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HomeMy Public PortalAbout11-8209 Capital Improvement Revenue Funds Resolution No. 11-8209 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA AUTHORIZING THE ISSUANCE AND SALE TO LENDER OF NOT TO EXCEED $5,393,000 CITY OF OPA-LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS, SERIES 2011A, FOR THE PURPOSE OF, TOGETHER WITH OTHER AVAILABLE MONEYS, REFUNDING THE CITY'S CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1994 AND PAYING COSTS OF ISSUANCE OF THE SERIES 2011A BONDS, AND NOT TO EXCEED $2,320,000 CITY OF OPA-LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2011B, FOR THE PURPOSE OF PAYING COSTS OF THE SERIES 2011 PROJECTS AND PAYING COSTS OF ISSUANCE OF THE SERIES 2011B BONDS; MAKING FINDINGS AND DETERMINATIONS AS TO THE SERIES 2011 BONDS; ACCEPTING THE PROPOSAL OF LENDER AND AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2011 BONDS TO THE LENDER; AUTHORIZING THE CITY MANAGER IN CONJUNCTION WITH THE CITY ATTORNEY TO FINALIZE THE TERMS OF A LOAN AND AWARD THE SALE OF THE SERIES 2011 BONDS; AUTHORIZING THE EXPENDITURE OF THE PROCEEDS OF THE SERIES 2011 BONDS AND PROVIDING FOR THE REFUNDING OF THE CITY'S CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 1994; APPROVING THE FORM OF A LOAN AGREEMENT IN CONNECTION WITH THE SALE OF SUCH SERIES 2011 BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH LOAN AGREEMENT AND THE SERIES 2011 BONDS; APPROVING THE FORM OF AN ESCROW DEPOSIT AGREEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH ESCROW DEPOSIT AGREEMENT; AUTHORIZING THE APPOINTMENT OF A REGISTRAR, A PAYING AGENT, AND AN ESCROW AGENT; AUTHORIZING OTHER REQUIRED ACTIONS IN CONNECTION THEREWITH; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the City of Opa-Locka, Florida (the "City"), pursuant to Chapter 166, Florida Statutes, as amended (the "Act") and Ordinance No. 94-7, enacted by the Commission on March 28, 1994 (the "Original Ordinance"), has previously issued $8,000,000 aggregate principal amount of City of Opa-Locka, Florida Capital Improvement Revenue Bonds, Series 1994 (the "Series 1994 Bonds"), $5,320,000 principal amount of which is currently outstanding; and WHEREAS, pursuant to the Act and the Original Ordinance, the City is authorized to issue additional parity Bonds from time to time; and WHEREAS, on this day the City Commission of the City of Opa-Locka, Florida (the "Commission") has enacted an ordinance (the "2011 Ordinance" and, together with the Original Ordinance, the "Master Ordinance") authorizing the issuance by the City of additional parity Bonds, in one or more series, in an aggregate principal amount not to exceed $8,000,000 (the MIAMI/4263025.6 "Series 2011 Bonds"), for the purpose of providing funds, together with other available moneys, to refund all or a portion of the Series 1994 Bonds and finance the costs of the Series 2011 Projects therein described, all as may be specified or provided for in the subsequent resolution relating to the issuance of such additional parity Bonds; and WHEREAS, the Commission has determined at this time that it is in the best interest of the City and its residents to provide for the issuance of(i) not to exceed $5,393,000 aggregate principal amount of City of Opa-Locka, Florida Capital Improvement Revenue Refunding Bonds, Series 2011A (the "Series 2011A Bonds"), under the provisions of the Master Ordinance and the Act, for the purpose of providing funds, together with other available moneys, to refund all of the Series 1994 Bonds (the "Refunded Bonds") and pay costs of issuance thereof, and (ii) not to exceed $2,320,000 aggregate principal amount of City of Opa-Locka, Florida Capital Improvement Revenue Bonds, Series 2011B (the "Series 2011B Bonds" and, together with the Series 2011A Bonds, the "Series 2011 Bonds") for the purpose of providing funds to finance the costs of the Series 2011 Projects (as described in the 2011 Ordinance) and pay costs of issuance thereof; and WHEREAS, this resolution (the "Series 2011 Resolution" and, together with the Master Ordinance, the "Bond Ordinance") constitutes a subsequent resolution for all purposes of the Master Ordinance; and WHEREAS, due to the volatility of the