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Closing Memorandum Revenue BondsCLOSING MEMORANDUM $22,365,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 DATED: January 9, 2007 $22,365,000 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 CLOSING DOCUMENTS TAB NO. I. 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 Agreement ........................................................ ..............................2 (d) Surety Bond ................................................................................... ................................... 2 (e) Certificate as to Official Statement .................................................. ..............................2 (f) Commitment ..................................................................................... ............................... 2 3. Preliminary Official Statement ....................................................................... ..............................3 4. Official Statement ............................................................................................. ..............................4 5. (a) Certificate of Underwriter re Contract of Purchase ...................... ..............................5 (b) Bond Purchase Contract dated December 19, 2006 ...................... ............................... 6 (c) Truth-in- Bonding and Disclosure Statement ................................. ..............................7 6. (a) 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 (b) Certified Copy of Resolution No. 2002 -4 (Authorizing Bonds), adopted October 23, 2002 ................................................................. ..............................8 7. (a) Certified Copy of Interlocal Agreement ......................................... ..............................9 (b) 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) Certificate of Incumbency ................... ........................................ .............................13 (b) Certificate of Authorized Officers .................................................. .............................14 5. Certificate re Preliminary Official Statement with regard to compliance withRule 15c2 -12 of SEC ............................................................................... .............................15 6. Continuing Disclosure Agreement ............................................................... .............................16 7. Certificate of Program Administrator .......................................................... .............................17 III. TRUSTEE 1. Officer's Certificate of Trustee ...................................................................... .............................18 2. Certificate of Delivery and Payment ............................................................ .............................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, Lamb, Greene & Mac Rae, LLP .............................:....................... .............................22 4. Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A. Counselto Underwriter ............................................................................... ............................... 23 5. Counsel to MBIA Insurance Corporation .................................................... .............................24 V. OTHER 1. Specimen Bond ................................................................................................ .............................25 2. IRS Form 8038 -G ............................................................................................. .............................26 3. (a) Notice of Sale to Division of Bond Finance ................................... .............................27 (b) Division of Bond Finance Forms 2003/2004 -B ............................ ............................... 27 4. Blue Sky Survey .............................................................................................. .............................28 5. Evidence of Ratings (a) Standard & Poor' s ............................................................................. .............................29 (b) Fitch .................................................................................................. ............................... 29 6. (a) Validation Judgment ........................................................................ .............................30 (b) Certificate of No Appeal ................................................................ ............................... 31 7. CIosing Memorandum ................................................................................... .............................32 8. Requisition Certificate .................................................................................. ............................... 33 DOCUMENTS OF BORROWERS IN VOLUME TWO VI. BORROWERS 1. City of Belle Isle (a) Loan Agreement ............................................................................ ............................... 34 (b) Certificate of Borrower ................................................................. ............................... 35 (c) Ordinance 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 0) 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 3. C# 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 Tax Certificate as to Arbitrage .................................................... ............................... Exhibit A: Schedules Exhibit A: Schedules Exhibit B: Certificate of Underwriter (i) Exhibit C: Certificate of Bond Insurer 74 (j) Exhibit D: Non - Rebate Certificate 75 (i) Certificate of Expenditures .......................................................... ............................... 64 (j) Certificate of Authorized Representative .................................. ............................... 65 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 Counsel ............................................................. ............................... 70 (f) IRS Form 8038- G ............................................................................ ............................... 71 (g) Continuing Disclosure Agreement ............................................. ............................... 72 (h) Tax Certificate as to Arbitrage ..................................................... ............................... 73 IRS Form 8038- G ........................................................................... ............................... Exhibit A: Schedules (g) Continuing Disclosure Agreement ............................................ ............................... Exhibit B: Certificate of Underwriter (h) Tax Certificate as to Arbitrage .................................................... ............................... Exhibit C: Certificate of Bond Insurer Exhibit A: Schedules Exhibit D: Arbitrage Investment Instructions (i) Certificate of Expenditures .......................................................... ............................... 74 (j) Certificate of Authorized Representative .................................. ............................... 75 (k) Anti- Dilution Certificate .............................................................. ............................... 76 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 (j) Certificate of Authorized Representative ................................. ............................... 86 (k) Anti - Dilution Certificate ............................................................. ............................... 87 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 Counsel ............................................................ ............................... 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 DISTRIBUTION: (2) (1) (3) (3) (i) {1} {1) (1} (i) (1) (1) (1) (1) (1) (1) (3) Florida Municipal Loan Council (1 bound, 1 unbound) Deutsche Bank Trust Company Americas MBIA Insurance Corporation (unbound) Bryant Miller Olive P.A. (2 bound, 1 unbound) Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A. LeBoeuf, Lamb, Greene & Mac Rae, LLP Waters and Company, LLC Banc of America Securities LLC Shorstein & Shorstein, P.A. City of Belle Isle City of Deerfield Beach Gadsden County City of South Miami City of St. Pete Beach City of Valparaiso Kutak Rock LLP (unbound) LOAN AGREEMENT By and Between FLORIDA MUNICIPAL LOAN COUNCIL and CITY OF SOUTH MIAMI, FLORIDA Dated as of December 1, 2006 FLORIDA MUNICIPAL LOAN COUNCIL REVENUE BONDS, SERIES 2006 This Instrument Prepared By: JoLinda Herring, Esq. Bryant Miller Olive P.A. One Biscayne Tower 2 S. Biscayne Boulevard, Suite 1480 Miami, Florida 33131 and Grace E. Dunlap, Esq. Bryant Miller Olive P.A. One Tampa City Center 201 North Franklin Street, Suite 2700 Tampa, Florida 33602 TABLE OF CONTENTS Page ARTICLEI - DEFINITIONS ........................................................................................ ..............................2 ARTICLE II - REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWERAND COUNCIL ..................................................... .............................10 SECTION 2.01. Representations, Warranties and Covenants ................. .............................10 SECTION 2.02. Covenants of Borrower ..................................................... .............................13 ARTICLEIII - THE LOAN ......................................................................................... .............................18 . SECTION3.01. The Loan .............................................................................. .............................18 SECTION3.02. 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 ARTICLEV - LOAN REPAYMENTS ....................................................................... .............................21 SECTION5.01. Payment of Basic Payments .............................................. .............................21 SECTION 5.02. Payment of Surety Bond Costs ........................................ .............................21 SECTION 5.03. Payment of Additional Payments ................................... .............................21 SECTION 5.04. Interest Earnings or Investment Losses and Excess Payments ................23 SECTION 5.05. Obligations of Borrower Unconditional ......................... .............................23 SECTION5.06. Refunding Bonds ............................................................... .............................23 SECTION5.07. Prepayment ......................................................................... .............................24 ARTICLEVI - DEFEASANCE ................................................................................... .............................25 ARTICLE VII - ASSIGNMENT AND PAYMENT BY THIRD PARTIES ............. .............................26 SECTION 7.01. Assignment by Council ..................................................... .............................26 SECTION 7.02. Assignment by Borrower .................................................. .............................26 SECTION 7.03. Payments by the Bond Insurer ......................................... .............................26 SECTION 7.04. Payments by the Surety Bond Provider .......................... .............................26 ARTICLE VIII - EVENTS OF DEFAULT AND REMEDIES .................................. .............................27 SECTION 8.01. Events of Default Defined ................................................ .............................27 SECTION 8.02. Notice of Default ................................................................ .............................28 SECTION 8.03. Remedies on Default ......................................................... .............................28 SECTION8.04. [Reserved] ........................................................................... .............................29 SECTION 8.05. No Remedy Exclusive; Waiver, Notice ........................... .............................29 SECTION 8.06. Application of Moneys ...................................................... .............................29 i ARTICLEIX MISCELLANEOUS ............................................................................ .............................30 SECTION9.01. Notices ................................................................................. .............................30 SECTION9.02. Binding Effect ..................................................................... .............................30 SECTION9.03. Severability ......................................................... ............................... .......... 30 SECTION 9.04. Amendments, Changes and Modifications .................... .............................30 SECTION 9.05. Execution in Counterparts ................................................ .............................31 SECTION9.06. Applicable Law .....................:.......................................... .................I............. 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 SECTION9.10. Captions .............................................................................. .............................31 SECTION 9.11. No Pecuniary Liability of Council ................................... .............................31 SECTION 9.12. Payments Due on Holidays .............................................. .............................32 SECTION9.13. 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 ii LOAN AGREEMENT This Loan Agreement (the "Loan Agreement" or the "Agreement ") dated as of December 1, 2006 and entered into between the FLORIDA MUNICIPAL LOAN COUNCIL (the "Council"), a separate legal entity and public body corporate and politic duly created and existing under the Constitution and laws of the State of Florida, and CITY OF SOUTH MIAMI, FLORIDA (the "Borrower "), a duly constituted municipality under the laws of the State of Florida. WITNESSETH: WHEREAS, pursuant to the authority of the hereinafter defined Act, the Council desires to loan to the Borrower the amount necessary to enable the Borrower to finance, refinance or reimburse the cost of the Projects, as hereinafter defined, and the Borrower desires to borrow such amount from the Council subject to the terms and conditions of and for the purposes set -forth in this Agreement; and WHEREAS, the Council is a separate legal entity and public body corporate and politic duly created and existing under the laws of the State of Florida organized and existing under and by virtue of the 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 supplements thereto (the "Indenture "), will assist in the development and maintenance of the public welfare of the residents of the State and the areas served by the Borrower, and shall serve a public purpose by improving the health and living conditions, and providing adequate governmental services, facilities and programs and will promote the most efficient and economical development of such services, facilities and programs in the State; and WHEREAS, neither the Council, the Borrower nor the State or any political subdivision thereof (other than each Borrower to the extent of their obligations under their respective Loan Agreements only), shall in any way be obligated to pay the principal of, premium, if any, or interest on those certain revenue bonds of the Council designated "Florida Municipal Loan Council Revenue Bonds, Series 2006" (the 'Bonds ") as the same shall become due, and the issuance of the Bonds shall not directly, indirectly or contingently obligate the Borrower, the State or any political subdivision or municipal.corporation thereof to levy or pledge any form of ad valorem taxation for their payment but shall be payable solely from the funds and revenues pledged under and pursuant to this Agreement and the Indenture. