mean the method of computing yield that is based on the compounding of interest at the end of each compounding period (also lmown as the constant interest method or the actuarial method). "Final Computation Date" shall mean the date that the City of South Miami Loan is discharged. "Gross Proceeds" shall mean with respect to the City of South Miami Loan, any proceeds of the City of South Miami Loan and any funds (other than the proceeds of the City of South Miami Loan) that are a part of a reserve or replacement fund for the loan, which amounts include amounts which are (A) actually or constructively received by the City from the sale of the City of South Miami Portion of the Series 2002A Bonds (other than amounts used to pay Accrued Interest on the City of South Miami Portion as set forth in the Tax Certificate); (B) treated as transferred proceeds (as defined in Section 1. 148-9(b ) of the Regulations); (C) treated as Replacement Proceeds under Section 1.148-1(c) of the Regulations; (D) invested in a reasonably required reserve or replacement fund (as defined in Section 1. 148-2(f) of the Regulations); (E) pledged by the Councilor the City as security for payment of debt service on the City of South Miami Loan or the City of South Miami Portion; (F) received with respect to obligations acquired with proceeds of the City of South Miami Portion; (G) used to pay debt service on the City of South Miami Loan and the City of South Miami Portion; and (H) otherwise received as a result of investing any proceeds of the City of South Miami Loan or City of South Miami Portion. The detennination of whether an amount is included'within this definition shall be made without regard to whether the amount is credited to any fund or account D-3 278 established under the Indenture or Loan Agreement or (except in the case of an amount described in (E) above) whether the amount is subject to the pledge of such instruments. "Guaranteed Investment ContractU means any Nonpurpose Investment that has specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, and also includes any agreement to supply investments on two or more future dates (e.g., a forward supply contract). "Installment Payment DateU shall mean a Computation Date that is not later than 5 years after the Delivery Date and subsequent Computation Dates which occur no later than 5 years after the , immediately preceding Installment Payment Date. "Investment Property" shall mean any security or obligation, any annuity contract or other investment-type property within the meaning of Section 148(b)(2) of the Code. The term Investment Property shall not include any obligation the interest on which is excluded from gross income (other than a Specified Private Activity Bond within the meaning of Section 57(a)(5)(C) of the Code) and shall not include an obligation that is a one-day certificate of indebtedness issued by the United States Treasury pursuant to the Demand Deposit State and Local Govenunent Series Program described in 31 CFR, part 344. "Issue Price" shall mean, with respect to each bond comprising the City of South Miami Portion, the issue price for such bond based upon the representations contained in a letter from Bane of America Securities LLC., as the underwriter of the Series 2002A Bonds, attached as Exhibit B to the Tax Certificate. "Issue Yield" shall mean the Bond Yield unless the Series 2002A Bonds are described in Section 1.148-4(b)(3) or (4) ofthe Regulations, in which c'ase, the Issue Yield shall be the Bond Yield as recomputed in accordance with such provisions of the Regulations. "Nonpurpose Investment" shall mean any hlVestment Property in which Gross Proceeds are invested, other than anyPurpose Investment as defined in Section 1.148-1 (b) of the Regulations. For purposes of this Letter, Investment Property acquired with revenues deposited in the Principal Fund or the Revenue Fund to be used to pay debt service on the City of South Miami Portion within 13 months of the date of deposit therein shall be disregarded. "Nonpurpose Payment" shall, with respect to a Nonpurpose Investment allocated to the City of South Miami Loan, include the following: (1) the amount actually or constructively paid to acquire the Nonpurpose Investment; (2) the Value of an investment not acquired with Gross Proceeds on the date such investment is allocated to the City' of South Miami Loan, and(3) any payment of Reba table Arbitrage to the United States Government not later than the date such amount was required to be paid. In addition, the Computation Credit Amount shall be treated as a Nonpurpose Payment with respect to the City of South Miami Loan on each Computation Credit Date. D-4 279 "Nonpurpose Receipt" shall mean any receipt or payment with respect to a Nonpurpose Investment allocated to the City of South Miami Loan. For this purpose the term "receipt" means any amount actually or constructively received with respect to the investment. In the event a Nonpurpose Investment ceases to be allocated to the City of South Miami Loanother than by reason of a sale or retirement, such Nonpurpose Investment shall be treated as if sold on the date of such cessation for its Value. In addition, the Value of each Nonpurpose Investment at the close of business on each Computation Date shall be taken into account as a Nonpurpose Receipt as of such date; and each refund of Reba table Arbitrage pursuant to Section 1. 148-3 (i) of the Regulations shall be treated as a Nonpurpose Receipt. "Qualified Guarantee" shall mean the Municipal Bond Insurance Policy and Reserve Policy issued by MBIA Insurance Corporation in connection with the Series 2002A Bonds. "Rebatable Arbitrage" shall mean as of any Computation Date the excess of the future value of all Nonpurpose Receipts with respect to the City of South Miami Loanover the future value of all Nonpurpose Payments with respect to the City of South Miami Loan. The future value of a Nonpurpose Payment or a Nonpurpose Receipt as of any Computation Date is determined using the Economic Accrual Method and equals the value of that payment or receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Issue Yield, using the same compounding interval and financial conventions used in computing that yield. "Retirement Price" shall mean, with respect to a bond, the amount paid in connection with the retirement or redemption of the bond. "Value" means value as determined under Section 1.148-5(d) of the Regulations for investments. Section 3. Rebate Requirement. ( a) Pursuant to this Letter there shall be established a fund separate from any other fund established and maintained under the Indenture designated the Rebate Fund (the "Rebate Fundlf ) with a separate account for the City of South Miami Loan. The Council shall administer or cause to be administered the Rebate Fund and invest any amounts held therein in Nonpurpose Investments. Moneys shall not be transferred from the Rebate Fund except as provided in this Section 3. (b) Unless the one or more of the Spending Exceptions to Rebate described in Appendix I to this letter are applicable to all or a portion ofthe Gross Proceeds, the Council specifically covenants that it will payor cause to be paid to the United States Government the following amounts: D-5 280 (1) No later than 60 days after each Installment Payment Date, an amount which, when added to the future value .of all previous rebate payments made with respect to the City of South Miami Loan, equals at least 90 percent of the Rebatable Arbitrage calculated as ?f each such Installment Payment Date; and (2) No later than 60 days after the Final Computation Date, an amount which, when added to the future value of all previous rebate payments made with respect to the City of South Miami Loan, equals 100 percent of the Rebatable Arbitrage as of the Final Computation Date. (c) Any payment of Reba tab Ie Arbitrage made within the 60-day period described in Section 3(b)(1) and (2) above may be treated as paid on the Installment Payment Date or Final computation date to which it relates. . (d) On or before 55 days following each Installment Payment Date and the Final Computation Date, the Council shall determine the amount of Reba tab Ie Arbitrage to be paid to the United States Government as required by Section 3(b) ofthis Letter. Upon making this determination, the Council shall take the following actions: (1) Ifthe amount ofRebatable Arbitrage is calculated to be positive, cause the required amount of Rebatable Arbitrage to be deposited to the Rebate Fund; (2) If the amount of Rebatable Arbitrage is calculated to be negative and money is being held in the Rebate Fund for the City of South Miami Loan, cause the amount on deposit in such fund to be transferred to the City; and . (3) On or before 60 days following the Iristallment Payment Date or Final Computation Date, cause amount described in Section 3(b) of this Letter to be paid to the United States Government at the Internal Revenue Service Center, Ogden, Utah 84201. Payment shall be accompanied by Form 8038-T identifying the payment as being made in connection with the City of South Miami Loan. A rebate payment is paid when it is filed with the Internal Revenue Service at the above location. ( e) The Council and the City shall keep or cause to be kept proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application ofthe money related to the City of South Miami Loan and the City of South Miami Portion, including money derived from, pledged to, or to be used to make payments on the City of City of South Miami Loan or the City of South Miami Portion. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Council, the City or the Trustee is to be allocated and shall set forth, in the case of each investment security, (a) its purchase price; (b) nominal rate of interest; (c) the amount of accrued interest purchased (included in the purchase price); (d) the par or face amount; (e) maturity date; (f) the amount of original issue discount or D-6 281 premium (if any); (g) the type of Investment Property; (h) the frequency of periodic payments; (i) the period of compounding; (j) the yield to maturity; (k) date of disposition; (1) amount realized on disposition (including accrued interest); and (m) m"arket price data sufficient to establish the fair market value of any Nonpurpose investment as of any Computation Date, and as of the date such Nonpurpose Investment becomes allocable:to, or ceases to be allocable to, Gross Proceeds o'fthe City of South Miami Loan. Section 4. Prohibited Investments and Dispositions. (a) No Investment Property shall be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment Property. No Investment Property shall be sold or otherwise disposed of .for an amount (including transaction costs) less than the fair market value of the Investment Property. (b) For purposes of subsection 4(a), the fair market value of any Investment Property for which there is an established market shall be detennined as provided in subsection 4(c). Except as otherwise provided in subsections 4(e) and (f), any market especially established to provide Investment Property to an issuer of governmental obligations shall not be treated as an established market. (c) The fair market value of any Investment Property for which there is an established market is the plice at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's-length transaction. Fair market value is generally determined on the date on which a contract to purchase or sell the Investment Property becomes binding (i.e., the trade date rather than the settlement date). If a United States Treasury obligation is acquired directly from or disposed of directly to the United States Treasury, such acquisition or disposition shall be treated as establishing a market for the obligation and as establishing the fair market value of the obligation. (d) Except to the extent provided in subsections (e) and Cf), any Investment Property for which there is not an established market shall be rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. ( e) In the case of a celiificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, the purchase price of such a certificate of deposit is treated as its fair market value 011 its purchase date if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations ofthe United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the pUblic. D-7 282 (f) The purchase price of a Guaranteed Investment Contract is treated as its fair market value on the purchase date if the Council or the City complies with the competitive bidding procedures set forth in Section 1. 148-5(d)(6)(iii) ofthe Regulations. Section 5. Accounting for Gross Proceeds. In order to perform the calculations required by the Code and the Regulations, it is necessary to track the investment and expenditure of all Gross Proceeds. To that end,. the Council, the City, and the Trustee must adopt reasonable and consistently applied methods of accounting for all Gross Proceeds. Section 6. Administrative Costs of Investments. (a) Except as othetytise provided in this Section, an allocation of Gross Proceeds of the City of South Miam~ Loan to a payment or receipt on a Nonpurpose Investment is not adjusted to take into account any costs or expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus, administrative costs generally do' not increase the payments for, or reduce the receipts from, Nonpurpose Investments. (b) In determining payments and receipts on Nonpurpose Investments, Qualified Administrative Costs are taken into account by increasing payments for, or reducing the receipts from, the Nonpurpose Investments. Qualified Administrative Costs are reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody, and similar costs. General overhead costs and similar indirect costs of the Councilor the City such as employee salaries and office expenses and costs associated with computing Rebatable Arbitrage are not Qualified Administrative Costs. (c) Qualified Administrative Costs include all reasonable administrative costs, without regard to the limitation on indirect costs stated in subsection (b) above, incurred by: (i) A publicly offered regulated investment company (as defined in Section 67(c)(2)(B) of the Code); and (ii) A commingled fund in which the Council and any related parties do not own more than 10 percent of the beneficial interest in the fund. (d) For a Guaranteed Investment Contract, a broker's commission paid on behalf of either the Councilor the provider is not a Qualified Administrative Cost to the extent that the present value of the commission, as of the date the Guaranteed Investment Contract is allocated to Gross Proceeds, exceeds the present value of annual payments equal to .05 percent of the weighted average amount reasonably expected to be invested each year during the contract. For this purpose, present value is computed using the taxable discount rate used D-8 283 by the parties. to compute the commission or, if not readily ascertainable, a reasonable taxable discount rate. Section 7. Records: Bond Counsel Opinion. (a) The Council shall retain or cause to be retained all records with respect to the calculations and instructions required by this Letter for at least 6 years after the date on which the last of the principal of and interest on the City of South Miami Loan has been paid, whether upon maturity, redemption or acceleration thereof. (b) Notwithstanding any provisions oftms Letter, ifthe Council shall be provided an opinion of Bond Counsel that any specified action required under this Letter is no longer required or that some further or different action is required to maintain or assure the exclusion from federal gross income of interest with respect to the City 'of South Miami Loan or the Series 2002A Bonds, the Council may conclusively rely on such opinion in complying with the requirements of this Letter. D-9 284 Section 8. Survival of Defeasance. NotwithstaJ.?ding anything i,n this Letter to the contrary, the obligation of the Council to remit .the Rebate Requirement to the United States Department of the Treasury and to comply with all other requirements contained in this Letter must survive the defeasance or payment of the Series 2002A Bonds. Received and acknowledged: Florida Municipal Loan Council v~==-By: ___ ~_ '(_t-\ __ ;~_->.-__ _ Chainnan City of South Miami, Florida . ( 'I " v Wachovia Bank, National Association, asTrustee ~., BY:~. ~ ~OliZed:Representative Dated: May 17,2002. Very truly yours, BRYANT, MILLER AND OLIVE, P.A. ~r,;t1~~JfA. D-IO 285 Appendix I Spending Exceptions to Rebate (a) Generally. All, or certain discrete portions, of an issue are treated as meeting the Rebate Requirement of Section 148(f) of the Code if one or more ofthe spending exceptions set forth in this Appendix are satisfied. Use of the spending exceptions is not mandatory, except that where an issuer elects to apply the 1-112 percent penalty (as described below) the issuer must apply that penalty to the Construction Issue. An issuer may apply the Rebate Requirement to .an issue that otherwise satisfies a spending exception. Special definitions relating to the spending exceptions are contained in section (h)ofthis Appendix. . . . Where several obligations. that otherwise constitute a single issue are used to" finance two or more separate governmental purposes, the issue constitutes a "multipurpose issuelt and the bonds, as well as their respective proceeds, allocated to each separate purpose may be treated as separate issues for purposes of the spending exceptions. In allocating an issue among its several separate governmental purposes, "common costslt are generally not treated as separate governmental purposes and must be allocated ratably among the discrete separate purposes unless some other allocation method more accurately reflects the extent to which any particular separate discrete purpose enjoys the economic benefit (or bears the economic burden) of the certain common costs (e.g., a newly funded reserve for a parity issue that is partially new money and partially a refunding for savings on prior bonds). Separate purposes include refunding a separate prior issue, financing a separate Purpose Investment (e.g., a separate loan), financing a Construction Issue, and any clearly discrete governmental purpose reasonably expected to be financed by the issue. In addition, as a general rule, all integrated or functionally related capital projects qualifying for the same initial temporary period (e.g., 3 years) are treated as having a single governmental purpose. Finally, separate purposes may be combined and treated as a single purpose if the proce~ds are eligible f()f the same initial temporary period (e.g., advance refundings of several separate prior issues could be combined, or several non- integrated and functionally unrelated capital projects such as airport runway improvements and a water distribution system). The spending exceptions described in this Appendix are applied separately to each separate issue component of a multipurpose issue unless otherwise specifically noted. (b) Six-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if (i) the gross proceeds of the issue are allocated to expenditures for the governmental purposes of the issue within the six-month period beginning on the issue date (the "six-month spending period") and (ii) the Rebate Requirement is met for amounts not required to be spent within the six-month spending period (excluding earnings on a bona fide debt service fund). For purposes ofthe six-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona 1-1 286 fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that "become Gross Proceeds after the end of the six-month spending period, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1. 148-6(d)( 4» financed by the issue. In the case of an issue no bond of which is a private activity bond (other than a qualified 501(c)(3) bond) or a tax or revenue anticipation bond, the six-month spending period is extended for an additional six months for the portion of the proceeds of the issue which are not expended within the six-month spending period if such portion does not exceed the lesser of five percent 0 f the Proceeds of the issue or $100,000. (c) IS-Month Exception: An issue is treated as meeting the Rebate Requirement under this exception if all of the following requirements are satisfied: (i) the gross proceeds are allocated to expenditures for a governmental purpose of the issue in accordance with the following schedule (the "18-month expenditure schedule") measured from the issue date: (A) at least 15 percent within six months, (B) at least 60 percent within 12 months and (C) 1 00 percent within IS months; (li) the Rebate Requirement is met for all amounts not required to be spent in accordance with the IS-month expenditure schedule (other than earnings on a bona fide debt service fund); and (iii) all of the gross proceeds of the issue qualify for the initial temporary period under Treasury Regulation Section 1.148-2( e)(2). For purposes of the IS-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the I8-month expenditure schedule, (iv) that represent Sale Proceeds or illvestment Proceeds derived from payments under any Purpose illvestment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6( d)( 4)} financed by the issue~ In addition, for purposes of determining compliance with the first two spending periods, the investment proceeds included in gross proceeds are based on the issuer's reasonable expectations as of the issue date rather than the actual Investment Proceeds; for the third, final period, actual illvestment Proceeds earned to date are Used in place ofthe reasonably expected earnings. An issue does not fail to satisfY the spending requirement for the third spending period above as a result of a Reasonable Retainage if the Reasonable Retainage is allocated to expenditures within 30 months of the issue date. The IS-month exception does not apply to an issue any portion of which is treated as meeting the Rebate Requirement as a result of satisfying the twowyear exception. (d) Two-Year Exception. A Construction Issue is treated as meeting the Rebate Requirement for A vailab Ie Construction Proceeds under this exception if those proceeds are allocated 1-2 287 to expenditures for governmental purposes of the issue in accordance with the following schedule (the "two-year expenditure schedule"), measured from the issue date: ' (i) at least 10 percent within six months; (ii) at least 45 percent within one year; (iii) at least 75 percent within 18 months; and (iv) 100 percent within two years. An issue does not fail to satisfy the' spending requirement for the fourth spending period above as a result of unspent amounts for Reasonable Retainage if those amounts are allocated to expenditures within three years of the issue date. (e) Expenditures for Governmental Purposes of the Issue. For purposes of the spending exceptions, expenditures for the governmental purposes of an issue include payments for interest, but not principal, on the issue and for principal or interest on another issue of obligations. The preceding sentence does not apply for purposes of the 18-month and two-year exceptions if those payments cause the issue to be a refunding issue. '(f) De Minimis Rule. Any failure to satisfy the final spending requirement ofthe 18- month exception or the two-year exception is disregarded if the issuer exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of three percent of the issue price ofthe issue or $250,000. (g) Elections Applicable to the Two-Year Exception. An issuer may elect separately to make one or more of the following elections with respect to the two-year spending exception: (1) Earnings on Reasonably Required Reserve or Replacement Fund. An issuer may elect on or before the issue date to exclude from Available Construction Proceeds the earnings on any reasonably required reserve or replacement fund. If the election is made, the Rebate Requirement applies to the excluded amounts from the issue date. (2) Actual Facts. For the provisions relating to the two-year exception that apply based on the issuer's reasonable expectations, an issuer may elect on or before theissue date to apply all ofthose provisions based on actual facts. This erection does not apply for purposes of detennining whether an issue is a Construction Issue and if the 1-1/2 percent penalty election is made. (3) Separate Issue. ,For purposes of the two-year exception, if any proceeds of any issue are to be used for Construction Expenditures, the issuer may elect on or before the issue date to treat the portion of the issue that is not a refunding issue as two, and only two, separate issues, if (i) one of the separate issues is a Construction Issue, (ii) the issuer reasonably expects, as I-3 288 of the issue date, that such