current bond market, the City, through its Financial Advisor, invited financial institutions to provide the City with proposals for the purchase of the Series 2011 Bonds; and WHEREAS, Branch Banking and Trust Company ("BB&T" or the "Lender") submitted a proposal and is willing to make a loan to the City (the "Loan") for the refunding of the Refunded Bonds and the financing of the Series 2011 Projects, which Loan is to be evidenced by the Series 2011 Bonds; and WHEREAS,the City believes it is in its best interest(i)to negotiate the terms of the Loan with BB&T, the terms of which Loan will be set forth in the form of Loan Agreement between the City and BB&T (the "Loan Agreement"), attached hereto as Exhibit A, (ii) to issue and sell the Series 2011 Bonds to BB&T pursuant to the terms of the Loan Agreement and (iii) to approve the form of and authorize the execution and delivery of the Loan Agreement; and WHEREAS, the City has not issued, nor does it expect to issue, more than $10,000,000 in tax-exempt obligations during calendar year 2011. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AS FOLLOWS: SECTION 1. Definitions. Capitalized terms used herein without definition shall have the meanings set forth in the Master Ordinance. Unless the context otherwise clearly requires, the following capitalized terms shall have the following meanings: "BB&T" or"Lender"means Branch Banking and Trust Company. MIAMI/4263025.6 2 "City Attorney" means the City Attorney of the City or his or her designee or the officer succeeding to his or her principal functions. "City Manager" means the City Manager of the City or his or her designee or the officer or officers succeeding to his or her principal functions. "Finance Director" means the Finance Director of the City or his or her designee or the officer or officers succeeding to his or her principal functions "Escrow Agent" means the bank or trust company designated herein to serve in that capacity under the Escrow Deposit Agreement. "Escrow Deposit Agreement" means the Escrow Deposit Agreement between the City and the Escrow Agent, authorized pursuant to Section 11 hereof "Financial Advisor"means First Southwest Company, the financial advisor to the City. "Loan" means the loan provided by the Lender to the City for the refunding of the Refunded Bonds and the financing of the Series 2011 Projects, which Loan shall be evidenced by the Series 2011 Bonds. "Loan Agreement" means the Loan Agreement to be entered into between the City and the Lender setting forth the details of the Loan and the Series 2011 Bonds, authorized pursuant to Section 10 hereof "Series 2011 Bonds" means, collectively, the Series 2011A Bonds and the Series 2011B Bonds. "Series 2011A Bonds" means the City of Opa-Locka, Florida Capital Improvement Revenue Refunding Bonds, Series 2011A, issued pursuant to the Bond Ordinance for the purpose of refunding the Refunded Bonds. "Series 2011B Bonds" means the City of Opa-Locka, Florida Capital Improvement Revenue Bonds, Series 2011B, issued pursuant to the Bond Ordinance for the purpose of financing the Series 2011 Projects. "Series 2011 Project" means those capital improvements described in Exhibit A to the 2011 Ordinance. "Series 2011 Project Account" means an account to be created in the Project Fund as provided in the Bond Ordinance; provided, however, that so long as BB&T is the sole Bondholder for the Series 2011B Bonds, the City shall establish with BB&T a depository account for such purpose. "Series 2011 Resolution" means this resolution, as the same may from time to time be amended and supplemented in accordance with the terms hereof, which Series 2011 Resolution constitutes a subsequent resolution under the Master Ordinance. MIAMI/4263025.6 3 Any reference in this Series 2011 Resolution to the Mayor shall mean either the Mayor or the Vice Mayor of the City. Any reference in this Series 2011 Resolution to the City Manager shall mean either the City Manager or an Assistant City Manager of the City designated by the City Manager. Any reference in this Series 2011 Resolution to the City Clerk shall mean either the City Clerk or any Deputy City Clerk of the City. Unless the context shall otherwise indicate, the words "Bond", "bondholder", "Holder", "owner" and "person" shall include the plural as well as the singular number; words of the masculine gender shall include correlative words of the feminine and neuter genders; and the word "person" means any individual, corporation, partnership,joint venture, association,joint stock company, trust, unincorporated organization or government or any agency or political subdivision. SECTION 2. Authority for Resolution. This Series 2011 Resolution is adopted pursuant to the provisions of the Act and the Master Ordinance. SECTION 3. Findings. The City hereby finds and determines that: (a) The recitals to this Series 2011 Resolution are hereby incorporated herein as findings and determinations; (b) The issuance of the Series 2011 Bonds and the use of the proceeds thereof as described in this Series 2011 Resolution serve a valid public and municipal purpose in accordance with the Act; (c) It is hereby determined by the City that a negotiated sale of the Series 2011 Bonds is in the best interests of the City and is necessitated because of the volatile market conditions and the necessity of being able to adjust the terms of the Series 2011 Bonds to respond to changes in the market; and (d) It is in the best interest of the City to accept the Lender's proposal, to award and sell the Series 2011 Bonds to the Lender pursuant to the Loan Agreement and to enter into the Loan Agreement. SECTION 4. Authorization of Series 2011 Bonds; Designation under the Code. (a) The City hereby authorizes the issuance of additional parity Bonds of the City designated "City of Opa-Locka, Florida Capital Improvement Revenue Refunding Bonds, Series 2011A" to be issued under and pursuant to the Bond Ordinance and the Loan Agreement described herein. The aggregate principal amount of the Series 2011A Bonds shall not exceed Five Million Three Hundred Ninety-Three Thousand Dollars ($5,393,000), with the exact aggregate principal amount of said Series 2011A Bonds to be determined by the City Manager, upon the advice of the Finance Director, the Financial Advisor, the City Attorney and Bond Counsel prior to the execution and delivery by the Mayor of the Loan Agreement. The Series 2011A Bonds shall be issued for the purpose of providing funds, together with other available moneys, for (i) refunding the Refunded Bonds, and (ii) paying certain costs of issuance of the Series 2011A Bonds. (b) The City hereby authorizes the issuance of additional parity Bonds of the City designated "City of Opa-Locka, Florida Capital Improvement Revenue Bonds, Series 2011B" to MIAMU4263025.6 4 be issued under and pursuant to the Bond Ordinance and the Loan Agreement. The aggregate principal amount of the Series 2011B Bonds shall not exceed Two Million Three Hundred Twenty Thousand Dollars ($2,320,000), with the exact aggregate principal amount of said Series 2011B Bonds to be determined by the City Manager, upon the advice of the Finance Director, the Financial Advisor, the City Attorney and Bond Counsel prior to the execution and delivery by the Mayor of the Loan Agreement. The Series 2011B Bonds shall be issued for the purpose of providing funds for (i) paying all or any part of the costs of the Series 2011 Projects and (ii) paying certain costs of issuance of the Series 2011B Bonds. (c) The City hereby designates the Series 2011 Bonds as "qualified tax-exempt obligations" under Section 265(b)(3)(B) of the Code. SECTION 5. Sale and Award of Series 2011 Bonds; Terms and Provisions Applicable to Series 2011 Bonds. (a) The City hereby accepts BB&T's proposal for the Loan and the purchase of the Series 2011 Bonds. The terms of the Loan shall be set forth in the Loan Agreement attached as Exhibit A hereto, including the form of Series 2011 Bond attached thereto. The City Manager is hereby authorized to award the Series 2011 Bonds to BB&T. (b) The Series 2011 Bonds are issuable only in fully registered form and shall be in substantially the form provided as Exhibit A to the Loan Agreement, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager, upon the advice of the Finance Director, the Financial Advisor, the City Attorney and Bond Counsel, with the Mayor's execution of the Series 2011 Bonds