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: ARTICLE 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 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 of law. "Additional Payments" means payments required by Section 5.03 hereof. "Alternate Surety Bond" means any letter of credit or surety bond obtained to replace the Surety Bond then in effect pursuant to the Indenture. "Alternate Surety Bond Provider" means any provider of an Alternate Surety Bond. 2 "Arbitrage Regulations" means the income tax regulations promulgated, proposed or applicable pursuant to Section 148 of the Code as the same may be amended or supplemented or proposed to be amended or supplemented from time to time. "Authorized Representative" means, when used pertaining to the Council, the Chairman of the Council and such other designated members, agents or representatives as may hereafter be selected by Council resolution; and, when used with reference to a Borrower which is a municipality, means the person performing the functions of the Mayor or Deputy, Acting-or Vice Mayor thereof or other officer authorized to exercise the powers and performs the duties of the Mayor; and, when used with reference to a Borrower which is a County means the person performing the function of the Chairman or Vice Chairman of the Board of County ;Commissioners of such Borrower; and, when used with reference to an act or document, also means any other person authorized by ordinance to perform such act or sign such document. "Basic Payments" means the payments denominated as such in Section 5.01 hereof. "Board" means the governing body of the Borrower. "Bond Counsel" means Bryant Miller Olive P.A., Tampa, Florida or any other nationally recognized bond counsel. "Bondholder" or "Holder" or "holder of Bonds" or "Owner" or "owner of Bonds" whenever used herein with respect to a Bond, means the person in whose name such Bond is registered. "Bond Insurance" means the insurance policy of the Bond Insurer which insures payment of the principal of and interest on the Bonds when due. "Bond Insurance Premium" means the premiums payable to the Bond Insurer for the Bond Insurance. "Bond Insurer" means MBIA Insurance Corporation and any successors thereto. "Bonds" means the $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006 issued pursuant to Article lI 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. 191 "Borrowers" means, collectively, the Borrower executing this Loan Agreement and the other governmental units which have received loans from the Council made from proceeds of the Bonds. "Business Day" means any day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York City or the State are required or authorized to remain closed or on which the New York Stock Exchange is closed. "Certificate," "Statement," "Request," "Requisition" and "Order" of the Council mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the Council by its Chairman, Program Administrator or such other person as may be designated and authorized to sign for the Council. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. "Closing" means the closing of a Loan pursuant to the Indenture and this Agreement. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated, proposed or applicable thereunder. "Commencement Date" means the date when the term of this Agreement begins and the obligation of the Borrower to make Loan Repayments accrues. "Council" means the Florida Municipal Loan Council. "Cost" means "Cost" as defined in the Act. "Cost of Issuance Fund" means the fund by that name established pursuant to Section 4.02 of the Indenture. "Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for either the Council or the Borrowers. "Default" means an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. "Event of Default" shall have the meaning ascribed to such term in Section 8.01 of this Agreement. "Financial Newspaper" or "Journal" means The Wall Street Journal or The Bond Buyer or any other newspaper or journal containing financial news, printed in the English language, 4 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 (ii) pre - refunded municipal obligations meeting the following criteria: (a) the municipal obligations may not be callable prior to maturity or, alternatively, the trustee has received irrevocable instructions concerning their calling and redemption; (b) the municipal obligations are secured by cash or securities described in subparagraph (i) above (the "Defeasance Obligations "), which cash or Defeasance Obligations may be applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal and interest of the Defeasance Obligations (plus any cash in the fund) are sufficient to meet the liabilities of the municipal obligations; (d) the Defeasance Obligations serving as security for the municipal obligations must be held by an escrow agent or a trustee;-and (e) the Defeasance Obligations are not available to satisfy any other claims, including those against the Trustee or escrow agent. Additionally, evidences of ownership of proportionate interests in future interest and principal payments of Defeasance Obligations are permissible. Investments in these proportionate interests are limited to circumstances wherein (a) a bank or trust company acts as custodian and holds the underlying obligations; (b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying obligations; and (c) the underlying obligations are held in a special account separate and apart from the custodian's general assets, and are not available to satisfy any claim of the 5 custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated. "Indenture" means the Trust Indenture dated as of December 1, 2006 between the Council and the Trustee, including any indentures supplemental thereto, pursuant to which (i) the Bonds are authorized to be issued and (ii) the Council's interest in the Trust Estate is pledged as security for the payment of principal of, premium, if any, and interest on the Bonds. 2007. "Interest Payment Date" means April 1 and October 1 of each year, commencing April 1, "Interest Period" means the semi - annual period between Interest Payment Dates. "Interlocal Act" means Chapter 163, Part 1, Florida Statutes. "Interlocal Agreement" means that certain Interlocal Agreement originally dated as of December 1, 1998, initially among the City of Stuart, Florida, the City of Rockledge, Florida and the City of DeLand, Florida, together with the additional governmental entities who become members of the Council, all as amended and supplemented from time to time. "Liquidation Proceeds" means amounts received by the Trustee or the Council in connection with the enforcement of any of the remedies under this Loan Agreement after the occurrence of an "Event of Default" under this Loan Agreement which has not been waived or cured. "Loan" means the Loan made to the Borrower from Bond proceeds to finance certain Project(s) in the amount specified in Section 3.01 herein. "Loan Agreement" or "Loan Agreements" means this Loan Agreement and any amendments and supplements hereto. "Loan Repayment Date" means March 20, 2007, and thereafter each March 20th and September 20th, or if such day is not a Business Day, the next preceding Business Day. "Loan Repayments" means the payments of principal and interest and other payments payable by the Borrower pursuant to the provisions of this Loan Agreement, including, without limitation, Additional Payments. "Loan Term" means the term provided for in Article IV of this Loan Agreement. "Loans" means all loans made by the Council under the Indenture to the Borrowers. rZ " Moody's" means Moody's Investors Service, a corporation organized and existing. under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, " Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Council, with the approval of the Bond Insurer, by notice to the Trustee. "Non -Ad Valorem Revenues" means all revenues and taxes of the Borrower derived from any source whatever other than ad valorem taxation on real and personal property, which are legally available for Loan Repayments. "Opinion of Bond Counsel" means an opinion by Bond Counsel which is selected by the Council and acceptable to the Trustee. "Opinion of Counsel" means an opinion in writing of a legal counsel, who may, but need not be, counsel to the Council, a Borrower or the Trustee. "Outstanding Bonds" or "Bonds Outstanding" means all Bonds which have been authenticated and delivered by the Trustee under the Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds deemed paid under Article IX of the Indenture; and (c) Bonds in lieu of which other Bonds have been authenticated under Section 2.06, 2.07 or 2.09 of the Indenture. "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization including a government or political subdivision or an agency or instrumentality thereof. "Principal Fund" means the fund by that name created by Section 4.02 of the Indenture. "Principal Payment Date" means the maturity date or mandatory redemption date of any Bond. "Program" means the Council's program of making Loans under the Act and pursuant to the Indenture. "Program Administrator" means the Florida League of Cities, Inc., a non -profit Florida corporation. 7 "Project" or "Projects" means a governmental undertaking approved by the governing body of a Borrower for a public purpose, including the refinancing of any indebtedness. "Project Loan Fund" means the fund by that name established pursuant to Section 4.02 of the Indenture. . "Proportionate Share" means, with respect to any Borrower, a fraction the numerator of which is the outstanding principal amount of the Loan of such Borrower made from proceeds of the Bonds and the denominator of which is the outstanding principal amount of all Loans made from proceeds of the Bonds and then outstanding. "Purchase Price" means the purchase price of one or more items of a Project payable by a Borrower to the seller of such items. "Redemption Price" means, with respect to any Bond (or portion thereof), the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption pursuant to the provisions of such Bond and the Indenture. "Reserve Fund" means the fund by that name created by Section 4.02 of the indenture. "Revenue Fund" means the fund by that name created by Section 4.02 of the Indenture. "Revenues" means all Loan Repayments paid to the Trustee for the respective accounts of the Borrowers for deposit in the Principal Fund and Revenue Fund to pay principal of, premium, if any, and interest on the Bonds upon redemption, at maturity or upon acceleration of maturity, or to pay interest on the Bonds when due, and all receipts of the Trustee credited to the Borrower under the provisions of this Loan Agreement. "S &P" means Standard & Poor's, a division of the McGraw -Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S &P shall be deemed to refer to any other nationally recognized securities rating agency designated by the Council, with the approval of the Bond Insurer, by notice to the Trustee. "Special Record Date" means the date established pursuant to Section 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 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] E 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 otherwise) of the Borrower or the ability of the Borrower to perform its obligations under this Agreement. The financial statements, including balance sheets, and any other written statement furnished by the Borrower to the Council, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. There is no fact known to the Borrower which the Borrower has not disclosed to the Council, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer in writing which materially affects adversely or is likely to materially affect adversely the financial condition of the Borrower, or its ability to make the payments under this Agreement when and as the same become due and payable. (c) Pending 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, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) of the Borrower, 10 or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Agreement. (d) Borrowing Legal and 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 of this Agreement: (1) are within the powers of the Borrower and have been duly and effectively authorized by all necessary action on the part of the Borrower; and (2) do not and will not (i) conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower pursuant to any indenture, loan agreement or other agreement or instrument (other than this Agreement) or restriction to which the Borrower is a party or by which. the Borrower, its properties or operations are bound as of the date of this Agreement or (ii) with the giving of notice or the passage of time or both, constitute a breach or default or 'so result in the creation or imposition of any lien, charge or encumbrance, which breach, default, lien, charge or encumbrance (described in (i) or (ii)) could materially and adversely affect the validity or the enforceability of this Agreement or the Borrower's ability to perform fully its obligations under this Agreement; nor does such action result in any violation of the provisions of the Act, or any laws, ordinances, governmental rules or regulations or court orders to which the Borrower, its properties or operations may be bound. (e) No Defaults. No event has occurred and no condition exists that constitutes an Event of Default, or which, upon the execution and delivery of this Agreement and /or the passage of time or giving of notice or both, would constitute an Event of Default. The Borrower is not in violation in any material respect, and has not received notice of any claimed violation (except such violations as (i) heretofore have been specifically disclosed in writing to, and have been in writing specifically consented to by the Council and the Bond Insurer and (ii) do not, and shall not, have any material adverse effect on the transactions herein contemplated and the compliance by the Borrower with the terms hereof), of any terms of any agreement or other instrument to which it is a party or by which it, its properties or operations may be bound, .which may materially adversely affect the ability of the Borrower to perform hereunder. (f) Governmental Consent. The Borrower has obtained, or will obtain, all 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 findings as may be necessary for the foregoing and for such Loan and the proper application thereof; the Borrower has complied with or will comply with all applicable provisions of law requiring any notification, declaration, filing or registration with 11 any agency or other governmental body or officer in connection with the acquisition or installation of the Project, including construction and renovation work necessary for such installation, financing or refinancing thereof or reimbursement of the Borrower therefor; and any such action, construction, installation, financing, refinancing or reimbursement contemplated in this Loan Agreement is consistent with, and does not violate or conflict with, the terms of any such agency or other governmental consent, order or other action which is applicable thereto. No further consent, approval or authorization of, or filing, registration or . qualification with, any governmental authority is required on the part of the Borrower as a condition to the execution and delivery of this Loan Agreement, or to amounts becoming outstanding hereunder. (g) Compliance with Law. The Borrower is in compliance with all laws, ordinances, governmental rules and regulations. to which it is subject and which are material to its properties, operations, finances or status as a municipal corporation or subdivision of the State. (h) Use of Proceeds. (1) The Borrower will apply the proceeds of the Loan from the Council solely for the financing for the cost of the Projects as set forth in Exhibit A hereto. If any component of the Project listed in Exhibit A is not paid for out of the proceeds of the Loan at the Closing of the Loan, Borrower shall, as quickly as reasonably possible, with due diligence, and in any event prior to January 9, 2010, use the remainder of the amounts listed in Exhibit A and any investment earnings thereon to pay the cost of the Project, provided that, such time limit may be extended by the written consent of the Council with notice to the Trustee, and provided further that Borrower may amend Exhibit A without the consent of the Council or the Trustee (but with notice thereto) but with a favorable opinion of Bond Counsel (to the effect that such an amendment and the completion of the revised Project will not adversely affect the validity or tax - exempt status of the Bonds) regarding the amended Exhibit A, to provide for the financing of a different or additional Project if Borrower, after the date hereof, deems it to not be in .the interest of Borrower to acquire or construct any item of such Project or the cost of the Project proves to be less than the amounts listed on Exhibit A and the investment earnings thereon. Notwithstanding the foregoing all such proceeds shall be expended prior to January 9, 2010. Borrower will provide the Trustee with a requisition in the form of the requisition attached hereto as Exhibit E for the expenditure of the remaining amounts of the Loan in the Project Loan Fund. (2) Items of cost of the Project which may be financed include all reasonable or necessary direct or indirect costs of or incidental to the acquisition, construction or installation of the Project, including operational expenses during this construction period which would qualify for capitalization under generally accepted accounting principles, the incidental costs of placing the same in use and financing expenses (including the application or origination fees, if any, of the Bond Insurer and the Council and Borrower's Counsel fees), but not operating expenses. 