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HomeMy Public PortalAbout14-04 Amended and Restated Series CITY OF OPA-LOCKA,FLORIDA AMENDED AND RESTATED SERIES ORDINANCE NO. 14-04 Enacted on May 28,2014 Authorizing and Securing City of Opa-Locka,Florida Capital Improvement Revenue Note, Series 2014 18336161v3 1st Reading: May 14, 2014 2nd Reading: May 28, 2014 Public Hearing: May 28, 2014 Adopted: May 28, 2014 Effective Date: May 28, 2014 Sponsored by: City Manager AMENDED AND RESTATED SERIES ORDINANCE NO. 14-04 AN AMENDED AND RESTATED SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA AMENDING AND RESTATING, IN ITS ENTIRETY, SERIES ORDINANCE NO. 13-41 ENACTED ON DECEMBER 11, 2013, TO PROVIDE FOR THE ISSUANCE, PURSUANT TO AN ORDINANCE OF THE CITY PREVIOUSLY ENACTED, OF OBLIGATIONS OF THE CITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS ($8,500,000), TO BE DESIGNATED AS THE CITY OF OPA-LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2014, FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS OF THE CITY, TO FINANCE THE COST OF ACQUISITION OF A SITE WITHIN THE CITY, IF NECESSARY, AND THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A CITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON SUCH SITE OR ON A SITE OWNED BY THE CITY AS OF THE DATE HEREOF, FUNDING A RESERVE ACCOUNT FOR THE SERIES 2014 NOTE, AS PROVIDED HEREIN, AND PAYING COSTS OF ISSUANCE OF THE SERIES 2014 NOTE; PROVIDING FOR THE TERMS AND PAYMENT OF SUCH SERIES 2014 NOTE; RATIFYING THE TERM SHEET RELATING TO THE SERIES 2014 NOTE PROVIDED BY CITY NATIONAL BANK OF FLORIDA, AS THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES OF THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE; MAKING OR PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DESIGNATING THE CITY AS THE REGISTRAR AND PAYING AGENT FOR THE SERIES 2014 NOTE; AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT WITH THE LENDER OF THE SERIES 2014 NOTE TO SET FORTH MATTERS RELATING TO THE SERIES 2014 NOTE AS REQUIRED BY SUCH PURCHASER OR OTHERWISE NECESSARY AND APPROPRIATE, SUBJECT TO THE PARAMETERS SPECIFIED HEREIN AND CONSISTENT WITH THE APPROVED TERM SHEET PROVIDED BY THE LENDER; AUTHORIZING CITY OFFICIALS TO 1 18336161v3 DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2014 NOTE; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR CONFLICT AND REPEALER; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 11, 2013, the City of Opa-Locka, Florida (the "City") enacted an ordinance (the "Master Ordinance") providing for the issuance from time to time thereunder of Obligations (as defined in the Master Ordinance) (all capitalized terms not otherwise defined herein having the meaning ascribed thereto in the Master Ordinance or in the hereinafter defined Series 2014 Note Agreement); and WHEREAS, among other matters, the Master Ordinance authorizes, in general terms, the issuance of the Series 2014 Note (hereinafter defined) in an aggregate principal amount not exceeding $8,500,000, subject to the matters to be set forth in a Series Ordinance with respect to the Series 2014 Note; and WHEREAS, on December 11, 2013, the City enacted Series Ordinance No. 13-41 (the "Original Series Ordinance"); and WHEREAS, for the reasons more fully set forth in Resolution No. 14-8790 of the City adopted on April 11, 2014 (the "Resolution"), it is necessary and appropriate to amend and restate, in its entirety, the Original Series Ordinance hereby; and WHEREAS, pursuant to the Resolution, the City approved the acceptance of a "Term Offer" letter (the "Term Sheet") from City National Bank of Florida (the "Lender") setting forth the principal terms and conditions upon which the Lender has offered to purchase the Series 2014 Note from the City to finance, together with other legally available funds of the City, the Series 2014 Project (hereinafter defined); and WHEREAS, the City desires to provide for the issuance of the Series 2014 Note on terms and conditions consistent with the Term Sheet, subject to the Parameters (hereinafter defined); and WHEREAS, the Series 2014 Note will be secured by the Pledged Funds on a parity with any Additional Obligations and Refunding Obligations outstanding from time to time under the Master Ordinance, subject to the provisions hereof and the Series 2014 Note Agreement (hereinafter defined); and WHEREAS, the City desires to enact this Amended and Restated Series Ordinance (the "2014 Series Ordinance") as a Series Ordinance with respect to the Series 2014 Note within the meaning of the Master Ordinance to amend and restate, in its entirety, the Original Series Ordinance (this 2014 Series Ordinance, together with the Master Ordinance, being referred to as the "2014 Ordinance"); and WHEREAS, the City Commission hereby declares and determines that the Series 2014 Project serves a valid paramount public and municipal purpose of the City; and 2 18336161 v3 WHEREAS, pursuant to Section 218.385, Florida Statutes, an authorized officer of the Lender will deliver to the City a disclosure statement and truth-in-bonding statement on behalf of the Lender, and an authorized officer of the Lender will deliver a customary lender's certificate, each as a condition to the issuance and delivery of the Series 2014 Note; and WHEREAS, the City Commission desires to approve the execution and delivery of additional instruments and the taking of appropriate actions by authorized representatives of the City in connection with the Series 2014 Note, all as more fully set forth herein. NOW, THEREFORE, BE IT ENACTED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: Section 1. Recital. The recitals to the preamble herein are incorporated by reference. Section 2. Authorization. (a) For purposes of the 2014 Ordinance, the "Series 2013 Note" and "Series 2013 Project," as such terms are defined in the Master Ordinance, are hereby re-designated as the "Series 2014 Note" and "Series 2014 Project," respectively. The Series 2014 Project shall include the acquisition of a site within the City if the City determines, by subsequent proceedings, to acquire such site rather than to use a site currently owned by the City on which to construct a City administration building and related facilities as part of the Series 2014 Project, and working capital relating to the Series 2014 Project, to the extent permitted by the Code. (b) The Series 2014 Note shall be issued under and secured by the 2014 Ordinance. This 2014 Series Ordinance shall be deemed to be a Series Ordinance with respect to the Series 2014 Note within the meaning of the Master Ordinance. The Series 2014 Note shall be issued as a Tax-Exempt Obligation for the purpose of providing funds, together with other legally available funds of the City, to (i) finance the Cost of the Series 2014 Project, (ii) fund the Series 2014 Reserve Account (hereinafter defined) for the Series 2014 Note, and (ii) pay the Costs of issuance of the Series 2014 Note. The City Commission hereby finds that the issuance of the Series 2014 Note and the application of the proceeds of the Series 2014 Note as aforesaid will serve a valid paramount public and municipal purpose in accordance with the Act. The Series 2014 Note shall be designated "City of Opa-Locka, Florida Capital Improvement Revenue Note, Series 2014." The initial Registrar and the initial Paying Agent for the Series 2014 Note shall be the City. The Series 2014 Note shall not be held in book-entry only form. (c) The Series 2014 Note shall be executed in the manner set forth in the Master Ordinance and shall be deposited with the City, as Registrar for the Series 2014 Note, for authentication, but prior to or simultaneously with the authentication and delivery of the Series 2014 Note there shall be filed with the City Manager the following documents and opinions: (i) a copy, certified by the City Clerk, of the 2014 Ordinance; (ii) an opinion of the City Attorney to the effect that the 2014 Ordinance has been duly enacted by the City Commission and is in full force and effect; (iii) an opinion or opinions of Bond Counsel to the effect that (A) the Pledged Funds have been lawfully pledged, to the extent described in the 2014 Ordinance, for the payment of the Series 2014 Note, (B) the Series 2014 Note constitutes a special and limited obligation of the City payable in accordance with the provisions of the 2014 Ordinance, and (C) 3 18336161v3 the interest on such Series 2014 Note is excluded from gross income for federal income tax purposes, subject, in each case, to customary qualifications; and (d) any additional documents or opinions as Bond Counsel or the Lender or its counsel may reasonably require. (d) When (i) the documents mentioned above shall have been filed with the City Manager, (ii) the Series 2014 Note shall have been executed by the City and authenticated by the Registrar as required by the 2014 Ordinance, and (iii) the Lender shall have executed the Series 2014 Note Agreement, then the Registrar shall deliver such Series 2014 Note at one time to the Lender. The specific application of proceeds of the Series 2014 Note, including without limitation, amounts, if any, to be deposited in the funds and accounts established by the Master Ordinance, shall be set forth in a certificate to be delivered by the Finance Director simultaneously with the delivery of the Series 2014 Note. It shall be a condition to the issuance and delivery of the Series 2014 Note that the Lender provide to the City, on the date of issuance of the Series 2014 Note, with a Disclosure and Truth-in-Bonding Statement as required by Section 218.385, Florida Statutes and a customary lender's certificate executed on behalf of the Lender. The Series 2014 Note shall be deemed sold to the Lender for a purchase price equal to the aggregate principal amount of the Advances made by the Lender under the Series 2014 Note. (e) Notwithstanding anything to the contrary in the Master Ordinance, the reference therein to Section 201.19, Florida Statutes in the definition of "Communication Services Tax," shall, for all purposes of the 2014 Ordinance, the Series 2014 Note and the Series 2014 Note Agreement, be deemed to be a reference to Section 202.19, Florida Statutes. Section 3 Form,Denominations,Date,Interest Rates and Maturity Dates. (a) The Series 2014 Note is issuable only in fully registered form and shall be in substantially the form set forth in Exhibit "A" to the Series 2014 Note Agreement, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager as set forth in the Series 2014 Note Agreement and/or Series 2014 Note. The Series 2014 Note shall be issued as a draw-down loan and Advances may be obtained thereunder from the date of issuance thereof through and including the date that is approximately eighteen months following such date of issuance, subject to extension, all as more fully set forth in the Series 2014 Note Agreement. The Series 2014 Note shall be in authorized denominations equal to the outstanding principal amount thereof from time to time. Principal and interest on the Series 2014 Note shall be payable as provided in the Series 2014 Note Agreement. The Series 2014 Note shall mature approximately ten years from its date of issuance, and shall bear interest at the fixed rates per annum determined as set forth in Option #1 of the Term Sheet, subject to adjustment as the result of a Determination of Taxability or Loss of Bank-Qualified Status, all as set forth in the Series 2014 Note Agreement and/or Series 2014 Note; provided, however, that the aggregate principal amount of the Series 2014 Note that may be advanced and outstanding shall not exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) (collectively, the "Parameters"). The Series 2014 Note shall be amortized over the periods reflected in the Series 2014 Note Agreement (hereinafter defined) and a balloon principal payment shall be due at the final maturity of the Series 2014 Note. (b) The City does not expect to issue more than $10,000,000 of tax-exempt obligations in calendar year 2014, and expects to obtain an Advance of at least $50,000 under the 4 18336161v3 Series 2014 Note in calendar year 2014, and therefore, the City hereby designates the Series 2014 Note as a qualified tax-exempt obligation within the meaning of Section 265(b)(iii) of the Internal Revenue Code of 1986, as amended. (c) The Series 2014 Note may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The execution and delivery of the Series 2014 Note substantially in the form mentioned above is hereby authorized, and the execution of the Series 2014 Note for and on behalf of the City, with a facsimile or manual signature, by the Mayor with the official seal of the City impressed or imprinted thereon and attested, with a facsimile or manual signature, by the City Clerk, is hereby authorized and such execution and delivery shall be conclusive evidence of any approval of the matters set forth in the Series 2014 Note on behalf of the City. Section 4. Matters Relating to Prepayment; Series 2014 Reserve Account. (a) The Series 2014 Note shall be subject to prepayment as set forth in the executed Series 2014 Note Agreement and Series 2014 Note, consistent with Option#1 in the Term Sheet. (b) A "Series 2014 Reserve Account" in the Reserve Fund created under the Master Ordinance is hereby established. The Series 2014 Reserve Account shall be funded with cash (which may be invested in Investment Obligations) and may not be funded with a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit. The Series 2014 Reserve Account shall secure only the Series 2014 Note. (c) The Series 2014 Reserve Account shall be funded in the manner and at the times set forth in the Series 2014 Note Agreement. The City Manager, in consultation with the City's Finance Director, is hereby authorized to determine whether to use an Advance obtained under the Series 2014 Note and/or other legally available revenues of the City, including the Pledged Funds, to make deposits to the Series 2014 Reserve Account when necessary under the terms of the Series 2014 Note Agreement. Section 5. Loan; Series 2014 Note Agreement. (a) The City hereby finds that, based on present market conditions, the volatility of interest rates, the Communication Services Tax Revenues and Public Service Tax Revenues comprising new revenue sources being pledged by the City which require extensive planning and explanation, and the recommendation of the Financial Advisor, it would be in the best interest of the City that a loan evidenced by the Series 2014 Note be obtained on a negotiated basis from the Lender. The continuing disclosure requirements of the Rule shall not apply to the Series 2014 Note. Notwithstanding the provisions of the Master Ordinance, the Series 2014 Note Agreement and/or Series 2014 Note shall set forth limitations on the ability of the Lender to transfer the Series 2014 Note. The Lender and its permitted assigns shall be deemed to be the Registered Owner of the Series 2014 Note for all purposes of the Series 2014 Ordinance. (b) In making