Construction Issue will finance all of the Construction Expenditures to be financed by the issue and (iii) the issuer makes an election to apportion the issue in which it identifies the amount of the issue price of the issue allocable to the Construction Issue. (4) Penalty in Lieu of Rebate. An issuer ofa Construction Issue may irrevocably elect on or before the issue date to pay a penalty (the" 1-112 percent penalty") to the United States in lieu of the obligation to pay the rebate amount on Available Construction Proceeds. upon failure to satisfY the spending requirements of the two-year expenditure schedule. The 1-112 percent penalty is calc"\llated separately for each spending period, including each semiannual"period after the end of the fourth spending period, alld is equal to 1.5 percent times the underexpended proceeds as of the end of the spending period .. For each spending period; underexpended proceeds equal the amount of Available Construction Proceeds. required to be spent by the end of the spending period, less the amount actually allocated to expenditures for the governmental purposes of the issue by that date. The 1-1/2 percent penalty must be paid to the United States no later than 90 days after the end ofthe spending period to which it relates. The 1-1/2 percent penalty continues to apply at the end of each spending period and each semiannual period thereafter until the earliest of the following: (i) the tennination of the penalty under Treasury Regulation Section 1.148-7(1), (ii) the expenditure of all ofthe Available Construction Proceeds or (iii) the last stated final maturity date of bonds that are part of the issue and any bonds that refund those bonds. If an issue meets the exception for Reasonable Retainage except that all retainage is not spent within three years of the issue date, the issuer must pay the 1-112 percent penalty to the United States for any Reasonable Retainage that was not so spent as of the close ofthe three-year period and each later spending period. (h) Special Definitions Relating tQ Spending Expenditures. (1) Available Construction Proceeds shall mean, with respect to an issue; the amount equal to the sum of the issue price ofthe issue, eamings on such issue price, earnings on amounts in any reasonably required reserve or replacement fund not funded from the issue and earnings on' all of the foregoing earnings, less the amount of such issue price in any reasonably required reserve or replacement fund and less the issuance costs financed by the issue. For purposes of this definition, earnings include earnings on any tax-exempt bond. For the first three spending periods of the nvo-year expenditure schedule described in Treasury Regulation Section 1.148-7(e), Available Construction Proceeds include the amount of future earnings that the issuer reasonably expected as of the issue date. For the fourth spending period described in Treasury Regulation Section 1.148-7(e), Available Construction Proceeds include the actual earnings received. Earnings on any reasonably required reserve or replacement fund are Available Construction Proceeds only to the extent that those earnings accrue before the earlier of (i) the date construction is substantially completed or (ii) the date that is two years after the issue date. For this purpose, construction may be treated as substantially completed when the issuer abandons construction or when at least 90 percent of the t.otal costs of the construction that the issuer reasonably expects as of such date will be fmanced with proceeds ofthe issue have been allocated to expenditures. If only a portion of the construction is abandoned, the date of substantial completion is the date the non-abandoned portion of the construction is substantially completed. I-4 289 (2) Construction Expenditures shall mean capital expenditures (as defined in Treasury Regulation Section 1.150-1) that are allocable to the cost of Real Property or Constructed Personal Property. Construction Expenditures do not include expenditures for acquisitions of interest in land or other existing Real Property. (3) Construction Issue shall mean any issue that isnot a refunding issue if 0) the issuer reasonably expects, as of the issue date, that at least 75 percent of the Ayailable Construction Proceeds of the issue will be allocated to Construction Expenditures for property owned by a governmental unit or a 501 (c)(3) organization and (ii) any private activity bonds that are part of the issue are qualified 50 1 (c)(3) bonds or private activity bonds issued to financed property to be owned by a governmental unit or a 501(c)(3) organization. (4) Constructed Personal Property shall mean Tangible Personal Property or Specially Developed Computer Software if (i) a substantial portion of the property is completed more than six months after the earlier of the date construction or rehabilitation commenced and the date the issuer entered into an acquisition contract; (U) based on the reasonable expectations of the issuer, if any, or representations of the person constructing the property, with the exercise of due diligence, completion of construction or rehabilitation (and delivery to the issuer) could not have occurred within that six-month period; and (iii) if the issuer itselfbuilds or rehabilitates the property, not more than 75 percent ofthe capitalizable cost is attributable to property acquired by the issuer. (5) Real Property shall mean land and improvements to land, such as buildings or other inherently pennanent structures, including interests in real property. For example, Real Property inclu.des wiring in a building, plumbing systems, central heating or air-conditioning systems, pipes or ducts, elevators, escalators installed in a building, paved parking areas, roads, wharves and docks, bridges, and sewage lines. (6) Reasonable Retainage shall mean an amount, not to exceed five percent of (i) Available Construction Proceeds as of the end of the two-year expenditure schedule (in the case of the two-year exception to the Rebate Requirement) or (ii) Net Sale Proceeds as of the end of the IS-month expenditure schedule (in the case ofthe I8-month exception to the Rebate Requirement), that is retained for reasonable business purposes relating to the property financed with the issue. For example, a Reasonable Retainage may include a retention to ensure Of promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the issuer reasonably determines that a dispute exists regarding completion or payment. (7) Specially Developed Computer Software shall mean any programs or routines used to cause a computer to perform a desired task or set of tasks, and the documentation required to describe and maintain those programs, provided thatthe software is specially developed and is functionally related and subordinate to Real Property or other Constructed Personal Property. (S) Tangible Personal Property shall mean any tangible property other than Real Property,including interests in tangible personal property. For example, Tangible Personal Property 1-5 290 includes machinery that is not a structural component of a building, subway cars, fire trucks, automobiles, office equipment, testing equipment, and furnishings. (i) Special Rules Relating to Refundings. (1) Transferred Proceeds. In the event that a prior issue that might otherwise qualify for one of the spending exceptions is refunded, then for purposes of applying the spending exceptions to the prior issue, proceeds of the prior issue that become transferred proceeds of the refunding issue continue to be treated as unspent proceeds of the prior issue; if such unspent proceeds satisfy the requirements of one of the spending exceptions then they are not subject to' rebate either as proceeds of the prior issue or of the refunding issue. Generally, the only spending exception applicable to refunding issues is the six-month exception. In applying the six-month exception to a refunding of a prior issue, only transferred proceeds of the refunding issue from a taxable prior issue and other amounts excluded from the definition of gross proceeds ofthe prior issue under the special definition of gross proceeds contained in section (b) above are treated as gross proceeds of the refunding issue and so are subject to the six-month exception applicable to the refunding issue. (2) Series of Refundings. In the event that an issuer undertakes a series of refundings for a principal purpose of exploiting the difference between taXable and tax-exempt interest rates, the six-month spending exception is measured for all issues in the series commencing on the date the first bond ofthe series is issued. 0) Elections Applicable to Pool Bonds. An issuer of a pooled financing issue can elect to apply the spending exceptions separately to each loan from the date such loan is made or, if earlier, on the date one year after the date the pool bonds are issued. In the event this election is made, no spending exceptions are available and the normal Rebate Requirement applies to Gross Proceeds prior to the date on which the applicable spending periods begin. In the event this election is made~ the issuer may also elect to make all elections applicable to the two-year spending exception, described in section (g) above, separately for each loan; any such elections that must ordinarily be made prior to the issue date must then be made by the issuer before the earlier of the date the loan is made or one year after the issue date. 1-6 291 CLOSING DOCUMENT NO. Vrr.11(i) CERTIFICATE OF EXPENDITURES I, the undersigned Finance Director of the City of South Miami, Florida (the "Borrower") hereby certify as follows: (1) The estimated dates and the amounts of projected expenditures for the Project attached hereto as Exhibit "A" are correct. . . (2) It is reasonably anticipated by the Borrower that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to May 17,2005, 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. EXECUTED this 17 th day of May, 2002. CITY OF SOUTH MIAMI, FLORIDA it "" By: .L-lVr:lc /7 ' :eeIil Oshikoya Finance Director . J;\BONDS\2002\41I8.04\SMiami\Close\No·07 ·llLdoc 292 Estimated Dates June 17,2002 February 17, 2003 March 17,2003 April 17,2003 May 17, 2003 June 17, 2003 EXHIBIT "A" July 17,2003 August 17,2003 September 17, 2003 Estimated Expenditures $2,700,000 500,000 500,000 500,000 500,000 500,000 500,000 500,000 200,000 293 FINANCIAL EXHIBITS Exhibit 7 "Closing Memorandum -"$22,365,000 Revenue Bonds, Series 2006" Thomas F. Pepe I n_11_1.d 294 CLOSING MEMORANDUM $22,365,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 DATED: January 9, 2007 295 $22,365,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 CLOSING DOCUMENTS TAB NO. 1. BASIC BOND DOCUMENTS 1. . Trust Indenture .............................................................................................................................. 1 2. MBIA Insurance Corporation (a) Specimen Policy ............................................................................................................... 2 (b) Certificate as to No Default ............................................................................................ 2 (c) Financial Guaranty Agreelnent ...................................................................................... 2 (d) Surety Bond ...................... ~ ..... , ......................................................................................... 2 (e) Certificate as to Official Statement .................................. ; ............................................. 2 (£) Commitment .................................................................................................................... 2 3. Preliminary Official Statement ..................................................................................................... 3 4. Official Statement ........................................................................................................................... 4 5. 6. 7. (a) (b) (c) (a) (b) (a) (b) Certificate of Underwriter re Conh'act of Purchase .................................................... 5 Bond Purchase Contract dated December 19, 2006 ..................................................... 6 Truth-in-Bonding and Disclosure Statement ............................................................... 7 Certified Copy of Resolution No. 2006-02 of Florida Municipal Loan Council (without exhibits); (Authorizing and Awarding Sale of Series 2006 Bonds), adopted September 28, 2006 ................................................... 8 Certified Copy of Resolution No. 2002-4 (Authorizing Bonds), adopted October 23, 2002 ............................................................................................... 8 Certified Copy of Interlocal Agreement ....................................................................... 9 Copy of Amendment to Interlocal Agreement ........................................................... 9 II. FLORIDA MUNICIPAL LOAN COUNCIL 1. Public Meeting Certificate .......................................................................................................... 10 2. Signature and No Litigation Certificate ........................................ : ........................................... 11 3. Request and Authorization to Authenticate and Deliver Bonds ........................................... 12 4. (a) (b) Certificate of Incumbency ............................................................................................. 13 Certificate of Authorized Officers ............................................................................... 14 5. Certificate re Preliminary Official Statement with regard to compliance with Rule 15c2-12 of SEC ............................................................................................................ 15 6. Continuing Disclosure Agreement ............................................................................................ 16 296 7. Certificate of Program Administrator ....................................................................................... 17 III. TRUSTEE 1. Officer's Certificate of Trustee ................................................................................................... 18 2. Certificate of Delivery and Payn1ent ......................................................................................... 19 IV. OPINIONS 1. Bryant Miller Olive P.A. (a) Approving Opinion ....................................................................................................... 20 (b) Supplemental Opinion .................................................................................................. 20 (c) Reliance Letter ................................................................................................................ 20 2. Kraig A. Conn, Esq., Counsel to Issuer ..................................................................................... 21 3. LeBoeuf, Lan1b, Greene & Mac Rae, LLP .................................................................................. 22 4. Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A. Counsel to Underwriter .............................................................................................................. 23 5. Counsel to MBIA Insurance Corporation ................................................................................. 24 V. OTHER 1. Specimen Bond ............................................................................................................................. 25 2. IRS Form 8038-G .......................................................................................................................... 26 3. (a) (b) Notice of Sale to Division of Bond Finance ................................................................ 27 Division of Bond Finance Forms 2003/2004-B ........................................................... 27 4. Blue Sky Survey ........................................................................................................................... 28 5. Evidence of Ratings 6. (a) Standard & Poor' s .......................................................................................................... 29 (b) Fitch ................................................................................................................................. 29 (a) (b) Validation Judgment ................................................................... : ................................. 30 Certificate of No Appeal ............................................................................................... 31 7. Closing Memorandum ................................................................................................................ 32 8. Requisition Certificate ................................................................................................................. 33 297 DOCUMENTS OF BORROWERS IN VOLUME TWO VI. BORROWERS 1. City of Belle Isle (a) Loan Agreement ........................................................................................................... 34 (b) Certificate of Borrower ....................................................................................... ; ........ 35 (c) Ordinanc;e Authorizing Loan ...................................................................................... 36 (d) Opinion of Borrower's Counsel ................................................................................. 37 (e) Opinion of Bond Counsel. ........................................................................................... 38 (f) IRS Form 8038-G ........................................................................................................... 39 (g) Continuing Disclosure Agreement ................ , ........................................................... 40 (h) Tax Certificate as to Arbitrage .................................................................................... 41 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ......................................................................................... 42 (j) Certificate of Authorized Representative ................................................................. 43 (k) Anti-Dilution Certificate ............................................................................................. 44 2. City of Deerfield Beach (a) Loan Agreement ........................................................................................................... 45 (b) Certificate of Borrower ................................................................................................ 46 (c) Ordinance Authorizing Loan ...................................................................................... 47 (d) Opinion of Borrower's Counsel ................................................................................. 48 (e) Opinion of Bond Counsel ............................................................................................ 49 (f) IRS Form 8038-G ........................................................................................................... 50 (g) Continuing Disclosure Agreement ............................................................................ 51 (h) Tax Certificate as to Arbitrage ..................................................................................... 52 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures ......................................................................................... 53 (j) Certificate of Authorized Representative ................................................................. 54 (k) Anti-Dilution Certificate ............................................................................................. 55 298 3. Gadsden County (a) Loan Agreement ........................................................................................................... 56 (b) Certificate of Borrower ................................................................................................ 57 (c) Resolution Authorizing Loan ..................................................................................... 58 (d) Opinion of Borrower's Counsel ................................................................................. 59 (e) Opinion of Bond Counsel. ........................................................................................... 60 (f) IRS Form 8038-G ........................................................................................................... '61 (g) Continuing Disclosure Agreement ............................................................................ 62 (h) Tax Certificate as to Arbitrage .................................................................................... 63 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ......................................................................................... 64 (j) Certificate of Authorized Representative ................................................................. 65 4. City of South Miami (a) Loan Agreement ............................... : ........................................................................... 66 (b) Certificate of Borrower ................................................................................................ 67 (c) Ordinance·Authorizing Loan ...................................................................................... 68 (d) Opinion of Borrower's Counsel ............................................................. ; ................... 69 (e) Opinion of Bond CounseI. ........................ : ........................................ : ......................... 70 (f) IRS Fornl 8038-G ........................................................................................................... 71 (g) Continuing Disclosure Agreement ............................................................................ 72 (h) Tax Certificate as to Arbitrage .................................................................................... 73 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures ......................................................................................... 74 0) Certificate of Authorized Representative ................................................................. 75 (k) Anti-Dilution Certificate ............................................................................................. 76 5. City of st. Pete Beach (a) Loan Agreement .......................................................................................................... 77 (b) Certificate of Borrower ............................................................................................... 78 (c) Ordinance Authorizing Loan .................................................................................... , 79 (d) Opinion of Borrower's Counsel ................................................................................ 80 (e) Opinion of Bond CounseL .......................................................................................... 81 (f) IRS Form 8038-G ..................................................... : .................................................... 82 (g) Continuing Disclosure Agreement ........................................................................... 83 (h) Tax Certificate as to Arbitrage ................................................................................... 84 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Non-Rebate Certificate (i) Certificate of Expenditures ....................................................................................... , 85 0) Certificate of Authorized Representative ............................................................... ' 86 (k) Anti-Dilution Certificate ........................................................................................... ' 87 299 6. City of Valparaiso (a) Loan Agreement .......................................................................................................... 88 (b) Certificate of Borrower ............................................................................................... 89 (c) Resolution Authorizing Loan .................................................................................... 90 (d) Opinion of Borrower's Counsel ................................................................................ 91 (e) Opinion of Bond Counse1. ......................................................................................... , 92 (f) IRS Form 8038-G .............................. , ........................................................................... 93 (g) Continuing Disclosure Agreement ........................................................................... 94 (h) Tax Certificate as to Arbitrage ................................................................................... 