12 (3) Borrower understands that the actual Loan proceeds received by it are less than the sum of the face amount of the Loan Agreement plus the reoffering premium in an amount equal to a discount as described in Section 3.01 hereof. Borrower will accordingly be responsible for repaying, through the Basic Payments portion of its Loan Repayments, the portion of the Bonds issued to fund only its Loan including the portion issued to fund the underwriting discount, original issue discount and other fees and costs of issuing the Bonds. (4) The Borrower covenants that it will make no use of the proceeds of the Bonds which are in its control at any during the term of the Bonds which would cause such Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code. (5) The Borrower, by the Trustee's acceptance of the Indenture, covenants that the Borrower shall neither take any action nor fail to take any action or to the extent that it may do so, permit any other party to take any action which, if either taken or not taken, would adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Bonds. (i) Project. All items constituting the Project are permitted 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 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) Securily for Loan Repayment Subject to the provisions of Section 2.02(k) hereof, the Borrower covenants and agrees to appropriate in its annual budget, by amendment, if required, and to pay when due under this Loan Agreement as promptly as money becomes available directly to the Trustee for deposit into the appropriate Fund or Account created in the Indenture, amounts of Non -Ad Valorem Revenues of the Borrower sufficient to satisfy the Loan Repayment as required under this Loan Agreement. Such covenant is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into. Such covenant and agreement on the part of the Borrower to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all required Loan Repayments, including delinquent Loan Repayments, shall have been budgeted, appropriated and actually paid to the Trustee for deposit into the appropriate Fund or Account. The Borrower further acknowledges and agrees that the Indenture shall be deemed to be entered into for the benefit of the Holders of any of the Bonds 191 and that the obligations of the Borrower to include the amount of any deficiency in Loan Repayments in each of its annual budgets and to pay such deficiencies from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein and in the Indenture. Notwithstanding the foregoing or any provision of this Loan Agreement to the contrary, the Borrower does not covenant to maintain any services or programs now maintained by the Borrower which generate Non -Ad Valorem Revenues or to maintain the charges it presently collects for any such services or programs. During such time as the Loan is outstanding hereunder, the Borrower agrees that, as soon as practicable upon the issuance of debt by the Borrower which is secured by its Non -Ad Valorem Revenues, it shall deliver to the Council and the Bond Insurer a certificate setting forth the calculations of the financial ratios provided below and certifying that it is in compliance with the following: (i) Non -Ad Valorem Revenues (average of actual receipts over the prior two years) must cover projected maximum annual debt service on debt secured by and /or payable solely from such Non -Ad Valorem Revenues by at least 1.5x; and (ii) projected maximum annual debt service requirements for all debt secured by and /or payable solely from such Non - Ad Valorem Revenues will not exceed 20% of Governmental Fund Revenues (defined as general fund, special fund, debt service fund and capital projects funds), exclusive of (i) ad valorem revenues restricted to payment of debt service on any debt and (ii) any debt proceeds, and based on the 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 statement of its financial position as of the end of such Fiscal Year and the related statements of revenues and expenses, fund balances and changes in fund balances for such Fiscal Year, all reported by an independent certified public accountant, whose report shall state that such financial statements present fairly Borrower's financial position as of the end of such Fiscal Year and the results of operations and changes in financial position for such Fiscal Year. (c) Information. Borrower's chief financial officer shall, at the reasonable request of the Bond Insurer, discuss 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 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 governmental charges or levies unposed upon it or upon* its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims, which, if unpaid, might become a lien or charge upon any of its properties, provided that it shall not be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings, which shall operate to stay the enforcement thereof. (h) Compliance with Laws. Etc. Subject to an annual appropriation of legally available funds, the Borrower shall comply with the requirements of all applicable laws, the .terms of all grants, rules, regulations and lawful orders of any governmental authority, non- compliance with which would, singularly or in the aggregate, materially adversely affect its business, properties, earnings, prospects or credit, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. W Tax- exempt Status of Bonds. The Council and the Borrower understand that it is the intention hereof that the interest on the Bonds not be included within the gross income of the holders thereof for federal income tax purposes. In furtherance thereof, the Borrower and the Council each agree that they will take all action within their control which is necessary in order for the interest on the Bonds or this Loan to remain excluded from gross income for federal income taxation purposes and shall refrain from taking any action which results in such interest becoming included in gross income. The Borrower and the Council further covenant that, to the extent they have control over the proceeds of the Bonds, they will not take any action or fail to take any action with respect to the investment of the proceeds of any Bonds, with respect to the payments derived from the Bonds or hereunder or with respect to the issuance of other Council obligations, which action or failure to act may cause the Bonds to be "Arbitrage Bonds" within the meaning of such term as used in Section 148 of the Code and the regulations promulgated thereunder. In furtherance of the covenant contained in the preceding sentence, the Borrower and the Council agree to comply with the Tax Certificate as to Arbitrage and the provisions of Section 141 through 150 of 15 the Internal Revenue Code of 1986, as amended, including the letter of instruction attached as an Exhibit to the Tax Certificate, delivered by Bryant Miller Olive P.A. to the Borrower and the Council simultaneously with the issuance of the Bonds, as such letter may be amended from time to time, as a source of guidelines for achieving compliance with the Code. (j) Information Reports. The Borrower covenants to provide the Council with all material and information it possesses or has the ability to possess necessary to enable the Council to file all reports required under Section 149(e) of the Code to assure that interest paid by the Council on the Bonds shall, for purposes of the federal income tax, be excluded from gross income. (k) Limited Obligations. Anything in this Loan Agreement to the contrary notwithstanding, it is understood and agreed that all obligations of the Borrower hereunder shall be payable only from Non -Ad Valorem Revenues budgeted and appropriated as provided for hereunder and nothing herein shall be deemed to pledge ad valorem taxation revenues or to permit or constitute a mortgage or 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 to provide essential services; however, such obligation is cumulative and would carry over from Fiscal Year to Fiscal. Year. (1) Reporting Requirements. (i) The Borrower-will file or cause to be filed with the Bond Insurer and with the Council any official, statement issued by, or on behalf of, the Borrower in connection with the incurrence of any additional indebtedness by the Borrower. Such official statements shall be filed within sixty (60) days after the publication thereof. (ii) The Borrower agrees to provide not later than December 31 of each year, a certificate of its Chief Financial Officer stating that to the best of its knowledge the-Borrower is in compliance with the terms and conditions of this Loan Agreement, or, specifying the nature of any noncompliance and the remedial action taken or proposed to be taken to cure such noncompliance. [Remainder of page intentionally left blank] 17 ARTICLE III THE LOAN SECTION 3.41. 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 ARTICLE IV LOAN TERM AND LOAN CLOSING REQUIREMENTS SECTION 4.01. Commencement of Loan Term. The Borrower's obligations under this Loan Agreement shall commence on the date hereof unless otherwise provided in this Loan Agreement. SECTION 4.02. Termination of Loan Term. The Borrower's obligations under this Loan Agreement shall terminate after payment in full of all amounts due under this Loan Agreement and all amounts not theretofore paid shall be due and payable at the times and in the: amounts set forth in Exhibit D attached hereto; provided, however, that all covenants and all obligations provided hereunder specified to so survive (including the obligation of the Borrower to pay its share of the rebate obligations of the Council owed on the Bonds and agreed to by the Borrowers pursuant to Section 5.03(b)(7) hereof) shall survive the termination of this Loan Agreement and the payment in full of principal and interest hereunder. Upon termination of the Loan Term as provided above, the Council and the Trustee shall deliver, or cause to be delivered, to the Borrower an acknowledgment thereof. SECTION 4.03. Loan Closing Submissions. Concurrently with the execution and delivery of this Loan Agreement, the Borrower is providing to the Trustee the following documents each dated the date of such execution and delivery unless otherwise provided below: (a) Certified ordinances of the Borrower substantially in the form of Exhibit B attached hereto; (b) An opinion of the Borrower's Counsel in the form of Exhibit C attached hereto to the effect that the Loan Agreement is a valid and binding obligation of the Borrower and opining to such other matters as may be reasonably required by Bond Counsel, underwriter's counsel and the Bond Insurer and acceptable to Borrowers Counsel; (c) A certificate of the officials of the Borrower who sign this Loan Agreement to the effect that the representations and warranties of the Borrower are true and correct; (d) A certificate signed by the Authorized Representative of the Borrower, in form and substance satisfactory to Bond Counsel, stating (i) the estimated dates and the amounts of projected expenditures for the Project and (ii) that it is reasonably anticipated by the Borrower that the Loan proceeds will be fully advanced therefor and expended by the Borrower prior to January 9, 2010, and that the projected expenditures are based on the reasonable expectations of the Borrower having due regard for its capital needs and the revenues available for the repayment thereof. 19 (e) This executed Loan Agreement; (0 An opinion (addressed to the Council, the Trustee, the Bond Insurer and the Borrower) of Bond Counsel to the effect that such financing, refinancing or reimbursement with Loan proceeds is permitted under the Act, the Indenture and the resolution authorizing this Loan Agreement and will not cause the interest on the Bonds to be included in gross income for purposes of federal income taxation or adversely affect the validity, due authorization for or legality of the Bonds; and (g) Such other certificates, documents, opinions and information as the Council, the Bond Insurer, the Trustee or Bond Counsel may require, such requirement to be evidenced (in the case of parties other than the Trustee) by written notice of such party to the Trustee of such requirement. All opinions and certificates shall be dated the date of the Closing. [Remainder of page intentionally left blank] 20 ARTICLE V LOAN REPAYMENTS SECTION 5.01. Payment of Basic Payments. Borrower shall pay to the order of the Council all Loan Repayments in lawful money of the United States of America to the Trustee. No such Loan Repayment shall be in an amount such that interest on the Loan is in excess of the maximum rate allowed by the laws of the State of Florida or of the United States of America. The Loan shall be repaid in Basic Payments, consisting 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 or before the fifteenth (15th) day of the month immediately preceding each Interest Payment Date, the Trustee shall give Borrower notice in writing of the total amount of the next Basic Payment due. The Basic Payments shall be due on each March 20th and September 20th, or if such day is not a Business Day, the next preceding Business Day (a Loan Repayment Date "), commencing March'20, 2007, and extending through September 20, 2036, unless the due date of the Basic Payments is accelerated pursuant to the terms of Section 8.03 hereof. SECTION 5.02. Payment of Surety Bond Costs. The Borrower recognizes that the Surety Bond Provider has provided to the Council the Surety Bond for deposit to the Reserve Fund in lieu of a cash payment or deposit by the Borrower. The Surety Bond shall secure and satisfy the Reserve Requirement (as defined in the Indenture) and any other reserve requirement of bonds as listed on Annex A to the Surety Bond. The Borrower, or any other borrower, whose loan was funded with proceeds of a bond issue listed on Annex A. to the Surety Bond, may draw on the Surety .Bond in an amount equal to or less than the limit of the Surety Bond, all in accordance with Section 4.08 of the Indenture. The Borrower hereby agrees to pay to the Trustee an amount equal to the amount drawn by the Borrower (or on behalf of the Borrower) on the Surety Bond as set forth in subsection (c) of Section 5.03 hereof. Such Surety Bond maybe replaced by an Alternate Surety Bond issued with respect to funding the reserve fund of subsequent bonds issued by the Council whose reserve fund shall be on a parity