the determinations as to the details and other matters relating to the Series 2014 Note and the documentation related thereto, the City Manager is entitled to consult with and seek advice from the Financial Advisor, the Finance Director, the City Attorney and 5 18336161v3 Bond Counsel. Subject to the Parameters and consistent with the Term Sheet, the terms of the Series 2014 Note shall be as approved and determined by the City Manager and set forth in the Series 2014 Note Agreement and/or the Series 2014 Note, with the execution and delivery of the Series 2014 Note Agreement and Series 2014 Note being conclusive evidence of the City's approval of the final details, terms and conditions of the Series 2014 Note Agreement and the Series 2014 Note. In order to set forth additional covenants of the City and other matters that may be required by the Lender or are otherwise necessary and appropriate, the execution and delivery of a written agreement between the City and the Lender with respect to the Series 2014 Note (the "Series 2014 Note Agreement") is hereby authorized. The Series 2014 Note Agreement shall be in substantially the form attached hereto as Exhibit A, with such changes, insertions, modifications and additions as may approved by the City Manager, in consultation with the Financial Advisor, the Finance Director, the City Attorney and Bond Counsel, subject to the Parameters and consistent with the Term Sheet. Upon such approval, the Mayor (or any member of the City Commission in the absence of the Mayor) is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest, the Series 2014 Note Agreement. The execution and delivery of the Series 2014 Note Agreement shall constitute conclusive evidence of the approval thereof. The Series 2014 Note Agreement shall be deemed to be a "Covenant Agreement" with respect to the Series 2014 Note for all purposes of the 2014 Ordinance. Section 6. Further Authority. The officers of the City, members of the City Commission and other agents or employees of the City are hereby authorized to do all acts and things required of them by the 2014 Ordinance for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2014 Note and the Series 2014 Note Agreement. Section 7. Effect of Partial Invalidity; Amendment and Restatement. In case any one or more of the provisions of this 2014 Series Ordinance or of the Series 2014 Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this 2014 Series Ordinance or the Series 2014 Note. The Original Series Ordinance is hereby amended and restated in its entirety by this 2014 Series Ordinance. Section 8. Conflict and Repealer. All ordinances or resolutions or parts of ordinances or resolutions in conflict herewith, are hereby repealed. INTENTIONALLY LEFT BLANK 6 18336161v3 Section 9. Effective Date. This 2014 Series Ordinance shall take effect upon its enactment. PASSED AND ADOPTED on first reading this 14th day of May, 2014. PASSED AND ENACTED on second reading this 28th day of May, 2014. i i 3.-j/) YR¢TAYLOR MAYOR 4suo t * • ---9-6(2."----,- J•/nna Flores City Clerk Apprt I,ed as to form ,nd le.1 suf ' cy: Alt �� � 1 � Jo ifS. Feller t ' ' ENSP•ON MARDER, P.A Attorney Moved by: COMMISSIO " R HOLMES Seconded by: COMMISSIONER JOHNSON Commission Vote: 4-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: NOT PRESENT 7 18336161v3 EXHIBIT A A-1 18336161v3 Draft 5/28/14 SERIES 2014 NOTE AGREEMENT THIS SERIES 2014 NOTE AGREEMENT (this "Agreement") is made and entered into as of the 3`d day of June, 2014 by and between THE CITY OF OPA-LOCKA, FLORIDA (the "City") and CITY NATIONAL BANK OF FLORIDA (the "Lender") in connection with the City's not exceeding $8,500,000 Capital Improvement Revenue Note, Series 2014 being issued on this day and purchased by the Lender(the "Series 2014 Note"). RECITALS: WHEREAS, on December 11, 2013 the City enacted Ordinance No. 13-40 (the "Master Ordinance") and on May 28, 2014 enacted Amended and Restated Series Ordinance No. 14-04 (the "Series Ordinance," and collectively with the Master Ordinance, the "2014 Ordinance") (all capitalized terms not otherwise defined herein having the meaning ascribed thereto in the 2014 Ordinance or in Article I hereof); and WHEREAS, the City has approved the Term Sheet provided by the Lender which sets forth certain of the terms and conditions upon which the Lender will purchase the Series 2014 Note and make Advances thereunder evidencing the Loan to the City; and WHEREAS, the Series Ordinance contemplates the execution of this Agreement to set forth additional covenants of the City, certain requirements of the Lender in connection with such Loan to the City, and other matters relating to the Series 2014 Note. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Lender agree as follows: Section 1.01 Definitions. In addition to the terms defined in the "Recitals" clauses hereof and in the 2014 Ordinance, the following terms, as used herein, have the following meanings: "Advance" means an advance made by the Lender to the City under Article II, Section 2.01 hereof. "Authorized Representative" means the Person designated from time to time as such by the City in writing delivered to the Lender. "Closing Date"means June 3, 2014. "Determination of Taxability" means (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the Series 2014 Note is includable for federal income tax purposes in the gross income of the registered Owner thereof, which notice or notification is not contested by either 1 16111582v8 the City or any registered Owner of the Series 2014 Note, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Series 2014 Note is includable for federal income tax purposes in the gross income of the registered Owner thereof, which determination either is final and non-appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the City to the effect that interest on the Series 2014 Note is includable for federal income tax purposes in the gross income of the registered Owner thereof. For all purposes of this Series 2014 Note Agreement, a Determination of Taxability shall be deemed to occur with respect to the Series 2014 Note on the date as of which the interest on such Series 2014 Note is deemed includable in the gross income of the registered Owner of such Note. "Final Advance Date" means the earlier of December 1, 2015 (subject to extension as provided for in Article II, Section 2.01(b) hereof) or the date on which the City obtains Advances, in the aggregate, of $8,500,000, which is equal to the maximum principal amount available to be advanced pursuant to the Series 2014 Note. For all purposes hereof, the term "Final Advance Date" shall be deemed to be the date subsequent to December 1, 2015, if any, to which an extension is granted by the Lender as provided for in Article II, Section 2.01(b) hereof. "Interest Payment Date" means the first day of each month (or the next Business Day if such date is not a Business Day). "Loan" means the aggregate principal amount of all Advances made by the Lender to the City pursuant to Article II, Section 2.01 hereof. "Loan Documents" means, collectively, this Agreement, the Series 2014 Note, the 2014 Ordinance, and all documents, certificates and agreements executed and delivered in connection therewith. "Loss of Bank Qualified Status" shall mean that the Series 2014 Note ceases to be a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Code on the date of delivery, or at any time thereafter; provided, no Loss of Bank Qualified Status shall be deemed to occur unless the City has been given written notice of such occurrence and, to the extent permitted by law, an opportunity to participate in and seek, at the City's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Loss of Bank Qualified Status. "Maturity Date" means June 1, 2024. "Non-Bank Qualified Rate" means (i) from the Closing Date through and including June 1, 2019, or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum of %, and (ii) from and after June 2, 2019, through and including the Maturity Date or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum equal to the 5 year swap rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the Board of Governors of the Federal Reserve System, or any successor publication, in effect five (5) days prior to June 2, 2019, plus 2.22%, subject to Section 1.01(b) hereof. 2 16111582v8 "Notice of Borrowing" shall mean each notice of borrowing described in Article II, Section 2.01(c) hereof, which shall be in substantially in the form attached as Exhibit B hereto. "Prepayment Fee" shall have the meaning ascribed thereto in Article II, Section 2.06 hereof. "Series 2014 Note" means the promissory note of even date herewith from the City in favor of the Lender, the form of which is attached hereto as Exhibit A. "Series 2014 Reserve Requirement" means an amount equal to the Principal and Interest Requirements on the Series 2014 Note for the twelve months immediately following the Final Advance Date, subject to the provisions of Article II, Section 2.07 hereof. "State" means the State of Florida. "Taxable Rate" means (i) from the Closing Date through and including June 1, 2019, or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum of %, and (ii) from and after June 2, 2019, through and including the Maturity Date or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum equal to the 5 year swap rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the Board of Governors of the Federal Reserve System, or any successor publication, in effect five (5) days prior to June 2, 2019, plus 2.405%, subject to Section 1.01(b)hereof. "Tax-Exempt Rate" means (i) from the Closing Date through and including June 1, 2019, or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum of %, and (ii) from and after June 2, 2019, through and including the Maturity Date or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by the Series 2014 Note, a fixed rate per annum equal to the 5 year swap rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the Board of Governors of the Federal Reserve System, or any successor publication, in effect five (5) days prior to June 2, 2019, plus 1.85%; in each case, subject to adjustment as provided herein as a result of a Determination of Taxability or Loss of Bank-Qualified Status and subject to Section 1.01(b) hereof. "Term" shall have the meaning specified in Article VI, Section 6.01 hereof. "Termination Date" shall have the meaning specified in Article VI, Section 6.01 hereof. ARTICLE I 3 16111582v8 GENERAL Section 1.01 Accounting Terms and Determinations; Interest Rates. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the City's independent public accountants in the case of financial statements reported on by such accountants) with the most recent audited financial statements of the City delivered to the Lender. (b) For purposes of the definitions of "Non-Bank Qualified Rate," "Taxable Rate" and "Tax-Exempt Rate," in the event the Federal Reserve Bank no longer publishes a five-year swap rate at any time the interest rate in clause (ii) of each such definition is to be calculated, the Lender shall choose, in its sole discretion, a substitute index based on similar or comparable information; provided, however the Lender shall notify the City in writing at least thirty (30) days prior to the date the applicable interest rate per annum will change as a result of a substitute index in order to provide the City with an opportunity to consult with Bond Counsel to determine if a reissuance of the Series 2014 Note will occur for purposes of the Code. The Non-Bank Qualified Rate, Taxable Rate and Tax-Exempt Rate, as applicable, shall not exceed the maximum rate permitted by law. For purposes of Section 215.84, Florida Statutes, the interest rate per annum borne by the Series 2014 Note from the Closing Date to the Maturity Date shall be deemed to be a variable rate. Section 1.02 Interpretation. All words used herein shall be construed to be of such gender or number of the circumstances require. Section 1.03 Time; Receipt of Payments. All references to time herein shall be deemed to refer to local time in the City. Payments of principal of and interest on the Series 2014 Note due on a day that is not a Business Day and paid on next succeeding Business Day will be deemed to have been paid on the date when due and no interest shall accrue for the period after such due date if payment is made on the next succeeding Business Day. Section 1.04 Loan Not a General Obligation; Matters Relating to 2014 Ordinance. (a) The Advances and the interest payable thereon evidencing the Loan represented by the Series 2014 Note or any other obligations of the City under the 2014 Ordinance, this Agreement or the Series 2014 Note shall not constitute a general obligation or general indebtedness of the City within the meaning of the Constitution and laws of the State. Such obligations do not constitute either a pledge of the full faith and credit of the City or a lien upon any property of the City, other than the funds expressly pledged thereto. Neither the Lender nor any other Person shall ever have the right to compel the exercise of any taxing power of the City or any other public authority or governmental body to pay the principal of, or the interest on, the Advances representing the Loan evidenced by the Series 2014 Note or to pay any other amounts 4 16111582v8 required to be paid pursuant to the 2014 Ordinance, this Agreement or the Series 2014 Note. Rather, all such obligations under the 2014 Ordinance, this Agreement and under the Series 2014 Note shall be secured solely by the Pledged Funds expressly pledged thereto pursuant to the 2014 Ordinance. (b) The Series 2014 Note shall be subject to all the provisions of the 2014 Ordinance, except to the extent expressly otherwise stated in this Agreement. ARTICLE II CERTAIN MATTERS RELATING TO LOAN AND ADVANCES; SERIES 2014 RESERVE ACCOUNT Section 2.01 Loan;Advances; Notice of Borrowing. (a) Subject to the terms and conditions hereof, the Lender agrees to make the Advances representing the Loan evidenced by the Series 2014 Note to the City, by making Advances from time to time through the Final Advance Date, subject to the terms and conditions hereof. The aggregate principal amount of all Advances shall not exceed $8,500,000. Installments of unpaid principal and interest on the Advances shall be payable monthly as follows, subject to earlier prepayment in whole of the principal amount of all outstanding and unpaid Advances, plus interest accrued thereon to the prepayment date at the applicable interest rate per annum provided for herein, plus the Prepayment Fee, if applicable: (i) prior to the Final Advance Date, monthly payments of interest only, calculated based on the principal amount of Advances outstanding and unpaid, shall be due and payable on each Interest Payment Date, commencing July 1, 2014, (ii) following the Final Advance Date, through and including June 1, 2019, subject to earlier prepayment, substantially equal monthly payments of principal and interest for the period from the Final Advance Date through and including June 1, 2019, calculated based on the principal amount of Advances outstanding and unpaid and assuming a 240-month amortization period commencing on the Final Advance Date, shall be due and payable on each Interest Payment Date, commencing on the first day of the month following the Final Advance Date; and (iii) from June 2, 2019 through the Maturity Date, subject to earlier prepayment, substantially equal monthly payments of principal and interest for the period from June 2, 2019 through the Maturity Date (excluding the final payment of principal and interest due on the Maturity Date), calculated based on the principal amount of Advances outstanding and unpaid and assuming a 198-month amortization period commencing on June 2, 2019, shall be due and payable on each Interest Payment Date, commencing on July 1, 2019. 