95 Exhibit A: Schedules Exhibit B: Certificate of Underwriter Exhibit C: Certificate of Bond Insurer Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures ....... : ................................................................................ 96 0) Certificate of Authorized Representative ................................................................ 97 (k) Anti-Dilution Certificate ............................................................................................ 98 300 DISTRIBUTION: (2) Florida Municipal Loan Council (1 bound, 1 unbound) (1) Deutsche Bank Trust Company Americas (3) MBIA Insurance Corporation (unbound) (3) Bryant Miller Olive P.A. (2 bound, 1 unbound) (1) Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A. (1) LeBoeuf, Lamb, Greene & Mac Rae, LLP (1) Waters and Company, LLC (1) Bane of America Securities LLC (1) Shorstein & Shorstein, P.A. (1) City of Belle Isle (1) City of Deerfield Beach (1) Gadsden County (1) City of South Miami (1) City of St. Pete Beach (1) City of Valparaiso (3) Kutak Rock LLP (unbound) 301 This Instrument Prepared By: JoLinda Herring, Esq. Bryant Miner 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 LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL and CITY OF SOUTH MIAMI, FLORIDA Dated as of December I, 2006 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 302 TABLE OF CONTENTS ARTICLE I -DEFINmONS ...................................................................................................................... 2 ARTICLE II -REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL .................................................................................. 10 SECTION 2.01. Representations, Warranties and Covenants .............................................. 10 SECTION 2.02. Covenants of Borrower .................................................................................. 13 ARTICLE III -THE LOAN ...................................................................................................................... 18 SECTION 3.01. The Loan ........................................................................................................... 18 SECTION 3.02. Evidence of Loan ............................................................................................. 18 ARTICLE IV -LOAN TERM AND LOAN CLOSING REQUIREMENTS ....................................... 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 .................................................................................................... 21 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 SECTION 5.06. Refunding Bonds ............................................................................................ 23 SECTION 5.07. Prepayment ...................................................................................................... 24 ARTICLE VI -DEFEASANCE ................................................................................................................ 25 ARTICLE vn -ASSIGNMENT AND PAYMENT BY THlRD PARTIES .......................................... 26 SECTION 7.01. Assignment by CounciI .................................................................................. 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 VIn -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 SECTION 8.04. [Reserved] ........................................................................................................ 29 SECTION 8.05. No Remedy Exclusive; Waiver, Notice ........................................................ 29 SECTION 8.06. Application of Moneys ................................................................................... 29 303 ARTICLE IX -MISCELLANEOUS ......................................................................................................... 30 SECTION 9.01. Notices .............................................................................................................. 30 SECTION 9.02. Binding Effect .................................................................................................. 30 SECTION 9.03. Severability ............................................................................................ : .......... 30 SECTION 9.04. Amendments, Changes and Modifications ................................................. 30 SECTION 9.05. Execution in Counterparts ............................................................................. 31 SE~TION 9.06. Applicable Law ............................................................................................... 31 SECTION 9.07. Benefit of Bondholders; Compliance with Indenture ................................ 31 SECTION 9.08. Consents and Approvals ............................................................................... 31 SECTION 9.09. Immunity of Officers, Employees and Members of Council and Borrower ..................................................................................................... 31 SECTION 9.10. Captions ........................................................................................................... 31 SECTION 9.11. No Pecuniary LiabilitY of Council ................................................................ 31 SECTION 9.12. Payments Due on Holidays ........................................................................... 32 SECTION 9.13." Calculations ..................................................................................................... 32 SECTION 9.14. Time of Payment ............................................................................................. 32 EXHIBIT A -USE OF LOAN PROCEEDS EXHIBIT B -CERTIFIED ORDINANCE OF BORROWER EXHIBIT C -OPINION OF BORROWER'S COUNSEL EXHIBIT D -DEBT SERVICE SCHEDULE EXHIBIT E -FORM OF REQUISITION CERTIFICATE .. " 11 304 LOAN AGREEMENT 1his 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 SOU1H 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 Interlocal 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 305 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 tIleir 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 ~y fbrm 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 I 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" OJ /I 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 h1denture. 1/ Act" means, collectively, to the extent applicable to the Borrower, Chapter 163, Part I, Florida Statutes, Chapter 166, Part II, Florida Statutes, and Chapter 125, Part I, as amended, and all other applicable provisions of law. fI 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. 2 306 "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 Coun:cil 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 II 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 9, 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. 3 307 "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 in.clude legal counsel for either the Councilor 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 TournaI or The Bond Buyer or any other newspaper or journal containing financial news, printed in the English language, 4 308 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 recognized 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 (li) 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 ruoe 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 ill. 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 5 309 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 I, 2006 between the Council and the Trustee,. including any indentures supplemental thereto, pur~uant 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. "Interest Payment Date" means April 1 and October 1 of each year, commencing April 1, 2007. "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 Agre.ement. "Loans" means all loans made by the Council under the Indenture to the Borrowers. 6 310 "Moody's" means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, arid, if such corporation shall be dissolved or liquidated or shall no longer perfonn 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 counset 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 1)( 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 Indenhtre. "Program Administrator" means the Florida League of Cities, Inc., a non-profit Florida corporation. 7 311 "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 thereoQ, 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 mterest 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' 8, 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 9.05 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 8 312 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] 9 313 ARTICLE II 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) Organization 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 otllerwise) of the Borrower or the ability of the Borrower to perform its obligations under this Agreement The finandaI statements, including balance sheets, and any other written statement furnished by the Borrower to tlle Council, Bane 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 contairled 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 thi.s Agreement when and as the same become due and payable. (c) Pending Litigation. 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, Bane 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, 10 314 or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Agreement. (d) Borrowing Legal and Authorized. The execution and delivery of this Agreement and the consununation 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 d~fault 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 perfom1 fully its obligations under this Agreement; nor does such action result in any violation of ~le 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 tirrie or giving of notice or both, would constitute an Event of Default. The Borrower is not in violatiol). 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 (H) 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 permits, 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 fmdings 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 11 315 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, f:inancing or refinanc:ing thereof or reimbursement of the Borrower therefor; and any such action, construction, installation, f:inancing, ref:inancing or reimbursement contemplated in this Loan Agreement is consistent with, and doe~ 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 becom:ing outstanding hereunder. (g) Compliance with Law. The Borrower is :in compliance with all laws, ord:inances, governmental rules and regulations to which it is subject and which are material to its properties, operations, f:inances 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 financ:ing 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) regard:ing the amended Exhibit A, to provide for the financ:ing 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 consb.uct any item of such Project or the cost of the Project proves to be less than the amounts listed on Exhibit A and the if!.vestment earn:ings 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. 12 316 (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 1/ Arbitrage Bonds" within the meaning of Section 148 of the Code. (5) The Borrow.er, by the Trustee's acceptance, of the Indenture, covenants that the Borrower shall neither take any action nor fail totake 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) Project. All items constituting the Project are permitted to be financed with the proceeds of the Bonds and the Loan pursuant to the Act. 0) Compliance with Interlocal Act and Interlocal Agreement. All 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 tl1e 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 13 317 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 maintaill 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 ~ertifyjng 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 (li) 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 Borrower's 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 of 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 stat~ment of its finandal 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 Borrower's 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 14 318 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) Keeping 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_and shall pay all taxes, assessments and govenunental 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 shaH operate to stay the enforcement thereof. (h) Compliance with Laws, Etc. Subject to an annual appropriation of legally available funds, the Borrower shaH 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 II 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 15 319 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 shaU, 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 pennit or constitute a mortgage or lien 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 16 320 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 file~ within sixty (60) days after the publication thereof. (li) The Borrower agre~s 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] 17 321 ARTICLE III THE LOAN 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} 18 322 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 hel'eto; (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 Borrower's 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 (li) 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. 19 323 (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 blank1 20 324 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 fue '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 of: (a) principal in the amounts and on the dates set forth in Exhibit D; plus (b) interest calculated at the rates, in fue amounts and on the dates set forth in ExhibitD; On or before the fifteenth (15th) day of the month immediately preceding each Interest Payment Date, fue 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 20th, or if such day is not a Bu~iness 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 fue 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 BOlTower) 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 . 21 325 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 utilize~ 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 Borrower's 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 Borrower's 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 Borrower's 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. 22 326 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, Bqrrower'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 later 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 conb."act," 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. 23 327 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] 24 328 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 th~ 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 any, 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 th.e Bond Insurer. 25 329 ARTICLE VII 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 shall 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 fu1£i11ment of its obligations hereunder. [Remainder of page intentionally left blank} 26 330 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, anyone 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; 27 331 (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 G) 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 (li) 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 levy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) !;he 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 tile Council prompt written notice if any petition, assignment, appointment or possession referred to in Section 8.01(e), 8.01(£) 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, jmmediately 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: 28 332 (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 o:mission 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 VUI, it shall not be necessary to give any notice other than such notice as may be reqUired in this Article VIII. 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 S.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] 29 333 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: Bond InSurer: Trustee: Florida Municipal Loan Council c/o Florida League of Cities 301 South Bronough Street Tallahassee, Florida 32301 MBIA Insurance Corporation 113 King Street Armonk, New York 10504 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. nus 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 holdjng 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, 30 334 · 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 represer:ttations 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 31 335 Council, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision or murucipal 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 no~al 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 time) on any day shall be deemed received on the following Business Day. [Remainder of page intentionally left blank] 32 336 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: ichael Sittig Title: Executive Director FLORIDA MUNICIPAL LOAN COUNCIL ~ Nam : Jay Chernoff O· . Title Chairman S-l 337 LOAN AGREEMENT (SEAL) ATTESTED BY: BY:ffi~G)' ~-L Name: Maria M. Menendez 7 Title: City Clerk Approved as to form and correctness this 9th day of January, 2007. B~S:Z=-Nam~eredol Esq. Title: City Attorney S-2 CITY OF SOUTH MIAMI, FLORIDA By:-J.~.L...:-~~~~::::':::::~""'--_----' Name: Horace Feliu Title: Mayor 338 EXHIBIT A CI1Y OF SOUTH MIAMI, FLORIDA USE OF LOAN PROCEEDS DESCRIPTION OF PROJECT TO BE ACQUIRED OR CONSTRUCTED PROJECT The construction and improvements to a city-owned parking garage to be used for public parking. Exhibit A-l TOTAL AMOUNT TO BE FINANCED 339 EXHIBITB CERTIFIED ORDINANCE OF THE BORROWER See Document No. VIA.(c) Exhibit B-1 340 EXHlBITC 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 Bane 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 I, 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 28, 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-l 341 (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws 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 construction thereof or the refinancing of the indebtedness to be refinanced with the proceeds of the loan and the fulfilhnent of or compliance with the terms and conditions of the Loan Agreement, the Bond Purchase Contr"act 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 qf the foregoing in a manner material to the transactions contemplated by the Loan Agreement. Cd) There is no litigation or legal or govemmental 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, if 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 initial1y incurred by the Borrower, and the proceeds of such indebtedness have been fully expended, to finance the cost of the Project. Exhibit C-2 342 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-3 343 EXHIDITD DEBT SERVICE SCHEDULE Total Debt Date Princi12al 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 4/1/2009 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/l/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 4/112016 102,815.63 102,815.63 10/112016 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 10/112018 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 10/1/2021 175,000.00 85,462.50 260,462.50 4/1/2022 81,853.13 81,853.13 10/1/2022 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 4/112025 70,200.00 70,200.00 Exhibit D-1 344 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 40,162.50 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 21,487.50 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 20 th and September 20th of each year. ExhibitD-2 345 EXHIBIT E TO LOAN AGREEMENT FORM OF REQUISITION CERTIFICATE TO: DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE FROM: CITY OF SOUTH MIAMI, FLORIDA (THE "BORROWER") SUBJECT: LOAN AGREEMENT DATED AS OF THE 1ST 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 hereb:y 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-1 346 CLOSING DOCUMENT NO. VI. 4(b) CERTIFICATE OF BORROWER We, the undersigned City Manager and City Clerk of the City of South Miami, Florida (the "Borrower"), hereby represent, warrant and covenant to the Florida Municipal Loan Council (the "Council") and MBIA Insurance Corporation (the "Bond Insurer") that: (1) The Borrower is duly organized and existing as a municipality under the laws of the State of Florida. (2) The Borrower has full right, power and authority to enter into and execute the Bond Purchase Contract relating to the $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 dated December 19, 2006 among the Council, the Borrower and the other borrowers (the "Bond Purchase Contract"), the Loan Agreement, and the Continuing Disclosure Agreement, to approve those portions of the Official Statement applicable to the Borrower, the Trust Indenture .dated December 1, 2006 between the Council and Deutsche Bank Trust Company Americas (the "Trust Indenture") and the Bonds, and to perform any acts required to be performed by the Borrower in such documents. (3) The statements and information relating to the Borrower in the Official Statement under the captions "THE BORROWERS", "PURPOSE OF THE BONDS", "LITIGATION", and "CONTINUING DISCLOSURE" and the information in Appendix J thereto relating to the Borrower and any other written statements furnished by the Borrower to the Council and the Bond Insurer are true and correct in all material respects, and do not contain any untrue statement of a material fact or o:rr:tit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, either as of its date or the date hereof. (4) There is no fact known to the Borrower which the Borrower has not disclosed to the Council, the Bond Insurer and the Underwriter 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 the Loan Agreement when and as the same become due and payable. (5) No material adverse change has occurred since the date of submission of the Bond Insurer's municipal bond insurance commitment dated December 12, 2006 which would (A) affect the security or credit of, or the validity of, the Loan Agreement; (B) cause any of the documentation or information previously submitted to the Bond Insurer by or on behalf of the Borrower to be untrue or misleading, or (C) allow the Trustee the right not to make such Loan to the Borrower. 