with the Bonds, all in accordance with Section 4.08 of the Indenture. SECTION 5.03. Payment of Additional Payments. In addition to Basic Payments, Borrower agrees to pay on demand of the Council or the Trustee, the following Additional Payments: (a) (i) Borrower's Proportionate Share of: the annual fees or expenses of the Council, if any, including the fees of any provider of arbitrage rebate calculations; the Bond Insurance Premium of the Bond insurer (to the extent not previously paid from the Cost of 21 Issuance Fund); the fees of the Program Administrator and the fees of the rating agencies (to the extent not previously paid from the Cost of Issuance Fund); and (ii) Borrower's equal share of the annual fees of the Trustee; annual fees of the Registrar and Paying Agent; and the Surety Bond premium of the Surety Bond Provider and any related fees in connection with the Surety Bond (to the extent not previously paid from the Cost of Issuance Fund). (b) All reasonable fees and expenses of the Council or Trustee relating to this Loan Agreement, including, but not limited to: (1) the cost of reproducing this Loan Agreement; (2) the reasonable fees and disbursements of Counsel utilized by the Council, the Trustee and the Bond Insurer in connection with the Loan, this Loan Agreement and the enforcement thereof; (3) reasonable extraordinary fees 'of the Trustee following an Event of Default hereunder; (4) all other reasonable out -of- pocket expenses of the Trustee and the Council in connection with the Loan, this Loan Agreement and the enforcement thereof; (5) all taxes (including any recording and filing fees) in connection with the execution and delivery of this Loan Agreement and the pledge and assignment of the Council's right, title and interest in and to the Loan and the Loan Agreement, pursuant to the Indenture (and with the exceptions noted therein), and all expenses, including reasonable attorneys' fees, relating to any amendments, waivers, consents or collection or enforcement proceedings pursuant to the provisions hereof; (b) 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 SECTION 5.04. Interest Earnings or Investment Losses and Excess Payments. (a) On each Interest Payment Date the Trustee shall credit against Borrower's obligation to pay its Loan Repayments, Borrower's share of any interest earnings which were received during the prior Interest Period by the Trustee on the Funds and Accounts (except the Project Loan Fund) held under the Indenture, or shall increase the Borrower's obligation to pay its Loan Repayment, by Borrower's share of any investment losses which were incurred during the prior Interest Period on the Funds and Accounts (except the Project Loan Fund) held under the Indenture. (b) The credits provided for in (a) shall not be given to the extent the Borrower is in '. default in payment of its Loan Repayments. If past -due Loan Repayments are 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, k the obligations of Borrower to make the Loan Repayments required hereunder and to perform and observe the other agreements on its part contained herein, shall be absolute and unconditional, and shall not be abated, rebated, set -off, reduced, abrogated, terminated, waived, diminished, postponed or otherwise modified in any manner or to any extent whatsoever, while any Bonds remain outstanding or any Loan Repayments remain unpaid, regardless of any contingency, act of God, event or cause whatsoever. This Loan Agreement shall be deemed and construed to be a "net contract," and Borrower shall pay absolutely net the Loan Repayments and all other payments required hereunder, regardless of any rights of set -off, recoupment, abatement or counterclaim that Borrower might otherwise have against the Council, the Trustee, the Bond Insurer or any other party or parties. SECTION 5.06. Refunding Bonds. In the event the Bonds are refunded, all references in this Loan Agreement to Bonds shall be deemed to refer to the refunding bonds or, in the case of a crossover refunding, to the Bonds and the refunding bonds (but the Borrower shall never be responsible for any debt service on or fees relating to crossover refunding bonds which are covered by earnings on the escrow fund established from the proceeds of such bonds). The Council agrees not to issue bonds or other debt obligations to refund the portion of the Bonds allocable to this Agreement without the prior written consent of the Authorized Representative of the Borrower. 23 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 R ARTICLE VI DEFEASANCE This Loan Agreement shall continue to be obligatory and binding upon the Borrower in. the performance of the obligations imposed by this Loan Agreement and the repayment of all sums due by the Borrower under this Loan Agreement shall continue to be secured by this Loan Agreement as provided herein until all of the indebtedness and all of the payments required to be made by the Borrower shall be fully paid to the Council, the Trustee or the Bond Insurer. Provided, however, if, at any time, the Borrower shall have paid, or shall have made provision for payment of, the principal amount of the Loan, interest thereon and redemption premiums, if any, with respect to the Bonds and shall have paid all amounts due pursuant to Section 5.03 hereof, then, and in that event, the covenant regarding the Non -Ad Valorem Revenues and the lien on the revenues pledged, if 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 the Bond Insurer. 25 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 fulfillment of its obligations hereunder. [Remainder of page intentionally left blank] 26 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. Events of Default Defined. The following shall be "Events of Default" under this Loan Agreement and the terms "Event of Default" and "Default" shall mean (except where the context clearly indicates otherwise), whenever they are used in this Loan Agreement, any one or more of the following events: (a) Failure by the Borrower to timely pay any Loan Repayment, when due, so long as the Bonds are outstanding; (b) Failure by the Borrower to timely pay any other payment required to be paid hereunder on the date on which it is due and payable, provided the Borrower has prior written notice of any such payments being due; (c) Failure by the Borrower to observe and perform any covenant, condition or agreement other than a failure under (a), on its part to be observed or performed under this Loan Agreement, for a period of thirty (30) days after notice of the failure, unless the Council, the Bond Insurer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Council, the Bond Insurer or the Trustee, but cannot be cured within the applicable 30 -day period, the Council, the Bond Insurer and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Borrower within the applicable period and diligently pursued until the failure is corrected; (d) Any warranty, representation or other statement by the Borrower or by an officer or agent of the Borrower contained in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement, is false or misleading in any material respect when made; (e) A petition is filed against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation Iaw of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days of such filing; (f) The Borrower files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; 27 (g) The Borrower admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Borrower or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 60 days; (h) Default under any agreement to which the Borrower is a party evidencing, securing or otherwise respecting any indebtedness of the Borrower outstanding in the amount of $100,000 or more if, as a result thereof, such indebtedness may be declared immediately due and payable or other remedies may be exercised with respect thereto; W Any material provision of this Loan Agreement shall at any time for any reason cease to be valid and binding on the Borrower, or shall be declared to be null and void, or the validity or enforceability of this Loan Agreement shall be contested by the Borrower or any governmental agency or authority, or if the Borrower shall deny any further liability or obligation under this Loan Agreement; or (j) Final judgment for the payment of money in the amount of $250,000 or more is rendered against the Borrower and at any time after 90 days from the entry thereof, unless otherwise provided in the final judgment, (i) such judgment shall not have been discharged, or (ii) the Borrower shall not have taken and be diligently prosecuting an appeal therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, and have caused the execution of or levy under such judgment, order, decree or process of the enforcement thereof to have been stayed pending determination of such appeal, provided that such execution and levy would materially adversely affect the Borrower's ability to meet its obligations hereunder; or (iii) the Borrower is not obligated with respect to such judgment pursuant to the provisions of Chapter 768, Florida Statutes. SECTION 8.02. Notice of Default. The Borrower agrees to give the Trustee, the Bond Insurer and the Council prompt written notice if any petition, assignment, appointment or possession referred to in Section 8.01(e), 8.01(f) and 8.01(8) is filed by or against the Borrower or of the occurrence of any other event or condition which constitutes a Default or an Event of Default, or with the passage of time or the giving of notice would constitute an Event of Default, immediately upon becoming aware of the existence thereof. SECTION 8.03. Remedies on Default. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing, the Council or the Trustee shall, with the written consent of the Bond Insurer or upon the direction of the Bond Insurer, in addition to any other remedies herein or by law provided, have the right, at its or their option without any further demand or notice, to take such steps and exercise such remedies as provided in Section 9.02 of the Indenture, and, without limitation, one or more of the following: 99 (a) Declare all Loan Repayments, in an amount equal to 100% of the principal amount thereof plus all accrued interest thereon to the date on which such Loan Repayments shall be used to redeem Bonds pursuant to Section 3.02 of the Indenture and all other amounts due hereunder, to be immediately due and payable, and upon notice to the Borrower the same shall become immediately due and payable by the Borrower without further notice or demand. (b) Take whatever other action at law or in equity which may appear necessary or desirable to collect amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder. SECTION 8.04. [Reserved]. SECTION 8.05. No Remedy Exclusive; Waiver, Notice. No remedy herein conferred upon or reserved to the Council or the Trustee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power shall be construed to be a waiver Thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Council or the Trustee to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice other than such notice as may be required in this Article 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 pursuan t to Section 5.03(b )(3) and (4) hereof, (b) second, to pay interest due on the Loan, (c) third, to pay principal due on the Loan, (d) fourth, to pay any other amounts due hereunder, and (e) fifth, to pay interest and principal on the Loan and other amounts payable hereunder but which are not . due, as they become due (in the same order; as to amounts which come due simultaneously, as in (a) through (d) in this Section 8.06). [Remainder of page intentionally left blank] 3] ARTICLE IX MISCELLANEOUS SECTION 9.01. Notices. All notices, certificates or other communication hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the parties at the following addresses: Council: Florida Municipal Loan Council c/o Florida League of Cities 301 South Bronough Street Tallahassee, Florida 32301 Bond insurer: MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Trustee: Deutsche Bank Trust Company Americas Trust & Securities Services (Municipal Group) 60 Wall Street, 27th Floor New York, New York 10005 For purposes other than presentation of Bonds for transfer, exchange or payment: Borrower: City of South Miami, Florida 6130 Sunset Drive South Miami, Florida 33143 Attention: Finance Director Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 9.02. Binding Effect. This Loan Agreement shall inure to the benefit of and shall be binding upon the Council and the Borrower and their respective successors and assigns. SECTION 9.03. Severability. In the event any provision of the Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.04. Amendments, Changes and Modifications. This Loan Agreement may be amended by the Council and the Borrower as provided in the Indenture; provided, however, 01 that no such amendment shall be effective unless it shall have been consented to in writing by the Bond Insurer. SECTION 9.05. Execution in Counterparts. This Loan Agreement may be simultaneously executed in several counterparts, each of which, when so executed and delivered, shall be an original and all of which shall constitute but one and the same instrument. SECTION 9.06. Applicable Law. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 9.07. Benefit of Bondholders; Compliance with Indenture. This Loan "Agreement is executed in part to induce the purchase by others of the Bonds. Accordingly, all covenants, agreements and representations on the part of the Borrower and the Council, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the holders from time to time of the Bonds. The Borrower covenants and agrees to do all things within its power in order to comply with and to enable the Council to comply with all requirements and to fulfill and to enable the Council to fulfill all covenants of the Indenture. The Borrower also acknowledges that the Council has delegated certain of its duties under the Indenture to its Program Administrator, including the direction to make investments in accordance with Article VII thereof, including but not limited to the investment of the Borrower's Project Loan Fund. SECTION 9.08. Consents and Approvals. Whenever the written consent or approval of the Council shall be required under the provisions of this Loan Agreement, such consent or approval may be given by an Authorized Representative of the Council or such other additional persons provided by law or by rules, regulations or resolutions of the Council. SECTION 9.09. Immunity of Officers, Employees and Members of Council and Borrower. No recourse shall be had for the payment of the principal of or premium or interest hereunder or for any claim based thereon or upon any representation, obligation, covenant or agreement in this Loan Agreement against any past, present or future official officer, member, counsel, employee, director or agent, as such, of the Council or the Borrower, either directly or through the Council or the Borrower, or respectively, any successor public or private corporation thereto under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any, such officers, members, counsels, employees, directors or agents as such is hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement. SECTION 9.10. Captions. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of sections of this Loan Agreement. SECTION 9.11. No Pecuniary Liability of Council. No provision, covenant or .agreement contained in this Loan Agreement, or any obligation herein imposed upon the 31 Council, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision or municipal corporation of the State or any public corporation or governmental agency existing under the laws thereof other than the Council. In making the agreements, provisions and covenants set forth in this Loan Agreement, the Council has not obligated itself except with respect to the application of the revenues, income and all other property as derived herefrom, as hereinabove provided. SECTION 9.12. Payments Due on Holidays. With the exception of Basic Payments, if the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than on a Business Day, such payments may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement. SECTION 9.13. Calculations. Interest shall be computed on the basis of a 360 -day year of twelve 30 -day months. SECTION 9.14. Time of Payment. Any Loan Repayment or other payment hereunder which is received by the Trustee or Council after 2:00 p.m. (New York time) on any day shall be deemed received on the following Business Day. [Remainder of page intentionally left blank] 32 IN WITNESS WHEREOF, the Florida Municipal Loan Council has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the City of South Miami, Florida, has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first above written. (SEAL) ATTEST: C r- EY Name• ichael Sittig Title: Executive Director S -1 FLORIDA MUNICIPAL LOAN COUNCIL t Nam: Jay Chernoff Tid Chairman LOAN AGREEMENT (SEAL) ATTESTED BY: By; �- Name: Maria M. Menendez Title: City Clerk Approved as to form and correctness this 9th day of January, 2007. B Name: s igueredo, Esq. Title: City Attorney S -2 CITY OF SOUTH MIAMI, FLORIDA By: Name: Horace Feliu Title: Mayor EXHIBIT A CITY OF SOUTH MIAMI, FLORIDA USE OF LOAN PROCEEDS DESCRIPTION OF PROJECT TO BE ACQUIRED OR CONSTRUCTED PROJECT TOTAL AMOUNT TO BE FINANCED The construction and improvements to a city -owned parking garage to be used for public parking. $5,629,708.40 Exhibit A -1 EXHIBIT C OPINION OF BORROWER'S COUNSEL [Letterhead of Counsel to Borrower] Florida Municipal Loan Council c/o Florida League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 32301 Bryant Miller Olive P.A. One Tampa City Center 201 North Franklin Street, Suite 2700 Tampa, Florida 33602 MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Gentlemen: January 9, 2007 Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor New York, New York 10005 Banc of America Securities LLC 1640 Gulf -to -Bay Boulevard Clearwater, Florida 33755 We are counsel to the City of South Miami, Florida (the 'Borrower "), and have been requested by the Borrower to give this opinion in connection with the loan by the Florida Municipal Loan Council (the "Council ") to the Borrower of funds to finance or refinance or reimburse the Borrower for all or a portion of the cost of a certain Project (the "Project ") as defined in, and as described in Exhibit A of, the Loan Agreement, dated as of December 1, 2006 (the "Loan Agreement "), between the Council and the Borrower. In this connection, we have reviewed such records, certificates and other documents as we have considered necessary or appropriate for the purposes of this opinion, including applicable laws, and ordinances adopted by the City Commission of the Borrower, the Loan Agreement, a Trust Indenture dated as of December 1, 2006 (the "Indenture ") between the Council and Deutsche Bank Trust Company Americas, as trustee (the "Trustee ") and Ordinance No. 25 -06 -1893 enacted by the Borrower on November 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 -1 (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 fulfillment of or compliance with the terms and conditions of the Loan Agreement, the Bond Purchase Contract and the Continuing Disclosure Agreement does not and will not conflict with or result in a material breach of or default under any of the terms, conditions or provisions of any agreement, contract or other instrument, or law, ordinance, regulation, or judicial or other governmental order, to which the Borrower is now a party or it or its properties is otherwise subject or bound, and the Borrower is not otherwise in violation of any of the foregoing in a manner material to the transactions contemplated by the Loan Agreement. (d) There is no litigation or legal or governmental action, proceeding, inquiry or investigation pending or, to the best of our knowledge, threatened by governmental authorities or to which the Borrower is a party or of which any property of the Borrower is subject, which has not been disclosed in writing to the Council and the Bond Insurer and which, 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. Exhibit C -2 We are attorneys admitted to practice law only in the State of Florida and express no opinion as to the laws of any other state and further express no opinion as to the status of interest on the Bonds under either Federal laws or the laws of the State of Florida. Very truly yours, Exhibit C -3 EXHIBIT D DEBT SERVICE SCHEDULE Exhibit D -1 Total Debt Date Principal Interest Service 4/1/2007 $ 56,302.40 $ 56,302.40 10/1/2007 $ 70,000.00 123,590.63 193,590.63 4/112008 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 10/1/2010 105,000.00 118,190.63 223,190.63 4/1/2011 116,090.63 116,090.63 10/1/2011 110,000.00 116,090.63 226,090.63 4/1/2012 113,890.63 113,890.63 10/1/2012 115,000.00 113,890.63 228,890.63 4/1/2013 111,590.63 111,590.63 10/1/2013 120,000.00 111,590.63 231,590.63 4/1/2014 109,190.63 109,190.63 10/1/2014 125,000.00 109,190.63 234,190.63 4/1/2015 106,065.63 106,065.63 10/1/2015 130,000.00 106,065.63 236,065.63 4/1/2016 102,815.63 102,815.63 10/1/2016 135,000.00 102,815.63 237,815.63 4/1/2017 99,440.63 99,440.63 10/1/2017 145,000.00 99,440.63 244,440.63 4/1/2018 95,815.63 95,815.63 10/1/2018 150,000.00 95,815.63 245,815.63 4/1/2019 92,065.63 92,065.63 10/1/2019 160,000.00 92,065.63 252,065.63 4/1/2020 88,865.63 88,865.63 10/1/2020 165,000.00 88,865.63 253,865.63 4/1/2021 85,462.50 85,462.50 10/1/2021 175,000.00 85,462.50 260,462.50 4/1/2022 81,853.13 81,853.13 10/1/2022 180,000.00 81,853.13 261,853.13 411/2023 78,140.63 78,140.63 10/1/2023 190,000.00 78,140.63 268,140.63 4/1/2024 74,221.88 74,221.88 10/1/2024 195,000.00 74,221.88 269,221.88 4/1/2025 70,200.00 70,200.00 Exhibit D -1 10/1/2025 205,000.00 70,200.00 275,200.00 4/1/2026 65,971.88 65,971.88 10/1/2026 215,000.00 65,971.88 280,971.88 4/1/2027 61,537.50 61,537.50 10/1/2027 220,000.00 61,537.50 281,537.50 4/1/2028 56,587.50 56,587.50 10/1/2028 230,000.00 56,587.50 286,587.50 4/1/2029 51,412.50 51,412.50 10/i/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 40,162.50 305,16250 4/1/2032 34,200.00 34,200.00 10/1/2032 275,000.00 34,200.00 309,200.00 4/1/2033 28,01250 28,012.50 10/1/2033 290,000.00 28,012.50 318,012.50 4/1/2034 21,487.50 21,48750 10/1/2034 305,000.00 21,487.50 326,487.50 4/1/2035 14,625.00 14,625.00 10/1/2035 320,000.00 14,625.00 334,625.00 4/1/2036 7,425.00 7,425.00 10/1/2036 330,000.00 7,425.00 337,425.00 Total $5,625,000.00 $4,607,099.45 $10,232,099.45 *Loan Repayments are due March 20th and September 200, of each year Exhibit D -2 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 hereby requested, to the knowledge of the undersigned, there will remain available to the Borrower sufficient funds to complete the Project substantially in accordance with the plans. 5. The Borrower is not in default under the Loan Agreement and nothing has occurred that would prevent the performance of its obligations under the Loan Agreement. Executed this day of CITY OF SOUTH MIAMI, FLORIDA By: Name: Title: Exhibit E -1 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 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 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. (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 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 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 -r. Executed this 9th day of January, 2007. 4 CITY OF SOUTH MIAMI, FLORIDA By: —MT b .' ' . Name: W. Ajibola Bo ugun Title: Assistant City Manager By:- Name: Maria M. Menendez Title: City Clerk CLOSING DOCUMENT NO. VIA(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 of January, 2007. (SEAL) City Clerk Maria M. Menendez 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 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 MAHING OF SUCH LOAN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units (the "Members ") have created the Florida Municipal Loan Council (the "Council ") pursuant to a certain Interlocal Agreement and pursuant to Chapter 163, Part I, Florida Statutes, for the purpose of issuing its bonds to make loans to participating governmental units for qualified projects; and WHEREAS, the City of South Miami, Florida, a municipal corporation, is duly created and existing pursuant to the Constitution and laws of the State of Florida (the "State "); and WHEREAS, the City of South Miami finds and declares that there is a substantial need for the financing or refinancing of qualifying projects permitted by Florida Statutes and the State Constitution; and WHEREAS, the City of South Miami possesses the ability to finance such projects on its own, but has determined that a pooled financing program involving a limited number of local governmental units which regularly undertake projects requiring significant debt financing within the State of Florida would provide for low cost financing or refinancing of such projects through economies of scale, administrative support and access to expertise in accessing the capital markets; and WHEREAS, it is anticipated that the benefits of a pooled financing by the City of South Miami with a limited number of governmental units through the Florida Municipal Loan Council may be obtained through promises to repay loans under the program and supported by a general covenant to budget and appropriate for such purpose, by a specific pledge of taxes or revenues 6r by a general obligation; and Additions shown by underlining and deletions shown by ever_}__'_ <.n WHEREAS, by pooling the respective financial needs of these certain various local governmental units, the City of South Miami will be able to access additional markets and expects to receive the benefits of lower interest rates on more favorable terms associated with such a large scale financing with such benefits being obtained for and inuring to the City of South Miami; and WHEREAS, the Council is in the process of issuing its Florida Municipal Loan Council Revenue Bonds, Series 2006A (such series may have such other designation as determined by the Council) (the "Bonds ") and is seeking to make loans (the "Loans ") to governmental units; and WHEREAS, it is hereby determined that a need exists to borrow funds to finance the cost of the construction of the South Miami Municipal Parking Garage (the "Project ") more particularly described in Exhibit A; and WHEREAS, it is determined to be in the best interest of the City of South Miami to borrow funds from the Council from the proceeds of the Bonds to finance the cost of the Project. NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: SECTION 1. AUTHORITY. This Ordinance is adopted pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law. SECTION 2. PROJECT. The financing of the construction and erection of the Project is hereby approved. SECTION 3. NEGOTIATED LOAN. Due to the complicated nature of the financing and the ability of the Council to access additional markets and for the City of South Miami to receive the benefits of lower interest rates and issuance costs, it is hereby determined that it is in the best interest of the City of South Miami that the Loan to the City of South Miami be made from the proceeds of the Bonds, as opposed to the City of South Miami borrowing funds pursuant to a public sale. SECTION 4. LOAN AMOUNT. The amount of the Loan of the City of South Miami evidenced by the Loan Agreement shall not exceed $6,000,000. Such Loan shall be made at a discount which shall include a pro -rata portion of costs of issuance incurred by the Council together with a pro -rata portion of a reserve fund surety cost and the League of Cities administrative fees and other ongoing costs and shall bear interest and shall be repayable according to the terms and conditions set forth in the Loan Agreement authorized pursuant to Section 5 hereof with such changes, insertions and omissions as may be approved by the Mayor and the City Manager. The redemption provisions, if any, relating to such Loan shall be as provided in the Loan Agreement. SECTION 5. AUTHORIZED OFFICERS. The Mayor and the City Manager or any other appropriate officers of the City of South Miami are hereby authorized and directed to execute and Additions shown by underlining and deletions shown by everstr-lleing. 2 deliver a Loan Agreement to evidence the Loan, to be entered into by and between the City of South Miami and the Council in substantially the form attached hereto as Exhibit B with such changes, insertions and omissions as may be approved by the Mayor and City Manager, the execution thereof being conclusive evidence of such approval. Further, the Mayor and the City Manager or any other appropriate officers of the City. of South Miami are hereby authorized and directed to execute and deliver a Continuing Disclosure Agreement concerning compliance with existing or proposed rules of the Securities and Exchange Commission concerning continuing disclosure by the City of South Miami, to be entered into by and between the Underwriter, the City of South Miami and the Council in substantially the form attached hereto as Exhibit C with such changes, insertions and omissions as may be approved by the Mayor and City Manager, the execution thereof being conclusive evidence of such approval. SECTION 6. RATES. The Finance Director or the Mayor is hereby authorized to approve the final rates of interest on the Bonds, and the redemption provisions thereof, if any, on behalf of the City of South Miami. The Finance Director, the Mayor, or any other appropriate officers of the City of South Miami is hereby authorized and directed to execute and deliver a Bond Purchase Contract, to be entered into by and between the Underwriter, the City of South Miami and the Council in substantially the form attached hereto as Exhibit D with such changes, insertions and omissions as may be approved by the Finance Director or the Mayor, the execution thereof being conclusive evidence of such approval. SECTION 7. INDENTURE. The City of South Miami hereby acknowledges and consents to the Bonds being issued pursuant to a Trust Indenture (the "Indenture ") to be executed by the Council and a bank or trust company to be selected by the Council, as Trustee. SECTION 8. OTHER INSTRUMENTS. The Mayor, the Finance Director, the City Manager or any other appropriate officers of the City of South Miami are hereby authorized and directed.to execute any and all certifications or other instruments or documents required by this Resolution, the Loan Agreement, the Trust Indenture or any other document required by the Council as a prerequisite or precondition to making the Loan (including but not limited to the execution of all tax documents relating to the tax exempt status of the Loan), and any such representations and agreements made therein shall be deemed to be made on behalf of the City of South Miami. All action taken to date by.the officers of the City of South Miami in furtherance of the issuance of the Bonds and the making of the Loan is hereby approved, confirmed and ratified. SECTION 9. ADDITIONAL INFORMATION. The Loan Agreement shall not be executed and delivered unless and until the City of South Miami has received all information required by Section 218.385, Florida Statutes. SECTION 10. ADDITIONAL TERMS. Pursuantto subsequent ordinance or resolution, Additions shown by underlining and deletions shown by _ _rst-?'e_ ~q 3 the City of South Miami may establish such additional terms as it may so determine to be in the best interests of the City of South Miami. SECTION 11. ORDINANCES IN CONFLICT All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed. 'SECTION 12. EFFECTIVE DATE. This Ordinance shall take effect immediately upon approval. ±"PASSED AND ADOPTED this 28th day of November, 2006. ATTEST: CI CLERK I" Reading - 10/17/06 2 °d Reading — 11/28/06 RE APPROV S TO FO LJ Luis gueredo, gin Gallop Figueredo, P.A. APPROVED: Q-Gt- .%i - Y R COMMISSION VOTE: 4 -0 Mayor Feliu: Yea Vice Mayor Wiscombe: absent Commissioner Birts: Yea Commissioner Palmer: Yea Commissioner Beckman: Yea 0mce of City Attorney CERTIFICATION 1, �!