5 16111582v8 Advances shall be applied to pay Costs associated with the Series 2014 Project and Costs of issuance of the Series 2014 Note and may be used to fund deposits to the Series 2014 Reserve Account, subject to Article II, Section 2.07 hereof. (b) Each Advance shall be in a minimum amount of $10,000. No Advances shall be made after the initial Final Advance Date of December 1, 2015; provided, however the City may request an extension of such initial Final Advance Date of up to 180 days, which extension may be provided in the Lender's sole discretion. Any request for such extension must be delivered by the City to the Lender in writing no later than 45 days prior to the initial Final Advance Date. The Lender shall notify the City in writing prior to the initial Final Advance Date as to whether it will provide an extension and, if so provided, the date to which the initial Final Advance Date will be extended. (c) A Notice of Borrowing shall be delivered by an Authorized Representative of the City to the Lender by 11:00 a.m. at least one Business Day prior to the date on which an Advance is requested to be funded. Each Notice of Borrowing shall be substantially in the form attached hereto as Exhibit B. (d) Upon receipt of a Notice of Borrowing, the Lender shall fund the Advance requested prior to 2:00 p.m. on the succeeding Business Day as is specified in the Notice of Borrowing; provided that if the Notice of Borrowing is made after 11:00 a.m. on any day, the Lender shall fund the Advance requested prior to 2:00 p.m. on the second succeeding Business Day as is specified in the Notice of Borrowing. On the date the Advance is to be funded, the Lender shall make available the amount of the Advance requested in federal or other immediately available funds for the account of the City specified in the Notice of Borrowing. (e) A Notice of Borrowing may be revoked by the City upon delivery of a written notice revoking such Notice of Borrowing to the Lender not later than 11:00 a.m. on the date the proposed Advance is to be funded. (f) Notwithstanding anything to the contrary herein, the initial Advance in the amount of $ shall be made pursuant to a Notice of Borrowing given by the City to the Lender on the Closing Date and such Advance will be funded prior to 2:00 p.m. on the Closing Date. (g) The Lender shall notify the City five (5) Business Days prior to June 2, 2019 of the Tax-Exempt Rate to be borne by the Series 2014 Note in accordance herewith commencing on June 2, 2019. The Lender shall bill the City on a monthly basis indicating the amounts payable by the City with respect to the Series 2014 Note for the upcoming month, commencing with the first payment due under the Series 2014 Note. (h) The Lender may impose a late payment fee of 5% of any amount not paid with respect to the Series 2014 Note within 10 days of the due date. Section 2.02 Bank Qualification; Exclusion of Interest. The City has designated the Series 2014 Note as a "qualified tax exempt obligation" for purposes of Section 265(b)(3) of the Code and agrees that it will take no action which will directly or indirectly affect the tax-favored 6 16111582v8 status of the Series 2014 Note under Section 265(b)(3) of the Code. The City hereby agrees that it will not knowingly take any action which will directly or indirectly affect the exclusion from federal income taxes of interest on the Series 2014 Note. Section 2.03 Costs and Expenses. The City agrees to pay at closing the Lender's credit review fee in the amount of $12,500 (the Lender acknowledging that the City has heretofore prepaid $8,750 of such fee) and the Lender's attorneys' fees in the amount of$7,500 incurred in connection with the preparation, execution and delivery of this Series 2014 Note Agreement. In addition to the amounts described above in this Section 2.03, the City agrees to pay any and all other reasonable and necessary amounts, charges and expenses which the Lender may pay or incur in connection with any amendment of this Agreement requested by the City or any waiver hereunder requested by the City upon receipt by the City of a written statement of any such amounts. If an Event of Default shall occur under Section 701 of the Master Ordinance, the City agrees to pay all of the Lender's costs and fees of collection, whether suit be brought or not, including any reasonable attorney's fees (including, if any, those incurred at the appellate level). In the event of any dispute between the City and the Lender relating to the Loan Documents (other than the matters referred to in the preceding sentence), each party shall be responsible for its own attorney's fees. Section 2.04 General Provisions as to Payments. The City shall make payment of all amounts owed to the Lender hereunder and under the Series 2014 Note in lawful currency of the United States no later than 2:00 p.m. on the date when due, in federal or other immediately available funds, in accordance with standing payment instructions provided by the Lender. Any payment received by the Lender after 2:00 p.m. shall be deemed to have been received by the Lender on the next succeeding Business Day. The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the City and the amounts payable and paid from time to time hereunder. The failure to record any such amount shall not, however, limit, expand or otherwise affect the obligations of the City hereunder to repay all amounts owed hereunder, together with all interest accrued thereon at the interest rate per annum applicable under the Series 2014 Note. The City shall enter into appropriate written arrangements with the Lender to provide for automatic debiting by the Lender of payments of principal and interest when due with respect to the Series 2014 Note (including as the result of an optional prepayment). Section 2.05 Interest Rates. The City agrees to pay to the Lender interest on and any and all amounts owed by the City under this Agreement and the Series 2014 Note from the date such amounts were loaned as evidenced by Advances until paid in full at an interest rate per annum (computed on the basis of a year of three hundred sixty (360) days consisting of twelve (12) thirty (30)-day months) equal to the Tax-Exempt Rate. Upon a Determination of Taxability, the interest rate per annum shall instead be equal to the Taxable Rate effective retroactively as of the date of the Determination of Taxability. Upon a Loss of Bank Qualified Status, in the absence of a Determination of Taxability, the interest rate per annum shall instead be equal to the Non-Bank Qualified Rate, effective retroactively as of the date of the Loss of Bank Qualified Status. In addition, the Lender shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States of America by the Lender as a result of a Determination of Taxability or Loss of Bank Qualified Status. All such additional interest, additions to tax, penalties and interest shall be paid by the City within 7 16111582v8 sixty (60) days following the Determination of Taxability or Loss of Bank Qualified Status, as applicable, and demand by the Lender. The Lender shall advise the City in writing within a reasonable time in good faith what amounts, if any, are owing as a result of a Determination of Taxability or Loss of Bank Qualified Status as described herein. Notwithstanding anything to the contrary herein or in the 2014 Ordinance, it shall not be an Event of Default under the 2014 Ordinance, hereunder or under the Series 2014 Note in the event a Determination of Taxability or Loss of Bank Qualified Status shall occur, regardless of any action or inaction by the City. Section 2.06 Optional Prepayment. The City may, at any time and from time to time, prepay any Advances made to it in whole or in part, by paying the principal amount thereof to be prepaid, together with accrued interest thereon to the date of prepayment, without penalty or premium; provided, however, if such prepayment is made on or before June 2, 2019 as a result of refinancing the Series 2014 Note with a financial institution other than the Lender, the City shall additionally pay to the Lender a prepayment fee equal to 1% of the principal amount of the Advances to be prepaid (the "Prepayment Fee"). In the event of any partial prepayment of the Advances outstanding, each partial prepayment shall be applied first to accrued interest, and then to such principal installments as the City shall designate by notice in writing delivered to the Lender simultaneously with such partial prepayment. Notwithstanding anything to the contrary in the 2014 Ordinance, notice of any such prepayment, specifying the desired redemption date and the principal amount to be redeemed, shall be sent to the Lender at least ten (10) days prior to the date of prepayment (the "Redemption Notice"). The City may revoke any Redemption Notice, once given, up to two business days prior to the redemption date specified in the Redemption Notice; thereafter such Redemption Notice shall be irrevocable. Section 2.07 Series 2014 Reserve Account. (a) The City shall cause the Series 2014 Reserve Account to be funded no later than the Final Advance Date, in an amount equal to the Series 2014 Reserve Requirement from the Pledged Funds, from other legally available revenues of the City, and/or from an Advance; provided, however, an Advance may not be used to fund any portion of the Series 2014 Reserve Requirement in an amount in excess of ten percent (10%) of the proceeds (as such term is defined under the Code for such purpose) of the Series 2014 Note, determined as of the Final Advance Date. In addition, the City may obtain an Advance to be used to fund all or any portion of the Series 2014 Reserve Requirement only contemporaneously with the final Advance made hereunder. (b) Monies in the Series 2014 Reserve Account shall be applied as provided in Section 405 of the Master Ordinance. The failure to have an amount equal to the Series 2014 Reserve Requirement on deposit in the Series 2014 Reserve Account prior to the Final Advance Date and/or a withdrawal from the Series 2014 Reserve Account shall not be an Event of Default under the 2014 Ordinance, this Agreement or under the Series 2014 Note; provided, however, that any withdrawal from the Series 2014 Reserve Account shall be replenished by the City in twelve (12) equal monthly installments, commencing on the first day of the month following such withdrawal (or the next Business Day if such date is not a Business Day). Section 2.08 Lender Letter; Restrictions on Transfer. The Lender may transfer the 8 16111582v8 Series 2014 Note in whole, but not in part, in minimum denominations of $100,000, subject to the prior written consent of the City, which shall not be unreasonably withheld. Any transferee must be a bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and authorized to do business in Florida and will be required to deliver to the City a lender letter substantially in the form attached hereto as Exhibit C. ARTICLE III CONDITIONS Section 3.01 Conditions to Effectiveness. This Series 2014 Note Agreement shall become effective upon the Closing Date on which: (a) the Lender shall have received all of the following items in form and substance satisfactory to the Lender and its counsel: (i) a counterpart of this Agreement and the Series 2014 Note, duly executed by the City and the Lender, as applicable; (ii) the opinions and certificates referred to in Section 1(c) of the Series Ordinance; (iv) payment of the Lender's and its counsel's fees and expenses in accordance with Section 2.03 hereof; and (v) such other documents, instruments, approvals and, if requested by the Lender, certified duplicates of executed copies thereof, and opinions as the Lender or its counsel may reasonably request. (b) The City shall have received all of the following: (i) a counterpart of this Agreement duly executed by the Lender and a copy of the Series 2014 Note; (ii) a lender letter in the form attached as Exhibit C and a truth in bonding statement in the form attached as Exhibit D, each duly executed by the Lender; and (iii) such other documents, instruments, approvals and, if requested by the City, certified duplicates of executed copies thereof, and opinions as the City or its counsel may reasonably request. ARTICLE IV 9 16111582v8 REPRESENTATIONS AND WARRANTIES Section 4.01 Powers. The City represents and warrants that has full power and authority to execute, deliver and perform its obligations under the 2014 Ordinance, this Agreement and the Series 2014 Note. The City and the Lender agree that the City has not sought, nor will it ever be required by Lender to seek, referendum approval to enable it to grant a mortgage on all or any portion of the Series 2014 Project (including the related site) owned by the City in favor of the Lender. Section 4.02 Authorization; Contravention. The City represents and warrants that the execution, delivery and performance by the City of this Agreement have been duly authorized by all necessary action on the part of the City, do not and will not conflict with, or result in a violation of, any provision of law, or any order, writ, rule or regulation of any court or governmental department, commission, board, bureau, agency or instrumentality binding upon or applicable to the City and does not and will not conflict with, result in a violation of, or constitute a default under, any agreement or instrument to which the City is a party or by which the City or any of its property is bound. Section 4.03 Governmental Consent or Approval. The City represents and warrants that no authorization, consent, approval, permit, license or exemption of or by, or filing or registration with, any court or governmental department, commission, board, bureau, agency or instrumentality, and no vote or other approval by the people of the City, is or will be necessary for the due execution, delivery and performance by the City of this Agreement, except as provided in this Agreement. All such authorizations, consents, approvals, permits, licenses or exemptions, and such filings or registrations as provided in this Agreement, have been obtained or completed, respectively. Section 4.04 Binding Effect. The City represents and warrants that this Agreement constitutes the valid and binding obligation of the City and is enforceable against the City in accordance with its terms except to the extent, if any, that the enforceability hereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditor's rights heretofore or hereafter enacted and (ii) the fact that enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Section 4.05 Litigation. The City represents and warrants that there is no action, suit or proceeding, at law or in equity, before or by any court or arbitrator or any governmental or other board, body or official pending or, to the best knowledge of the City, threatened, and there is no inquiry or investigation, against or affecting the City, nor, to the best knowledge of the City, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect (i) the validity or enforceability of, or the authority or ability of the City to perform its obligations under the 2014 Ordinance, this Agreement or the Series 2014 Note, (ii) the validity or enforceability of the pledge of the Pledged Funds pledged to the Series 2014 Note as set forth in the 2014 Ordinance, or (iii) the exclusion of interest paid under the Series 2014 Note from the gross income of the recipient thereof for purposes of federal income taxes. 