347 (6) Except as described in the Official Statement, there is no action, suit, referendum, proceeding, inquiry or investigation at law or in equity or before or by any court, governmental agency, arbitrator, authority, public board or body pending or, to the knowledge of the Borrower threatened, against or affecting the Borrower wherein an unfavorable decision, ruling or finding would materially and adversely affect (i) the transactions contemplated in the Bond Purchase C;ontract or in the Official Statement, (ii) the issuance or sale of the Bonds, (iii) the existence of the Borrower or the titles of its respective officers to their respective offices, (iv) the collection of revenues by the Borrower from which the Borrower is obligated to make payments under the Loan Agreement, (v) the financial condition of the Borrower, (vi) the federal tax-exempt status of the interest on the Bonds, (vii) the validity or enforceability of the Loan Agreement, the Continuing Disclosure Agreement, the Trust Indenture, the Bonds, or the Bond Purchase Contract, (viii) the power of the Borrower to execute, deliver or approve such documents, (ix) the business, properties, assets or financial condition of the Borrower or (x) the ability of the Borrower to comply with its obligations under the Loan Agreement, the Continuing Disclosure Agreement, the Trust Indenture, the Bond Purchase Contract, or the transactions contemplated by the Official Statement. (7) All representations and warranties contained in the Loan Agreement and in the Bond Purchase Contract of the Borrower are true, accurate and correct as of the date hereof. (8) The Borrower has not since December 31, 1975 been in default as to the payment of principal or interest on any obligation issued or guaranteed by it or on its behalf. (9) The Borrower has duly authorized all necessary action to be taken by it for: (i) the issuance and sale of the Bonds by the Council upon the terms and conditions set forth in the Bond Purchase Contract, in the Official Statement and in the Trust Indenture; (ii) the approval of the Official Statement, the Bonds and the Trust Indenture; (iii) the execution and delivery of the Bond Purchase Contract, the Continuing Disclosure Agreement, and the Loan Agreement; and (iv) any and all such other agreements and documents as may be required to be executed, delivered or received by the Borrower in order to carry out, effectuate and consummate the transactions contemplated therein. (10) As of the date hereof the Borrower is in compliance with all covenants contained in Section 2.02 of the Loan Agreement and is not in default under any provision of the Loan Agreement. (11) The audited financial statements and other financial information of the Borrower contained in the Official Statement present fairly the financial position of the Borrower as of the dates indicated and the results of its operations for the periods specified; the audited financial statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects to the periods involved, except as may otherwise be stated in the notes thereto; and there has been no material adverse change in the condition, financial or otherwise, of the Borrower from that date set forth in the audited financial statements, and the 2 348 Borrower has not incurred any material liabilities since the date of the financial statements other than in the ordinary course of business. (12) The proceeds of the Bonds loaned to the Borrower will not be used in any way that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (13) The execution and delivery of the Bond Purchase Contract, the Continuing Disclosure Agreement, and the Loan Agreement and the other documents contemplated therein and in the Official Statement, the approval by the Borrower of the Bonds and the Trust Indenture, the application of the proceeds from the sale of the Bonds, together with certain other moneys and securities, for the purposes set forth in the Official Statement, and the compliance by the Borrower with the provisions hereof and thereof, under the circumstances contemplated therein, will not in any material respect conflict with or constitute on the part of the Borrower a breach of or default under either the Borrower's charter or under any ordinance, resolution, indenture, mortgage, deed of trust, loan agreement, contract or any agreement or other instrument of the Borrower to which the Borrower is a party, or of any existing law, administrative regulation, court order or consent decree to which the Borrower or the Borrower's property is subject. (14) To the best of the Borrower's knowledge, no default, event of default or event which, with the giving of notice or the passage of time, or both, would constitute a default or an event of default under the Trust Indenture, the Loan Agreement or under any document executed by the Borrower relating to the Bonds, has occurred nor is continuing. (15) The Borrower has not taken or omitted to take any action, and knows of no action that any other person has taken or omitted to take, which would cause the interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes, and covenants that it will not take any action or omit to take any action which could have such result. (16) The Borrower is not now, and as of the date of Closing will not be, in default with respect to any agreement to which the Borrower is a party which could have a material financial impact on the Borrower or which could materially and adversely affect the ability of the Borrower to consummate the transactions contemplated by the Official Statement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Contract. 3 349 Executed this 9th day of January, 2007. 4 CITY OF SOUTH MIAMI, FLORIDA By: fJVAP.:tXlb··~ Name: W. Ajibola BggUn Title: Assistant City Manager By:Q1~C1.~/ Name: Maria M. Menendez Title: City Clerk 350 CLOSING DOCUMENT NO. VI.4(c) CERTIFICATE OF CITY CLERK I HEREBY CERTIFY that: 1. I am the duly appointed and qualified City Clerk of the City of South Miami, Florida, and keeper of the records thereof, including the minutes of its proceedings; 2. The copy of the instrument annexed hereto entitled: 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; PROVIDING FOR ORDINANCES IN CONFLICT; AND PROVIDING AN EFFECTIVE DATE. is a true, correct and compared copy of the original instrument on file and of record, enacted at a meeting held on November 28, 2006, which was duly convened in conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instrument hereinabove mentioned was duly proposed, considered and enacted in conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of said instrument have been duly fulfilled, carried out and otherwise observed. DATED this 9th day ofJanuary, 2007. (SEAL) B~o,~~/ City Clerk -r Maria M. Menendez 351 " ORDINANCE 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· ACQUlSITION, 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 druy created and existing pursuant to the Constitution and laws of the State of Florida (the "Staten); 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 fmance 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 0verstriJ(ing. 1 352 WHEREAS, by pooling the respective fmandal 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 oflower interest rates on more favorable terms associated with such a large scale fmancing 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 detennined 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 Sou~ 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 l\1IAMI, FLORIDA: SECTION 1. AUTHORITY. This Ordinance is adopted pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. PROJECT. The fmancing of the construction and erection of the Project is hereby approved. , SECTION 3. NEGOTIATED LOAN. Due to the complicated nature of the fmancing and the ability of the Council to access additional markets and for the City of South Miami to receive the benefits oflower 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 overstrilcing. 2 353 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 redemp~ion provisions thereof, if any, on behalf of the City of South Miami. The Finance Di:r:ector, 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 HIndenture") 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 statu,s 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. Pursuant to subsequent ordinance or resolution. Additions shown by underlining and deletions shown by overstriking. 3 354 the City of South Miami may establish such additional tenus as it may so detennine 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 28 tb day of November, 2006. ATTEST: 1 st Reading -10/17/06 2 nd Reading -11/28/06 APPROVED: COMMISSION VOTE: Mayor Feliu: Vice Mayor Wiscombe: Commissioner Birts: Commissioner Palmer: Commissioner Beckman: CERTIFICATION I, l\l~{}~<fu4ill ... Deputy Clerk with the City of South Miami, Miami-Dade County, Floilda, do hereby certify this document to be a true and correct copy, of ' 0Hl~.~ datedL .J~' " according to the records ,of the City of South Miami, Florida. Given my hand and the official Seal of t!l~ City of South Miami, FIOridQJiS .::t:::.day orr~~1{ AQ.:;::{) • 4-0 Yea absent Yea Yea Yea Addi tiona shown by underlining and deletions shown by e-verstriJ(ing. Deputy City eler' 4 355 City of South Miami 6130 Sunset Drive, South Miami, Florida 33143 Please reply to: Offioe of the City Attorney 18001 Old Cutler Road, Suite 556 Miami, Florida 33157 (305) 854-5353 (305) 854-5351 (Fax.) January 9, 2007 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 Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor New York, New York 10005 Bane of America Securities LLC 1640 Gulf-to-Bay Boulevard Clearwater, Florida 33755 Re: $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 Gentlemen: 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 Couneil (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 enacted by the City Commission of the Borrower, the Loan Agreement, an Trust Indenture dated as of December 1, 2006 (the "Indenture") between the 356 Florida Municipal Locan Council Bryant Miller Olive, P.A. MBIA Insurance Corporation Deutsche Bank Trust Company Americas Bane of America Securities LLC January 9, 2007 Page 20f3 Council and Deutsche Bank Trust Company Americas, as trustee (the "Trustee") and Ordinance No. 25~06-1893 adopted by the Borrower on November 28, 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: (a) The Borrower is a municipality duly organized and validly existing under the Constitution and laws of the United States of America 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 their 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 construction 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 357 Florida Municipal Locan Council Bryant Miller Olive, P.A. MBIA Insurance Corporation Deutsche Bank Trust Company Americas Banc of America Securities LLC January 9, 2007 Page 3 of3 has not been disclosed :in writing to the Council and the Bond Insurer and which, if 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 tlle Project. 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, ~ City Attorney LRF/lcm· 358 Bryant B Miller s Olive Members of the City Commission of the City of South Miami, Florida South Miami, Florida Florida Municipal Loan Council Tallahassee, Florida ATTORNEYS AT LAW CLOSING DOCUMENT NO. VI.4(e) January 9,2007 MEIA Insurance Corporation Armonk, New York Deutsche Bank Trust Company Americas New York, New York Re: $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 Ladies and Gentlemen: We have acted as bond counsel to Florida Municipal Loan Council (the "Council") in connection with the issuance by the Council of the referenced Bonds. This opinion is rendered pursuant to Section 4.03 of the Loan Agreement hereinafter described, and in connection therewith we have examined the following: 1. The Loan Agreement dated as of December I, 2006, by and between the Council and the City of South Miami, Florida (the "Borrower") borrowing proceeds of the Bonds (the "Loan"), hereinafter called the "Loan Agreement"; 2. The Trust Indenture dated as of December 1, 2006 (the "Indenture"), by and between the Council and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"); 3. Chapter 163, Part I, Florida Statutes; Chapter 159, Part I, Florida Statutes; Chapter 166, Part II, Florida Statutes; Chapter 125, Part If Florida Statutes, as amended (collectively hereinafter referred to as the /I Act"); 4. Resolution No. 2006-02 of the Council adopted September 28, 2006, approving the Loan Agreement (the "Resolution"); 5. A final judgment dated February 13, 2003, validating the Bonds, rendered by the Circuit Court of the Second Judicial Circuit of Florida in and for Leon County, Florida, and related proceedings; and One Biscayne Tower· 2 South BiScayne Boulevard· Suite 1480 • Miami, Florida 33131 • TEL 305.374.7349· FAX 305.374.0895· www.bmolaw.com ATLANTA' JACKSONVILLE' MIAMI' ORLANDO' ST.PETERSBURG· TALLAHASSEE' TAMP'3S9 6. Such other documents and proceedings as we have deemed relevant. From such exam:ination we are of the opinion that the financing, refinancing or reimbursement to the Borrower from Loan proceeds pursuant to the Loan Agreement is permitted under the Act, the Indenture and the Resolution and will not, by itself, cause 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. In rendering such opinion we have assumed compliance by the Borrower with certain provisions of the Loan Agreement and have relied upon opinions of counsel to the Borrower to the effect that such Loan Agreement constitutes a legal, valid and binding obligation of the Borrower. We have not in any manner passed on the validity or enforceability of the Loan Agreement. No one other than the addressees may rely on this opinion. Very truly yours, BRYANT MILLER OLIVE P.A. !31lF' ~ ~ I. J1.. 360 Form 8038 .. G Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) OMB No. 1545-0720 (Rev. November 2000) ... See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. 1 Issuer's name City of South Miami, Florida 2 Issuer's employer identification number 59: 6000431 3 Number and street (or P.O. box if mail is not delivered to street address) 6130 Sunset Drive 5 City, town, or post office, state, and ZIP code South Miami, Florida 33143 7 Name of issue Florida Municipal Loan Council Revenue Bonds, Series 2006 Room/suite 4 Report number 3 1 6 8 CUSIP number 342815VW4 9 Name and title of officer or legal representative whom the IRS may call for more information JoLinda Herring, Bond Counsel. Telephone number of officer or legal representative ( 305 ) 374·7349 11 0 Education 12 0 Health and hospital 13 0 Transportation . 14 0 Public safety. . . 15 0 Environment (including sewage bonds) . 16 0 Housing .. ....... . o Utilities .. . . . . . . .. ~ Other. Describe... Capital Improvements If obligations are TANs or RANs, check box'" 0 If obligations are BANs, check box If are in the form of a lease or installment Proceeds used for accrued interest . . . . 23 Issue price of entire issue (enter amount from line 21, column (b)). .' 24 Proceeds used for bond issuance costs (including underwriters' discount) 25 Proceeds used for credit enhancement. . . . . . . . Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Total (add lines 24 through 28) . N of the Enter the remaining weighted average maturity of the bonds to be currently refunded .... Enter the remaining weighted average maturity of the bonds to be advance refunded ... Enter the fast date on which the refunded bonds will be called. . . . . . _ ... Enter the the refunded bonds were issued'" N/A 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(S) . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract'" ________ _ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to oUler governmental units N/A years N/A years N/A b If this issue is a loan made from the proceeds of another tax-exempt issue, check box'" bZl and enter the name of the issuer ~ Florida Municipal Loan Council and the date of the issue ~ January 9, 2007 38 If the issuer has designated the issue under section 265(b}(3}(B)(i)(11I) (small issuer exception), clleck box ... 0 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . ~ 0 40 If the issuer has identified a hed e, check box . . . . . . . . . . ... 0 Sign Here Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct. and complete. January 9, 2007 a ~ W. Ajibola Bolugun, Asst. City Mgr. Date r Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-ev. 11-2000) 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 shap 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. DefInitions. In addition 'to the definitions set forth above and in the herein-defined Indenture, which shall apply to any capitalized tenus 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 Dissemination Agent in accordance with Section 4 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 lor Operating Data set forth in such Continuing Disclosure Certificate and the effect of the changes on the types of Financial Information andlor 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 o~g~ch change) (1) a comparison between the Financial Infom1ation 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 fOm1er 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 2006. "Continuing Disclosure Agreement" means this Continuing Disclosure Agreement, as the same may be supplemented and amended pursuant to Section 8 hereof. IIContinuing 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 cOlmection 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 -2-363 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. II 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 Sectio1l6 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 ofparagraph (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 RuIe may be amended from time to time, or any successor provision thereto. -3-364 "SEC" means the Securities and Exchange Commission. "SID" 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 perfonn its obligations hereunder, the Borrower shall discharge such obligations until such rime 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 acknowledges 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 -4-365 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 shan 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 0) 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. SEC!ION 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; -5-366 (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting fmancial difficulties; (iv) unscl1eduled 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 sh~l1. on a timely basis and in any event within ten (10) Business Days, detennine 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 detemlines 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. -6-367 (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 Sect~on 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 anlended; 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 -7-368 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. Assignment. 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 liability to the Bondholders or any other person with respect to the undertakings described in Section 1 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 detennining compliance for any information submitted hereunder with any law, rule or regulation or the tenns 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 acknow ledge and agree that the Borrower assumes no obligations hereunder other than those specifically assumed by the Borrower herein. SECTION 12. Tennination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement shall terminate at such time as the Loan Agreement tenninates. -8-369 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 he 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. -9-370 IN WITNESS WHEREOF, the Borrower and the Dissemination Agent luive caused this Continuing Disclosure Agreement to executed and delivered as of the date first written above. -10- City of South Miami, Florida, as Borrower By: ~ Its: ~~ls1~1f\+ ~ f\llct~~er" FLORIDA LEAGUE OF CITIES, INC., as Dissemination Agent By: __________________________ _ Its: Executive Director 371 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:_....;.,... ___________ _ 1ts: ____________ _ FLORIDA LEAGUE OF CITIES, INC., .J -10- 372 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 of the 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: 1. 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 refer~nce, 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 MSRB. 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 Finandal Statements have been included as part of the Alillual 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 S0011 as practicable after they have been approved by the Governing Body. J A-I 373 IN WITNESS WHEREOF, 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 _____ _ City of South Miami, Florida, as Borrower By: ____________ _ I~: ___________ ~~-------- Acknowledgment of Receipt: as Dissemination Agent By: ____________ _ Its: ____________ _ A-2 374 EXIDBITB Fonn 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 t'Continuing Disclosure Agreement lt ) executed and delivered by the Borrower and accepted by Florida League of Cities , Inc., as Dissemination Agent (the "Dissemination Agent"), as follows: 1. 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 ~e Annual Report: (a) Financial Information: Audited Financial Statements (b) Operating Data: None 4. Annual Report. 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-1 375 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 League of Cities, Inc., as Dissemination Agent By: __________ _ Its: Executive Director City of South Miami, Florida, ,as Borrower By· ~ 'Its: ASSt~+ot~ ctfu t{)a.t'\.ct;~:ycr B-2 376 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. City of South Miami, Florida, as Borrower By: ______________________________ ___ Its: _______________ _ Acknowledgment of Receipt: B-2 377 $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 $5,625,000 City of South Miami, Florida Loan TAX CERTIFICATE AS TO ARBITRAGE AND THE PROVISIONS OF SECTIONS 141-150 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED The undersigned, Jay Chernoff, Chairman of the Florida Municipal Loan Council (the "Council"), and Adrianna Hussein, Finance Director for the City of South Miami, Florida (the "City") make and enter into the following Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, as amended (the "Code") and the Income Tax Regulations thereunder (the "Regulations") with respect to the Council's $22,365,000 Revenue Bonds, Series 2006 (the "Series 2006 Bonds") and the loan of $5,625,000 of the proceeds of the Series 2006 Bonds to the City (the "City of South Miami Loan"). The Council and the City understand that the opinion of Bond Counsel regarding the exclusion of interest on the Series 2006 Bonds from gross income under Section 103(a) and Section 141-150 of the Code is rendered in reliance upon the representations and statements of fact and expectations contained herein and assumes the Council's and the City's continued compliance with the provisions of this Certificate. 1. The Series 2006 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter163, Part I, Florida Statutes, and other applicable provisions of law, and a Trust Indenture, dated as of December I, 2006 (the "Indenture"), by and between the Council and Deutsche Bank Trust Company Americas, as bond trustee (the "Trustee"). The City of South Miami Loan is being issued by the City under the terms of a Loan Agreement, dated as of December I, 2006 (the "Loan Agreement"), between the Council and the City, pursuant to which the proceeds of a portion of the Series 2006 Bonds (the "City of South Miami Portion") will be loaned to the City for the follOWing purposes: (a) to finance the acquisition and construction of a public parking garage (the "Project") ; (b) to pay the costs of issuing the Series 2006 Bonds which are allocable to the City of South Miami Portion (the "Issuance Expenses"); (411S/16!00095368.DOCv2} 378 (c) to pay the portion of the premium to MBIA Insurance Corporation ("MBIA") for insuring the Series 2006 Bonds which is allocable to the City of South Miami Portion; and (d) to pay a portion of the premium to MBIA for increasing the face amount of its surety bond (the "Reserve Policy") on deposit in the Reserve Fund to satisfy the Reserve Requirement for the Series 2006 Bonds. Unless otherwise specifically defined, all capitalized terms used in this Certificate shall have the meanings as those set forth in the Indenture or the Loan Agreement. 2. On the date hereof all of the Sale Proceeds of the Series 2006 Bonds will be used to acquire loan obligations of certain governmental units, including the City of South Miami Loan, the interest on which is excluded from gross income under Section 103(a) of the Code (the "Tax-Exempt Loans"). As provided in Section 1.148-9(h) of the Regulations, for certain purposes of this Certificate, the portions of the Series 2006 Bonds issued to finance the acquisition of each Tax- Exempt Loan, including the City of South Miami Loan, shall be treated as separate issues of bonds. An allocation of the Series 2006 Bonds and the proceeds thereof among the City of South Miami Portion and the portions of the Series 2006 Bonds allocated to the other Tax-Exempt Loans is set forth in the Schedules attached as Exhibit A hereto. At least 95 percent of the reasonably expected legal and underwriting costs associated with the issuance of the Series 2006 Bonds will be paid not later than the 180th day after the date of issuance 3. On the basis of the facts, estimates and circumstances in existence on the date hereof, we reasonably expect the following with respect to the City of South Miami Portion, the City of South Miami Loan, and the use of the proceeds thereof: (a) The Sale Proceeds of the City of South Miami Portion in the amount of $5,629,708.40 (representing $5,625,000 principal amount of the City of South Miami Portion, plus net original issue premium of $4,708.40) will be used by the Council to fund the acquisition of the City of South Miami Loan in the principal amount of $5,625,000. (b) Proceeds of the City of South Miarni Loan in the amount of $5,629,708.40 (the "Loan Proceeds") are expected to be needed and fully expended as follows: (i) $74,995.63 of said proceeds will be used to pay Issuance Expenses (including an underwriting discount) allocable to the City of South Miami Portion; (ii) $46,167.75 of said proceeds will be paid on the date hereof to MBlA as the Bond Insurance premium allocable to the City of South Miami Portion; (iii) $5,666.67 of said proceeds will be paid on the date hereof to MBIA as the City's share of the premium for the Reserve Policy; and {4118/16/00095368.DOcv2} 2 379 (iv) $5,502/878.35 of said proceeds will be deposited in the Project Loan Fund and expended, together with the investment earnings thereon, to pay Project costs. (c) The total proceeds received by the City from the issuance of the City of South Miami Loan, together with anticipated earnings thereon, do not exceed the total of the amounts necessary for the purposes described above. (d) The City does not expect to sell or otherwise dispose of any property comprising a part of the Project financed with the proceeds of the City of South Miami Loan prior to its final maturity date. 4. Binding contracts or commitments obligating the expenditure of not less than five percent of the Loan Proceeds toward the cost of the Project will be entered into by the City within six months from the date hereof. Work on the acquisition and construction of the Project and the allocation of the Loan Proceeds to the costs of the Project will proceed with due diligence. It is expected that the Project will be completed and at least 85 percent of the Loan Proceeds will be allocated to Project expenditures within three years of the date hereof. 