��448LDeputy Clerk 1."dth the City of South Miami, Warni -Dade County, Florida, do hereby certify this document to be a true and correct copy of 5q.,.3..-.- dateo Q , according to the records :of the City of South Miami, Florida. Given my hard and the official Seal of t�CitY of South Miami, Flo da is day C GX.bil�r Additions shown by underlining and deletions shown by .tEll in# D4puty City Cler' OF $ 0 IV r 1 �i v INCOIiP07iNi'El) 7927 ORZ�P City of South Miami 6130 Sunset Drive, South Miami, Florida 33143 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 Please reply to: Office of the City Attorney 18001 Old Cutler Road, Suite 556 Miami, Florida 33157 (305) 8545353 (305) 854 -5351 (Fax) January 9, 2007 Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor New York, New York 10005 Banc of America Securities LLC 1640 Gulf -to -Bay Boulevard Clearwater, Florida 33755 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 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 enacted by the City Commission of the Borrower, the Loan Agreement, an Trust Indenture dated as of December 1, 2006 (the "Indenture ") between the 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 2 of 3 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 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 of 3 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 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, uis R. Figueredo City Attorney �a LRF/lcm Bryant e Miller • Olive ATTORNEYS AT LAW CLOSING DOCUMENT NO. VIA(e) Members of the City Commission of the City of South Miami, Florida South Miami, Florida Florida Municipal Loan Council Tallahassee, Florida January 9, 2007 MBIA 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 1, 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 I, Florida Statutes, as amended (collectively hereinafter referred to as the "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' TAMPA 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 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. �&P& " )"qA- Form 8038 -G (Rev. November 2000) Department of the Treasury Internal Revenue Service Information Return for Tax - Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No. 1545 -0720 ► See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC. o rt:nn IIrathnrity If Amended Return, check here ► 1 Issuer's name 2 Issuer's employer identification number City of South Miami, Florida 59: 6000431 3 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 4 Report number 6130 Sunset Drive (d) Weighted average maturity 3 1 5 City, town, or post office, state, and ZIP code 6 Date of issue South Miami, Florida 33143 January 9, 2007 7 Name of issue 8 CUSIP number Florida Municipal Loan Council Revenue Bonds, Series 2006 342815VW4 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative I JoUnda herring, Bond Counsel ( 305 ) 374 -7349 FERM Type of Issue (check applicable box(es) and enter the issue rice) See instructions and attach schedule 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . 12 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . 13 14 ❑ Public safety. . . 14 15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . 15 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 ❑ Utilities . . . . . 17 18 [0 Other. Describe ► Capital imp* rovereits 18 1 5,629,708.40 19 If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► ❑ 20 If obligations are in the form of a lease or installment sale, check box ► ❑ _c nwG.....a:...... f`,,.r, r,htr, F-, tho entira iccria fnr tnrhirh thi¢ fnrm iS hoina flled. -. vur► ou�+r w. �.v„� ,vw .— ... .- _........ ....,...... ...... -.. _. _ . -' ' -- — - (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 October 1, 2036 $ 5,629,708.40 $ 5,625,000.00 18.3609 ears 4.4913 T Uses of Proceeds or Bona issue turiciluoing unuerwnier s uwbwur r:.y 22 -0' 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . 23 5,629,708.40 23 issue price of entire issue (enter amount from line 21, column (b)) . . _ _ , 24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 74,995.63 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 51,834.42 26 Proceeds allocated to reasonably required reserve or replacement fund . . 26 -0- 27 Proceeds used to currently refund prior issues . . . . . . . . 27 -0- 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 -0- 29 126,830.05 29 Total (add lines 24 through 28) . . . . . . . . . . . . . .. . . . .. . . . . 30 Nonrefundin proceeds of the issue (subtract line 29 from line 23 and enter amount here) . 30 5,502,878.35 HTM Description of Refunded Bonds (Complete this part only for refunding bonds. • 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► NIA years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . , ► NIA years 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► NIA 34 Enter the date(s) the refunded bonds were issued ► NIA , Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35 NIA 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a -0- 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 37a b If this issue is a loan made from the proceeds of another tax - exempt issue, check box ► ® 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)(13)()(III) (small issuer exception), check box . . . ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box ► ❑ 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. Sign Here ' tCS 0� .---� January 9, 2007 ©� W. Ajibola Bolugun, Asst City Mgr. Signature of issuer's au ' ed representative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No. 637735 Form 8038 -G (Rev. 11 -2000) !M CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated as of December 1, 2006 (the "Continuing Disclosure Agreement ") is executed and delivered by City of South Miami, a Florida municipal corporation ( "Borrower "), and by Florida League of Cities, Inc., a Florida corporation not - for - profit, as Dissemination Agent (the "Dissemination Agent ") hereunder. Additional capitalized terms used herein shall have the meanings ascribed thereto in Section 2 hereof. SECTION 1. Nature of Undertaking. This Continuing Disclosure Agreement constitutes an undertaking by the Borrower under paragraph (b)(5) of the Rule to provide Financial Information and notice of the occurrence of certain events with respect to the Bonds, as provided in paragraph (b)(5)(i)(C) of the Rule, and otherwise to assist the Participating Underwriter in complying with paragraph (b)(5) of the Rule with respect to the Offering of the Bonds. Among other things, the Borrower is hereby undertaking (i) to disseminate an Annual Report not later than 270 days after the end of each Fiscal Year of the Borrower in accordance with Section 4 hereof, which contains Financial Information with respect to the Borrower, (ii) if an Annual Report does not contain the Audited Financial Statements, to disseminate the Audited Financial Statements in accordance with Section 4 hereof as soon as practicable after they shall have been approved by the Governing Body, (iii) to provide notice in a timely manner, in accordance with Section 6 hereof, of the occurrence of any of the Listed Events related to the Borrower and (iv) to provide notice in a timely manner, in accordance with Section 4(e) hereof, of any failure to disseminate an Annual Report in accordance with the preceding clause (i) of this sentence. SECTION 2. 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 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/or Operating Data set forth in such Continuing Disclosure Certificate and the effect of the changes on the types of Financial Information and /or Operating Data being provided in such Annual Report; and (d) in the event that the Borrower authorizes a change in the accounting principles by which its Audited Financial Statements are prepared, contains (in the case of the Annual Report disseminated on or immediately after the date of such change) (1) a comparison between the Financial Information prepared on the basis of the new accounting principles which is contained in such Annual Report and the Financial Information prepared on the basis of the former accounting principles which was contained in the previous Annual Report disseminated immediately prior to such Annual Report and (2) a discussion of the differences between such accounting principles and the effect of such change on the presentation of the Financial Information being provided in such Annual Report. "Annual Report Certificate" means an Annual Report Certificate in the form attached hereto as Exhibit A. "Annual Report Date" means the date which is 270 days. after the end of a Fiscal Year. "Audited Financial Statements" means the financial statements of the Borrower which have been examined by independent certified public accountants in accordance with generally accepted auditing standards. "Bondholder" means (i) the registered owner of a Bond and (ii) the beneficial owner of a Bond, as the term "beneficial owner" is used in any agreement with a securities depository for the Bonds and as the term may be modified by an interpretation by the SEC of paragraph (b)(5) of the Rule. "Bonds" means the $22,365,000 Florida Municipal Loan Council Revenue Bonds, Series 2006. "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 Borrower to the Dissemination Agent pursuant to Section 5 hereof. "Dissemination Agent" means Florida League of Cities, Inc., acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent which is appointed pursuant to Section 3 hereof or to which the responsibilities of Dissemination Agent under this Continuing Disclosure Agreement shall have been assigned in accordance with Section 9 hereof. "Event Notice" means notice of the occurrence of a Listed Event. "Final Official Statement" means the Final Official Statement prepared in connection with the Offering of the Bonds. "Financial Information" means financial information related to the Borrower of the types identified in the Continuing Disclosure Certificate most recently delivered by the Borrower to the Dissemination Agent in accordance with Section 5 hereof. The Financial Information (i) shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such -2- Financial Information, and (ii) shall be prepared on the basis of the Audited Financial Statements to be provided to the Dissemination Agent concurrently with the Annual Report, provided that, if the Audited Financial Statements are to be provided to the Dissemination Agent subsequent to the date that the Annual Report is provided to the Dissemination Agent, such Financial Information may be prepared on the basis of the Unaudited Financial Statements. "Governing Body" shall mean the governing body of the Borrower which shall approve the Audited Financial Statements. "Indenture" means the Trust Indenture dated of even date herewith by and between Florida Municipal Loan Council, as Issuer, and the Trustee thereunder. "Insurer" means MBIA Insurance Corporation. "Issuer" means Florida Municipal Loan Council. "Loan Agreement" means the Loan Agreement dated of even date herewith, between the Issuer and the Borrower. "Listed Events" means any of the events which are set forth in Section 6 hereof. "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means, as of the date of determination, any Nationally Recognized Municipal Securities Information Repository for purposes of paragraph (b)(5) of the Rule. "Offering" means the primary offering of the Bonds for sale by the Participating Underwriter. "Operating Data" means operating data of the types identified in the Continuing Disclosure Certificate most recently delivered by the Borrower to the Dissemination Agent in accordance with Section 5 hereof. The Operating Data shall be prepared for the Fiscal Year immediately preceding the date of the Annual Report containing such Operating Data. "Participating Underwriter" means Banc of America Securities LLC. "Rating Agencies" means Fitch, Inc. and Standard & Poor's Ratings Services. "Repository" or "Repositories" means the NRMSIRs and the SIDs, either individually or collectively, as the context requires. "Rule" means Rule 15c2 -12 adopted by the SEC under the Securities Exchange Act of 1934, as amended, as the Rule may be amended from time to time, or any successor provision thereto. -3- "SEC" means the Securities and Exchange Commission. "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 perform its obligations hereunder, the Borrower shall discharge such obligations until such time as the Borrower shall appoint a successor Dissemination Agent or the then appointed and acting Dissemination Agent shall resume the performance of such m 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- Repository, the Trustee, the Issuer, the Rating Agencies and the Insurer within five (5) Business Days after receipt thereof from the Borrower. (d) The Dissemination Agent shall provide the Issuer, the Borrower and the Trustee written confirmation that the Annual Report and, if received separately in accordance with Section 4(b) hereof, the Annual Financial Statements, were provided to each Repository in accordance with Section 4(c) hereof. (e) If the Dissemination Agent shall not have filed the Annual Report by the Annual Report Date, the Dissemination Agent shall so notify the Borrower, the Repositories, the Trustee and the Insurer within five (5) Business Days of the Annual Report Date. SECTION 5. Continuing Disclosure Certificates. (a) The Borrower shall prepare a Continuing Disclosure Certificate in the form attached hereto as Exhibit B in connection with the Offering of the Bonds and shall deliver the same to the Dissemination Agent for dissemination to the Participating Underwriter, Issuer and Trustee. (b) Prior to the deletion or substitution of any Financial Information and Operating Data from the information listed in Exhibit B hereto the Borrower will obtain an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to of the Borrower) addressed to the Issuer, the Participating Underwriter, the Trustee and the Dissemination Agent to the effect that the Financial and Operating Data to be provided will comply with the Rule, as in effect on the date of the Offering of the Bonds and taking into account any amendment or interpretation of the Rule by the.SEC or any adjudication of the Rule by a final decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery of this Continuing Disclosure Agreement. The Dissemination Agent is entitled to rely on such opinion without further. investigation. (c) Notwithstanding Section 5(b) hereof, the Borrower shall not be required to comply with Section 5(b) hereof if such Section shall no longer be deemed to be required in order for this Continuing Disclosure Agreement to comply with the Rule as a result of the adoption, rendering or delivery of (i) an amendment or interpretation of the Rule by the SEC, (ii) an adjudication of the Rule by a final decision of a court of competent jurisdiction or (iii) an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to the Borrower), in each case, to that effect. (d) Any delivery of a Continuing Disclosure Certificate pursuant to Section 5(b) hereof shall not be deemed to be an amendment to this Continuing Disclosure Agreement and shall not be subject to the provisions of Section 8 hereof. SECTION 6. Reporting of Listed Events. (a) This Section 6 governs the provision of Event Notices relating to Listed Events with respect to the Bonds. The following events are "Listed Events": (i) principal and interest payment deficiencies; -5- (ii) non- payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers or their failure to perform; (vi) adverse tax opinions or events affecting the tax- exempt status of the Bonds; (vii) modifications to the rights of the holders of the Bonds; (viii) optional, contingent or unscheduled redemption calls; (ix) defeasances; (x) release, satisfaction or sale of property securing repayment of the Bonds; and (xi) rating changes; s provided that each of the Listed Events shall be interpreted in accordance with any