10 16111582v8 Section 4.06 Complete and Correct Information. The City represents and warrants that all information, reports, financial statements and other papers and data with respect to the City furnished to the Lender in connection with this Agreement and the Series 2014 Note were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the Lender a true and accurate knowledge of the subject matter. The City represents and warrants that no document furnished or statement made by the City in connection with the negotiation, preparation or execution of this Agreement contains any untrue statement of a fact or omits to state a material fact necessary in order to make the statements contained therein not misleading. Section 4.07 Representations Regarding Existing Indebtedness. As of the date hereof, there exists no pledge of the Pledged Funds to any existing indebtedness of the City. ARTICLE V FURTHER AGREEMENTS Section 5.01 Environmental Report. The Lender acknowledges that the City has not provided an environmental report to the Lender with respect to the site on which the administrative building and related facilities comprising the Series 2014 Project will be located. Section 5.02. Plan and Cost Review. The Lender acknowledges that it has received and reviewed an estimated budget for the administrative building and related facilities comprising the Series 2014 Project. Section 5.03 Insurance. (a) The City shall obtain, prior to commencement of construction of the building included in the Series 2014 Project, and thereafter maintain throughout the Term, subject to the requirements of State law and if reasonably available from a commercial carrier, a standard comprehensive general liability insurance policy or policies in protection of the City, its members, officers, agents and employees. Said policy or policies shall at a minimum provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by the acquisition, installment or operation of the Series 2014 Project. Said policy or policies shall at a minimum provide coverage equal to the liability limits set forth in Section 768.28, Florida Statutes, as the same may be amended from time to time, and in a minimum amount of $500,000 for damage to property (subject, in each case, to a deductible clause as the City may determine from time to time). Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage that the City is required to carry. Notwithstanding the foregoing, during acquisition, construction and installation of the building included in the Series 2014 Project, the insurance required by this Section 5.03 may be provided by the contractor constructing the building. 11 16111582v8 (b) The City shall obtain, prior to commencement of construction of the building included in the Series 2014 Project, and thereafter maintain throughout the Term, subject to the requirements of State law, property and casualty insurance (excluding windstorm insurance) with respect to the Series 2014 Project. Such insurance shall be in an amount equal to one hundred percent (100%) of the replacement cost of the Series 2014 Project (except that such insurance may be subject to deductible clauses not to exceed $100,000 in the aggregate for any one loss). Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried or required to be carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City. Such insurance shall explicitly waive any co- insurance penalty. Notwithstanding the foregoing, during the acquisition, construction and installation of the building and other facilities included in the Series 2014 Project, the City shall, in lieu of the foregoing, obtain builder's all risk damage insurance in an amount not less than the full value of all work in place and materials and equipment provided or delivered by each supplier. (c) The City shall obtain upon completion of construction of the building and facilities included in the Series 2014 Project, and thereafter maintain throughout the Term, subject to the requirements of State law, flood insurance for any property included in the Series 2014 Project that is located in a federally designated flood plain in such amounts per occurrence as are available at commercially reasonable costs and in a minimum amount equal to $500,000 unless not so available at commercially reasonable rates and, in any event, in minimum amounts necessary to qualify for federal disaster relief programs. In the event the City considers flood insurance to be unavailable at commercially reasonable rates, it shall so notify the Lender. If the Lender identifies insurance for such coverage at commercially reasonable rates, the City shall be obligated to cause such insurance to be obtained and maintained. In the event that the City determines that flood insurance is unavailable at commercially reasonable rates, the City shall maintain or cause to be maintained such flood insurance in whole in the form of self-insurance. (d) The insurance that the City is required to maintain or cause to be maintained pursuant to this Section 5.03 shall be provided by a commercial insurer rated "A" by A.M. Best or in the two highest rating categories of S&P and Moody's. Section 5.04 Depository and Treasury Services. No later than one hundred twenty (120) days following the Closing Date, the City shall take such actions as may be necessary to cause the Lender to serve as the primary depository of the City's funds and to provide all treasury services to the City as may be requested by the City. Unless the Lender otherwise consents in writing, the City shall maintain such primary depository and treasury services relationship with the Lender throughout the Term, and failure to do so shall be deemed an Event of Default with respect to the Series 2014 Note for purposes of the 2014 Ordinance, this Agreement and the Series 2014 Note. Nothing herein shall be construed to require the City to maintain any minimum or specified amount on deposit with the Lender nor to give the Lender a right of set-off against any accounts or funds maintained by the City with the Lender for amounts payable by the City under the 2014 Ordinance, this Agreement or the Series 2014 Note. Section 5.05 Funds and Accounts; Deposit of Pledged Funds. During the Term, the Tax Revenues Fund and the Series 2014 Reserve Account established under the 2014 Ordinance shall be evidenced by bank accounts established and maintained with the Lender. 12 16111582v8 Notwithstanding anything to the contrary in the 2014 Ordinance, the City covenants that during the Term it will cause the Finance Director to deposit Communications Services Tax Revenues and Public Service Tax Revenues, as the same are collected, to the Tax Revenues Fund. Section 5.06 Reporting Requirements. The City agrees that during the Term it shall deliver to the Lender: (a) no later than 180 days after the end of the applicable Fiscal Year of the City, commencing with the Fiscal Year ending September 30, 2014, a copy of the City's audited financial statements, together with a compliance certificate in the form of Exhibit E signed by an Authorized Representative; (b) within thirty(30) days after the end of each semi-annual period during each Fiscal Year of the City, commencing with the semi-annual period ending September 30, 2014, a copy of the City's unaudited semi-annual financial statements for the applicable period then ended; provided, however, if the City desires to modify the format of such semi-annual financial statements from the format reviewed and approved by the Lender as of the date hereof, such semi-annual financial statements shall be presented in a format mutually agreed to by the City and the Lender; and (c) Within 30 days after the same is adopted, a copy of the annual budget of the City, provided, however, such budget shall be delivered to the Lender no later than October 31st of each Fiscal Year of the City. Failure of the City to provide the required reports, budget and/or compliance certificate specified in this Section 5.06 within the applicable time periods specified herein shall not constitute an Event of Default under the 2014 Ordinance, this Agreement or the Series 2014 Note, provided that the City is diligently proceeding with the actions necessary to enable it to provide to the Lender the required reports, budget and/or compliance certificate as soon as practicable following the applicable time periods set forth herein. Section 5.07 Additional Obligations and Refunding Obligations; Amendment to Ordinance; Certain Matters Relating to Fiduciaries in the Master Ordinance. (a) During the Term, the City will not issue any Additional Obligations or Refunding Obligations under the Master Ordinance without the prior written consent of the Lender, in its sole discretion, other than Refunding Obligations the proceeds of which will be applied (together with other legally available funds of the City, if applicable) to refund and defease, in whole, the Series 2014 Note by prepaying outstanding and unpaid Advances, together with interest accrued thereon to the prepayment date, and the Prepayment Fee, if applicable. (b) The City will not amend or supplement the 2014 Ordinance without the prior written consent of the Lender, which will not be unreasonably withheld. (c) While the City is serving as Paying Agent and Registrar with respect to the Series 2014 Note, it shall not be deemed to be acting as a "Fiduciary" within the meaning of the Master Ordinance for purposes of Sections 801, 803 and 805 of the Master Ordinance. 13 16111582v8 Section 5.08 Debt Service Coverage Ratio. (a) The City agrees that during the Term it will maintain a Debt Service Coverage Ratio (hereinafter defined), calculated as of October 1 of each Fiscal Year of the City, of not less than 1.25 to 1. For purposes hereof, "Debt Service Coverage Ratio" shall mean the ratio of(i) the sum of the Communications Services Tax Revenues and Public Service Tax Revenues (adjusted as hereinafter provided) for the applicable Fiscal Year of the City then ended, to (ii) all Principal and Interest Requirements on the Series 2014 Note in the applicable Fiscal Year of the City then ended, reduced as appropriate in the event prepayments of Advances were made during such Fiscal Year then ended. For purposes of determining the sum of the Communications Services Tax Revenues and Public Service Tax Revenues referenced in clause (i) of the preceding sentence, the City may take into account amounts then on deposit in the Series 2014 Reserve • Account as if such amounts represented Communications Services Tax Revenues and Public Service Tax Revenues. (b) In the event the City utilizes amounts in the Series 2014 Reserve Account to meet the Debt Service Coverage Ratio as provided for in the preceding subparagraph, the amount so utilized shall be treated as if it were a withdrawal from the Series 2014 Reserve Account and such amount shall be added to the Series 2014 Reserve Account over the period specified in Section 2.07 hereof for replenishment of the Series 2014 Reserve Account. The foregoing is referred to, in the aggregate, as the "Additional Reserve Deposit." If, on any October 1 subsequent to an October 1 on which the City utilizes amounts in the Series 2014 Reserve Account to meet the Debt Service Coverage Ratio as provided for in the preceding subparagraph, the sum of the Communications Services Tax Revenues and Public Service Tax Revenues for the applicable Fiscal Year of the City then ended is sufficient to meet the Debt Service Coverage Ratio, the City may immediately withdraw from the Series 2014 Reserve Account an amount equal to the aggregate Additional Reserve Deposit actually deposited to the Series 2014 Reserve Account. (c) Failure to maintain a Debt Service Coverage Ratio of at least 1.25 to 1 as aforesaid shall not be an Event of Default hereunder provided that no Event of Default has occurred under Section 701(a) or 701(b) of the Master Ordinance and the City is not in default of its obligation to replenish withdrawals from the Series 2014 Reserve Account pursuant to Article II, Section 2.07 hereof. Section 5.09 Change in Audit Firm. During the Term, in the event the City Commission will consider the selection of a firm of certified public accountants to prepare its audited annual financial statements that is different from the firm that was selected to prepare the City's audited financial statements for the year ended September 30, 2014, the City shall notify the Lender in writing at least thirty (30) days prior to such matter being considered by the City Commission, identifying the firm or firms to be considered. 