5. Not more than 50 percent of the Loan Proceeds will be invested in obligations having a substantially guaranteed yield for 4 years or more. 6. The Indenture establishes a Reserve Fund for the Series 2006 Bonds which is required to be funded in an amount equal to the Reserve Requirement. The Reserve Requirement is equal to 5 percent of the stated principal amount of the Series 2006 Bonds. The Reserve Requirement does not exceed the lesser of (1) maximum annual debt service on the Series 2006 Bonds, (2) 125% of average annual debt service on the Series 2006 Bonds, and (3) 10 percent of the principal amount of the Series 2006 Bonds. The Council will satisfy the Reserve Requirement through an increase in the face amount of the Reserve Policy previously issued by MBIA to secure prior bond issues of the Council. Amounts on deposit in the Reserve Fund (including amounts drawn on the Reserve Policy) shall be applied to cure any deficiency in the Revenue Fund. Bane of America Securities LLC (the "Underwriter") has advised the Council in a letter attached as Exhibit B hereto that the funding of the Reserve Fund in the amount of the Reserve Requirement is a vital factor in marketing the Series 2006 Bonds at an interest rate comparable to other bond issues of a similar type, and was a requirement for securing Bond Insurance for the Series 2006 Bonds. 7. The Principal Fund and the Revenue Fund will be used primarily to achieve a proper matching of the revenues of the Council (in the form of Loan Repayments) and the debt service on the Series 2006 Bonds within each bond year, and amounts deposited in such funds will be depleted at least once a year except for a reasonable carryover amount not to exceed the greater of (A) the earnings on such funds for the immediately preceding Bond Year, or (B) 1/12 of the debt service on the Series 2006 Bonds for the immediately preceding Bond Year. (4118/16/00095368.DOCV2) 3 380 8. Other than the Principal Fund and the Revenue Fund, there are no other funds or accounts of the Councilor the City established pursuant to the Indenture, the Loan Agreement or otherwise that are reasonably expected to be used to pay debt service on the City of South Miami Loan or the City of South Miami Portion, or which are pledged as collateral (or subject to a negative pledge) for the City of South Miami Loan or the City of South Miami Portion and for which there is a reasonable assurance on the part of the bondholders or MBIA that amounts therein would be available to pay debt service on the City of South Miami Loan or the City of South Miami Portion if the Councilor the City encounters financial difficulties. 9. Pursuant to the terms of the Loan Agreement, the City agrees to make payments to the Trustee in amounts sufficient to pay the principal of, premium, if any, and interest on the City of South Miami Portion, as well as ongoing administrative costs allocable to the City of South Miami Portion. 10. Except for preliminary expenditures, such as architectural, engineering,'surveying, soil testing and similar costs incurred for the Project, no Loan Proceeds will be used to reimburse the City for any costs paid by the City prior to the date which is 60 days prior to November 28,2006. 11.. The following represents the expectations of the Council and the City with respect to the investment of the Loan Proceeds and other amounts on deposit in the aforementioned funds and accounts: (a) Loan Proceeds to be applied to pay Issuance Expenses allocable to the City of South Miami Portion may be invested at an unrestricted yield for a period not to exceed three years from the date hereof. (b) Loan Proceeds deposited in the Project Loan Fund to pay Project costs may be invested at an unrestricted yield for a period not to exceed three years from the date hereof. (c) Investment earnings on obligations described in subparagraphs (a) and (b) may be invested at an unrestricted yield for a period of three years from the date hereof or one year from the date of receipt, whichever period is longer. (d) Amounts described in subparagraphs (a) through (c) that may not be invested pursuant at an unrestricted yield pursuant to such subparagraphs shall be invested at a yield not in excess of the yield on the City of South Miami Portion plus 1/8 of one percentage point. (e) Amounts deposited in the Principal Fund and the Revenue Fund allocable to the City of South Miami Portion may be invested at an unrestricted yield for a period of 13 months from the date of deposit of such amounts. Earnings on such amounts which are {411B/16/0009536B.DOCv2} 4 381 retained in the Revenue Fund or Principal Fund may be invested at an unrestricted yield for a period not exceeding 13 months from the date of receipt of the amount earned. (f) Amounts described in subparagraph (e) not invested at an unrestricted yield pursuant to such subparagraph shall be invested at a yield not in excess of the yield on the City of South Miami Portion or invested in tax-exempt obligations under Section 103(a) of the Code the interest on which is not an item of tax preference within the meaning of Section 57(a)(5) of the Code. 12. For purposes of this Certificate, "yield" means that yield which when used in computing the present worth of all payments of principal and interest to be paid on an obligation produces an amount equal to the purchase price of such obligation. As required by Section 1.148- 4(a) of the Regulations, the yield of the City of South Miami Loan shall be equal to the yield of the City of South Miami Portion. The $51,834.43 paid as premiums for the Bond Insurance and the Reserve Policy allocated to the City of South Miami Portion was treated as additional interest paid on the City of South Miami Portion in computing the yield. The yields on obligations acquired with amounts described in Paragraph 11 and the yield of the City of South Miami Portion are calculated by the use of the same frequency interval of compounding interest. For purposes of calculating the yield of the City of Sou th Miami Portion, the purchase price is the initial offering price to the public (excluding bond houses, brokers, and other intermediaries) at which price the Underwriter reasonably expected, at the time the Bonds were offered, to sell at least 10% of each maturity of such bonds. The initial offering price for the City of South Miami Portion is, in the aggregate, $5,629,708.40, based upon certain representations made in a letter from the Underwriter attached as Exhibit B hereto. Any investments acquired with amounts which may not be invested at an unrestricted yield pursuant to Paragraph 11 hereof shall be purchased at prevailing market prices and shall be limited to securities for which there is an established market or shall be invested in tax- exempt obligations under Section 103(a) of the Code the interest on which is not an item of tax preference within the meaning of Section 57(a)(5) of the Code. In accordance with such meaning of the term "yield", the yield of the City of South Miami Portion has been determined by the Underwriter to be not less than 4.491346%. 13. The present value of the $51,834.43 paid as premiums for the Bond Insurance and the Reserve Policy allocable to the City of South Miami Portion is less than the present value of the interest reasonably expected to be saved as a result of the insurance, as represented to the Council in a letter from the Underwriter attached as Exhibit B hereto. In addition, MBIA has made certain representations with respect to the Bond Insurance and Reserve Policy in a letter attached as Exhibit C hereto. . 14. No portion of the Loan Proceeds will be used as a substitute for other funds of the City which were otherwise to be used to acquire or construct the Project and which will be used to acquire, directly or indirectly, securities prodUCing a yield in excess of the yield of the City of South Miami Portion. {4118/16/00095368.DOCv2} 5 382 15. The weighted average maturity of the City of South Miami Loan, computed by the Underwriter to be 18.36 years, does not exceed 120 percent of the reasonably expected average economic life of the Project (within the meaning of Section 147(b) of the Code). 16. Neither the City nor the Council (or any person related to the City orthe Council) has entered or is expected to enter into any hedging transaction (such as an interest rate swap, cap or collar transaction) with respect to the City of South Miami Loan or the City of South Miami Portion. 17. There are no other obligations of the City which (A) are being sold at substantially the same time as the City of South Miami Loan (within 15 days), (B) sold pursuant to a common plan of financing together with the City of South Miami Loan, and (C) are reasonably expected to be paid out of substantially the same source of funds as the City of South Miami Loan. 18. Neither the City nor the Council is aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Underwriter in its letter attached as Exhibit B hereto or the representations made by MBIA in its letter attached as Exhibit C hereto, or of the accuracy of the computations performed by the Underwriter reflected in the Schedules attached as Exhibit A hereto. 19. The Council and the City hereby covenant that so long as the Series 2006 Bonds remain outstanding, the moneys on deposit in any fund or account maintained in connection with the City of South Miami Loan.or the City of South Miami Portion will not be used in any manner that would cause the Series 2006 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or bonds not described under Section 103(a) of the Code and the applicable regulations promulgated from time to time thereunder. Accordingly, the Council, the City, and the Trustee shall comply with the guidelines and instructions in the Arbitrage Letter of Instructions from Bond Counsel, dated the date hereof, by which the Council shall, except as otherwise provided in such Letter of Instructions, payor cause to be paid to the United States an amount equal to the sum of (i) the excess of the aggregate amount earned from the investment of "Gross Proceeds" of the City of South Miami Loan from the date of issue over the amount that would have been earned if such amounts had been invested at a yield equal to the yield of the City of South Miami Loan, plus (ii) the income or earnings attributable to the excess amount described in (i). The City has agreed in the Loan Agreement to provide the funds necessary to make such rebate. See Exhibit D attached hereto. 20. The provisions of this Paragraph 20 relate to the 2-year spending exception from the arbitrage rebate requirements set forth in Section 148(f)(4)(C) of the Code and Section 1.148-7 of the Regulations (the "2_ Year Spending Exception"). {411B/16/00095368.DOCV2} 6 383 (a) The City reasonably expects that at least 75% of the Available Construction Proceeds of the City of South Miami Loan will be used to pay construction expenditures for tangible property to be owned by the City or another state or local governmental unit. In order to qualify for the 2-Year Spending Exception, the Available Construction Proceeds allocable to the financing of the costs of the Project, such amount being equal to $5,723,254.57, representing $5,629,708.40 of the Loan Proceeds plus estimated investment earnings thereon of $93,546.17, which is. net of Loan Proceeds used to pay Issuance Expenses, must be expended and allocated to expenditures for a governmental purpose of the City of South Miami Loan in accordance with the following schedule measured from the date of issuance of the City of South Miami Loan: (1) At least 10% by July 9, 2007 ($572,325.46), (2) At least 45% by January 9, 2008 ($2,575,464.56), (3) At least 75% by July 9, 2008 ($4,292,440.93), and (4) 100% (including all investment earnings actually earned on the Available Construction Proceeds) by January 9,2009. (b) The City does not elect to apply the penalty in lieu of rebate as provided in Section 148-7(e) of the Regulations with respect to the proceeds of the City of South Miami Loan. (c) For purposes of this Paragraph 20, the term Available Construction Proceeds means an amount equal to the Issue Price of the City of South Miami Loan, plus investment earnings on the Loan Proceeds, plus investment earnings on the above described earnings, minus the amount of the Loan Proceeds applied to pay Issuance Expenses. (d) For purposes of determining compliance with the first three spending periods of the 2-year Spending Exception described in (a) above, Available Construction Proceeds include the amount of future earnings that the City reasonably expects to receive with respect to the investment of the Loan Proceeds as of the date of issuance of the City of South Miami Loan. The City reasonably expects to earn $93,546.17 in investment earnings on the Loan Proceeds. (e) For purposes of meeting the 2-Year Spending Exception, if all of the Available Construction Proceeds of the City of South Miami Loan, including all investment earnings thereon, are expended for the governmental purposes of the City of South Miami Loan in accordance with the first three spending periods described,in subsection (a) above, the City of South Miami Loan will not fail to satisfy such spending requirements for the last six month spending period described in subsection (a) above as a result of unspent amounts {411S/16/00095368.DOCv2} 7 384 equal to a reasonable retainage not exceeding 5% of such proceeds; provided that such retainage is spent for the governmental purposes of the City of South Miami Portion within 3 years of the date of issuance of such Loan. Reasonable retainage means an amount retained as of the end of the last six month spending period described in subsection (a) above for reasonable business purposes relating to the property financed with the proceeds of the City of South Miami Loan. For example, a reasonable retainage may iridude a retention to insure or promote compliance with an acquisition contract in circumstances in which the retained amount is not payable, or in which the City reasonably determines that a dispute exits regarding completion or payment. (f) For purposes of meeting the 2-Year Spending Exception, any failure to satisfy the final spending requirement may be disregarded if the City exercises due diligence to complete the Project financed with the proceeds of the City of South Miami Loan and the amount of such failure does not exceed $168,891.25, which represents the lesser of 3% of the Loan Proceeds of the City of South Miami Loan or $250,000.00. 21. None of the proceeds of the City of South Miami Loan will be used (directly or indirectly) to acquire any "nongovernmental output property" as defined in Section 141( d} of the Code or to make or finance a loan to any person. 22. No portion of the proceeds of the City of South Miami Loan will be used to finance "output facilities" (as that term is used in Section 141(b)(4) of the Code). 23. Not more than 10% of the proceeds of the City of South Miami Loan will be used (directly or indirectly) in a trade or business (or to finance facilities which are used in a trade or business) carried on by any person other than a state or local governmental unit. Not more thanS% of the proceeds of the City of South Miami Loan will be used (directly or indirectly) in trade or business (or to finance facilities which are used in a trade or business) carried on by any person other than a state or local governmental unit which private business use is not related to any governmental use or is disproportionate to governmental use, all as described in Section 141 (b )(3) of the Code ("Unrelated or Disproportional Use"). For the purpose of this Paragraph, use by a nongovernmental person as a member of the general public shall not be taken into account. 24. Paragraph 23 shall apply only if the payment of 10% or more (5% or more in the case of Unrelated or Disproportional Use) of the principal of or interest on the City of South Miami Loan is (under the terms of such Loan or any underlying arrangement) directly or indirectly secured by any interest in property used or to be used for a private business use or in payments in respect of such property or derived from payments whether or not to the City in respect of property or borrowed money used or to be used for a private business use. 25. The City reasonably expects that the Project will be owned and operated throughout the term of the City of South Miami Loan in a manner which complies with the requirements set (4118/16/00095368.DOCv2) 8 385 forth in Paragraph 23 above. The City will not change the ownership or use of all or any portion of the Project in a manner that fails to comply with Paragraph 23 above, unless the it receives an opinion of Bond Counsel that such change of ownership or use will not adversely affect the exclusion of interest on the Series 2006 Bonds from gross income for federal income tax purposes. 26. The payment of the principal of and interest on the City of South Miami Loan is not and will not be guaranteed directly or indirectly by the federal government within the meaning of Section 149(b) of the Code. 27. This Certificate is, in part, to serve as a guideline in implementing the requirements of Sections '141 to 150 of the Code. If regulations, rulings, announcements and notices validly promulgated under the Code contain requirements which differ from those outlined here which must be satisfied for the City of South Miami Loan and the Series 2006 Bqnds to be tax--exempt or in order to avoid the imposition of penalties under Section 148 of the Code, pursuant to the covenants contained in the Indenture and the Loan Agreement, the Council and the City are obligated to take such steps as are necessary to comply with such requirements. If under those pronouncements, compliance with any of the reqUirements of this Certificate is not necessary to maintain the exclusion of interest on the City of South Miami Loan and the Series 2006 Bonds from gross income and alternative minimum taxable income (except to the extent of certain adjustments applicable to corporations) or to avoid the imposition of penalties on the Councilor the City under Section 148 of the Code, the Council and the City shall not be obligated to comply ~ith that requirement. The Council and the City have been advised to seek the advice of competent counsel with a nationally recognized expertise in matters affecting exclusion of interest on municipal bonds from gross income in fulfilling its obligations under the Code to take all steps as are necessary to maintain the tax-exempt status of the City of South Miami Loan and the Series 2006 Bonds. 28. To the best of our knowledge, information and belief, the above expectations are reasonable. {4118!16!00095368.DOCvZ} 9 386 TAX CERTIFICATE IN WITNESS WHEREOF, we have hereunto set our hands on this 9th day ofJanuary, 2007. FLORIDA MUNICIPAL LOAN COUNCIL (4116/16/00095366.DOCvl) S-l 387 (4118/16/00095368.DOCvl) TAX CERTIFICATE CITY OF SOUTH MIAMI, FLORIDA By: c....~ Finance Director S-2 388 EXHIBIT A [ATTACH SCHEDULES] !4118/16/00095368.DOCv2}A-l 389 Dec 18, 2006 2:38 pm Prepared by Bane of America Securities LLC SOURCES AND USES OF FUNDS Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 . Sources: Bond Proceeds: Dated Date Delivery Date Par Amount Net Premium Uses: Project Fund Deposits: South Miami Project Fund Delivery Date Expenses: Cost of Issuance Underwriter's Discount Surety Bond Fee Bond Insurance Other Uses of Funds: Additional Proceeds Final Nwnbers 01109/2007 01/09/2007 5,625,000.00 4,708.40 5,629,708.40 5,500,000.00 41,301.88 33,693.75 5,666.67 46,167.75 126,830.05 2,878.35 5,629,708.40 (Finance 6.000 numbers:2006) Page 1 390 Dec 18, 2006 2:38 pm Prepared by Bane of America Securities LLC BOND SUMlv1ARY STATISTICS Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Dated Date Delivery Date Last Maturity Arbitrage Yield True Interest Cost (TIC) Net Interest Cost (NIC) All-In TIC Average Coupon Average Life (years) Duration ofIssue (years) Par Amount Bond Proceeds Total Interest Net Interest Total Debt Service Maximum Annual Debt Service Average Annual Debt Service Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Bond Component Serial Bonds Term Bond due 2031 Term Bond due 2036 ParVaJue + Accrued Interest + Premium (Discount) -Underwriter's Discount -Cost ofIssuance Expense • Other Amounts Target Value Target Date Yield Par Value 2,890,000.00 '1,215,000.00 1,520,000.00 5,625,000.00 TIC 5,625,000.00 4,708.40 (33,693.75) 5,596,014.65 0110912007 4.465979% 01109/2007 01109/2007 1010112036 4.491346% 4.465979% 4.455899% 4.726153% 4.428041% 18.497 12.083 5,625,000.00 5,629,708.40 4,607,099.45 4,636,084.80 10,232,099.45 349,250.00 344,193.22 4.654444 1.335556 5.990000 99.484705 Average Price Coupon 101.013 4.280% 99.403 4.500% 98.861 4.500% All-In TIC 5,625,000.00 4,708.40 (33,693.75) (41,301.88) (51,834.42) 5,502,878.35 0110912007 4.726153% (Finance 6.000 numbers:2006) Page 2 Average Life 11.774 22.822 27.820 18.497 Arbitrage Yield 5,625,000.00 4,708.40 (51,834.42) 5,577,873.98 0110912007 4.491346% 391 Dec 18, 2006 2:38pm Prepared by Banc of America Securities LLC W lO N Bond Component Serial Bonds: Tenn Bond due 2031: Tenn Bond due 2036: Maturity Date 10/01/2007 10/01/2008 10/01/2009 10/01/2010 10/01/2011 10/01/2012 10/0112013 10/0112014 t0101/201S 10/01/2016 10/01/2017 10/0112018 1010112019 10/01/2020 10/01/2021 10/01/2022 10/01/2023 10/0112024 10/0112025 10/0112026 10/0112031 10/01/2036 Amount Rate 70,000 4.000% 100,000 4.000% 100,000 4.000% 105,000 4.000% 110,000 4.000% m,ooo 4.000% 120,000 4.000% 125,000 5.000% 130,000 5.000% 135,000 5.000% 145,000 5.000% 150,000 5.000% 160,000 4.000% 165,000 4.125% 175,000 4.125% 180,000 4.125% 190,000 4.125% 195,000 4.125% 205,000 4.125% 215,000 4.125% 2,890,000 1,215,000 4.500% 1,520,000 4.500% 5,625,000 (Finance 6.000 numbers:2006) Page 3 BOND PRICING Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Yield to Call Call Premium Yield Price Maturity Date Price (~Discount) Takedown 3.560% 100.308 215.60 1.250 3.580% 100.693 693.00 2.500 3.610% 101.000 1,000.00 2.500 3.620% 101.309 1,374.45 2.500 3.640% 101.546 1,700.60 3.750 3.680% 101.634 1,879.10 3.750 3.730% 101.588 1,905.60 3.750 3.790% 108.034 10,042,50 3.750 3.860% 108.373 10,884,90 3.750 3.900% 108.828 11,917.80 3.750 3.930% 108.575 C 4.008% 10/0112016 100.000 12,433.75 5.000 3.970% 108,238C 4.107% 10/0112016 100.000 12,357.00 5.000 4.180% 98.232 (2,828.80) 5.000 4.240% 98.807 (1,968.45) 5.000 4.290% 98.206 (3,139.50) 5.000 4.310% 97.897 (3,785.40) 5.000 4.330% 97.572 (4,613.20) 5.000 4.370% 96.993 (5,863.65) 5.000 4.390% 96.634 (6,900.30) 5.000 4.410% 96.265 {8,O30.25) 5.000 29,274.75 4.540% 99.403 (7,253.55) 5.000 4.570% 98.861 (17,312.80) 5.000 4,708.40 Dec 18,2006 2:38 pm Prepared by Banc of America Securities LLC Dated Date Delivery Date First Coupon Par Amount· Premium Production BOND PRICING Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers 01/09/2007 01/0912007 04/01/2007 5,625,000.00 4,708.40 5,629,708.40 100.083705% Underwriter's Discount (33,693.75) (0.599000) w ~ w Purchase Price Accrued Interest Net Proceeds 5,596,014.65 99.484705% 5,596,014.65 (Finance 6.000 nuinbers:2006) Page 4 Dec 18,2006 2:38 pm Prepared by Bane of America Securities LLC (Finance 6.000 numbers:2006) Page 5 BOND DEBT SERVICE Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Period Ending Principal Coupon Interest Debt Service 10/01/2007 70,000 4.000% 179,893.03 249,893.03 1010112008 100,000 4.000% 244,381.26 344,381.26 10/01/2009 100,000 4.000% 240,381.26 340,381.26 10/0112010 105,000 4.000% 236,381.26 341,381.26 10/011201 J 110,000 4.000% 232,181.26 342,181.26 10/0112012 115,000 4.000% 227,781.26 342,781.26 10/0112013 120,000 4.000% 223,181.26 343,181.26 10/0112014 125,000 5.000% 218,381.26 343,381.26 10/0112015 130,000 5.000% 212,131.26 342,131.26 10/01/2016 135,000 5.000% 205,631.26 340,631.26 10/0112017 145,000 5.000% 198,881.26 343,881.26 IO/Oll2018 150,000 5.000% 191,631.26 341,631.26 10/0112019 160,000 4.000% 184,131.26 344,131.26 I %l/2020 165,000 4.125% 177,731.26 342,731.26 10/01/2021 175,000 4.125% 170,925.00 345,925.00 10/0112022 180,000 4.125% 163,706.26 343,706.26 10/01/2023 190,000 4.125% 156,281.26 346,281.26 10/01/2024 195,000 4.125% 148,443.76 343,443.76 10/0112025 205,000 4.125% 140,400.00 345,400.00 10/01l2026 215,000 4.125% 131,943.76 346,943.76 10/01/2027 220,000 4.500% 123,075.00 343,075.00 10/0112028 230,000 4.500% 113,175.00 343,175.00 10/01/2029 245,000 4.500% 102,825.00 347,825.00 10/01/2030 255,000 4.500% 91,800.00 346,800.00 10/0112031 265,000 4.500% 80,325.00 345,325.00 10/0112032 275,000 4.500% 68,400.00 343,400.00 10/01/2033 290,000 4.500% 56,025.00 346,025.00 10/0112034 305,000 4.500% 42,975.00 347,975.00 10/0112035 320,000 4.500% 29,250.00 349,250.00 10/0l/2036 330,000 4.500% 14,850.00 344,850·90 5,625,000 ·4,607,099.45 .10,232,099.45 394 Dec 18, 2006 2:38 pm Prepared by Bane of America Securities LLC (Finance 6.000 numbers:2006) Page 6 NET DEBT SERVICE Florida Municipal Loan Council South Miami. $5.5 million for 30 years Series 2006 Final Numbers Period Total Net Ending Debt Service Trustee Fee Admin Fee Debt Service 10/0112007 249,893.03 486 4,093.75 254,472.78 10/01/2008 344,381.26 648 5,555.00 350,584.26 10/0112009 340,381.26 648 5,455.00 346,484.26 10/0112010 341,381.26 648 5,355.00 347,384.26 10/01/2011 342,181.26 648 5,250.00 348,079.26 10/0112012 342,781.26 648 5,140.00 348,569.26 10/0112013 343,181.26 648 5,025.00 348,854.26 10/0112014 343,381.26 648 4,905.00 348,934.26 10/0112015 342,131.26 648 4,780.00 347,559.26 10/0112016 340,631.26 648 4,650.00 345,929.26 10/01/2017 343,881.26 648 4,515.00 349,044.26 10/0112018 341,631.26 648 4,370.00 346,649.26 10/0112019 344,131.26 648' 4,220.00 348,999.26 10/0112020 342,731.26 648 4,060.00 347,439.26 10/0112021 345,925.00 648 3,895.00 350,468.00 10/01/2022 343,706.26 648 3,720.00 348,074.26 10/01/2023 346,281.26 648 3,540.00 350,469.26 10/0112024 343,443.76 648 3,35.0.00 347,441.76 10/01/2025 345,400.00 648 3,155.00 349,203.00 10/0112026 346,943.76 648 2,950.00 350,541.76 10/0112027 343,075.00 648 2,735.00 346,458.00 10/01/2028 343,175.00 648 2,515.00 346,338.00 10/01/2029 347,825.00 648 2,285.00 350,758.00 10/0112030 346,800.00 648 2,040.00 349,488.00 10/0112031 345,325.00 648 1,785.00 347,758.00 10/01/2032 343,400.00 648 1,520.00 345,568.00 10/01/2033 346,025.00 648 1,245.00 347,918.00 10/0112034 347,975.00 648 955.00 349,578.00 1010112035 349,250.00 648 650.00 350,548.00 10/01/2036 344,850.00 648 330.00 345,828,00 10,232,099.45 19,278 104,043.75 10,355,421.20 395 Dec 18,2006 2:38 pm Prepared by Bane of America Securities LLC (Finance 6.000 numbers:2006) Page 7 NET DEBT SERVICE Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Total Net Date Debt Service Trustee Fee Admin Fee Debt Service 04/0112007 56,302.40 1,281.25 57,583.65 10/0112007 193,590.63 486 2,812.50 196,889.13 04/0112008 122,190.63 2,777.50 124,968.13 10/0112008 222,190.63 648 2,777.50 225,616.13 04/0112009 120,190.63 2,727.50 122,918.13 10/0112009 220,190.63 648· 2,727.50 223,566.13 04/0112010 118,190.63 2,677.50 120,868.13 10/0112010 223,190.63 648 2,677.50 226,516.13 04/0112011 116,090.63 2,625.00 118,715.