being conclusive evidence of the City's approval of such variations, omissions and insertions. The Series 2011 Bonds shall be issued in such principal amounts not exceeding $5,393,000, with respect to the Series 2011A Bonds, and $2,320,000, with respect to the Series 2011B Bonds, shall be dated their date of issuance, shall bear interest at such rate or rates not exceeding 3.31%, with respect to the Series 2011A Bonds, and not exceeding 3.89%, with respect to the Series 2011B Bonds, shall mature on such date or dates not exceeding fifteen (15) years from their date of issuance and shall be subject to Amortization Requirements (as defined in the Loan Agreement), and may be subject to optional or mandatory prepayment, and provide for such notice of prepayment to the holders all as set forth in the Loan Agreement. The execution and delivery of the Loan Agreement by the Mayor shall be deemed to be conclusive evidence of the City's approval of the terms of the Loan. The Series 2011 Bonds shall be secured by and payable from the Pledged Funds as set forth in the Bond Ordinance. SECTION 6. Authorization of Refunding of Refunded Bonds; Authorization of Series 2011 Projects. The refunding of the Refunded Bonds with proceeds of the Series 2011A Bonds is hereby authorized. The City hereby directs the Escrow Agent to send notice of redemption to the Holders of the Refunded Bonds in the manner provided in the Bond Ordinance. The financing of the Series 2011 Projects with proceeds of the Series 2011B Bonds is hereby authorized. SECTION 7. Appointment of Registrar, Paying Agent, Escrow Agent. The City Manager is hereby appointed as Registrar and Paying Agent for the Series 2011 Bonds under and MIAMU4263025.6 5 pursuant to the Bond Ordinance. U.S. Bank National Association, as paying agent for the Refunded Bonds, is hereby appointed as Escrow Agent under the Escrow Deposit Agreement in connection with the refunding of the Refunded Bonds. SECTION 8. Authorization of Execution, Authentication and Delivery of Series 2011 Bonds. The Mayor is hereby authorized and directed to cause the Series 2011 Bonds to be signed with his manual or facsimile signature and the City Clerk is hereby authorized and directed to attest to the execution of the Series 2011 Bonds by the Mayor with her manual or facsimile signature and is hereby directed and authorized to cause the corporate seal of the City or a facsimile thereof to be affixed or imprinted on the Series 2011 Bonds, and the Series 2011 Bonds shall thereupon be delivered to the Registrar for authentication. The Bond Registrar is hereby authorized and directed to authenticate and deliver each of the Series 2011 Bonds to or upon the order of and payment therefor by the Lender. SECTION 9. Application of Bond Proceeds. (a) All moneys received by the City from the sale of the Series 2011A Bonds, unless otherwise provided by the City, shall be disbursed as follows: (i) such moneys as shall be necessary to pay costs of issuance of the Series 2011A Bonds, as shall be specified in a Certificate of the City Manager delivered upon the issuance of the Series 2011 Bonds (the "Proceeds Certificate"), shall be deposited in the Series 2011A Costs of Issuance Account hereby created and established, which Series 2011A Cost of Issuance Account shall be held by the City; and (ii) the balance of such moneys, together with any other available moneys of the City, shall be deposited in the Escrow Deposit Trust Fund created under the Escrow Deposit Agreement to refund the Refunded Bonds, which amount shall be specified in the Proceeds Certificate. (b) All moneys received by the City from the sale of the Series 2011B Bonds, unless otherwise provided by the City, shall be disbursed as follows: (i) such moneys as shall be necessary to pay costs of issuance of the Series 2011B Bonds as shall be specified in the Proceeds Certificate, shall be deposited in the Series 2011B Cost of Issuance Account hereby created and established, which Series 2011B Cost of Issuance Account shall be held by the City; and (ii) the balance of such moneys shall be deposited in the Series 2011 Project Account hereby created and established, for the purpose of paying costs of the Series 2011 