14 16111582v8 ARTICLE VI TERM Section 6.01 Term. (a) The term of this Agreement shall commence on the Closing Date and continue through the Maturity Date (the "Term"); provided, however, that the City may terminate the Term hereof upon the prepayment in whole of the outstanding and unpaid Advances representing the Loan evidenced by the Series 2014 Note in accordance herewith (the "Termination Date"). All unpaid principal of the Advances and interest accrued thereon shall be due and payable in full on the Termination Date, together with the Prepayment Fee, if applicable. (b) Upon termination of the Term, and the payment by City of all sums of money due or to become due according to the provisions hereof and of the 2014 Ordinance, the right, title and interest of the Lender hereunder with respect to the Series 2014 Note and the Pledged Funds pledged thereto shall cease, terminate and become void, and such Series 2014 Note shall cease to be entitled to any lien, benefit or security hereunder or under the 2014 Ordinance and the Series 2014 Note shall be returned by the Lender to the City, marked "cancelled." ARTICLE VII MISCELLANEOUS Section 7.01 Governing Law. This Agreement is prepared and entered into with the intention that the law of the State shall govern the construction of this Agreement, the 2014 Ordinance and the Series 2014 Note. The City hereby submits itself to jurisdiction in the State for any action or cause of action arising out of or in connection with this Agreement, the 2014 Ordinance or the Series 2014 Note, and agrees that venue for any such action shall be in Miami- Dade County, Florida, and waives any and all rights under the laws of any state to object to jurisdiction or venue within Miami-Dade County, Florida. Section 7.02 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE 2014 ORDINANCE, THIS AGREEMENT OR THE SERIES 2014 NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE LENDER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND TO MAKE A LOAN TO THE CITY EVIDENCED BY THE SERIES 2014 NOTE. Section 7.03 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telecopy, other facsimile transmission, or 15 16111582v8 similar writing) and shall be given to such party at its address or facsimile number set forth herein or such other address or telex number as such party may hereafter specify for the purpose of giving notice. If to the City: City of Opa-Locka, Florida Attn: City Manager 3400 NW 135th Street, Building B Opa-Locka, Florida 33054 If to the Lender: City National Bank of Florida 1450 Brickell Avenue, 28th Floor Miami, Florida 33131 Attn: Greg Mangram Each such notice, request or other communication shall be effective (i) if given by facsimile, on the date sent if a confirmation is received and if such notice is also sent in the manner described in item (ii) below, (ii) if given by mail, seventy-two (72) hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when delivered at the address specified or referred to in this Section; provided that notices to the Lender under Article II hereof shall not be effective until received. Section 7.04 Amendments and Waivers. No amendment or waiver of any provision of this Agreement nor consent to any departure by the City from any such provision shall in any event be effective unless the same shall be in writing and signed by the Lender and the City. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. In the event any agreement contained in this Agreement should be breached by the City and thereafter waived by the Lender, or breached by the Lender and thereafter waived by the City, such waiver shall be limited to the particular breach so waived for the specific period set out in such waiver and such waiver shall not constitute a waiver of such breach for any other period and shall not waive any other or similar breach hereunder. Section 7.05 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document. [Signatures on Following Page] 16 16111582v8 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. CITY OF OPA-LOCKA,FLORIDA By: Myra L. Taylor, Mayor By: Kelvin L. Baker, City Manager (SEAL) Attest: By: Joanna Flores, City Clerk CITY NATIONAL BANK OF FLORIDA By: Greg Mangram, Vice President 17 16111582v8 EXHIBIT A FORM OF SERIES 2014 NOTE THIS OBLIGATION MAY ONLY BE TRANSFERRED WITH THE WRITTEN CONSENT OF THE CITY AS PROVIDED HEREIN UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF OPA-LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2014 No. R-1 Initial Interest Rate Maturity Date Dated Date per annum, subject to adjustment June 1, 2024 June 3, 2014 as provided herein REGISTERED OWNER: City National Bank of Florida PRINCIPAL AMOUNT: Lesser of $8,500,000 or the amount actually advanced pursuant to Article II, Section 2.01 of the Agreement (hereinafter defined) The City of Opa-Locka, Florida (the "City"), for value received, promises to pay, but solely from the sources and in the manner hereinafter provided, to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter referred to) the Principal Amount identified above or so much thereof as has been advanced and is outstanding, and to pay, to the extent and from the sources herein described, together with interest on the outstanding Principal Amount or so much thereof as has been advanced from the date hereof, at the initial Interest Rate per annum identified above, subject to adjustment as provided for herein, until the Principal Amount or so much thereof as has been advanced and is outstanding is paid in full. Payments shall be made in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts. Principal and interest will be paid by wire transfer to the Registered Owner set forth above pursuant to the provisions of the 2014 Ordinance (hereinafter defined) and the Agreement (hereinafter defined). As more fully set forth in the Agreement, from the Dated Date set forth above through and including June 1, 2019, or earlier prepayment in whole of the outstanding and unpaid Advances evidenced by this Note, the Tax-Exempt Rate on this Note shall be the initial Interest Rate set forth above. From and after June 2, 2019, through and including the Maturity Date or A-1 earlier prepayment in whole of the outstanding and unpaid Advances evidenced by this Note, the Tax-Exempt Rate on this Note shall be equal to the 5 year swap rate published in Federal Reserve Statistical Release H. 15, Selected Interest Rates of the Board of Governors of the Federal Reserve System, or any successor publication, in effect five (5) days prior to June 2, 2019, plus 1.85%; in each case, subject to adjustment as provided herein as a result of a Determination of Taxability or Loss of Bank-Qualified Status. The Tax-Exempt Rate shall be subject to adjustment as provided in the Agreement as a result of a Determination of Taxability, in which case, this Note shall bear interest at the Taxable Rate, effective retroactively as of the date of the Determination of Taxability, or as a result of a Loss of Bank-Qualified Status, in which case, this Note, in the absence of a Determination of Taxability, shall bear interest at the Non-Bank Qualified Rate, effective retroactively as of the date of the Loss of Bank-Qualified Status. Notwithstanding the foregoing, for purposes of the definitions of "Non-Bank Qualified Rate," "Taxable Rate" and "Tax-Exempt Rate," in the event the Federal Reserve Bank no longer publishes a five-year swap rate at any time the interest rate in clause (ii) of each such definition is to be calculated, the Lender shall choose, in its sole discretion, a substitute index based on similar or comparable information; provided, however the Lender shall notify the City in writing at least thirty (30) days prior to the date the applicable rate per annum will change as a result of the substitute index in order to provide the City with the opportunity to consult with Bond Counsel to determine if a reissuance of the Series 2014 Note will occur for purposes of the Code as a result of the use of the substitute index. The Non-Bank Qualified Rate, Taxable Rate and Tax-Exempt Rate, as applicable, shall not exceed the maximum rate permitted by law. For purposes of Section 215.84, Florida Statutes, the interest rate per annum borne by the Series 2014 Note from the Closing Date to the Maturity Date shall be deemed to be a variable rate. The interest due on this Note shall be computed based on a 360 day year of twelve (12) thirty (30) day months. Payments of principal of and interest on this Note shall be made in accordance with the 2014 Ordinance and the Agreement, particularly Article II, Section 2.01 of the Agreement. Installments of unpaid principal and interest on the Advances shall be payable monthly as follows, subject to earlier prepayment in whole of the principal amount of all outstanding and unpaid Advances, plus interest accrued thereon to the prepayment date at the applicable interest rate per annum provided for herein, plus the Prepayment Fee, if applicable: (i) prior to the Final Advance Date, monthly payments of interest only, calculated based on the principal amount of Advances outstanding and unpaid, shall be due and payable on each Interest Payment Date, commencing July 1, 2014, (ii) following the Final Advance Date, through and including June 1, 2019, subject to earlier prepayment, substantially equal monthly payments of principal and interest for the period from the Final Advance Date through and including June 1, 2019, calculated based on the principal amount of Advances outstanding and unpaid and A-2 assuming a 240-month amortization period commencing on the Final Advance Date, shall be due and payable on each Interest Payment Date, commencing on the first day of the month following the Final Advance Date; and (iii) from June 2, 2019 through the Maturity Date, subject to earlier prepayment, substantially equal monthly payments of principal and interest for the period from June 2, 2019 through the Maturity Date (excluding the final payment of principal and interest due on the Maturity Date), calculated based on the principal amount of Advances outstanding and unpaid and assuming a 198-month amortization period commencing on June 2, 2019, shall be due and payable on each Interest Payment Date, commencing on July 1, 2019. This Note is being issued as a registered Obligation without coupons in authorized denominations equal to the outstanding principal amount of this Note from time to time. This Note represents all of a duly authorized series of Obligations of the City, designated as its Capital Improvement Revenue Note, Series 2014 (the "Series 2014 Note"). The Series 2014 Note is being issued pursuant to the 2014 Ordinance (as defined in the Agreement) subject to the terms and conditions of that certain Series 2014 Note Agreement dated as of the Dated Date set forth above and entered into by the City and the initial Registered Owner (the "Agreement"). The provisions of the 2014 Ordinance and the Agreement are incorporated herein by this reference. This Note is a limited obligation of the City payable solely from the Pledged Funds. Neither the faith and credit of the State of Florida nor the faith and credit of any agency or political subdivision thereof or of the City are pledged to the payment of the principal of or the interest or redemption premium, if any, on this Note. The issuance of this Note shall not directly or indirectly or contingently obligate the State of Florida or any agency or political subdivision thereof or the City to levy any taxes whatever therefor or to make any appropriation for their payment except from the funds pledged therefor under the 2014 Ordinance. To secure this Note, the City has irrevocably pledged the Pledged Funds under the 2014 Ordinance. The Pledged Funds consist of (i) the Communications Services Tax Revenues, (ii) the Public Service Tax Revenues, and (iii) all investment income in the Funds and Accounts established under the 2014 Ordinance, except for the Rebate Fund; provided, however, that amounts on deposit in or to the credit of a Reserve Account within the Reserve Fund shall constitute Pledged Funds for, and secure, only the particular Series of Obligations for which such Reserve Account is established. The City has established a Series 2014 Reserve Account and corresponding Series 2014 Reserve Requirement for this Note, as more fully set forth in the 2014 Ordinance and the Agreement, which secures only this Note. The City has full power and authority to pledge the Pledged Funds to the payment of the principal of, interest and redemption premium, if any, on this Note. This Note is subject to prepayment as provided in Section 2.06 of the Agreement. Notice of Redemption will be provided as required by the Agreement. Reference is made to the 2014 Ordinance and the Agreement for a more complete statement of the provisions thereof and of the rights and duties of the City and the registered A-3 owners. Copies of the 2014 Ordinance and Agreement are on file and may be inspected at the office of the City Clerk. By the purchase and acceptance of this Note, the Registered Owner hereof signifies assent to all of the provisions of the 2014 Ordinance and the Agreement. This Note is issued and the 2014 Ordinance was enacted under and pursuant to the Constitution and laws of the State of Florida. The owner of this Obligation shall have no right to enforce the provisions of the 2014 Ordinance or the Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the 2014 Ordinance or the Agreement, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the 2014 Ordinance or the Agreement. Modifications or alterations of the 2014 Ordinance, or any ordinance supplemental thereto, may be made only to the extent and in the circumstances permitted by the 2014 Ordinance. This Note is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed as so required. This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the 2014 Ordinance until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. The City does not expect to issue more than $10,000,000 of tax-exempt obligations in calendar year 2014 that will be taken into account under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and therefore designates this Note as a qualified tax-exempt obligation within the meaning of the Code. Notwithstanding anything to the contrary in the 2014 Ordinance, the Agreement or herein, this Note may only be transferred or assigned in whole, but not in part, in minimum denominations of$100,000, subject to the prior written consent of the City, which consent shall not be unreasonably withheld, provided that the proposed transferee or assignee any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and authorized to do business in Florida and delivers to the City a lender letter in form and substance identical to that delivered to the City by the initial Registered Owner hereof. It is hereby certified and recited that this Note is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Note, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; and that the issuance of the Note of this issue does not violate any constitutional or statutory limitation or provision. Neither the members of the governing body of the City nor any person executing this Note shall be liable personally on this Note by reason of its issuance. This Note is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. IN WITNESS WHEREOF, the City of Opa-Locka, Florida has caused this Note to be executed with the manual signature of its Mayor and to bear the signature of its City Clerk and A-4 its official seal to be impressed hereon, this Note to be dated as of the Dated Date set forth above. [SEAL] CITY OF OPA-LOCKA, FLORIDA By: Mayor ATTEST: City Clerk A-5 CERTIFICATE OF AUTHENTICATION This Note is an Obligation issued under the provisions of the within-mentioned Ordinance. CITY OF OPA-LOCKA, FLORIDA, Registrar By: Authorized Signatory Date of Authentication: June 3, 2014 A-6 [Form of Assignment] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [Please Print or Typewrite Name, Tax Identification Number and Address of Transferee] the within Obligation, and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Obligation on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature NOTICE: The signature to this assignment must correspond with the name of the registered Holder as it appears on the face of the within Obligation in every particular, without alteration or enlargement or any change whatsoever. Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: Signatures must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. (Authorized Officer) A-7 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Obligation, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in UNIF GIF MIN ACT - common (Cust.) TEN ENT - as tenants by the Custodian for entireties (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors Act right of survivorship of and not as tenants (State) in common Additional abbreviations may also be used though not in the list above. A-8 EXHIBIT B FORM OF NOTICE OF BORROWING NOTICE OF BORROWING Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued pursuant to the Series 2014 Note Agreement dated June 3, 2014 (the "Agreement"), between the City of Opa-Locka, Florida (the "City") and City National Bank of Florida (the "Lender") All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement or in the 2014 Ordinance referred to therein. The following applies to the requested Advance: (i) The undersigned authorized representative of the City hereby requests an Advance to be made on , 20_ in the amount of$ . A copy of the invoice(s) related to such Advance is attached. (ii) The requested Advance is to be applied to pay or reimburse (check one or more): Costs of the Series 2014 Project Does this Advance include working capital (NOTE: if this is checked, the Advance may not exceed 5% of the proceeds (as such term is defined under the Code for such purpose) of the Series 2014 Note determined as of the Final Advance Date and may not be made unless as part of the final Advance to be made pursuant to the Agreement) Costs of issuance of the Series 2014 Note Deposit to Series 2014 Reserve Account (NOTE: if this is checked, the Advance may not exceed 10% of the proceeds (as such term is defined under the Code for such purpose) of the Series 2014 Note determined as of the Final Advance Date and may not be made unless as part of the final Advance to be made pursuant to the Agreement) (iii) This is the final Advance to be made under the Agreement (check if the answer is "Yes") (iv) To the best knowledge of the undersigned, after due inquiry with respect thereto, no Event of Default has occurred and is continuing (which has not been cured or waived) and no event which, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing. B-1 (v) As of the date hereof, the maximum principal amount outstanding under the Series 2014 Note (including the amount of the Advance to be made hereby) does not exceed $8,500,000, in the aggregate. (vi) The requested Advance should be wired to the account set forth below: [To follow] IN WITNESS WHEREOF, the undersigned has set his hand as of the day of , 20 . CITY OF OPA-LOCKA,FLORIDA By Name Title: City Manager B-2 EXHIBIT C FORM OF LENDER LETTER City Commission City of Opa-Locka, Florida Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued pursuant to the Series 2014 Note Agreement dated June 3, 2014 (the "Agreement"), between the City of Opa-Locka, Florida (the "City") and City National Bank of Florida (the "Lender") Ladies and Gentlemen: This letter is being provided in connection with the purchase of the above-referenced Series 2014 Note. 1. We are engaged in the business of making loans such as the Loan evidenced by the Series 2014 Note or the business of entering into loan transactions evidenced by instruments similar to the Series 2014 Note. 2. We are purchasing the Series 2014 Note from the City for our own account and not for resale or other distribution to the public; we do not intend to syndicate the Series 2014 Note or the Loan evidenced thereby; and we are not acting as a broker or other intermediary in connection with the Series 2014 Note and the Loan evidenced thereby; provided, however, that the Series 2014 Note may be transferred or assigned in whole, but not in part, in minimum denominations of $100,000, subject to the prior written consent of the City, which shall not be unreasonably withheld, provided such transfer must be to any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and authorized to do business in Florida and which delivers to the City a letter substantially similar to this letter. We will take no action to cause the Series 2014 Note or the Loan evidenced thereby to be characterized as a security for purposes of the Federal or State securities laws. We further acknowledge that no filing will be made with respect to the Series 2014 Note or the Loan evidenced thereby with the Electronic Municipal Markets Access website of the Municipal Securities Rulemaking Board, no CUSIP number will be obtained with respect to the Series 2014 Note, and no credit rating or credit enhancements will be obtained with respect to the Series 2014 Note. 3. We are an "accredited investor" as that term is defined in Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), and we have sufficient knowledge and experience in financial and business matters, including the purchase and ownership of taxable and tax-exempt obligations, to C-1 be capable of evaluating the merits and risks of the Loan evidenced by the Series 2014 Note. We are a bank as contemplated by Section 517.061(7), Florida Statutes. We are not funding the Loan evidenced by the Series 2014 Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. 4. We are able to bear the economic risk of the Loan evidenced by the Series 2014 Note. 5. We acknowledge that the Series 2014 Note and the City's obligations under the Agreement do not represent a general obligation of the City, Miami-Dade County, Florida, the State of Florida or any political subdivision thereof and are not payable from taxes or any moneys provided by or to the City, other than those described in the 2014 Ordinance, and we further acknowledge that no covenant, stipulation, obligation or agreement contained in any documents related to the issuance of the Series 2014 Note is or shall be deemed to be a covenant, agreement or obligation of any present or future board member, officer or employee of the City in his or her individual capacity. 6. We acknowledge and agree that the Series 2014 Note has not been and will not be registered under the 1933 Act or the securities or Blue Sky laws of any state and are not listed on any stock or securities exchange. We acknowledge and agree that the 2014 Ordinance is not being qualified under the Trust Indenture Act of 1939, as amended. 7. We understand that no offering, statement, prospectus, offering circular, official statement or other disclosure document containing material information with respect to the City and the Series 2014 Note is being or has been prepared, and that, with due diligence, we have made our own inquiry and analysis with respect to the City, the Series 2014 Note and the security therefor. [THIS SPACE INTENTIONALLY LEFT BLANK] C-2 8. We have received all financial and other information regarding the City and the Series 2014 Note that we have requested and which we consider relevant or necessary to make an informed decision to make the Loan evidenced by the Series 2014 Note. We have made our own inquiry into the creditworthiness of the Series 2014 Note and the City, we have received all the information that we have requested from the City or any agents or representatives thereof, and we have been afforded a reasonable opportunity to ask questions about the terms and conditions of the offering of the Series 2014 Note and the security therefor, and the City, and have received, to the best of our knowledge, complete and satisfactory answers to all such questions (provided that we do not waive any rights we may have against the City or its representatives with respect to any misstatements in, or omissions from, information so supplied). Dated this 3rd day of June, 2014. Yours very truly, CITY NATIONAL BANK OF FLORIDA,as Lender By: Title: C-3 EXHIBIT D FORM OF DISCLOSURE AND TRUTH-IN-BONDING STATEMENT DISCLOSURE AND TRUTH-IN-BONDING STATEMENT City Commission City of Opa-Locka, Florida Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued pursuant to the Series 2014 Note Agreement dated June 3, 2014 (the "Agreement"), between the City of Opa-Locka, Florida (the "City") and City National Bank of Florida (the "Lender") Ladies and Gentlemen: In connection with the proposed issuance of the above-captioned Series 2014 Note, the Lender has agreed to purchase the Series 2014 Note. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement or in the 2014 Ordinance referred to therein. The purpose of this letter is to furnish pursuant to the provisions of Sections 218.385(2) and (6), Florida Statutes, as amended, certain information in respect to the arrangement contemplated for the placement and sale of the Series 2014 Note as follows: (a) An itemized list setting forth the nature and estimated amounts of expenses to be incurred by the Lender in connection with the issuance of the Series 2014 Note is set for below: City National Bank of Florida (credit review fee): $12,500 Weiss Serota Helfman Pastoriza Cole &Boniske, P.A., Bank's Counsel: $7,500 Such fees and expenses are being charged to the City. (b) No "finder" as that term is defined in Section 218.386, Florida Statutes, as amended, has entered into an understanding with the Bank, or to the knowledge of the Lender, with the City, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Lender or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series 2014 Note. (c) The underwriting spread to be paid by the City will be: $0.00 D-1 (d) No other fee, bonus or other compensation is estimated to be paid by the Lender in connection with the issuance of the Series 2014 Note to any person not regularly employed or retained by the Lender (including any "finder," as defined in Section 281.386(1)(a), Florida Statutes, as amended), except as specifically enumerated as expenses to be incurred and paid by the Lender as set forth in paragraph (a) above. (e) Truth-in-Bonding Statement — The City is proposing to issue the Series 2014 Note for the purpose of providing funds, together with other legally available funds of the City, to finance the Series 2014 Project, pay costs of issuance of the Series 2014 Note and make deposits to the Series 2014 Reserve Account. (f) The Series 2014 Note is expected to be repaid over a period of approximately ten years, through maturity on June 1, 2024 at a fixed rate per annum, subject to adjustment as provided in the Agreement. The total interest paid over the life of the Series 2014 Note (assuming the entire $8,500,000 available to be advanced with respect to the Series 2014 Note is advanced as of the date hereof and that the outstanding principal amount of the unpaid Advances representing the Loan evidenced by the Series 2014 Note bears interest through the Maturity Date at the initial Tax-Exempt Rate of %) will be approximately$ The source of repayment or security for the Series 2014 Note is limited solely to the Pledged Funds. The authorization of the debt or obligation represented by the Series 2014 Note will result in approximately $ of Pledged Funds not being available to the City to finance other CIP Improvements each year for the approximately ten year period from the date of issuance of the Series 2014 Note through the Maturity Date (assuming the entire $8,500,000 available to be advanced with respect to the Series 2014 Note is advanced as of the date hereof and that the outstanding principal amount of the unpaid Advances representing the Loan evidenced by the Series 2014 Note bears interest through the Maturity Date at the initial Tax-Exempt Rate of %). (g) The name and address of the Lender is set forth below: City National Bank of Florida 1450 Brickell Avenue, 28th Floor Miami, Florida 33131 [THIS SPACE INTENTIONALLY LEFT BLANK] D-2 We understand that the City does not require any further disclosure from the Bank, pursuant to Section 218.385(6), Florida Statutes, as amended. Dated as of this 3rd day of June, 2014. Yours very truly, CITY NATIONAL BANK OF FLORIDA, as Lender By: Title: D-3 EXHIBIT E FORM OF COMPLIANCE CERTIFICATE COMPLIANCE CERTIFICATE Re: Series 2014 Note dated June 3, 2014 (the "Series 2014 Note") issued pursuant to the Series 2014 Note Agreement dated June 3, 2014 (the "Agreement"), between the City of Opa-Locka, Florida (the "City") and City National Bank of Florida (the "Lender") This Compliance Certificate is furnished pursuant to the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement or in the 2014 Ordinance referred to therein. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am an Authorized Representative of the City; 2. I have no knowledge of the existence of any condition or the occurrence of any event which constitutes an Event of Default or event or condition which with notice, passage of time or any combination of the foregoing, would constitute an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; 3. The financial statements being furnished to you concurrently with this Compliance Certificate are, to the best of my knowledge, true, correct and complete as of the dates and for the periods covered thereby; and 4. The attachment hereto sets forth financial data and computations evidencing the City's compliance with the Debt Service Coverage Ratio set forth in Article V, Section 5.08 of the Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant section of the Agreement. Described below are the exceptions, if any, to paragraph 2 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the City has taken, are taking,or propose to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in the attachment hereto and the financial statements delivered with this Compliance Certificate in support hereof, E-1 are made and delivered this day of , 20 . IN WITNESS WHEREOF, the undersigned has set his hand as of the day of , 20 . CITY OF OPA-LOCKA,FLORIDA By Name Title: City Manager E-2 City National Bank March 24,2014 The City of Opa-locka,Florida 3400 NW 135th St Bldg B Opa-locka,FL 33054 Dear Susan Gooding-Liburd and the City of Opa-locka,Florida: City National Bank of Florida("Bank"or"CNBF") is pleased to outline the basic terms and conditions under which we will consider providing a Direct placement bank-qualified tax exempt loan in an amount up to$8,500,000 to The City of Opa-locka("Borrower"). This credit facility is intended to finance the acquisition,construction, installation and equipping of an administration building and related facilities on such site. If you or the City have any questions or need clarification of any aspect of this proposal,please do not hesitate to call me at any time—I can be reached in the office at(305)577-7395,or via email (Greg.mangram @citynational.com). Additionally, I would be happy to meet with the Board in person at any time to go over the proposal in greater detail. Thank you again for your time and the opportunity to work with you and The City of Opa-locka! Sincerely, Greg Mangram Vice President Business Banking Mire Berea do - drover Senior V ce President Business Banking Director 1450 Brickell Ave 28th Floor Miami FL 33131 page 1 For Discussion Purposes Only BORROWER: The City of Opa-locka, Florida CREDIT FACILITY: Direct placement bank-qualified tax exempt loan. AMOUNT: $8,500,000. FEES: $12,500 - $8,750 due upon acceptance of this Term Sheet. These funds will be held in escrow until closing where it will be applied to the full amount listed above. If the loan should not close due to the failure of the board to achieve approval to borrower the funds,these monies shall be refunded back to the association within fourteen(14)days. PREPAYMENT: 1%of commitment amount if refinanced with another lender EXPENSES: Borrower shall pay all the Bank's out of pocket expenses, including,but not limited to fees for Bank Counsel,documentary stamps,and recording fees. PURPOSE: Advances/Draws from the line will be used to the finance the acquisition, construction, installation and equipping of an administration building and related facilities on such site. TERM/MATURITY: Draw Period: 18-months("Draw Period"). Borrower may request an extension to the Draw Period of tip to 180 days,approval of which shall be provided at Bank's sole discretion. Such request must be delivered to the Bank in writing no less than 45 days prior to the conclusion of the Draw Period. Payments during the draw period shall be interest only based on the monthly principal balance. Amortization Period: Commencing approximately one month after the expiration of the Draw Period,equal monthly payments of principal and interest shall be due and payable in an amount which will amortize the principal balance over two hundred forty(240)months. In no event shall the final Maturity date exceed 120 months from closing,inclusive of the Draw Period. Payments during the amortization period shall be principal and interest based on the monthly principal balance. INTEREST RATE: Option 1: Fixed at the prevailing 5 Year US SWAP+ 1.55%for the first five years 5 days prior to closing. On the fifth anniversary,the loan shall adjust to the prevailing 5-Year US SWAP+ 1.85% As of today this indicative rate for the first five years is 3.23% Option 2: Fixed at the prevailing 7 Year US SWAP + 1.65% for the first seven years 5 days prior to closing.On the seventh anniversary,the loan shall adjust to the prevailing 3- Year US SWAP+ 1.95% As of today this indicative rate for the first seven years is 3.93% 0 1450 Brickell Ave 28th Floor Miami FL 33131 page 2 COLLATERAL: (a) Pledge of the full faith and credit and taxing power of the City. (b) First lien on the Florida Communication tax revenues and the Utility tax revenues of the City. (c) Junior lien on the general tax revenues of City I.ADDITIONAL TERMS AND CONDITIONS: 1. INSURANCE Borrower to provide evidence of satisfactory property and casualty insurance (excluding windstorm insurance) equal to the replacement value of the improvements, flood insurance (if applicable) and general liability insurance. Required insurance shall be amounts and written on carriers acceptable to the Bank in its sole discretion. 2. STANDARD TERMS AND CONDITIONS Bank's obligations hereunder are wholly contingent upon receipt and satisfactory review of the following: (a) Receipt and review of Phase I environmental report. (b) Plan and cost review order by bank at borrower's expense. (c) Primary depository and treasury services to be maintained with City National Bank during the term of the loan. (d) City shall set up a lockbox account for collection of City communication tax and City utility tax receipts. (e) City shall agree to a formal Agreement Not to Encumber the property to be purchased and improved with the funds from the subject credit facility. (f) Opinion Of Counsel attesting to City's full authority to enter into the subject credit facility. (g) Opinion Of Counsel as to Bank Qualified Tax-Exempt loan status for the subject credit facility. (h) Loan closing by bank approved attorney. 3. REPORTING REQUIREMENTS (a) Borrower's,Certified Public Accountant("CPA")unqualified fiscal year-end financial statements,prepared by a CPA acceptable to the Bank,within ninety(90)days from fiscal year-end,commencing with fiscal year-end statements as of September 30,2013. (b) Annual Commission Approved Budget of Borrower,submitted within 90 days from prior fiscal year ending September 30,2014,along with prior year-end financial statements as described in(a)above. (c) Semi-Annual Financial Statement, in form and substance acceptable to Bank,commencing on September 30th,2014. (d) Annual covenant compliance certificate. 115 1450 Brickell Ave 28th Floor Miami FL 33131 page 3 IL BORROWER COVENANTS The bank reserves the right to cancel this Proposal and obligations hereunder if any of the following conditions are not met during the term of the Loan: 1. Failure of the Borrower to comply in a timely manner with any of the terms and conditions of the Bank specified herein, or non-fulfillment of any condition precedent to the closing; 2. Failure of the Borrower to execute or deliver any documentation required herein; 3. Cash available to Service Debt of no less than 1.10x,which shall be tested annually: o Defined as Total Revenues less Total Expenses plus Interest and Fiscal Charges divided by Total Debt Service(current portion long term debt plus interest expense plus scheduled bond debt repayment) 4. Tax Receipt Coverage of no less than 1.25x,which shall be tested annually: o Defined as total specific annual tax receipts pledged for the subject credit facility divided by total debt service for the subject credit facility(current portion long term debt plus interest expense). 5. Borrower fails to maintain primary operating deposit account with Bank throughout the life of the loan. 6. Borrower shall not incur any additional debts without prior consent from City National Bank. This TERM SHEET is furnished as a means of affording the Borrower a guide to,and an outline of,the material terms and conditions of the Loans and is not a commitment to lend on the part of the Bank and should not be construed as such a commitment. A Formal Loan commitment may only be issued after formal underwriting of the loan request and after approval by the appropriate approving authority. 6 1450 Brickell Ave 28`h Floor Miami FL 33131 page 4 This TERM SHEET is furnished as a means of affording the.Borrower a guide to, and an outline of, the material terms and conditions of the Loans and is not a commitment to lend on the part of the Bank and should not be construed as such a commitment. A Formal Loan commitment may only be issued after formal underwriting of the loan request and after approval by the appropriate approving authority. The Credit Facility offered by this term sheet will expire on April 12th, 2014, unless this original letter is signed where indicated and returned to the attention of the undersigned. If signed,the rate shall be good for 45 days from the date of the letter located on the is`page. Sincerely, City National Bank.of Florida By °— -- Name: Greg Mangram Title: Vice President ACCEPTED this 11/da of April ,2014.. . / AS TO BORR 'l�V City of Olia-loe a, By: 1I Name: Kelvin L. Baker, Sr. Title: City Manager This term sheet is confidential and proprietary in nature between:the Bank and the Borrower. This term sheet, and the contents thereof,shall not be shared,distributed or disseminated in any form to any third party(including to any other potential lenders) without the express written consent of the Bank. OPTION 1 Beginning Balance ment w.#°,[ .. � ? � 1=1 BC ( ►1� z 1 $ 8,500,000 ($48,687.28) ($23,800.00) ($24,887.28) $8,475,112.72 Loan $8,500,000 2 $ 8,475,112.72 ($48,687.28) ($23,730.32) ($24,956.97) $8,450,155.75 Rate 3.36% 3 $ 8,450,155.75 ($48,687.28) ($23,660.44) ($25,026.85) $8,425,128.91 Amortization 240 4 $ 8,425,128.91 ($48,687.28) ($23,590.36) ($25,096.92) $8,400,031.99 5 $ 8,400,031.99 ($48,687.28) ($23,520.09) ($25,167.19) $8,374,864.80 6 $ 8,374,864.80 ($48,687.28) ($23,449.62) ($25,237.66) $8,349,627.14 Loan $8,500,000 7 $ 8,349,627.14 ($48,687.28) ($23,378.96) ($25,308.33) $8,324,318.81 Rate 4.73% 8 $ 8,324,318.81 ($48,687.28) ($23,308.09) ($25,379.19) $8,298,939.62 Amortization 240 9 $ 8,298,939.62 ($48,687.28) ($23,237.03) ($25,450.25) $8,273,489.37 10 $ 8,273,489.37 ($48,687.28) ($23,165.77) ($25,521.51) $8,247,967.86 11 $ 8,247,967.86 ($48,687.28) ($23,094.31) ($25,592.97) $8,222,374.89 12 $ 8,222,374.89 ($48,687.28) ($23,022.65) ($25,664.63) $8,196,710.26 13 $ 8,196,710.26 ($48,687.28) ($22,950.79) ($25,736.49) $8,170,973.77 14 $ 8,170,973.77 ($48,687.28) ($22,878.73) ($25,808.55) $8,145,165.21 $584,247.36 15 $ 8,145,165.21 ($48,687.28) ($22,806.46) ($25,880.82) $8,119,284.39 per year 16 $ 8,119,284.39 ($48,687.28) ($22,734.00) ($25,953.28) $8,093,331.11 17 $ 8,093,331.11 ($48,687.28) ($22,661.33) ($26,025.95) $8,067,305.15 18 $ 8,067,305.15 ($48,687.28) ($22,588.45) ($26,098.83) $8,041,206.33 19 $ 8,041,206.33 ($48,687.28) ($22,515.38) ($26,171.90) $8,015,034.42 20 $ 8,015,034.42 ($48,687.28) ($22,442.10) ($26,245.18) $7,988,789.24 21 $ 7,988,789.24 ($48,687.28) ($22,368.61) ($26,318.67) $7,962,470.57 22 $ 7,962,470.57 ($48,687.28) ($22,294.92) ($26,392.36) $7,936,078.20 23 $ 7,936,078.20 ($48,687.28) ($22,221.02) ($26,466.26) $7,909,611.94 24 $ 7,909,611.94 ($48,687.28) ($22,146.91) ($26,540.37) $7,883,071.57 25 $ 7,883,071.57 ($48,687.28) ($22,072.60) ($26,614.68) $7,856,456.89 26 $ 7,856,456.89 ($48,687.28) ($21,998.08) ($26,689.20) $7,829,767.69 27 $ 7,829,767.69 ($48,687.28) ($21,923.35) ($26,763.93) $7,803,003.76 28 $ 7,803,003.76 ($48,687.28) ($21,848.41) ($26,838.87) $7,776,164.89 29 $ 7,776,164.89 ($48,687.28) ($21,773.26) ($26,914.02) $7,749,250.87 30 $ 7,749,250.87 ($48,687.28) ($21,697.90) ($26,989.38) $7,722,261.49 31 $ 7,722,261.49 ($48,687.28) ($21,622.33) ($27,064.95) $7,695,196.54 32 $ 7,695,196.54 ($48,687.28) ($21,546.55) ($27,140.73) $7,668,055.81 33 $ 7,668,055.81 ($48,687.28) ($21,470.56) ($27,216.72) $7,640,839.09 34 $ 7,640,839.09 ($48,687.28) ($21,394.35) ($27,292.93) $7,613,546.16 35 $ 7,613,546.16 ($48,687.28) ($21,317.93) ($27,369.35) $7,586,176.80 36 $ 7,586,176.80 ($48,687.28) ($21,241.30) ($27,445.99) $7,558,730.82 37 $ 7,558,730.82 ($48,687.28) ($21,164.45) ($27,522.83) $7,531,207.98 38 $ 7,531,207.98 ($48,687.28) ($21,087.38) ($27,599.90) $7,503,608.08 39 $ 7,503,608.08 ($48,687.28) ($21,010.10) ($27,677.18) $7,475,930.91 40 $ 7,475,930.91 ($48,687.28) ($20,932.61) ($27,754.67) $7,448,176.23 41 $ 7,448,176.23 ($48,687.28) ($20,854.89) ($27,832.39) $7,420,343.84 42 $ 7,420,343.84 ($48,687.28) ($20,776.96) ($27,910.32) $7,392,433.52 43 $ 7,392,433.52 ($48,687.28) ($20,698.81) ($27,988.47) $7,364,445.06 44 $ 7,364,445.06 ($48,687.28) ($20,620.45) ($28,066.84) $7,336,378.22 45 $ 7,336,378.22 ($48,687.28) ($20,541.86) ($28,145.42) $7,308,232.80 46 $ 7,308,232.80 ($48,687.28) ($20,463.05) ($28,224.23) $7,280,008.57 47 $ 7,280,008.57 ($48,687.28) ($20,384.02) ($28,303.26) $7,251,705.31 48 $ 7,251,705.31 ($48,687.28) ($20,304.77) ($28,382.51) $7,223,322.81 49 $ 7,223,322.81 ($48,687.28) ($20,225.30) ($28,461.98) $7,194,860.83 50 $ 7,194,860.83 ($48,687.28) ($20,145.61) ($28,541.67) $7,166,319.16 51 $ 7,166,319.16 ($48,687.28) ($20,065.69) ($28,621.59) $7,137,697.57 52 $ 7,137,697.57 ($48,687.28) ($19,985.55) ($28,701.73) $7,108,995.84 53 $ 7,108,995.84 ($48,687.28) ($19,905.19) ($28,782.09) $7,080,213.75 54 $ 7,080,213.75 ($48,687.28) ($19,824.60) ($28,862.68) $7,051,351.07 55 $ 7,051,351.07 ($48,687.28) ($19,743.78) ($28,943.50) $7,022,407.57 56 $ 7,022,407.57 ($48,687.28) ($19,662.74) ($29,024.54) $6,993,383.03 57 $ 6,993,383.03 ($48,687.28) ($19,581.47) ($29,105.81) $6,964,277.22 58 $ 6,964,277.22 ($48,687.28) ($19,499.98) ($29,187.30) $6,935,089.92 59 $ 6,935,089.92 ($48,687.28) ($19,418.25) ($29,269.03) $6,905,820.89 60 $ 6,905,820.89 ($48,687.28) ($19,336.30) ($29,350.98) $6,876,469.90 OPTION 1 (Cont'd) Beginning,Balance Payment liltestJ?MT Principal PMT Ending Balance ky 61 $ 6,876,469.90 ($54,836.21) ($27,825.18) ($27,011.03) $6,849,458.87 62 $ 6,849,458.87 ($54,836.21) ($27,718.71) ($27,117.50) $6,822,341.37 63 $ 6,822,341.37 ($54,836.21) ($27,611.82) ($27,224.39) $6,795,116.99 64 $ 6,795,116.99 ($54,836.21) ($27,504.51) ($27,331.70) $6,767,785.29 65 $ 6,767,785.29 ($54,836.21) ($27,396.78) ($27,439.43) $6,740,345.86 66 $ 6,740,345.86 ($54,836.21) ($27,288.62) ($27,547.59) $6,712,798.27 67 $ 6,712,798.27 ($54,836.21) ($27,180.04) ($27,656.17) $6,685,142.10 68 $ 6,685,142.10 ($54,836.21) ($27,071.03) ($27,765.18) $6,657,376.92 69 $ 6,657,376.92 ($54,836.21) ($26,961.59) ($27,874.62) $6,629,502.30 70 $ 6,629,502.30 ($54,836.21) ($26,851.71) ($27,984.50) $6,601,517.80 71 $ 6,601,517.80 ($54,836.21) ($26,741.41) ($28,094.80) $6,573,423.00 72 $ 6,573,423.00 ($54,836.21) ($26,630.67) ($28,205.54) $6,545,217.46 73 $ 6,545,217.46 ($54,836.21) ($26,519.49) ($28,316.72) $6,516,900.74 74 $ 6,516,900.74 ($54,836.21) ($26,407.87) ($28,428.33) $6,488,472.41 75 $ 6,488,472.41 ($54,836.21) ($26,295.82) ($28,540.39) $6,459,932.02 76 $ 6,459,932.02 ($54,836.21) ($26,183.32) ($28,652.88) $6,431,279.14 77 $ 6,431,279.14 ($54,836.21) ($26,070.38) ($28,765.82) $6,402,513.31 78 $ 6,402,513.31 ($54,836.21) ($25,957.00) ($28,879.21) $6,373,634.10 79 $ 6,373,634.10 ($54,836.21) ($25,843.17) ($28,993.04) $6,344,641.06 80 $ 6,344,641.06 ($54,836.21) ($25,728.88) ($29,107.32) $6,315,533.73 81 $ 6,315,533.73 ($54,836.21) ($25,614.15) ($29,222.05) $6,286,311.68 82 $ 6,286,311.68 ($54,836.21) ($25,498.97) ($29,337.24) $6,256,974.44 83 $ 6,256,974.44 ($54,836.21) ($25,383.33) ($29,452.88) $6,227,521.57 84 $ 6,227,521.57 ($54,836.21) ($25,267.24) ($29,568.97) $6,197,952.60 85 $ 6,197,952.60 ($54,836.21) ($25,150.69) ($29,685.52) $6,168,267.08 86 $ 6,168,267.08 ($54,836.21) ($25,033.68) ($29,802.53) $6,138,464.55 87 $ 6,138,464.55 ($54,836.21) ($24,916.21) ($29,920.00) $6,108,544.54 88 $ 6,108,544.54 ($54,836.21) ($24,798.27) ($30,037.94) $6,078,506.61 89 $ 6,078,506.61 ($54,836.21) ($24,679.87) ($30,156.34) $6,048,350.27 90 $ 6,048,350.27 ($54,836.21) ($24,561.01) ($30,275.20) $6,018,075.07 91 $ 6,018,075.07 ($54,836.21) ($24,441.67) ($30,394.54) $5,987,680.53 92 $ 5,987,680.53 ($54,836.21) ($24,321.87) ($30,514.34) $5,957,166.19 93 $ 5,957,166.19 ($54,836.21) ($24,201.59) ($30,634.62) $5,926,531.57 94 $ 5,926,531.57 ($54,836.21) ($24,080.84) ($30,755.37) $5,895,776.19 95 $ 5,895,776.19 ($54,836.21) ($23,959.61) ($30,876.60) $5,864,899.60 96 $ 5,864,899.60 ($54,836.21) ($23,837.90) ($30,998.30) $5,833,901.29 97 $ 5,833,901.29 ($54,836.21) ($23,715.72) ($31,120.49) $5,802,780.80 98 $ 5,802,780.80 ($54,836.21) ($23,593.05) ($31,243.16) $5,771,537.65 99 $ 5,771,537.65 ($54,836.21) ($23,469.90) ($31,366.31) $5,740,171.34 