interpretation of the Rule by the SEC or adjudication of the Rule by a final decision of a court of competent jurisdiction which may occur subsequent to the date of the original execution and delivery hereof. (b) Whenever the Borrower obtains actual knowledge of the occurrence of any of the Listed Events with respect to or caused by the Borrower, the Borrower shall, on a timely basis and in any event within ten (10) Business Days, determine whether the occurrence of such event is material to any of the Bondholders. (c) If the Borrower determines that the occurrence of any of the Listed Events is material to any of the Bondholders, the Borrower shall promptly notify the Dissemination Agent of such determination in writing and instruct the Dissemination Agent to provide Event Notice in accordance with Section b(e) hereof. (d) If the Borrower determines that the occurrence of the Listed Event described in such notice is not material, the Borrower shall notify the Dissemination Agent of such determination, and no Event Notice shall be provided pursuant to Section 6(e) hereof. The determination of the Borrower under this paragraph (d) shall be conclusive and binding on all parties hereto. M (e) If the Borrower instructs the Dissemination Agent to provide an Event Notice pursuant to Section 6(c) hereof, the Dissemination Agent shall, within three (3) Business Days thereafter, file an Event Notice with each Repository, the Trustee, the Rating Agencies, the Issuer and the Insurer. The Dissemination Agent shall provide the Borrower, the Issuer and the Trustee written confirmation that such Event Notice was provided to each Repository in accordance with this Section 6(e). (f) Notwithstanding the foregoing, an Event Notice with respect to a Listed Event described in Section 6(a)(viii) or (ix) shall not be given under this Section 6 any earlier than the notice (if any) of such event is given to the affected Bondholders pursuant to the Indenture, as confirmed to the Dissemination Agent by the Trustee. The Dissemination Agent shall have no liability for failure of notice given to Bondholders if it does not receive the necessary confirmation from the Trustee after written request. (g) Notwithstanding the foregoing, whenever the Borrower authorizes a change in either its Fiscal Year or the accounting principles by which its Audited Financial Statements are prepared, the Borrower shall provide the Dissemination Agent with written notice of such change and instruct the Dissemination Agent to file a copy of such notice with each Repository, the Issuer, the Insurer, the Rating Agencies and the Trustee, and the Dissemination Agent shall, within three (3) Business Days thereafter, file a copy of such notice with each Repository, the Issuer, the Insurer, the Rating Agencies and the Trustee. The Dissemination Agent shall provide the Borrower written confirmation that such notice was provided to each Repository in accordance with this Section 6(g). SECTION 7. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent (i) the Borrower from disseminating any information or notice of the occurrence of any eventusing the means of dissemination specified in this Continuing Disclosure Agreement or other means or (ii) the Borrower from including in an Annual Report any information which shall be in addition to the Financial Information, Operating Data and Audited or Unaudited Financial Statements required by Section 4 hereof to be included in such Annual Report, provided that this Continuing Disclosure Agreement shall not be deemed to require the Borrower to include or update any such additional information in any subsequently prepared Annual Report. SECTION 8. Amendments: Waivers. This Continuing Disclosure Agreement may be amended, and any provision hereof may be waived, by the parties hereto if, prior to the effective date of any such amendment or. waiver, the Borrower delivers to the Dissemination Agent, the Issuer and the Trustee an opinion of nationally recognized disclosure counsel (which may also act as outside counsel to one or more members of the Borrower), to the effect that this Continuing Disclosure Agreement (taking into account such amendment or waiver) complies with the Rule, as in effect on the date of the Offering of Bonds or after the execution and delivery of this Continuing Disclosure Agreement, taking into account any amendment or interpretation of the Rule by the SEC or any adjudication of the Rule by a final decision of a court of competent jurisdiction which may have occurred subsequent to the execution and delivery of this Continuing -7- Disclosure Agreement. The Dissemination Agent shall notify the Repositories of any such amendment and shall provide the Repositories with a copy of any such amendment. SECTION 9. 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 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 determining compliance for any information submitted hereunder with any law, rule or regulation or the terms of this agreement. The Dissemination Agent shall have no responsibility for disseminating information not delivered to it or giving notice of non - delivery except as specifically required hereunder; and (c) The parties to this Continuing Disclosure Agreement acknowledge and agree that the Borrower assumes no obligations hereunder other than those specifically assumed by the Borrower herein. SECTION 12. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure Agreement shall terminate at such time as the Loan Agreement terminates. In 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 of the State of Florida. W 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: " Qr- FLORIDA LEAGUE OF CITIES, INC., as Dissemination Agent -10- Its: Executive Director IN WITNESS WIIEREOF, 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 Its: FLORIDA LEAGUE OF CITIES, INC., -10- EXHIBIT A Form of Annual Report Certificate The undersigned duly appointed and acting of City of South Miami, Florida, a Florida municipality, as Borrower under the Continuing Disclosure Agreement (hereinafter described) (the "Borrower "), hereby certifies on behalf 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 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 [Audited /Unaudited] Financial Statements. [Such Audited Financial Statements are included as part of the Annual Report.] [Because the Audited Financial Statements have not been approved by the Governing Body as of the date hereof, the Unaudited Financial Statements have been included as part of the Annual Report. The Unaudited Financial Statements have been prepared on a basis substantially consistent with such Audited Financial Statements. The Borrower shall deliver such Audited Financial Statements to the Dissemination Agent as soon as practicable after they have been approved by the Governing Body.] A -1 IN WITNESS WBEREOF, 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 , Acknowledgment of Receipt: as Dissemination Agent : Its: A -2 City of South Miami, Florida, as Borrower LN Its: f Ir, Y 1i:3 Form of Section 5(a) Continuing Disclosure Certificate Florida League of Cities, Inc. 301 Bronough Street Tallahassee, Florida 33401 The undersigned duly authorized signatory of City of South Miami, Florida (the "Borrower ") hereby certifies on behalf of the Borrower pursuant to the Continuing Disclosure Agreement dated as of December 1, 2006 (the "Continuing Disclosure Agreement ") executed and delivered by the Borrower and accepted by Florida League of Cities, Inc., as Dissemination Agent (the "Dissemination Agent "), as follows: 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 the 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. M. 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 LOA Its: Executive Director City of South Miami, Florida, as Borrower By: R5" Its: SAS h an4 er- MN 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 to Acknowledgment of Receipt: Its: $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 Chapter 163, Part I, Florida Statutes, and other applicable provisions of law, and a Trust Indenture, dated as of December 1, 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 1, 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 "); (4118/16/00095368,DOCv2) (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 Miami 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 MBIA 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 (4118116/00095368.DOCv2) 2 (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. 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. 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 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. (4118/16/00095366.DOCv2) 3 8. 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 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 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 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 (9118/16/00095368.DOCv2) 4 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 arVamount 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 South 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(x) 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 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 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) 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 1O3(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, pay or 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 "). 14118/16/00095368.DOCv21 6 (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 (4118/16/00095368.DOCv2) 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 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 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 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 Ioan 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 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. 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) 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 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 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 Council or 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 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.DOCv21 9 TAX CERTIFICATE IN WITNESS WHEREOF, we have hereunto set our hands on this 9th day of January, 2007. . r/J {4118/16/00095368.DOCv1} S-1 FLORIDA MUNICIPAL LOAN COUNCIL TAX CERTIFICATE CITY OF SOUTH MIAMI, FLORIDA By:Q -i� Finance Director (9118/16/00095368.DOCv1) S-2 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC (Finance 6.000 numbers:2006) Page 1 SOURCES AND USES OF FUNDS 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 Sources: Bond Proceeds: Paz Amount 51625,000.00 Net Premium 4,708.40 5,629,708.40 Uses: Project Fund Deposits: South Miami Project Fund 5,500,000.00 Delivery Date Expenses: Cost of Issuance 41,301.88 Underwriter's Discount 33,693.75 Surety Bond Fee 5,666.67 Bond Insurance 46,167.75 126,830.05 Other Uses of Funds: Additional Proceeds 2,878.35 " 5,629,708.40 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC (Finance 6.000 numbers:2006) Page 2 BOND SUMMARY STATISTICS 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 Last Maturity 10/01/2036 Arbitrage Yield 4.491346% True Interest Cost (TIC) 4.465979% Net Interest Cost (MC) 4.455899% All -In TIC 4.726153% Average Coupon 4.428041% Average Life (years) 18.497 Duration of Issue (years) 12.083 Par Amount 5,625,000.00 Bond Proceeds 5,629,708.40 Total Interest 4,607,099.45 Net Interest 4,636,084.80 Total Debt Service 10,232,099.45 Maximum Annual Debt Service 349,250.00 Average Annual Debt Service 344,193.22 Underwriter's Fees (per $1000) 5,625,000.00 Average Takedown 4.654444 Other Fee 1.335556 Total Underwriter's Discount 5.990000 Bid Price 99.484705 Par Average Average Bond Component Value Price Coupon Life Serial Bonds 2,890,000.00 101.013 4.280% 11.774 Term Bond due 2031 1,215,000.00 99.403 4.500% 22.822 Term Bond due 2036 1,520,000.00 98.861 4.500% 27.820 5,625,000.00 18.497 All -In Arbitrage TIC TIC Yield Paz Value 5,625,000.00 5,625,000.00 5,625,000.00 + Accrued Interest + Premium (Discount) 4,708.40 4,708.40 4,708.40 - Underwriter's Discount (33,693.75) (33,693.75) - Cost of Issuance Expense (41,301.88) - Other Amounts i (51,834.42) (51,834.42) Target Value 5,596,014.65 5,502,878.35 5,577,873.98 Target Date 01/09/2007 01/09/2007 01/09/2007 Yield 4.465979% 4.726153% 4.491346% M U DA 4L n O O N H V lV G O O �O N CUC td V ,-a a U N (/J U N w O CA T b N A-. ss 00 M (V ID O O N 00 U U O O O O O O O O O O Op O O O O O O O O O O O 30 N 0 0 0 N In h h h h g O O O O O 0 0 4 0 O O 'cy ..r cV N lV MMM MMMVj V1 Yf hhhh�� F A b O O �t �O �O Q\ 00 l� O 0? <Y V•1 V N �0 M N n vl MOB O0� Vi N d't�Mt�OO W O�V1 M-•i f�i OC d' M oo O� O t, O 1� O 7.00 h Q u O O •� OO a O O �0 �D O O • U❑ 0O 00 c o \ K. u° b� o0 M ay U' W �O d U G 00 M O D\ ? 00 d• M oo V l 00 N h b t~ N M In h M M M M 00 t� M M O O Q� t� O� M G ti F M �O O M h Vt O M 00 h N N a0 N 00 Vl O� �O N V 6D ,'^r '., n. 0 0 00 00 00 00 0o co 00 0o r r c o o0 'q 0 000000000 rna, a, 0\ m � ��e�oeve000va�oeevoo 0 c� 00000000000000000000 CI �D 00 N c M O\\0O Mt- 00 •�O\ -� M r- a, h 140 "R [� t� o0 0) 0\ C� ^' N N M M M M O M M M M M M M M m M M M V C Cn N o 0 0 0 0 0 e 0 0 0 0 0 0 > a o e o e o c> 0 0 0 0 0 0 0 0 0 O O O O h cq N h h N /' f O O 0 0 0 0 0 0 0 0 0 0 0 0 0^ O O O O O O O O O O O O O O O h •a Cf V• 4 4 a h V 00000OOOOOOOOOOOOOOOO 0 0 000000000000000000000 0 0 0 000000000000000000000 0 0 O O O Vl O O h O !t h O O h h O O Vl " h O M O �.v+..b bt: oo OHO. NN N t`O c O--- ��.� -. � ��N NNNNN N M � _ M � - O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N � � N � N � N C �_ � � �_ � � � N � � � N �a+1 A 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O O O 0 0 0 0 0 0 O O O In en en N N �? 'aU• V Go �O 0 0 LO Ca V � to F O n S 0 N h a C> o' N H H N �rr G C O O O �D d v w U a 7 U O U N W O U T b N K3 d V LL 00 M tV �o O O N a0 U N Q o O o 0 0°, o a n v7 0 Ov O U w N N N o 00 0o M p r b O O b,� U_ N N 6 cn O A •Ir �G Q w 3 � o � o V Q F a� A °o. � ❑ or � •j a..G 3 Q � U .d U Qc]w aa. o : A3 ..¢ z Dec 18, 2006 2:38 pm Prepared by Banc 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 10/0112007 70,000 4.000% 179,893.03 249,893.03 10101/2008 100,000 4.000% 244,381.26 344,381.26 10/01/2009 100,000 4.000% 240,381.26 340,381.26 10/01/2010 105,000 4.000% 236,381.26 341,381.26 10/0112011 110,000 4.000% 232,181.26 342,181.26 10/01/2012 115,000 4.000% 227,781.26 342,781.26 10/01/2013 120,000 4.000% 223,181.26 343,181.26 10/01/2014 125,000 5.000% 218,381.26 343,381.26 10/01/2015 130,000, 5.000% 212,131.26 342,131.26 10/01/2016 135,000 5.000% 205,631.26 340,631.26 10/01/2017 145,000 5.000% 198,881.26 343,881.26 10/01/2018 150,000 5.000% 191,631.26 341,631.26 10/01/2019 160,000 4.000% 184,131.26 344,131.26 10/01/2020 165,000 4.125% 177,731.26 342,731.26 10/01/2021 175,000 4.125% 170,925.00 345,925.00 10/01/2022 180,000 4.125% 163,706.26 343,706.26 10/01/2023 190,000 4.125% 156,281.26 346,281.26 I0/01/2024 195,000 4.125% 148,443.76 343,443.76 10/01/2025 205,000 4.125% 140,400.00 345,400.00 10/01/2026 215,000 4.125% 131,943,76 346,943.76 10/01/2027 220,000 4.500% 123,075.00 343,075.00 10/01/2028 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 10/01/2031 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 10/01/2034 305,000 4.500% 42,975.00 347,975.00 10/01/2035 320,000 4.500% 29,250.00 349,250.00 10/01/2036 330,000 4.500%. 