~3 1 0/0 1I2011 226,090.63 648 2,625.00 229,363.63 04/0112012 113,890.63 2,570.00 116,460.63 10/0112012 228,890.63 648 2,570.00 232,108.63 04/0112013 111,590.63 2,512.50 114,103.l3 10/01/2013 231,590.63 648 2,512.50 234,751.13 04/0112014 109,190.63 2,452.50 111,643.13 10/0112014 234,190.63 648 2,452.50 237,291.13 04/0112015 106,065.63 2,390.00 108,455.63 10/0112015 236,065.63 648 2,390.00 239,103.63 04/0112016 102,815.63 2,325.00 105,140.63 10/01/2016 237,8]5.63 648 2,325.00 240,788.63 04/01/2017 99,440.63 2,257.50 101,698.13 10/0112017 244,440.63 648 2,257.50 247,346.13 04/0112018 95,815.63 2,185.00 98,000.63 10/0112018 245,815.63 648 2,185.00 248,648.63 04/0112019 92,065.63 2,110.00 94,175.63 10/0112019 252,065.63 648 2,110.00 254,823.63 04/0112020 88,865.63 2,030.00 90,895.63 10/0112020 253,865.63 648 2,030.00 256,543.63 04/0112021 85,462.50 1,947.50 87,410.00 10/01/2021 260,462.50 648 1,947.50 263,058.00 04/0112022 81,853.13 1,860.00 83,713.13 10/0112022 261,853.13 648 1,860.00 264,361.13 04/0112023 78,140.63 1,770.00 79,910.63 10/0112023 268,140.63 648 1,770.00 270,558.63 04/0112024 74,221.88 1,675.00 75,896.88 10/01/2024 269,221.88 648 1,675.00 271,544.88 04/01/2025 70,200.0a 1,577.50 71,777.50 10/0112025 275,200.00 648 1,577.50 277,425.50 04/01/2026 65,971.88 1,475.00 67,446.88 10/0112026 280,971.88 648 1,475.00 283,094.88 04/0112027 61,537.50 1,367.50 62,905.00 10/0112027 281,537.50 648 1,367.50 283,553.00 04/0112028 56,587.50 1,257.50 57,845.00 10/0112028 286,587.50 648 1,257.50 288,493.00 04/01/2029 51,412.50 1,142.50 52,555.00 10/0112029 296,412.50 648 1,142.50 298,203.00 04/0112030 45,900.00 1,020.00 46,920.00 10/0112030 300,900.00 648 1,020.00 302,568.00 04/0112031 40,162.50 892.50 41,055.00 10/0112031 305,162.50 648 892.50 306,703.00 04/0112032 34,200.00 760.00 34,960.00 10/01/2032 309,200.00 648 760.00 310,608.00 04/01l2033 28,012.50 622.50 28,635.00 10/0112033 318,012.50 648 622.50 319,283.00 04/0112034 21,487.50 477.50 21,965.00 10/01/2034 326,487.50 648 477.50 327,613.00 396 Dec 18, 2006 2:38 pm Prepared by Bane of America Securities LLC Date 04101/2035 10/0112035 0410112036 10/0112036 NET DEBT SERVICE Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Total Debt Service Trustee Fee Admin Fee 14,625.00 325.00 334,625.00 648 325.00 7,425.00 165.00 337,425.00 648 165.00 10,232,099.45 -19,278 104,043.75 (Finance 6.000 numbers:2006) Page 8 Net Debt Service 14,950.00 335,598.00 7,590.00 338,238.00 10,355,421.20 397 Dec 18, 2006 2:38 pm Prepared by Bane of America Securities LLC COST OF ISSUANCE Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Cost of Issuance Bond Counsel Fee Bond Counsel Expenses Financial Advisor Fees Trustee Acceptance Fee Trustee Counsel League of Cities Upfropt Fee MBlA Counsel Fees (estimated) Rating Agency Fee (Standard & Poors) POSIOS Printing and Mailing (estimated) Other Miscellaneous City Legal Fees (South Miami) Final Numbers $/1000 1.25000 0.22356 1.11782 0.06707 0.15649 0.44713 0.33535 1.34138 0.44713 0.17885 1.77778 7.34256 (Finance 6.000' numbers:2006) Page 9 Amount 7,031.25 1,257.55 6,287.73 377.26 880.28 2,515.09 1,886.32 7,545.27 2,515.09 1,006.04 10,000.00 41,301.88 398 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC Underwriter's Discount UNDERWRITER'S DISCOUNT Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers $/1000 Average Takedowll Underwriter's Fees and Expenses 4.65444 1.33556 5.99000 (Finance 6.000 numbers:2006) Page 10 Amount 26,181.25 7,512.50 33,693.75 399 Dee 18, 2006 2:38 pm Prepared by Bane of America Securities LLC Bond Component Serial Bonds: Term Bond due 2031: Ternl Bond due 2036: AVERAGE TAKEDOWN Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Dated Date 01/09/2007 Delivery Date 01/09/2007 Maturity Par Takedown Date Amount $lBond 10/0112007 70,000 1.2500 10/0112008 100,000 2.5000 10/0112009 100,000 2.500.0 I 0/0 II20 lO 105,000 2.5000· 10/0112011 110,000 3.7500 10/0112012 115,000 3.7500 10/0112013 120,000 3.7500 10/0112014 125,000 3.7500 10/0112015 130,000 3.7500 10/01/2016 135,000 3.7500 10/0112017 145,000 5.0000 10/0112018 150,000 5.0000 10/01/2019 160,000 5.0000 10/01/2020 165,000 5.0000 10/0112021 175,000 5.0000 10/0112022 180,000 5.0000 10/0112023 190,000 5.0000 10/0lf2024 195,000 5.0000 IO/OIl2025 205,000 5.0000 10/0112026 215,000 5.0000 2,890,000 4.3274 10/0112031 1,215,000 5.0000 10/0112036 1,520,000 5.0000 5,625,000 4.6544 (Finance 6.000 numbers:2006) Page II Takedown Amount 87.50 250.QO 250.00 262.50 412.50 431.25 450.00 468.75 487.50 506.25 725.00 750.00 800.00 825.00 875.00 900.00 950.00 975.00 1,025.00 1,075.00 12,506.25 6,075.00 7,600.00 26,181.25 400 Dec 18,20062:38 pm Prepared by Bane of America Securities LLC FORM 8038 STATISTICS Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Dated Date Delivery Date 01109/2007 01/09/2007 Bond Component Date Principal Coupon Price Serial Bonds: 10/0112007 70,000.00 4.000% 100.308 10/01/2008 100,000.00 4.000% 100.693 10/01/2009 100,000.00 4.000% 101.000 10/0112010 105,000.00 4.000% 101.309 10/0112011 110,000.00 4.000% 101.546 10/0112012 115,000.00 4.000% 101.634 10/0112013 120,000.00 4.000% 101.588 10/0112014 125,000.00 5.000% 108.034 10/01/2015 130,000.00 5.000% 108.373 10/01/2016 135,000.00 5.000% 108.828 10/0112017 145,000.00 5.000% 108.575 10/0112018 150,000.00 5.000% 108.238 10/01/2019 160,000.00 4.000% 98.232 10/0112020 165,000.00 4.125% 98.807 10/0112021 175,000.00 4.125% 98.206 10/0I/2022 180,000.00 4.125% 97.897 10/0112023 190,000.00 4.125% 97.572 10/01/2024 195,000.00 4.125% 96.993 10/0112025 205,000.00 4.125% 96.634 10/0112026 215,000.00 4.125% 96.265 Term Bond due 2031: 10/01/2027 220,000.00 4.500% 99.403 10/0112028 230,000.00 4.500% 99.403 10/0112029 245,000.00 4.500% 99.403 10/0112030 255,000.00 4.500% 99.403 10/01/2031 265,000.00 4.500% 99.403 Term Bond due 2036: 10/0112032 275,000:00 4.500% 98.861 10/0112033 290,000.00 . 4.500% 98.861 10/0112034 305,000.00 4.500% 98.861 10/0112035 320,000.00 4.500% 98.861 10/0112036 330,00.0.00 4.500% 98.861 5,625,000.00 Stated Maturity Interest Issue Redemption Date Rate Price at Maturity Final Maturity 10/0112036 4.500% 326,241.30 330,000.00 Entire Issue 5,629,708.40 5,625,000.00 Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund (Finance 6.000 numbers:2006) Page 12 Redemption Issue Price at Maturity 70,215.60 70,000.00 100,693.00 100,000.00 101,000.00 100,000.00 106,374.45 105,000.00 111,700.60 110,000.00 116,879.10 115,000.00 121,905.60 120,000.00 135,042.50 125,000.00 140,884.90 130,000.00 146,917.80 135,000.00 157,433.75 145,000.00 162,357.00 150,000.00 157,171.20 160,000.00 163,031.55 165,000.00 171,860.50 175,000.00 176,214.60 180,000.00 185,386.80 190,000.00 189,136.35 195,000.00 198,099.70 205,000.00 206,969.75 215,000.00 218,686.60 220,000.00 228,626.90 230,000.00 243,537.35 245,000.00 253,477.65 255,000.00 263,417.95 265,000.00 271,867.75 '275,000.00 286,696.90 290,000.00 301,526.05 305,000.00 316,355.20 320,000.00 326,241.30 330,000.00 5,629,708.40 5,625,000.00 Weighted Net Average Interest Maturity Yield Cost 18.3609 4.4913% 4.4525% 0.00 74,995.63 51,834.42 0.00 401 Florida Municipal Loan Council Tallahassee, Florida City of South Miami South Miami, Florida EXHIBITB January 9, 2007 Re: $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 ($5,625,000 City of South Miami Loan) Ladies and Gentlemen: The undersigned, as the Underwriter in cOlmection with the sale of the above-referenced Series 2006 Bonds, hereby represents that: 1. All of the Series 2006 Bonds have been the subject of an initial offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers), made pursuant to the Bond Purchase Agreement between the Florida Municipal Loan Council (the "Council") and the Underwriter, at prices no higher than, or yields no lower than, those shown on the inside cover of the Official Statement relating to the Series 2006 Bonds. At the time the Underwriter agreed to purchase the Series 2006 Bonds, the Underwriter reasonably believed that at least 10% of the Series 2006 Bonds of each maturity would be sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at such prices. 2. The present value of the premiums paid to obtain the Bond Insurance and the Reserve Policy from MBIA Insurance Corporation for the Series 2006 Bonds is less than the present value of the interest reasonably expected to be saved as a result of the insurance. In determining such present value savings for the City of South Miami Portion of the Series 2006 Bonds, the yield on the City of South Miami Portion was used as the discount rate. 3. The funding of the Reserve Fund (through the purchase of the Reserve Policy) securing the Series 2006 Bonds in an amount equal to the Reserve Requirement was a vital factor in marketing the Series 2006 Bonds, facilitated the marketing of the Series 2006 Bonds at an interest (411B/16/0009536B.DOev2) B-1 402 rate comparable to that of other bond issues of a similar type, and was a requirement for obtaining the Bond Insurance. We understand that Bond Counsel may rely upon the representations contained in this letter, among other things, in rendering its opinion that interest on the Series 2006 Bonds is excluded from gross income for Federal income tax purposes. {4118/16/00095368.DOCV2} B-2 BANC OF AMERICA SECURITIES LLC BY:·47~ ________ ~ ____________ _ Patricia A. Garr Principal 403 EXHIBlTC [ATTACH MBIA LETTER OF REPRESENTATIONS1 (4118!16!00095368.DOCv2) C-l 404 MBIA MBIA Insurance Corporation 113 King Street, Armonk, NY 10504 Tel 914·273·4545 Capita! Strength. Triple-A Performance. Florida Municipal Loan Council clo Florida League of Cities 301 South Bronough Street Tallahassee, FL 32301 Re: $22,365,000 www.mbia.com TAX CERTIFICATE Florida Municipal Loan Council, Revenue Bonds Series 2006 Ladies and Gentlemen: In connection with the issuance of the above-referenced obligations (the "Obligations"), we are issuing a financial guaranty insurance policy (the "Policy") securing the payment of principal and interest on the Obligations. This is to advise you that: 1. The Policy and Surety Bond are unconditional obligations of MBIA Insurance Corporation (the "Insurer") to pay scheduled payments of principal and interest on the Obligations in the event of a failure to do so by the Florida Municipal Loan Council (the "Issuer"). 2. The insurance premium in the amount of$160,000 and the surety bond premium in the amount of $34,000 represent the charge for a transfer of credit risk and were determined in arm's-length negotiations and are required to be paid as a condition to the issuance of the Policy and the Surety Bond. 3. No portion of such premiums represents an indirect payment of costs related to the issuance of the Obligations, other than for the transfer of credit risk. 4. The Insurer does not reasonably expect that it will be called upon to make any payment under the Policy or the Surety Bond. 5. To the extent the Insurer is called upon to make any payment under the Policy, the Insurer reasonably expects to pursue all available legal remedies to secure reimbursement for such payment. 405 MElIA 6. The Insurer would not have issued the Policy in the absence of a Debt Service Reserve Fund of the size and type established by the Trust Indenture pursuant to which the Obligations are being issued. Dated: January 9, 2007 MBIA INSURANCE CORPORATION 406 EXHIBITD January 9, 2007 Florida Municipal Loan Council Tallahassee/ Florida City of South Miami South Miami/ Florida Deutsche Bank Trust Company Americas New York, New York Re: Arbitrage Letter of Instructions Ladies and Gentlemen: This letter instructs you as to certain requirements of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the issuance by the Florida Municipal Loan Council (the "Council") of its $22,365,000 Revenue Bonds, Series 2006 (the "Series 2006 Bonds"). Pursuant to a Loan Agreement dated as of December 1, 2006 (the "Loan Agreement") between the Council and the City of South Miami, Florida (the "City") a portion of the proceeds of the Series 2006 Bonds (the "South Miami Portion") will be used to make a loan to the City in the original principal amount of $5,625,000 (the "South Miami Loan"). Capitalized terms used in this letter, not otherwise defined herein, shall have the same meanings as set forth in the Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, As Amended (the "Tax Certificate") relating to the South Miami Loan and the South Miami Portion executed by the City and the Council on the date hereof. This letter is intended to provide the Council and the City with general guidance regarding compliance with Section 148(f) of the Code. In order for the Series 2006 Bonds to satisfy the rebate requirements of Section 148(f), it will be necessary that such requirements be satisfied with respect to the South Miami Loan (as well as each other loans made from the proceeds of the Series 2006 Bonds). This letter provides guidance with respect to compliance for the South Miami Loan. Because the requirements of the Code are subject to amplification and clarification, the Council and the City should seek supplements to this letter from time to time to reflect any additional or different requirements of the Code. In particular, you should be aware that regulations implementing the rebate requirements of Section 148(f) (the "Regulations") have been issued by the United States Treasury Department. This complex set of regulations will, by necessity, be subject to (4118!16!00095368.DOCv2) D-l 407 continuing interpretation and clarification through future rulings or other announcements of the United States Treasury Department. The Council and the City should seek further advice of Bond Counsel as to the effect of any such future interpretations before the computation and payment of any arbitrage rebate. For the purposes of this Letter, (i) any instructions relating to a fund or account shall be deemed to apply only to the portion of such fund or account allocable to the South Miami Loan and (ii) any reference to "the date hereof' shall be deemed to mean January 9, 2007. Section 1. Tax Covenants. Pursuant to Section 13.08 of a Trust Indenture, dated as of December I, 2006, by and between the Council and Deutsche Bank Trust Company Americas, as Trustee (the "Indenture"), the Council has made certain covenants designed to assure that the interest with respect to the Series 2006 Bonds is and shall remain excluded from gross income for federal income tax purposes. The City has made similar covenants in Section 2.020) of the Loan Agreement. The Council and the City have agreed, and by this Letter do hereby covenant, that they will not directly or indirectly use or permit the use of any proceeds ,of the Series 2006 Bonds, the South Miami Loan or any other funds or take or omit to take any action that would cause the Series 2006 Bonds or the South Miami Loan to be "arbitrage bonds" within the meaning of Section 148 of the Code and that would cause interest on the Series 2006 Bonds or the South Miami Loan to be included in gross income for federal income tax purposes under the provisions of the Code. The Council and the City have further agreed by this letter to comply with all other requirements as shall be determined by Bond Counsel (as hereinafter defined) to be necessary or appropriate to assure that interest on the Series 2006 Bonds will be excluded from gross income for federal income tax purposes. To that end, the Council and the City will comply with all requirements of Section 148 of the Code to the extent applicable to the Series 2006 Bonds. In the event that at any time the Council is of the opinion that for purposes of this Section 1 it is necessary to restrict or to limit the yield on the investment of any moneys held by the Council, the Council shall take such action as may be necessary. Section 2. Definitions. Unless the context otherwise requires, in addition to the use of the terms defined in the Tax Certificate, the following capitalized terms have the following meanings: "Bond Counsel" shall mean Bryant Miller Olive P.A., or other nationally recognized bond counsel. "Bond Year" shall mean the one year period that ends at the close of business on the day in the calendar year that is selected by the City. The first and last bond years may be short periods. "Bond Yield" shall mean that discount rate that, when used in computing the present value on the Delivery Date of all unconditionally payable payments of principal, interest, retirement price, and Qualified Guarantee payments paid and to be paid on the South Miami Portion, produces an amount equal to the present value on the Delivery Date, using the same discount rate, of the {411B/16/00095368.DOCv2} 408 aggregate Issue Price of the South Miami Portion. Yield is computed under the Economic Accrual Method using any consistently applied compounding interval of not more than one year. Short first and last compounding intervals may be used. Other reasonable, standard financial conventions, such as the 30 days per month/360 days per year convention, may be used in computing yield but must be consistently applied. The yield of the South Miami Loan shall be equal to the yield of the South Miami Portion. The yield on the South Miami Portion, computed by Bane of America Securities LLC in this manner, is 4.491346%. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations promulgated thereunder. "Computation Date" shall mean any date selected by the City as a computation date pursuant to Section 1.148-3(e) of the Regulations, and the Final Computation Date. "Computation Credit Amount" means an amount, as of each Computation Credit Date, equal to $1,000. "Computation Credit Date" means the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of the Series 2006 Bonds that are subject to the rebate requirement of Section 148(f) of the Code, and the Final Computation Date. "Delivery Date" shall mean January 9, 2007. "Economic Accrual Method" shall mean the method of computing yield that is based on the compounding of interest at the end of each compounding period (also known as the constant interest method or the actuarial method). "Final Computation Date" shall mean the date that the South Miami Loan is discharged. "Gro(ss Proceeds" shall mean with respect to the South Miami Loan, any proceeds of the South Miami Loan and any funds (other than the proceeds of the South Miami Loan) that are a part of a reserve or replacement fund for the loan, which amounts include amounts which are (A) actually or constructively received by the City from the sale of the South Miami Portion of the Series 2006 Bonds (other than amounts used to pay Accrued Interest on the South Miami Portion as set forth in the Tax Certificate); (B) treated as transferred proceeds (as defined in Section'1.148-9(b) of the Regulations); (C) treated as Replacement Proceeds under Section 1.148-1 (c) of the Regulations; (D) invested in a reasonably required reserve or replacement fund (as defined in Section 1.148-2(f) of the Regulations); (E) pledged by the Councilor the City as security for payment of debt service on the South Miami Loan or the South Miami Portion; (F) received with respect to obligations acquired with proceeds of the South Miami Portion; (G) used to pay debt service on the South Miami Loan and the South Miami Portion; and (H) otherwise received as a result of investing any proceeds of the South Miami Loan or South Miami Portion. The determination of whether an amount is included within this definition shall be made without regard to whether the amount is credited to {4118/16/0009536B.DOCV2) D-3 409 any fund or account established under the Indenture or Loan Agreement or (except in the case of an amount described in (E) above) whether the amount is subject to the pledge of such instruments. "Guaranteed Investment Contract" means any Nonpurpose Investment that has specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate, and also includes any agreement to supply investments on two or more future dates (e.g., a forward supply contract). "Installment Payment Date" shall mean a Computation Date that is not later than 5 years after the Delivery Date and subsequent Computation Dates which occur no later than 5 years after the immediately preceding Installment Payment Date. "Investment Property" shall mean any security or obligation, any annuity .contract or other investment-type property within the meaning of Section 148(b )(2) of the Code. The term Investment Property shall not include any obligation the interest on which is excluded from gross income (other than a Specified Private Activity Bond within the meaning of Section S7(a)(S)(C) of the Code) and shall not include an obligation that is a one-day certificate of indebtedness issued by the United States Treasury pursuant to the Demand Deposit State and Local Government Series Program described in 31 CFR, part 344. "Issue Price" shall mean, with respect to each bond comprising the South Miami Portion, the issue price for such bond based upon the representations contained in a letter from Bane of America Securities LLC, as the underwriter of the Series 2006 Bonds, attached as Exhibit B to the Tax Certificate. "Issue Yield" shall mean the Bond Yield unless the Series 2006 Bonds are described in Section 1.148-4(b)(3) or (4) of the Regulations, in which case, the Issue Yield shall be the Bond Yield as recomputed in accordance with such provisions of the Regulations. "N onpurpose Investment" shall mean any Investment Property in which Gross Proceeds are invested, other than any Purpose Investment as defined in Section 1.148-1(b) ofthe Regulations. For purposes of this Letter, Investment Property acquired with revenues deposited in the Principal Fund or the Revenue Fund to be used to pay debt service on the South Miami Portion within 13 months of the date of deposit therein shall be disregarded. "Nonpurpose Payment" shall, with respect to a Nonpurpose Investment allocated to the South Miami Loan, include the following: (1) the amount actually or constructively paid to acquire the Nonpurpose Investment; (2) the Value of an investment not acquired with Gross Proceeds on the date such investment is allocated to the South Miami Loan, and (3) any payment of Rebatable Arbitrage to the United States Government not later than the date such amount was required to be paid. In addition, the Computation Credit Amount shall be treated as a Nonpurpose Payment with respect to the South Miami Loan on each Computation Credit Date. {4118/16/00095368.DOCV2} 0-4 410 "Nonpurpose Receipt" shall mean any receipt or payment with respect to a Nonpurpose Investment allocated to the South Miami Loan. For this purpose the term "receipt" means any amount actually or constructively received with respect to the investment. In the event a Nonpurpose Investment ceases to be allocated to the South Miami Loan other than by reason of a sale or retirement, such Nonpurpose Investment shall be treated as if sold on the date of such cessation for its Value. In addition, the Value of each Nonpurpose Investment at the close of business on each Computation Date shall be taken into account as a Nonpurpose Receipt as of such date, and each refund of Rebatable Arbitrage pursuant to Section 1. 