100 $ 5,740,171.34 ($54,836.21) ($23,346.27) ($31,489.94) $5,708,681.40 101 $ 5,708,681.40 ($54,836.21) ($23,222.14) ($31,614.06) $5,677,067.34 102 $ 5,677,067.34 ($54,836.21) ($23,097.53) ($31,738.68) $5,645,328.66 103 $ 5,645,328.66 ($54,836.21) ($22,972.43) ($31,863.78) $5,613,464.88 104 $ 5,613,464.88 ($54,836.21) ($22,846.83) ($31,989.38) $5,581,475.50 105 $ 5,581,475.50 ($54,836.21) ($22,720.74) ($32,115.47) $5,549,360.04 106 $ 5,549,360.04 ($54,836.21) ($22,594.15) ($32,242.06) $5,517,117.98 107 $ 5,517,117.98 ($54,836.21) ($22,467.06) ($32,369.14) $5,484,748.84 108 $ 5,484,748.84 ($54,836.21) ($22,339.48) ($32,496.73) $5,452,252.10 109 $ 5,452,252.10 ($54,836.21) ($22,211.38) ($32,624.82) $5,419,627.28 110 $ 5,419,627.28 ($54,836.21) ($22,082.79) ($32,753.42) $5,386,873.86 111 $ 5,386,873.86 ($54,836.21) ($21,953.69) ($32,882.52) $5,353,991.34 112 $ 5,353,991:34 ($54,836.21) ($21,824.07) ($33,012.13) $5,320,979.21 113 $ 5,320,979.21 ($54,836.21) ($21,693.95) ($33,142.26) $5,287,836.95 114 $ 5,287,836.95 ($54,836.21) ($21,563.32) ($33,272.89) $5,254,564.06 115 $ 5,254,564.06 ($54,836.21) ($21,432.16) ($33,404.04) $5,221,160.01 116 $ 5,221,160.01 ($54,836.21) ($21,300.50) ($33,535.71) $5,187,624.30 117 $ 5,187,624.30 ($54,836.21) ($21,168.31) ($33,667.90) $5,153,956.40 118 $ 5,153,956.40 ($54,836.21) ($21,035.60) ($33,800.61) $5,120,155.80 119 $ 5,120,155.80 ($54,836.21) ($20,902.37) ($33,933.84) $5,086,221.96 120 $ 5,086,221.96 ($54,836.21) ($20,768.62) ($34,067.59) $5,052,154.37 OPTION 2 Beginning;Qatanpa..Payment fig.. Item*PAST ... Principal,PAM ` ..Epding.Batance 7—•=1-'51M1111111111 1 $ 8,500,000 ($51,508.33) ($28,333.33) ($23,174.99) $ 8,476,825.01 Loan $8,500,000 2 $ 8,476,825.01 ($51,508.33) ($28,256.08) ($23,252.24) $ 8,453,572.76 Rate 4.00% 3 $ 8,453,572.76 ($51,508.33) ($28,178.58) ($23,329.75) $ 8,430,243.01 Amortization 240 4 $ 8,430,243.01 ($51,508.33) ($28,100.81) ($23,407.52) $ 8,406,835.49 5 $ 8,406,835.49 ($51,508.33) ($28,022.78) ($23,485.54) $ 8,383,349.95 Loan $8,500,000 6 $ 8,383,349.95 ($51,508.33) ($27,944.50) ($23,563.83) $ 8,359,786.12 Rate 5.53% 7 $ 8,359,786.12 ($51,508.33) ($27,865.95) ($23,642.37) $ 8,336,143.75 Amortization 240 8 $ 8,336,143.75 ($51,508.33) ($27,787.15) ($23,721.18) $ 8,312,422.56 9 $ 8,312,422.56 ($51,508.33) ($27,708.08) ($23,800.25) $ 8,288,622.31 10 $ 8,288,622.31 ($51,508.33) ($27,628.74) ($23,879.59) $ 8,264,742.72 11 $ 8,264,742.72 ($51,508.33) ($27,549.14) ($23,959.19) $ 8,240,783.54 12 $ 8,240,783.54 ($51,508.33) ($27,469.28) ($24,039.05) $ 8,216,744.49 13 $ 8,216,744.49 ($51,508.33) ($27,389.15) ($24,119.18) $ 8,192,625.31 14 $ 8,192,625.31 ($51,508.33) ($27,308.75) ($24,199.58) $ 8,168,425.73 15 $ 8,168,425.73 ($51,508.33) ($27,228.09) ($24,280.24) $ 8,144,145.49 $ 618,099.96 16 $ 8,144,145.49 ($51,508.33) ($27,147.15) ($24,361.18) $ 8,119,784.31 per year 17 $ 8,119,784.31 ($51,508.33) ($27,065.95) ($24,442.38) $ 8,095,341.93 18 $ 8,095,341.93 ($51,508.33) ($26,984.47) ($24,523.85) $ 8,070,818.08 19 $ 8,070,818.08 ($51,508.33) ($26,902.73) ($24,605.60) $ 8,046,212.48 20 $ 8,046,212.48 ($51,508.33) ($26,820.71) ($24,687.62) $ 8,021,524.86 21 $ 8,021,524.86 ($51,508.33) ($26,738.42) ($24,769.91) $ 7,996,754.95 22 $ 7,996,754.95 ($51,508.33) ($26,655.85) ($24,852.48) $ 7,971,902.47 23 $ 7,971,902.47 ($51,508.33) ($26,573.01) ($24,935.32) $ 7,946,967.15 24 $ 7,946,967.15 ($51,508.33) ($26,489.89) ($25,018.44) $ 7,921,948.71 25 $ 7,921,948.71 ($51,508.33) ($26,406.50) ($25,101.83) $ 7,896,846.88 26 $ 7,896,846.88 ($51,508.33) ($26,322.82) ($25,185.51) $ 7,871,661.37 27 $ 7,871,661.37 ($51,508.33) ($26,238.87) ($25,269.46) $ 7,846,391.92 28 $ 7,846,391.92 ($51,508.33) ($26,154.64) ($25,353.69) $ 7,821,038.23 29 $ 7,821,038.23 ($51,508.33) ($26,070.13) ($25,438.20) $ 7,795,600.03 30 $ 7,795,600.03 ($51,508.33) ($25,985.33) ($25,522.99) $ 7,770,077.03 31 $ 7,770,077.03 ($51,508.33) ($25,900.26) ($25,608.07) $ 7,744,468.96 32 $ 7,744,468.96 ($51,508.33) ($25,814.90) ($25,693.43) $ 7,718,775.53 33 $ 7,718,775.53 ($51,508.33) ($25,729.25) ($25,779.08) $ 7,692,996.45 34 $ 7,692,996.45 ($51,508.33) ($25,643.32) ($25,865.01) $ 7,667,131.45 35 $ 7,667,131.45 ($51,508.33) ($25,557.10) ($25,951.22) $ 7,641,180.22 36 $ 7,641,180.22 ($51,508.33) ($25,470.60) ($26,037.73) $ 7,615,142.50 37 $ 7,615,142.50 ($51,508.33) ($25,383.81) ($26,124.52) $ 7,589,017.98 38 $ 7,589,017.98 ($51,508.33) ($25,296.73) ($26,211.60) $ 7,562,806.38 39 $ 7,562,806.38 ($51,508.33) ($25,209.35) ($26,298.97) $ 7,536,507.40 40 $ 7,536,507.40 ($51,508.33) ($25,121.69) ($26,386.64) $ 7,510,120.77 41 $ 7,510,120.77 ($51,508.33) ($25,033.74) ($26,474.59) $ 7,483,646.17 42 $ 7,483,646.17 ($51,508.33) ($24,945.49) ($26,562.84) $ 7,457,083.33 43 $ 7,457,083.33 ($51,508.33) ($24,856.94) ($26,651.38) $ 7,430,431.95 44 $ 7,430,431.95 ($51,508.33) ($24,768.11) ($26,740.22) $ 7,403,691.73 45 $ 7,403,691.73 ($51,508.33) ($24,678.97) ($26,829.36) $ 7,376,862.37 46 $ 7,376,862.37 ($51,508.33) ($24,589.54) ($26,918.79) $ 7,349,943.59 47 $ 7,349,943.59 ($51,508.33) ($24,499.81) ($27,008.52) $ 7,322,935.07 48 $ 7,322,935.07 ($51,508.33) ($24,409.78) ($27,098.54) $ 7,295,836.52 49 $ 7,295,836.52 ($51,508.33) ($24,319.46) ($27,188.87) $ 7,268,647.65 50 $ 7,268,647.65 ($51,508.33) ($24,228.83) ($27,279.50) $ 7,241,368.15 51 $ 7,241,368.15 ($51,508.33) ($24,137.89) ($27,370.43) $ 7,213,997.72 52 $ 7,213,997.72 ($51,508.33) ($24,046.66) ($27,461.67) $ 7,186,536.05 53 $ 7,186,536.05 ($51,508.33) ($23,955.12) ($27,553.21) $ 7,158,982.84 54 $ 7,158,982.84 ($51,508.33) ($23,863.28) ($27,645.05) $ 7,131,337.79 55 $ 7,131,337.79 ($51,508.33) ($23,771.13) ($27,737.20) $ 7,103,600.58 56 $ 7,103,600.58 ($51,508.33) ($23,678.67) ($27,829.66) $ 7,075,770.93 57 $ 7,075,770.93 ($51,508.33) ($23,585.90) ($27,922.42) $ 7,047,848.50 58 $ 7,047,848.50 ($51,508.33) ($23,492.83) ($28,015.50) $ 7,019,833.00 59 $ 7,019,833.00 ($51,508.33) ($23,399.44) ($28,108.88) $ 6,991,724.12 60 $ 6,991,724.12 ($51,508.33) ($23,305.75) ($28,202.58) $ 6,963,521.53 61 $ 6,963,521.53 ($51,508.33) ($23,211.74) ($28,296.59) $ 6,935,224.95 62 $ 6,935,224.95 ($51,508.33) ($23,117.42) ($28,390.91) $ 6,906,834.03 63 $ 6,906,834.03 ($51,508.33) ($23,022.78) ($28,485.55) $ 6,878,348.49 64 $ 6,878,348.49 ($51,508.33) ($22,927.83) ($28,580.50) $ 6,849,767.99 65 $ 6,849,767.99 ($51,508.33) ($22,832.56) ($28,675.77) $ 6,821,092.22 66 $ 6,821,092.22 ($51,508.33) ($22,736.97) ($28,771.35) $ 6,792,320.86 67 $ 6,792,320.86 ($51,508.33) ($22,641.07) ($28,867.26) $ 6,763,453.61 68 $ 6,763,453.61 ($51,508.33) ($22,544.85) ($28,963.48) $ 6,734,490.12 69 $ 6,734,490.12 ($51,508.33) ($22,448.30) ($29,060.03) $ 6,705,430.10 70 $ 6,705,430.10 ($51,508.33) ($22,351.43) ($29,156.89) $ 6,676,273.20 71 $ 6,676,273.20 ($51,508.33) ($22,254.24) ($29,254.08) $ 6,647,019.12 72 $ 6,647,019.12 ($51,508.33) ($22,156.73) ($29,351.60) $ 6,617,667.52 73 $ 6,617,667.52 ($51,508.33) ($22,058.89) ($29,449.44) $ 6,588,218.08 74 $ 6,588,218.08 ($51,508.33) ($21,960.73) ($29,547.60) $ 6,558,670.48 75 $ 6,558,670.48 ($51,508.33) ($21,862.23) ($29,646.09) $ 6,529,024.39 76 $ 6,529,024.39 ($51,508.33) ($21,763.41) ($29,744.91) $ 6,499,279.48 77 $ 6,499,279.48 ($51,508.33) ($21,664.26) ($29,844.06) $ 6,469,435.41 78 $ 6,469,435.41 ($51,508.33) ($21,564.78) ($29,943.54) $ 6,439,491.87 79 $ 6,439,491.87 ($51,508.33) ($21,464.97) ($30,043.36) $ 6,409,448.51 OPTION 2(Contd) !Orlin!;Balance.—Pit a ant I Iy�t . Prin°`� P. . `Endin! Balance 80 $ 6,409,448.51 ($51,508.33) ($21,364.83) ($30,143.50) $ 6,379,305.01 81 $ 6,379,305.01 ($51,508.33) ($21,264.35) ($30,243.98) $ 6,349,061.04 82 $ 6,349,061.04 ($51,508.33) ($21,163.54) ($30,344.79) $ 6,318,716.25 83 $ 6,318,716.25 ($51,508.33) ($21,062.39) ($30,445.94) $ 6,288,270.31 84 $ 6,288,270.31 $51,508.33 $20,960.90 $30,547.43 $ 6,257,722.88 85 $ 6,257,722.88 ($58,614.54) ($30,005.17) ($28,609.37) $ 6,229,113.51 86 $ 6,229,113.51 ($58,614.54) ($29,873.33) ($28,741.21) $ 6,200,372.30 87 $ 6,200,372.30 ($58,614.54) ($29,740.88) ($28,873.66) $ 6,171,498.65 88 $ 6,171,498.65 ($58,614.54) ($29,607.82) ($29,006.72) $ 6,142,491.93 89 $ 6,142,491.93 ($58,614.54) ($29,474.15) ($29,140.39) $ 6,113,351.54 90 $ 6,113,351.54 ($58,614.54) ($29,339.86) ($29,274.68) $ 6,084,076.87 91 $ 6,084,076.87 ($58,614.54) ($29,204.95) ($29,409.58) $ 6,054,667.28 92 $ 6,054,667.28 ($58,614.54) ($29,069.42) ($29,545.11) $ 6,025,122.17 93 $ 6,025,122.17 ($58,614.54) ($28,933.27) ($29,681.27) $ 5,995,440.90 94 $ 5,995,440.90 ($58,614.54) ($28,796.49) ($29,818.05) $ 5,965,622.85 95 $ 5,965,622.85 ($58,614.54) ($28,659.08) ($29,955.46) $ 5,935,667.39 96 $ 5,935,667.39 ($58,614.54) ($28,521.03) ($30,093.51) $ 5,905,573.88 97 $ 5,905,573.88 ($58,614.54) ($28,382.35) ($30,232.19) $ 5,875,341.70 98 $ 5,875,341.70 ($58,614.54) ($28,243.03) ($30,371.51) $ 5,844,970.19 99 $ 5,844,970.19 ($58,614.54) ($28,103.07) ($30,511.47) $ 5,814,458.72 100 $ 5,814,458.72 ($58,614.54) ($27,962.46) ($30,652.08) $ 5,783,806.65 101 $ 5,783,806.65 ($58,614.54) ($27,821.21) ($30,793.33) $ 5,753,013.32 102 $ 5,753,013.32 ($58,614.54) ($27,679.30) ($30,935.24) $ 5,722,078.08 103 $ 5,722,078.08 ($58,614.54) ($27,536.74) ($31,077.80) $ 5,691,000.29 104 $ 5,691,000.29 ($58,614.54) ($27,393.53) ($31,221.01) $ 5,659,779.27 105 $ 5,659,779.27 ($58,614.54) ($27,249.65) ($31,364.89) $ 5,628,414.38 106 $ 5,628,414.38 ($58,614.54) ($27,105.11) ($31,509.43) $ 5,596,904.95 107 $ 5,596,904.95 ($58,614.54) ($26,959.90) ($31,654.64) $ 5,565,250.32 108 $ 5,565,250.32 ($58,614.54) ($26,814.03) ($31,800.51) $ 5,533,449.81 109 $ 5,533,449.81 ($58,614.54) ($26,667.48) ($31,947.06) $ 5,501,502.75 110 $ 5,501,502.75 ($58,614.54) ($26,520.26) ($32,094.28) $ 5,469,408.47 111 $ 5,469,408.47 ($58,614.54) ($26,372.36) ($32,242.18) $ 5,437,166.29 112 $ 5,437,166.29 ($58,614.54) ($26,223.77) ($32,390.76) $ 5,404,775.52 113 $ 5,404,775.52 ($58,614.54) ($26,074.51) ($32,540.03) $ 5,372,235.49 114 $ 5,372,235.49 ($58,614.54) ($25,924.55) ($32,689.99) $ 5,339,545.50 115 $ 5,339,545.50 ($58,614.54) ($25,773.90) ($32,840.63) $ 5,306,704.87 116 $ 5,306,704.87 ($58,614.54) ($25,622.56) ($32,991.97) $ 5,273,712.90 117 $ 5,273,712.90 ($58,614.54) ($25,470.53) ($33,144.01) $ 5,240,568.88 118 $ 5,240,568.88 ($58,614.54) ($25,317.79) ($33,296.75) $ 5,207,272.13 119 $ 5,207,272.13 ($58,614.54) ($25,164.34) ($33,450.19) $ 5,173,821.94 120 $ 5,173,821.94 ($58,614.54) ($25,010.20) ($33,604.34) $ 5,140,217.60 al III 24ND I SUNDAY,MAY 18,2014 ND MiamiHerald.com I MIAMI HERALD /cp0`°`'r4... Mayor Myra L.Taylor ii \ roi Vice-Mayor Joseph L. Kelley . ' ''''',i g a si Commissioner Timothy Holmes HONDA • • Commissioner Dorothy Johnson "y' Commissioner Luis B. Santiago 0• E" Schedule service '4.0 ppt EQ. New N a = , - ' ,-,:!..1: on Sunday and receive The City of Opa-locka invites you to a Erase the veins on your legs and face! CAPITAL IMPROVEMENT PROJECTS 20 /0 off * •Slate of-the-art treatments •Most insurance plans accepted TOWN HALL MEETING •Ideal for men and women o Before After Thursday, May 22, 2014 Dr.Adel Softer ertfor .,FACC SOUTH GYYe/M.�ul Expert for 6:00 p.m. to 8:00pmal MOTORS Sherbondy Village Park 215 President Barack Obama(Perviz Avenue),Opa-locka,FL 33054 '� Ural 1oNews South Motors Honda We also speak Spanish and Hebrew US-1&South 161 SUeet In Miami This meeting will be held with the public's participation under strict ( guidelines of the Florida Department of Environmental Protection State 11) SOFFE _ (866)475-7566 SouthHonda.com VEIN E PERTS Revolving Loan Facilities Planning Requirements. ""°"` '22%Co up I)a$10Jdsnlark&1 Locations in Aventura,Hialeah/Miami Lakes,Plantation,and West Palm Beach Smdat Service 8 ath Ftrde Call 305-290-1661 or Sofferhealth.com ca d e Md(r (to. The Opa-locka community is encouraged to attend. The W ,,�enyammu ,�,,,,, ,,,os Me„�*Mum„ 5elen ExtOestres and bairns """":=7.1, r"ar”— e•. "1 w•... I. F EJdaYstridatedpubtato For more information contact the City Manager's Office at 305-953-2868. lee,tr,..�lee'mks amel..,,,v►..lma. CITY OF OPA—LOCKA FLORIDA tE NOTICE TO THE PUBLIC NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa-locka,Florida will hold a public hearing at its Regular Commission Meeting on Wednesday,May 28,2014 at 7:00 p.m.in the Auditorium at Sherbondy Village,215 President Barack Obama(Perviz)Avenue,Opa-locka,Florida to consider the following item: SECOND READING ORDINANCE/PUBLIC HEARING: AN AMENDED AND RESTATED SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA AMENDING AND RESTATING,IN ITS ENTIRETY, SERIES ORDINANCE NO.13-41 ENACTED ON DECEMBER 11,2013,TO PROVIDE FOR THE ISSUANCE,PURSUANT TO AN ORDINANCE OF THE CITY PREVIOUSLY ENACTED,OF OBLIGATIONS OF THE CITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS($8,500,000), TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2014,FOR THE PURPOSE OF PROVIDING FUNDS, TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS OF THE CITY,TO FINANCE THE COST OF ACQUISITION OF A SITE WITHIN THE CITY, IF NECESSARY,AND THE ACQUISITION,CONSTRUCTION,IMPROVEMENT AND EQUIPPING OF A CITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON SUCH SITE OR ON A SITE OWNED BY THE CITY AS OF THE DATE HEREOF,FUNDING A RESERVE ACCOUNT FOR THE SERIES 2014 NOTE,AS PROVIDED HEREIN,AND PAYING COSTS OF ISSUANCE OF THE SERIES 2014 NOTE;PROVIDING FOR THE TERMS AND PAYMENT OF SUCH SERIES 2014 NOTE;RATIFYING THE TERM SHEET RELATING TO THE SERIES 2014 NOTE PROVIDED BY CITY NATIONAL BANK OF FLORIDA,AS THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE;PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES OF THE LENDER WITH RESPECT TO THE SERIES 2014 NOTE;MAKING OR PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;DESIGNATING THE CITY AS THE REGISTRAR AND PAYING AGENT FOR THE SERIES 2014 NOTE;AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT WITH THE LENDER OF THE SERIES 2014 NOTE TO SET FORTH MATTERS RELATING TO THE SERIES 2014 NOTE AS REQUIRED BY SUCH PURCHASER OR OTHERWISE NECESSARY AND APPROPRIATE,SUBJECT TO THE PARAMETERS SPECIFIED HEREIN AND CONSISTENT WITH THE APPROVED TERM SHEET PROVIDED BY THE LENDER;AUTHORIZING CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE,SALE AND DELIVERY OF THE SERIES 2014 NOTE;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE(first reading held on May 14,2014).Sponsored by C.M. Additional information on the above item may be obtained in the Office of the City Clerk,3400 NW 135th Street,Bldg.B,Opa-locka,Florida.All interested persons are encouraged to attend this meeting and will be heard with respect to the public hearing. PURSUANT TO FS 286.0105:Anyone who desires to appeal any decision made by any board,agency,or commission with respect to any matter considered at such meeting or hearing will need a record of the proceedings,and for that reason,may need to ensure that a verbatim record of the proceedings is made,which record includes the testimony and evidence upon which the appeal may be based. JOANNA FLORES,CMC CITY CLERK Page:NabesND_8, Pub.date:Sunday, May 18 Last user:cci Edition:1st Section,zone:, DadeND Last change at:19:15:49 May 15