14,850.00 344,850.00 5,625,000 4,607,099.45 10,232,099.45 Dec 18, 2006 2:38 pm Prepared by Banc 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 Ending Total Debt Service Trustee Fee Admin Fee Net Debt Service 10/01/2007 249,893.03 486 4,093.75 254,472.78 10/01/2008 344,381.26 648 5,555.00 350,584.26 10/01/2009 340,381.26 648 5,455.00 346,484.26 10/01/2010 341,381.26 648 5,355.00 347,384.26 10/01/2011 342,181.26 648 5,250.00 348,079.26 10 101/2012 342,781.26 648 5,140.00 348,569.26 10/01/20I3 343,181.26 648 5,025.00 348,854.26 10/01/2014 343,381.26 648 4,905.00 348,934.26 10101/2015 342,131.26 648 4,780.00 347,559.26 10/01/2016 340,631.26 648 4,650.00 345,929.26 10/01/2017 343,881.26 648 4,515.00 349,044.26 10/01/2018 341,631.26 648 4,370.00 346,649.26 10/01/2019 344,131.26 648 4,220.00 348,999.26 10/01 /2020 342,731.26 648 4,060.00 347,439.26 10/01/2021 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 10/01/2024 343,443.76 648 3,350.00 347,441.76 10/01/2025 345,400.00 648 3,155.00 349,203.00 10/01/2026 346,943.76 648 2,950.00 350,541.76 10/01/2027 343,075.00 648 2,735.00 346,458.00 10/0112028 343,175.00 648 2,515.00 346,338.00 10/01/2029 347,825.00 648 2,285.00 350,758.00 10/01/2030 346,800.00 648 2,040.00 349,488.00 10/01/2031 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 10/01/2034 347,975.00 648 955.00 349,578.00 10/01/2035 349,250.00 648 650.00 350,548.00 10/0112036 344,850.00 648 330.00 345,828.00 10,232,099.45 19,278 104,043.75 10,355,421.20 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC (Finance 6.400 numbers:2006) Page 7 NET DEBT SERVICE Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Date Total Debt Service Trustee Fee Admin Fee Net Debt Service 04/01/2007 56,302.40 1,281.25 57,583.65 10/01/2007 193,590.63 486 2,812.50 196,889.13 04/01/2008 1,22,190.63 2,777.50 124,968.13 10 /01/2008 222,190.63 648 2,777.50 225,616.13 04/01/2009 120,190.63 2,727.50 122,918.13 10/01/2009 220,190.63 648 2,727.50 223,566.13 04/01/2010 118,190.63 2,677.50 I20,968.13 10101/2010 223,190.63 648 2,677.50 226,516.13 04/0112011 116,090.63 2,625.00 118,715.63 10101/2011 226,090.63 648 2,625.00 229,363.63 04101/2012 113,890.63 2,570.00 116,460.63 10/01/201.2 228,890.63 648 2,570.00 232,108.63 04/01/2013 111,590.63 2,512.50 114,103.13 10/01/2013 231,590.63 648 2,512.50 234,751.13 04/01/2014 109,190.63 2,452.50 111,643.13 10/01/2014 234,190.63 648 2,452.50 237,291.13 04/01/2015 106,065.63 2,390.00 108,455.63 1010112015 236,065.63 648 2,390.00 239,103.63 04/01/2016 102,815.63 2,325.00 105,140.63 10/01 /2016 237,815.63 648 2,325.00 240,788.63 04/01/2017 99,440.63 2,257.50 101,698.13 10/01/2017 244,440.63 648 2,257.50 247,346.13 04/01 /2018 95,815.63 2,185.00 98,000.63 10/01/2018 245,815.63 648 2,185.00 248,648.63 04/0112019 92,065.63 2,110.00 94,175.63 10/01/2019 252,065.63 648 2,110.00 254,823.63 04/01/2020 88,865.63 2,030.00 90,895.63 10/01 /2020 253,865.63 648 2,030.00 256,543.63 04/01/2021 85,462.50 1,947.50 87,410.00 10/01/2021 260,462.50 648 1,947.50 263,058.00 04/01 /2022 81,853.13 1,860.00 83,713.13 1010112022. 261,853.13 648 1,860.00 264,361.13 04/01/2023 78,140.63 1,770.00 79,910.63 10/0112023 268,140.63 648 1,770.00 270,558.63 04/01/2024 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 70,200.00 1,577.50 71,777.50 10/01/2025 275,200.00 648 1,577.50 277,425.50 04/01/2026 65,971.88 1,475.00 67,446.88 10101 /2026 280,971.88 648 1,475.00 283,094.88 04101/2027 6I,537.50 1,367.50 62,905.00 10 /01 /2027 281,537.50 648 1,367.50 283,553.00 04/01 /2028 56,587.50 1,257.50 57,845.00 10 /01 /2028 286,587.50 648 1,257.50 288,493.00 04/01 /2029 51,412.50 1,142.50 52,555.00 10/01 /2029 296,412.50 648 1,142.50 298,203.00 04/01 /2030 45,900.00 1,020.00 46,920.00 10 /01 /2030 300,900.00 648 1,020.00 302,568.00 04/01 /2031 40,162.50 892.50 41,055.00 10 /01 /2031 305,162.50 648 892.50 306,703.00 04/01 /2032 34,200.00 760.00 34,960.00 10/01 /2032 309,200.00 648 760.00 310,608.00 04/01 /2033 28,012.50 622.50 28,635.00 10 /01 /2033 318,012.50 648 622.50 319,283.00 04 /01 /2034 21,487.50 477.50 21,965.00 10101 /2034 326,487.50 648 477.50 327,613.00 Dec 18, 2006 2.38 pm Prepared by Banc of America Securities LLC (Finance 6.000 numbers:2006) Page 8 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 04/01/2035 14,625.00 325.00 14,950.00 I0/01/2035 334,625.00 648 325.00 335,598.00 04/01/2036 7,425.00 165.00 7,590.00 10/01/2036 337,425.00 648 165.00 338,238.00 10,232,099.45 19,278 104,043.75 10,355,421.20 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC (Finance 6.000 numbers:2006) Page 9 COST OF ISSUANCE Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers Cost of Issuance $/1000 Amount Bond Counsel Fee 1.25000 7,031.25 Bond Counsel Expenses 0.22356 1,257.55 Financial Advisor Fees 1.11782 6,287.73 Trustee Acceptance Fee 0.06707 377.26 Trustee Counsel 0.15649 880.28 League of Cities Upfront Fee 0.44713 2,515.09 MBIA Counsel Fees (estimated) 0.33535 1,886.32 Rating Agency Fee (Standard & Poors) 1.34138 7,545.27 POS /OS Printing and Mailing (estimated) 0.44713 2,515.09 Other Miscellaneous 0.17885 1,006.04 City Legal Fees (South Miami) 1.77778 10,000.00 7.34256 41,301.88 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC (Finance 6.000 numbers:2006) Page 10 Underwriter's Discount UNDERWRITER'S DISCOUNT Florida Municipal Loan Council South Miami $5.5 million for 30 years Series 2006 Final Numbers $ /1000 Amount Average Takedown 4.65444 26,181.25 Underwriter's Fees and Expenses 1.33556 7,512.50 5.99000 33,693.75 Dec 18, 2006 2:38 pm Prepared by Bane ofAmerica Securities LLC (Finance 6.000 numbers:2006) Page l I 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 Takedown Bond Component Date Amount Mond Amount Serial Bonds: 10/01/2007 70,000 1.2500 87.50 10/01/2008 100,000 2.5000 250.00 10/0112009 100,000 2.5000 250.00 10/01/2010 105,000 2.5000 262.50 10/01/2011 110,000 3.7500 412.50 10/01/2012 115,000 3.7500 431.25 10/01/2013 120,000 3.7500 450.00 10/01/2014 125,000 3.7500 468.75 10/01/2015 130,000 3.7500 487.50 10 /01 12016 135,000 3.7500 506.25 10/01/2017 145,000 5.0000 725.00 10/01/2018 150,000 5.0000 750.00 10/01/20I9 160,000 5.0000 800.00 10/01/2020 165,000 5.0000 825.00 10/01/2021 175,000 5.0000 875.00 10/0I/2022 180,000 5.0000 900.00 10/01/2023 190,000 5.0000 950.00 10/01/2024 195,000 5.0000 975.00 10/01/2025 205,000 5.0000 1,025.00 10/01/2026 215,000 5.0000 11075.00 2,890,000 4.3274 12,506.25 Term Bond due 2031: 10/01/2031 1,215,000 5.0000 6,075.00 Term Bond due 2036: 10/01/2036 1,520,000 5.0000 7,600.00 5,625,000 4.6544 26,181.25 Dec 18, 2006 2:38 pm Prepared by Banc of America Securities LLC (Finance 6.000 numbers:2006) Page 12 FORM 8038 STATISTICS 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 Bond Component Date Principal Coupon Price Issue Price Redemption at Maturity Serial Bonds: 10/01/2007 70,000.00 4.000% 100.308 70,215.60 70,000.00 10/01/2008 100,000.00 4.000% 100.693 100,693.00 100,000.00 10/01/2009 100,000.00 4.000% 101.000 101,000.00 100,000.00 10/01/2010 105,000.00 4.000% 101.309 106,374.45 105,000.00 10/01/2011 110,000.00 4.000% 101.546 111,700.60 110,000.00 10/0112012 115,000.00 4.000% 101.634 116,879.10 115,000.00 10/0112013 120,000.00 4.000% 101.588 121,905.60 120,000.00 10/01/2014 125,000.00 5.000% 108.034 135,042.50 125,000.00 10/01/2015 130,000.00 5.000% 108.373 140,884.90 130,000.00 10/01/2016 135,000.00 5.000% 108.828 146,917.80 135,000.00 10/01/2017 145,000.00 5.000% 108.575 157,433.75 145,000.00 10/01/2018 150,000.00 5.000% 108.238 162,357.00 150,000.00 10/01/2019 160,000.00 4.000% 98.232 157,171.20 160,000.00 10/012020 165,000.00 4.125% 98.807 163,031.55 165,000.00 10/012021 175,000.00 4.125% 98.206 171,860.50 175,000.00 10/012022 180,000.00 4.125% 97.897 176,214.60 180,000.00 10/012023 190,000.00 4.125% 97.572 185,386.80 190,000.00 10/012024 195,000.00 4.125% 96.993 189,136.35 195,000.00 10/012025 205,000.00 4.125% 96.634 198,099.70 205,000.00 1010112026 215,000.00 4.125% 96.265 206,969.75 215,000.00 Term Bond due 2031: 10/012027 220,000.00 4.5000/a 99.403 218,686.60 220,000.00 10/01/2028 230,000.00 4.500% 99.403 228,626.90 230,000.00 10/01/2029 245,000.00 4.500% 99.403 243,537.35 245,000.00 10/01 /2030 255,000.00 4.500% 99.403 253,477.65 255,000.00 10/01/2031 265,000.00 4.500% 99.403 263,417.95 265,000.00 Term Bond due 2036: 10/01/2032 275,000.00 4.500% 98.861 271,867.75 275,000.00 10/012033 290,000.00 4.500% 98.861 286,696.90 290,000.00 10/01/2034 305,000.00 4,500% 98.861 301,526.05 305,000.00 10/012035 320,000.00 4.500% 98.861 316,355.20 320,000.00 10/012036 330,000.00 4.500% 98.861 326,241.30 330,000.00 5,625,000.00 5,629,708.40 5,625,000.00 Stated Weighted Net Maturity Interest Issue Redemption Average Interest Date Rate Price at Maturity Maturity Yield Cost Final Maturity 10/012036 4.500% 326,241.30 330,000.00 Entire Issue 5,629,708.40 5,625,000.00 18.3609 4.4913% 4.4525% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 74,995.63 Proceeds used for credit enhancement 51,834.42 Proceeds allocated to reasonably required reserve or replacement fund 0.00 EXHIBIT B January 9, 2007 Florida Municipal Loan Council Tallahassee, Florida City of South Miami South Miami, Florida 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 connection 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 :rc 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 (4118/16/00095368.DOCv21 B-1 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. BANC OF AMERICA SECURITIES LLC By: Patricia A. Garrad Principal {4118/16/00095368.D0Cv21 B-2 EXHIBIT C [ATTACH MBIA LETTER OF REPRESENTATIONS] {4118/16/00095368.DOCv2} C -1 4J C Capital Strength. Triple -A Performance. TAX CERTIFICATE Florida Municipal Loan Council c/o Florida League of Cities 301 South Bronough Street Tallahassee, FL 32301 MBIA Insurance Corporation 113 King Street, Armonk, NY 10504 Tel 914 -273 -4545 www.mbia.com Re: $22,365,000 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. MC3IA 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 By t Assi ant S creta EXHIBIT D 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 Ietter 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 -1 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 1, 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 (4118/16/00095368.D0Cv2) D -2 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 Banc 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. "Gross 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 Council or 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 (4118/16/00095368.DOCv2). D -3 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 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 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 Banc 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. " Nonpurpose 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) 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 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.UOCv2) D-4 "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' 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 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 pay or cause to be paid to the United States Government the following amounts: (4118/16/00095368.DOCv2) D -5 (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 with 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 (e) maturity date; (f) 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 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 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 (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 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 (f), 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.DOCv21 D -7 (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) 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 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 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 Council or 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. (4118/16/00095368.1)OCv21 D -8 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 "arbitrage bonds ". [Remainder of this page intentionally left blank] (4118/16/00095368.1)OCv21 D -9 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. Very truly yours, BRYANT MILLER OLIVE P.A. Received and acknowledged: City of South Miami, Florida By: Finance Director Deutsche Bank Trust Company Americas, as Trustee By: Dated: January 9, 2007 {4118/16/00095368.DOCv21 D -10 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. Very truly yours, BRYANT MILLER OLIVE P.A. Received and acknowledged: Florida Municipal Loan Council 0 City of South Miami, Florida By: i= Finance Director Deutsche Bank Trust Company Americas, as Trustee By: Dated: January 9, 2007 t4118/16/00095368.DOCv21 D -i0 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 0 City of South Miami, Florida W Finance Director Deutsche Bank Trust Company Americas, as Trustee By: VICE PRESIDFNT By. ai Bill Lee Vice President Dated: January 9, 2007 Very truly yours, D -10 BRYANT MILLER OLIVE P.A. Appendix I amending 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 of the 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 partiallyy 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 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.DOCv2l I -1 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 18 -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 18 -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 18 -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. 14118/16/00095368.1)OCv2} I -2 (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 Ieast 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. (� 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 Apvlicable 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 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 percent penalty election is made. (4118/16/00095368.DOCv2) I -3 (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 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 period 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 µspent 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 1.148 -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, {4118/16/00095368.DOCv2} I-4 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 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 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 example, 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 (ii) Net Sale Proceeds as of the end of the 1 8-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. (4118/16/00095368.DOCv2) I -5 (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. Syecial Rules Relating to RefundingS. r•.' {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 (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 of the series is issued. (j) 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. (411a/19/00095368.DC1CV2J I -6 CLOSING DOCUMENT NO. VIA(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 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 By: r Adriana Hussein Finance Director EXHIBIT "A" Estimated Dates Estimated Expenditures 02/09/07 $2,000,000.00 03/09/07 850,000.00 04/09/07 500,000.00 05/09/07 350,000.00 06/09/07 250,000.00 07/09/07 300,000.00 08/09/07 250,000.00 09/09/07 300,000.00 10/09/07 200,000.00 11/09107 500,000.00 12/09/07 93,138.62 01/09/08 407.55 CLOSING DOCUMENT NO. VI. 40) CERTIFICATE OF AUTHORIZED REPRESENTATIVE I, the undersigned City Manager of the City of South Miami, Florida (the "Borrower'), 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: f Na Yvonne 6. McKinley Title. City Manager (SEAL) CLOSING DOCUMENT NO. VIA(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 and/or 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 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 City's audited financial statements (average of actual receipts of the prior two years). 3) All capitalized undefined terms 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 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 10,917,482 112,090,453 AVERAGE NON AD VALOREM REVENUES 11,503,968 TOTAL DEBT SERVICE 1,064,616 DEBT TO BUDGET RATIO NON AD VALOREM 9.25% ui to U Q � Q O LL. L m Q Z uwj p !_0 y m LL 1 p z U W f il co f N C r es O � � N' m W M m h O) 1 ui to U Q � Q O LL. L m Q Z uwj p !_0 y m LL 1 p z U W f il w co N C r es � � m N E v Ily N 'U � >n 'D v c U N m n y co d N M C u � C fR N m N O t1 cn O U'3 7� tp fD r r r � V3 . aq -� fAl M to r c W h w m k 6s N 6M7 N W tD N tp •t A a �' o 0 c o L" m w w° O o m c rn � � h i 'LVf) � ' � m M r N O U M N N , , , , , , i a co N E A M m 2 = -2 CL -D { C O O 1 L t6 ' 'N co LO U � � � m ' N I m O O y N U') r G= N ._ LO 1p� U al O t0 st N fR o iQ h to O) O N m v to ��t0 O O N N N c {L 'N N N w