148-3(i) of the Regulations shall be treated as a Nonpurpose Receipt. "Qualified Guarantee" shall mean the Municipal Bond Insurance Policy and the Debt Service Reserve Fund Surety Bond issued by MBIA Insurance Corporation in connection with the Series 2006 Bonds. "Rebatable Arbitrage" shall mean as of any Computation Date the excess of the future value of all Nonpurpose Receipts with respect to the South Miami Loan over the future value of all Nonpurpose Payments with respect to the South Miami Loan. The future value of a Nonpurpose Payment or a Nonpurpose Receipt as of any Computation Date is determined using the Economic Accrual Method and equals the value of that payment or receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the Issue Yield, using the same compounding interval and financial conventions used in computing that yield. "Retirement Price" shaH mean, with respect to a bond, the amount paid in connection with the retirement or redemption of the bond. "Value" means value as determined under Section 1.148-5(d) of the Regulations for investments. Section 3. Rebate Requirement. (a) Pursuant to this Letter there shall be established a fund separate from any other fund established and maintained under the Indenture designated the Rebate Fund (the "Rebate Fund") with a separate account for the South Miami Loan. The Council shall administer or cause to be administered the Rebate Fund and invest any amounts held therein in Nonpurpose Investments. Moneys shall not be transferred from the Rebate Fund except as provided in this Section 3. (b) Unless one or more of the Spending Exceptions to Rebate described in Appendix I to this letter are applicable to all or a portion of the Gross Proceeds, the Council specifically covenants that it will payor cause to be paid to the United States Government the following amounts: {4118!16!00095368.DOCv2} D-5 411 (1) No later than 60 days after each Installment Payment Date, an amount which, when added to the future value of all previous rebate payments made with respect to the South Miami Loan, equals at least 90 percent of the Rebatable Arbitrage calculated as of each such Installment Payment Date; and (2) No later than 60 days after the Final Computation Date, an amount which~ when added to the future value of all previous rebate payments made w~th respect to the South Miami Loan, equals 100 percent of the Rebatable Arbitrage as of the Final Computation Date. (c) Any payment of Rebatable Arbitrage made within the 60-day period described in Section 3(b)(1) and (2) above may be treated as paid on the Installment . Payment Date or Final computation date to which it relates. (d) On or before 55 days following each Installment Payment Date and the Final Computation Date, the Council shall determine the amount of Rebatable Arbitrage to be paid to the United States Government as required by Section 3(b) of this Letter. Upon making this determination, the Council shall take the following actions: (1) If the amount of Rebatable Arbitrage is calculated to be positive, cause the required amount of Rebatable Arbitrage to be deposited to the Rebate Fund; (2) If the amount of Rebatable Arbitrage is calculated to be negative and money is being held in the Rebate Fund for the South Miami Loan, cause the amount on deposit in such fund to be transferred to the City; and (3) On or before 60 days following the Installment Payment Date or Final Computation Date, cause amount described in Section 3(b) of this Letter to be paid to the United States Government at the Internal Revenue Service Center, Ogden, Utah 84201. Payment shall be accompanied by Form 8038-T identifying the payment as being made in connection with the South Miami Loan. A rebate payment is paid when it is filed with the Internal Revenue Service at the above location. (e) The Council and the City shall keep or cause to be kept proper books of record and accounts containing complete and correct entries of all transactions relating to the receipt, investment, disbursement, allocation and application of the money related to the South Miami Loan and the South Miami Portion, including money derived from, pledged to, or to be used to make payments on the South Miami Loan or the South Miami Portion. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Council, the City or the Trustee is to be allocated and shall set forth, in the case of each investment security, (a) its purchase price; (b) nominal rate of interest; (c) the amount of accrued interest purchased (included in the purchase price); (d) the par or face amount; {4118/16/00095368.DOCv2} D-6 412 (e) maturity date; (£) the amount of original issue discount or premium (if any); (g) the type of Investment Property; (h) the frequency of periodic payments; (i) the period. of compounding; 0) the yield to maturity; (k) date of disposition; (1) amount realized on disposition (including accrued interest); and (m) market price data sufficient to establish the fair market value of any Nonpurpose inveshnent as of any Computation Date, and as of the date such Nonpurpose Investment becomes allocable to, or ceases to be allocable to, Gross Proceeds of the South Miami Loan. Section 4. Prohibited Investments and Dispositions. (a) No Investment Property shall be acquired with Gross Proceeds for an amount (including transaction costs) in excess of the fair market value of such Investment Property. No Investment Property shall be sold or otherwise disposed of for an amount (including transaction costs) less than the fair market value of the Investment Property. (b) For purposes of subsection 4(a), the fair market value of any Investment Property for which there is an established market shall be determined as provided in subsection 4(c). Except as otherwise provided in subsections 4(e) and (£), any market especially established to provide Investment Property to an issuer of governmental obligations shall not be treated as an established market. (c) The fair market value of any Investment Property for which there is an established market is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's-length transaction. Fair market value is generally determined on the date on which a contract to purchase or sell the Investment Property becomes binding (i.e., the trade date rather than the settlement date). If a United States Treasury obligation is acquired directly from or disposed of directly to the United States Treasury, such acquiSition or disposition shall be treated as establishing a market for the obligation and as establishing the fair market value of the obligation. (d) Except to the extent provided in subsections (e) and (£), any Investment Property for which there is not an established market shall be rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. (e) In the case of a certificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, the purchase price of such a certificate of deposit is treated as its fair market value on its purchase date if the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States; and (2) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. {4118/16/00095368.DOCV2} D-7 413 (f) The purchase price of a Guaranteed Investment Contract is treated as its fair market value on the purchase date if the Councilor the City complies with the competitive bidding procedures set forth in Section 1.148-5(d)(6)(iii) of the Regulations. Section 5. Accounting for Gross Proceeds. In order to perform the calculations required . by the Code and the Regulations, it is necessary to track the investment and expenditure of all Gross Proceeds. To that end, the Council and the City must adopt reasonable and consistently applied methods of accounting for all Gross Proceeds. Section 6. Administrative Costs of Investments. (a) Except as otherwise provided in this Section, an allocation of Gross Proceeds of the South Miami Loan to a payment or receipt on a Nonpurpose Investment is not adjusted to t~ke into account any costs or,expenses paid, directly or indirectly, to purchase, carry, sell or retire the Nonpurpose Investment (administrative costs). Thus, administrative costs generally do not increase the payments for, or reduce the receipts from, Nonpurpose Investments. (b) In determining payments and receipts on Nonpurpose Investments, Qualified Administrative Costs are taken into account by increasing payments for, or reducing the receipts from, the Nonpurpose Investments. Qualified Administrative Costs are reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody, and similar costs. General overhead costs and similar indirect costs of the Council or the City such as employee salaries and office expenses and costs associated with computing Rebatable Arbitrage are not Qualified Administrative Costs. (c) Qualified Administrative Costs include all reasonable administrative costs, without regard to the limitation on indirect costs stated in subsection (b) above, incurred by: (i) A publicly offered regulated investment company (as defined in Section 67(c)(2)(B) of the Code); and (ii) A commingled fund in which the Council and any related parties do not own more than 10 percent of the beneficial interest in the fund. (d) For a Guaranteed Investment Contract, a broker's commission paid on behalf of either the Councilor the provider is not a Qualified Administrative Cost to the extent that the present value of the commission, as of the date the Guaranteed Investment Contract is allocated to Gross Proceeds, exceeds the safe harbor amount specified in Section 1.148- 5(e)(2)(iii)(B) of the Regulations. {4118/1G/00095368.DOCv2) D-8 414 Section 7. Records: Bond Counsel Opinion. (a) The Council shall retain or cause to be retained all records with respect to the calculations and instructions required by this Letter for at least 6 years after the date on which the last of the principal of and interest on the South Miami Loan has been paid, whether upon maturity, redemption or acceleration thereof. (b) Notwithstanding any provisions of this Letter, if the Council shall be provided an opinion of Bond Counsel that any specified action required under this Letter is no longer required or that some further or different action is required to maintain or assure the exclusion from federal gross income of interest with respect to the South Miami Loan or the Series 2006 Bonds, the Council may conclusively rely on such opinion in complying with the requirements of this Letter. (c) The Trustee shall not be responsible for the Council's and the City's compliance with the rebate requirements of Section 148(f) of the Code, their use of any proceeds of the Series 2006 Bonds, the South Miami Loan or their taking or failure to take action that would cause the Series 2006 Bonds or the South Miami Loan to be lIarbitrage bonds". [Remainder of this page intentionally left blank] (411B/16/0009536S.DOCV2) D-9 415 Section 8. Survival of Defeasance. Notwithstanding anything in this Letter to the contrary, the obligation of the Council to remit the Rebate Requirement to the United States Department of the Treasury and to comply with all other requirements contained in this Letter must survive the defeasance or payment of the Series 2006 Bonds. Received and acknowledged: City of South Miami, Florida By: _____________ _ Finance Director Deutsche Bank Trust Company Americas, as Trustee By: ____________ _ Dated: January 9, 2007 {4118/16/0009536B.DOCv2} Very truly yours, BRYANT MILLER OLIVE P.A. D-I0 416 Section 8. Survival of Defeasance. Notwithstanding anything in this Letter to the contrary, the obligation of the Council to remit the Rebate Requirement to the United States Department of the Treasury and to comply with all other requirements contained in this Letter must survive the defeasance or payment of the Series 2006 Bonds. Received and acknowledged: Florida Municipal Loan Council By: ____________ -- City of South Miami, Florida Deutsche Bank Trust Company Americas, as Trustee By: ____________ _ Dated: January 9, 2007 {4118/16/00095368.DOCv2} Very truly yours, BRYANT MILLER OLIVE P.A. D-l0 417 Section 8. Survival of Defeasance. Notwithstanding anythjng in this Letter to the contrary, the obligation of the Council to remit the Rebate Requirement to the United States Department of the Treasury and to comply with all other requirements contained in this Letter must survive the defeasance or payment of the Series 2006 Bonds. Received and acknowledged: Florida Municipal Loan Council By: ____________________________ _ City of South Miami, Florida By: ____________________________ _ Finance Director Deutsche Bank Trust Company Americas, as Trustee By: S {ilf-sAFS KALABOlIIC ,', VICE PRESIOFNT By: ~QtL.. -==rai Bill Lee . <-L Vice President Dated: January 9, 2007 Very truly yours, BRYANT MILLER OLIVE P.A. D-l0 418 Appendix 1 Spending Exceptions to Rebate (a) Generally. All, or certain discrete portions, of an issue are treated as meeting the Rebate Requirement of Section 148(f) of the Code if one or more of the spending exceptions set forth in this Appendix are satisfied. Use ofthe spending exceptions is not mandatory, except that where an issuer elects to apply the 1-1/2 percent penalty (as described below) the issuer must apply that penalty to the Construction Issue. An issuer may apply the Rebate Requirement to an issue that otherwise satisfies a spending exception. Special definitions relating to the spending exceptions are contained in section (h) of this Appendix. Where several obligations that otherwise constitute a single issue are used to finance two or more separate governmental purposes, the issue constitutes a "multipurpose issue" and the bonds, as well as their respective proceeds, allocated to each separate purpose may be treated as separate issues for purposes of the spending exceptions. In allocating an issue among its several separate governmental purposes, "common costs" are generally not treated as separate governmental purposes and must be allocated ratably among the discrete separate purposes unless some other allocation method more accurately reflects the extent to which any particular separate discrete purpose enjoys the economic benefit (or bears the economic burden) of the certain common costs (e.g., a newly funded reserve for a parity issue that is partially new money and partially a refunding for savings on prior bonds). Separate purposes include refunding a separate prior issue, financing a separate Purpose Inveshnent (e.g., a separate loan), financing a Construction Issue, and any clearly discrete governmental purpose reasonably expected to be financed by the issue. In addition, as a general rule, all integrated or functionally related capital projects qualifying for the same initial temporary period (e.g., 3 years) are treated as having a single governmental purpose. Finally, separate purposes may be combined and treated as a single purpose if the proceeds are eligible for the same initial temporary period (e.g., advance refundings of several separate prior issues could be combined, or several non-integrated and functionally unrelated capital projects such as airport runway improvements and a water distribution system). The spending exceptions described in this Appendix are applied separately to each separate issue component of a multipurpose issue unless otherwise specifically noted. (b) Six-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if (i) the gross proceeds of the issue are allocated to expenditures for the governmental purposes of the issue within the six-month period beginning on the issue date (the "six-month spending period") and (ii) the Rebate Requirement is met for amounts not required to be spent within the six-month spending period (excluding earnings on a bona fide debt service fund). For purposes of the six-month exception, "gross proceeds" means Gross Proceeds other than {4118/16/00095368.DOCv2} 1-1 419 amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the six-month spending period, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148- 6(d)(4» financed by the issue. In the case of an issue no bond of which is a private activity bond (other than a qualified 501 (c)(3) bond) or a tax or revenue anticipation bond, the six-month spending period is extended for an additional six months for the portion of the proceeds of the issue which are not expended within the six-month spending period if such portion does not exceed the lesser of five percent of the Proceeds of the issue or $100,000. (c) 18-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if all of the following requirements are satisfied: (i) the gross proceeds are allocated to expenditures for a governmental purpose of the issue in accordance with the following schedule (the "18-month expenditure schedule") measured from the issue date: (A) at least 15 percent within six months, (B) at least 60 percent within 12 months and (C) 100 percent within 18 months; (ii) the Rebate Requirement is met for all amounts not required to be spent in accordance with the 18-month expenditure schedule (other than earnings on a bona fide debt service-fund); and (iii) all of the gross proceeds of the issue qualify for the initial temporary period under Treasury Regulation Section 1.148-2(e)(2). For purposes of the I8-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the IS-month expenditure schedule, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148- 6(d)(4» financed by the issue. In addition, for purposes of determining compliance with the first two spending periods, the investment proceeds included in gross proceeds are based on the issuer's reasonable expectations as of the issue date rather than the actual Investment Proceeds; for the third, final period, actual Investment Proceeds earned to date are used in place of the reasonably expected earnings. An issue does not fail to satisfy the spending requirement for the third spending period above as a result of a Reasonable Retainage if the Reasonable Retainage is allocated to expenditures within 30 months of the issue date. The I8-month exception does not apply to an issue any portion of which is treated as meeting the Rebate Requirement as a result of satisfying the two-year exception. {4118!16/00095368.DOCVZ} 1-2 420 (d) Two-Year Exception. A Construction Issue is treated as meeting the Rebate Requirement for Available Construction Proceeds under this exception if those proceeds are allocated to expenditures for governmental purposes of the issue in accordance with the following schedule (the "two-year expenditure schedule"), measured from the issue date: (i) at least 10 percent within six months; (ii) at least 45 percent within one year; (iii) at least 75 percent within 18 months; and (iv) 100 percent within two years. An issue does not fail to satisfy the spending requirement for the fourth spending period above as a result of unspent amounts for Reasonable Retainage if those amounts are allocated to expenditures within three years of the issue date. (e) Expenditures for Governmental Purposes of the Issue. For purposes of the spending exceptions, expenditures for the governmental purposes of an issue include payments for interest, but not principal, on the issue and for principal or interest on another issue of obligations. The preceding sentence does not apply for purposes of the 18-month and two-year exceptions if those payments cause the issue to be a refunding issue. (f) De Minimis Rule. Any failure to satisfy the final spending requirement of the 18- month exception or the two-year exception is disregarded if the issuer exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of three percent of the issue price of the issue or $250,000. (g) Elections Applicable to the Two-Year Exception. An issuer may elect separately to make one or more of the following elections with respect to the two-year spending exception: (1) Earnings on Reasonably Required Reserve or Replacement Fund. An issuer may elect on cir before the issue date to exclude from Available Construction Proceeds the earnings on any reasonably required reserve or replacement fund. If the election is made, the Rebate Requirement applies to the excluded amounts from the issue date. (2) Actual Facts. For the provisions relating to the two-year exception that apply based on the issuer's reasonable expectations, an issuer may elect on or before the issue date to apply all of those provisions based' on actual facts. This election does not apply for purposes of determining whether an issue is a Construction Issue and if the 1-1/2 pen;:ent penalty election is made. ' (4118!16!00095368.DOCV2) 1-3 421 (3) Separate Issue. For purposes of the two-year exception, if any proceeds of any issue are to be used for Construction Expenditures, th~ issuer may elect on or before the issue date to treat the portion of the issue that is not a refunding issue as two, and only two, separate issues, if (i) one of the separate issues is a Construction Issue, (ii) the issuer reasonably expects, as of the issue date, that such Construction Issue will finance all of the Construction Expenditures to be financed by the issue and (iii) the issuer makes an election to apportion the issue in which it identifies the amount of the issue price of the issue allocable to the Construction Issue. (4) Penalty in Lieu of Rebate. An issuer of a Construction Issue may irrevocably elect on or before the issue date to pay a penalty (the "1-1/2 percent penalty") to the United States in lieu of the obligation to pay the rebate amount on Available Construction Proceeds upon failure to satisfy the spending requirements of the two-year expenditure schedule. The 1-1/2 percent penalty is calculated separately for each spending period, including each semiannual period after the end of the fourth spending period, and is equal to 1.5 percent times the underexpended proceeds as of the end of the spending period. For each spending period, underexpended proceeds equal the amount of Available Construction Proceeds required to be spent by the end of the spending period, less the amount actually allocated to expenditures for the governmental purposes of the issue by that date. The 1-1/2 percent penalty must be paid to the United States no later than 90 days after the end of the spending period to which it relates. The 1-1/2 percent penalty continues to apply at the end of each spending period and each semiannual peri<?d thereafter until the earliest of the following: (i) the termination of the penalty under Treasury Regulation Section 1.148-7(1), (ii) the expenditure of all of the Available Construction Proceeds or (iii) the last stated final maturity date of bonds that are part of the issue and any bonds that refund those bonds. If an issue meets the exception for Reasonable Retainage except that all retainage is not spent within three years of the issue date, the issuer must pay the 1-1/2 percent penalty to the United States for any Reasonable Retainage that was not so spent as of the close of the three-year period and each later spending period. (h) Special Definitions Relating to Spending Expenditures. (1) Available Construction Proceeds shall mean, with respect to an issue, the amount equal to the sum of the issue price of the issue, earnings on such issue price, earnings on amounts in any reasonably required reserve or replacement fund not funded from the issue and earnings on all of the foregoing earnings, less the amount of such issue price in any reasonably required reserve or replacement fund and less the issuance costs financed by the issue. For purposes of this definition, earnings include earnings on any tax-exempt bond. For the first three spending periods of the two-year expenditure schedule described in Treasury Regulation Section 1.14B-7(e), Available Construction Proceeds include the amount of future earnings that the issuer reasonably expected as of the issue date. For the fourth spending period described in Treasury Regulation Section 1.148-7(e), Available Construction Proceeds include the actual earnings received. Earnings on any reasonably required reserve or replacement fund are Available Construction Proceeds only to the extent that those earnings accrue before the earlier of (i) the date construction is substantially completed or (ii) the date that is two years after the issue date. For this purpose, {4118!16!0009536B.DOCv 2} 1-4 422 construction may be treated as substantially completed when the issuer abandons construction or when at least 90 percent of the total costs of the construction that the issuer reasonably expects as of such date will be financed with proceeds of the issue have been allocated to expenditures. If only a portion of the construction is abandoned, the date of substantial completion is the date the non- abandoned portion of the construction is substantially completed. (2) Construction Expenditures shall mean capital expenditures (as defined in Treasury Regulation Section 1.150-1) that are allocable to the cost of Real Property or Constructed Personal Property. Construction Expenditures do not include expenditures for acquisitions of interest in land or other existing Real Property. (3) Construction Issue shall mean any issue that is not a refunding issue if (i) the issuer reasonably expects, as of the issue date, that at least 75 percent of the Available Construction Proceeds of the issue will be allocated to Construction Expenditures for property own~d by a governmental unit or a 501 (c)(3) organization and (ii) any private activity bonds that are part of the issue are qualified 501 (c)(3) bonds or private activity bonds issued to financed property to be owned by a governmental unit or a 501(c)(3) organization. (4) Constructed Personal Property shall mean Tangible Personal Property or Specially Developed Computer Software if (i) a substantial portion of the property is completed more than six months after the earlier of the date construction or rehabilitation commenced and the date the issuer entered into an acquisition contract; (ii) based on the reasonable expectations of the issuer, if any, or representations of the person constructing the property, with the exercise of due diligence, completion of construction or rehabilitation (and delivery to the issuer) could not have occurred within that six-month period; and (iii) if the issuer itself builds or rehabilitates the property, not more than 75 percent of the capitalizable cost is attributable to property acquired by the issuer. (5) Real Property shall mean land and improvements to land, such as buildings or other inherently permanent structures, including interests in real property. For ex~mple, Real Property includes wiring in a building, plumbing systems, central heating or air-conditioning systems, pipes or ducts, elevators, escalators installed in a building, paved parking areas, roads, wharves and docks, bridges, and sewage lines. (6) Reasonable Retainage'shall mean an amount, not to exceed five percent of (i) Available Construction Proceeds as of the end of the two-year expenditure schedule (in the case of the two-year exception to the Rebate Requirement) or (U) Net Sale Proceeds as of the end of the 18-month expenditure schedule (in the case of the 18-month exception to the Rebate Requirement), that is retained for reasonable business purposes relating to the property financed with the issue. For example, a Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the issuer reasonably determines that a dispute exists regarding completion or payment. {411B/16/00095368.DOCv2} 1-5 423 (7) Specially Developed Computer Software shall mean any programs or routines used to cause a computer to perform a desired task or set of tasks, and the documentation required to describe and maintain those programs, provided that the software is specially developed and is functionally related and subordinate to Real Property or other Constructed Personal Property. (8) Tangible Personal Property shall mean any tangible property other than Real Property, including interests in tangible personal property. For example, Tangible Personal . Property includes machinery that is not a structural component of a building, subway cars, fire trucks, automobiles, office equipment, testing equipment, and furnishings. (i) Special Rules Relating to Refundings. (1) Transferred Proceeds. In the event that a prior issue that might otherwise qualify for one of the spending exceptions is refunded, then for purposes of applying the spending exceptions to the prior issue, proceeds of the prior issue that become transferred proceeds of the refunding issue continue to be treated as unspent proceeds of the prior issue; if such unspent proceeds satisfy the requirements of one of the spending exceptions then they are not subject to rebate either as proceeds of the prior issue or of the refunding issue. Generally, the only spending exception applicable to refunding issues is the six-month exception. In applying the six-month exception to a refunding of a prior issue, only transferred proceeds of the refunding issue from a taxable prior issue and other amounts excluded from the definition of gross proceeds of the prior issue under the special definition of gross proceeds contained in section Jb) above are treated as gross proceeds of the refunding issue and so are subject to the six-month exception applicable to the refunding issue. (2) Series of Refundings. In the event that an issuer undertakes a series of refundings for a principal purpose of exploiting the difference between taxable and tax-exempt interest rates, the six-month spending exception is measured for all issues in the series commencing on the date the first bond of the series is issued. G) Elections Applicable to Pool Bonds. An issuer of a pooled financing issue can elect to apply the spending exceptions separately to each loan from the date such loan is made or, if earlier, on the date one year after the date the pool bonds are issued. In the event this election is made, no spending exceptions are available and the normal Rebate Requirement applies to Gross Proceeds prior to the date on,which the applicable spending periods begin. In the event this election is made, the issuer may also elect to make all elections applicable to the two-year spending exception, described in section (g) above, separately for each loan; any such elections that must ordinarily be made prior to the issue date must then be made by the issuer before the earlier of the date the loan is made or one year after the issue date. (4118/16/00095368.DOcv2} 1-6 424 CLOSING DOCUMENT NO. VI.4(i) CERTIFICATE OF EXPENDITURES I, the undersigned Finance Director of the City of South Miami, Florida (the "Borrower") hereby certify as follows: (1) The estimated dates a!ld the amounts of projected expenditures for the Project attached hereto as Exhibit /I Aft are correct. (2) 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. EXECUTED this 9th day of January, 2007. CITY OF SOUTH MIAMI, FLORIDA ~2P-.. ,;; . ," .. ,,~." . By:_-",,"-", .=,"~,,--' ...=' ~,,=,=,-._"-___ -' _____ _ Adriana Hussein Finance Director 425 Estimated Dates 02/09/07 03/09/07 04/09/07 05/09/07 06/09/07 07/09/07 08/09/07 09/09/07 10/09/07 11/09/07 12/09/07 01/09/08 EXHIBIT" A" Estimated Expenditures $2,000,000.00 850,000.00 500,000.00 350,000.00 250,000.00 300,000.00 250,000.00 300,000.00 200,000.00 500,000.00 93,138.62 407.55 426 CLOSING DOCUMENT NO. VI. 4(j) CERTIFICATE OF AUTHORIZED REPRESENTATIVE I, the undersigned City Manager of the City of South Miami, Florida (the IIBorrower"), hereby certify that Adriana Hussein is an Authorized Representative of the Borrower for the purpose of taking all actions and making all certificates required to be taken and made by an Authorized Representative under the provisions of the Loan Agreement between the Florida Municipal Loan Council and the Borrower, dated as of December 1,2006, as provided by Ordinance No. 25-06-1893 of the Borrower enacted on November 28, 2006. Specimen signature of the above designated Authorized Representative is affixed hereto: Adriana Hussein Finance Director IN WITNESS WHEREOF, the undersigned has executed this Certificate and affixed the corporate seal of the Borrower as of the 9th day of January, 2007. CITY OF SOUTH MIAMI, FLORIDA , ,(/, BY:~~ Narrfj YvonneS. McKinley I Title'. City Manager (SEAL) 427 CLOSING DOCUMENT NO. VI.4(k) ANTI-DILUTION CERTIFICATE I, Adriana Hussein, Finance Director of the City of South Miami, Florida (the "City") hereby certify the following: 1) The Non-Ad Valorem Revenues (average of actual receipts over the prior two years) covers the projected maximum annual debt service on debt secured by andlor payable solely from such Non-Ad Valorem Revenues by at least 1.5x; 2) The projected maximum annual debt service requirements for all debt secured by andlor 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 City's audited financial statements (average of actual receipts of the prior two years). 3) All capitalized undefined tenns herein shall have the meaning as set forth in the Loan Agreement by and between Florida Municipal Loan Council and City of South Miami, Florida dated as of December 1, 2006. Dated this 9th day of January, 2006. CITY OF SOUTH MIAMI, FLORIDA BY:_~ Adriana Hussein Finance Director 428 City of South Miami Series 2006 A Revenue Bonds 2004 2005 TOTAL REVENUES (PER CAFR) 17,549,716 19,328,389 LESS: AD VALOREM REVENUES (PER CAFR) (6,632,234) (7,237,936 NON AD VALOREM REVENUES 10,917,482 12,090,453 AVERAGE NON AD VALOREM REVENUES 11,503,968 TOTAL DEBT SERVICE 1;064,616 I DEBT TO BUDGET RATIO{NON AD VALOREM) 9.25% 429 ,.r::. w o Operating Grants Capital Grants Fiscal Charges. and and Yegr for !25!!Vi~s Cgotrib!.!:IIQns Qont!:iQl,!tloo 2 CITY OF-SOUTH MIAMI, FLORIDA GOVERNMENT-WIDE REVENUES BY SOURCE (1) LastTen Ffscal Years Franchise PCQQaru Taxe~ Fees Utilit:i Ta~es Unrestricted Investment lnter- Earnings 9QVemmeOlai 1996 $ -$ -$ -$ -$ -$ -$ -$ - 1997 1998 1999 2{)OO 2001 , 2002 2003 4,795,883 405.881 3,767,885 4,817,516 730.271 1,7'\8.271 157,697 2,42.6.721 2004 4.361.104 140,3~8 1,715.635 6,632,234 815,168 ~ 1,645,050 248,488 1,991.639 2005 4,245,052 1,376.682 2,402,589 7,237.936 813,035 1,633.669 374,735 1,244,691 (1) Information for fiscal years ended September 30, 1995 to 2002 are unavailable. 51 ~~~~ .... -......... _ .... , .... __ .... ---_ ........... _ ... ;.-'-..... -.-..... -.. --.~ ..... ~ .. --.~ ..... -.. -.~ .. ---~-¥ ... , .. ,-..... ~.¥ ...... -..... --.---•• -...... -.-.---.... ~ •• -._-_. Tl:l!nsf~rs . Total -'. $ -$ 64,016 18,904,141 17.549,716 19,3~8.38~ Thomas F. Pepe In_I"LIA FINANCIAL EXHIBITS Exhibit 8 "Taxable Revenue Note, Series 20 II" END OF DOCUMENT AT THE END OF EXHIBIT 8 431 \ TAXABLE REVENUE NOTE, SERIES 2011 CITY OF SOUTH MIAMI, FLORIDA (the "Issuer"), a municipal corporation of the State of Florida created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay, but solely from the sources hereinafter provided, to the order of SunTrust Bank or registered assigns (together with any other registered owner of this Note, hereinafter, the "Bank'.'), the principal sum of Seven Million Five Hundred Seventy-Five Thousand and NollOO Dollars ($7,575,000) or such lesser amount as shall be outstanding hereunder, together with interest on the principal balance. outstanding at the Interest Rate (defined below) (subject to adjustment as hereinafter provided), calculated based upon actual days elapsed in a year of 360 days consisting of twelve 30:-day months, such amounts to be payable as provided herein. This Note is issued pursuant to a Ordinance No. 22-11-2095 of the Issuer enacted on August 9, 2011 (the "Ordinance") and in conjunction with a Loan Agreement, dated as of August 17, 2011, between the Issuer and the Bank (the "Loan Agreement") and is subject to all the terms and conditions of the Loan Agreement. All terms used herein in capitalized form and. not otherwise defined herein shall have the meanings ascribed thereto, or referenced, in the Loan Agreement. In addition, the following terms shall have the meanings set forth below: .. "Change in Law" means the occurrence, after the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frarik Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directive thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or, pursuant to the accord commonly referred to as "Basel III," by the United States or foreIgn regulatory authorities, shall in each case be deemed to be a "Change in Law,'; regardless of the date enacted, adopted or issued. "Governmental Authority"· shall mean the government of the. United· States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Interest Rate" means a per annum rate equal to 4.55%, and subject to adjustment in accordance with the terms set forth herein. Principal of and interest on this Taxable Revenue Note, Series 2011 (the "Note") are payable in immediately available funds constituting lawful money of the United States of America at the Principal Office or such other place as the Bank may designate in writing to the Issuer. ' 432 The Issuer shall pay the Bank interest on the outstanding principal balance of this Note in arrears, on each April 1 and October 1, commencing October 1, 2011. The principal amount of this Note shall be payable in annual installments in the amounts and on the dates set forth on Schedule A hereto, commencing on October 1, 2012, and with the final principal installment payable October 1, 2026. If any date for the payment of principal or interest is not a Business Day, such payment shall be due on the next succeeding Business Day. All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Bank, and the balance tbereof shall apply to the principal sum due; provided, however, in an Event of Default, payment shall be applied in accordance with Section 6.02 of the Loan Agreement. If, after the date of this Note, the Bank shall have reasonably determined that a Change in Law shall have occurred that has or would have the effect of reducing the rate of return on the Bank's capital, on this Note or otherwise, as a consequence of its ownership of this Note to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, promptly upon demand by··· the Bank, the Issuer shall, and hereby agrees to, pay the Bank such additional amount or amounts as will compensate the Bank for such· reduction, provided that at such time the Bank shall generally be assessing such amounts on a non-discriminatory basis ag<;linst borrowers having loans similar to the loan hereunder. A certificate of the Bank claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. The Bank shall notify the Issuer in writing of any adjustments pursuant to this paragraph. Payments· of principal or interest hereunder not paid within ten (10) days of the due date shall be subject to a late payment charge of two percent (2%) of the amount of the late payment and any amount not paid within thirty (30) days of when due shall bear interest at a rate equal to the Interest Rate otherwise due hereunder plus four percent (4%) per annum until paid, but in no event shall the rate of interest payable hereunder exceed the maximum lawful rate. Notwithstanding any provision of this paragraph or any other provision hereof to the contrary, in no event shall the Interest Rate on this Note exceed the maximum rate permitted by applicable law. In addition to the payments of principal described on Schedule A hereto, the principal amount of this Note may be prepaid in whole or in part on any principal payment date at the option of the Issuer upon at least three (3) Business Days' prior written notice by the Issuer to the Bank specifying the amount of the prepayment, such prepayment to be in an amount equal to the principal amount to be prepaid plus accrued interest thereon to the date of prepayment and, in the event that the Issuer, pursuant to this paragraph, optionally prepays in any calendar year an aggregate of more than fifteen percent (15%) of the principal amount of this Note outstanding on January 1 of such calendar year, the Issuer, at the time of such prepayment, shall pay to the Bank a redemption premium equal to the present value of the difference between (1) the amount that would have been realized by the Bank on the prepaid amount for the remaining term of the loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps for a term corresponding to the term of this Note, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the origination date of this Note and (2) the amount 2 433 that would be realized by the Bank by reinvesting such prepaid funds for the remaining terin of the loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps, interpolated to the nearest month, that was in effect three Business Days prior to the loan repayment date; both discounted at the same interest rate utilized in determining the applicable month in clause (2) above. Should the present value have no value or a negative value, the Issuer may repay with no additional fee. Should the Federal Reserve no longer release rates for fixed- rate payers in interest rate swaps, the Bank may substitute the Federal Reserve H.lS Statistical Release with another similar index. The Bank shall provide the Issuer with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error, be conclusive and binding. All optional prepayments pursuant to this paragraph shall be applied against the payment of principal set forth on Schedule A in inverse order of the due dates of the payments shown thereon. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. This Note is payable solely from the Pledged Funds to the extent provided in the Loan Agreement and subject to the pledge of the Pledged Funds as more specifically provided in the Ordinance and the Loan Agreement. Notwithstanding any other provision of this Note, the Issuer is not and shall not be liable for the payment ofthe principal of and interest on this Note or otherwise monetarily liable in connection herewith from any property other than as provided in the Loan Agreement and the Ordinance. NOTWITHSTANDING AN¥THING HEREIN OR IN THE LOAN AGREEMENT OR THE ORDINANCE TO THE CONTRARY, THIS NOTE AND THE INTEREST HEREON DOES NOT AND SHALL NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER BUT SHALL BE PAYABLE SOLELY FROM THE MONEYS AND SOURCES DESIGNATED THEREFOR PURSUANT TO THE LOAN AGREEMENT AND THE ORDINANCE. NEITHER THE FAITH AND CREDIT NOR ANY AD VALOREM TAXING POWER OF THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS NOTE OR OTHER COSTS INCIDENTAL HERETO. All terms, conditions and provisions of the Loan Agreement are by this reference thereto incorporated herein as a part of this Note. This Note may be exchanged or transferred but only as provided in the Loan Agreement. . It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. [Remainder of page intentionally left blank] 3 434 IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name as of the date hereinafter set forth. The date ofthis Note is August /7 rl:2011. (SEAL) ATTEST: By .. ~~~~~~~~~~~~~ Clerk of the City of South Miami, Florida READ AND APP LANG #10529384_vl 622301-87 4 CITY OF SOUTH MIAMI, FLORIDA BY:4~ CIty Manager READ AND APPROVED AS TO FORM AND LEGALITY: 435 Payment Date (October 1} 2012 2013 2014 2015 2016 2017 2018 ·2019 2020 2021 2022 2023 2024 2025 2026 TOTAL SCHEDULE A Principal Amount $ 365,000 385,000 400,000 410,000 435,000 450,000 480,000 495,000 520,000 540,000 565,000 590,000 620,000 645,000 675,000 $7,575,000 436 05/03/2012 Page 1 City of South Miami 4.55% ACTUAL/360 Compound Period ........ : Exact Days Nominal Annual Rate .... : 4.550 % Effective Annual Rate ... : Undefined Periodic Rate .................. : 0.0126 % Daily Rate ....................... : 0.01264 % CASH FLOW DATA Event Start Date Amount Number Period End Date 1 Loan 08/17/2011 7,575,000.00 1 2 Payment 10101/2011 Interest Only 1 3 Payment 04/01/2012 Interest Only 1 4 Payment 10101/2012 365,000.00 1 Fixed Payment (+ Interest) 5 Payment 04/01/2013 Interest Only 1 6 Payment 10101/2013 385,000.00 1 Fixed Payment (+ Interest) 7 Payment 04/01/2014 Interest Only 1 8 Payment 10101/2014 400,000.00 1 Fixed Payment (+ Interest) 9 Payment 04/01/2015 Interest Only 1 10 Payment 10101/2015 410,000.00 1 Fixed Payment (+ Interest) 11 Payment 04/01/2016 Interest Only 1 12 Payment 10101/2016 435,000.00 1 Fixed Payment (+ Interest) 13 Payment 04/01/2017 Interest Only 1 14 Payment 10101/2017 450,000.00 1 Fixed Payment (+ Interest) 15 Payment 04/01/2018 Interest Only 1 16 Payment 10101/2018 480,000.00 1 Fixed Payment (+ Interest) 17 Payment 04/01/2019 Interest Only 1 18 Payment 10101/2019 495,000.00 1 Fixed Payment (+ Interest) 19 Payment 04/01/2020 Interest Only 1 20 Payment 10101/2020 520,000.00 1 Fixed Payment (+ Interest) 21 Payment 04/01/2021 Interest Only 1 22 Payment 10101/2021 540,000.00 1 Fixed Payment (+ Interest) 23 Payment 04/01/2022 Interest Only 1 24 Payment 10101/2022 565,000.00 1 Fixed Payment (+ Interest) 25 Payment 04/01/2023 Interest Only 1 26 Payment 10101/2023 590,000.00 1 Fixed Payment (+ Interest) 437 27 Payment 04/01/2024 Interest Only 1 05/03/2012 Page 2 City of South Miami 4.55% ACTUAU360 CASH FLOW DATA Event Start Date Amount Number Period End Date 28 Payment 10/01/2024 620,000.00 1 Fixed Payment (+ Interest) 29 Payment 04/01/2025 Interest Only 1 30 Payment 10/01/2025 645,000.00 1 Fixed Payment (+ Interest) 31 Payment 04/01/2026 Interest Only 1 32 Payment 10/01/2026 675,000.00 1 Fixed Payment (+ Interest) AMORTIZATION SCHEDULE -US Rule, 360 Day Year Date Payment Interest Principal Balance Loan 08/17/2011 7,575,000.00 1 10/01/2011 43,082.81 43,082.81 0.00 7,575,000.00 2011 Totals 43,082.81 43,082.81 0.00 2 04/01/2012 175,203.44 175,203.44 0.00 7,575,000.00 3 10/01/2012 540,203.44 175,203.44 365,000.00 7,210,000.00 2012 Totals 715,406.88 350,406.88 365,000.00 4 04/01/2013 165,850.03 165,850.03 0.00 7,210,000.00 5 10101/2013 551,761.29 166,761.29 385,000.00 6,825,000.00 2013 Totals 717,611.32 332,611.32 385,000.00 6 04/01/2014 156,993.96 156,993.96 0.00 6,825,000.00 7 10/01/2014 557,856.56 157,856.56 400,000.00 6,425,000.00 2014 Totals 714,850.52 314,850.52 400,000.00 8 04/01/2015 147,792.85 147,792.85 0.00 6,425,000.00 9 10/01/2015 558,604.90 148,604.90 410,000.00 6,015,000.00 2015 Totals 706,397.75 296,397.75 410,000.00 10 04/01/2016 139,121.94 139,121.94 0.00 6,015,000.00 11 10/01/2016 574,121.94 139,121.94 435,000.00 5,580,000.00 2016 Totals 713,243.88 278,243.88 435,000.00 12 04/01/2017 128,355.50 128,355.50 0.00 5,580,000.00 13 10/01/2017 579,060.75 129,060.75 450,000.00 5,130,000.00 2017 Totals 707,416.25 257,416.25 450,000.00 14 04/01/2018 118,004.25 118,004.25 0.00 5,130,000.00 15 10/01/2018 598,652.63 118,652.63 480,000.00 4,650,000.00 2018 Totals 716,656.88 236,656.88 480,000.00 438 05/03/2012 Page 3 City of South Miam i 4.55% ACTUAU360 Date Payment Interest Principal Balance 16 04/01/2019 106,962.92 106,962.92 0.00 4,650,000.00 17 10/01/2019 602,550.63 107,550.63 495,000.00 4,155,000.00 2019 Totals 709,513.55 214,513.55 495,000.00 18 04/01/2020 96,101.69 96,101.69 0.00 4,155,000.00 19 10/01/2020 616,101.69 96,101.69 520,000.00 3,635,000.00 2020 Totals 712,203.38 192,203.38 520,000.00 20 04/01/2021 83,615.10 83,615.10 0.00 3,635,000.00 21 10/01/2021 624,074.52 84,074.52 540,000.00 3,095,000.00 2021 Totals 707,689.62 167,689.62 540,000.00 22 04/01/2022 71,193.60 71,193.60 0.00 3,095,000.00 23 10/01/2022 636,584.77 71,584.77 565,000.00 2,530,000.00 2022 Totals 707,778.37 142,778.37 565,000.00 24 04/01/2023 58,197.03 58,197.03 0.00 2,530,000.00 25 10/01/2023 648,516.79 58,516.79 590,000.00 1,940,000.00 2023 Totals 706,713.82 116,713.82 590,000.00 26 04/01/2024 44,870.58 44,870.58 0.00 1,940,000.00 27 10/01/2024 664,870.58 44,870.58 620,000.00 1,320,000.00 2024 Totals 709,741.16 89,741.16 620,000.00 28 04/01/2025 30,363.67 30,363.67 0.00 1,320,000.00 29 10/01/2025 675,530.50 30,530.50 645,000.00 675,000.00 2025 Totals 705,894.17 60,894.17 645,000.00 30 04/01/2026 15,526.88 15,526.88 0.00 675,000.00 31 10/01/2026 690,612.19 15,612.19 675,000.00 0.00 2026 Totals 706,139.07 31,139.07 675,000.00 Grand Totals 10,700,339.43 3,125,339.43 7,575,000.00 439