Projects, in such amount as shall be specified in the Proceeds Certificate; provided that such moneys, including investment earnings thereon, shall not be used to pay operational expenses of the City. Moneys deposited in the Series 2011 Project Account may be withdrawn to pay costs of the Series 2011 Project upon requisition thereof by a duly authorized officer of the City to be specified in a certificate signed by the City Manager and delivered to BB&T upon issuance of the Series 2011B Bonds. MIAMI/4263025.6 6 SECTION 10. Approval of the Form and Authorization of Execution and Delivery of Loan Agreement. The form of the Loan Agreement is hereby approved in substantially the form approved at this meeting and attached hereto as Exhibit A, with such variations, omissions and insertions as may be approved by the City Manager, upon the advice of the Finance Director, the Financial Advisor, the City Attorney and Bond Counsel. The Mayor is hereby authorized to execute and deliver the Loan Agreement and the City Clerk is hereby authorized and directed to attest to the execution of the Loan Agreement by the Mayor and affix or imprint the seal of the City thereon. The execution and delivery of the Loan Agreement by the Mayor shall be deemed to be conclusive evidence of the City's approval of any variations, omissions and insertions in the Loan Agreement. SECTION 11. Approval of the Form and Authorization of Execution and Delivery of Escrow Deposit Agreement. The form of the Escrow Deposit Agreement is hereby approved in substantially the form approved at this meeting and attached hereto as Exhibit B, with such variations, omissions and insertions as may be approved by the City Manager, upon the advice of the Finance Director, the Financial Advisor, the City Attorney and Bond Counsel. The Mayor is hereby authorized to execute and deliver the Escrow Deposit Agreement and the City Clerk is hereby authorized and directed to attest to the execution of the Escrow Deposit Agreement by the Mayor and affix or imprint the seal of the City thereon. The execution and delivery of the Escrow Deposit Agreement by the Mayor shall be deemed to be conclusive evidence of the City's approval of any variations, omissions and insertions in the Escrow Deposit Agreement. SECTION 12. General Authority. The members of the Commission, the City Manager, the Finance Director, the Financial Advisor, the City Attorney, Bond Counsel and the officers, attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by the Bond Ordinance, the Loan Agreement, the Escrow Deposit Agreement and the Series 2011 Bonds or desirable or consistent with the requirements of the Bond Ordinance, the Loan Agreement, the Escrow Deposit Agreement and the Series 2011 Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained herein or therein, and each member, employee, attorney and officer of the Commission, the City Manager, the Finance Director, the Financial Advisor, the City Attorney and Bond Counsel is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and to cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. SECTION 13. Headings for Convenience Only. The headings preceding the texts of the several sections and subsections hereof shall be solely for convenience of reference and shall not constitute a part of this Series 2011 Resolution, nor shall they affect its meaning, construction or effect. SECTION 14. Severability. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof. MIAMI/4263025.6 7 SECTION 15. Effective Date. This Series 2011 Resolution shall take effect immediately upon its adoption. The foregoing Series 2011 Resolution was offered by COMM- TYDITS , who moved for its adoption. The motion was seconded by VM JOHNSON , and upon being put to a vote, the vote was as follows: Myra L. Taylor, Mayor YES Dorothy Johnson, Vice Mayor YES Rose Tydus, Commissioner YES Timothy Holmes, Commissioner OUT OF ROOM Gail E. Miller, Commissioner YES Myra . Tay1 Mayor ATTEST: Deborah S. Irb71.M. Approved as t i fo d 1-tal s 1-'ency: Jo�- w . iI e'er, Ci y Attorney W W p t 'i/epared by: nd Counsel - Squire, Sanders & Dempsey(US) LLP MIAMI/4263025.6 8 EXHIBIT A FORM OF LOAN AGREEMENT MIAMI/4263025.6 EXHIBIT B FORM OF ESCROW DEPOSIT AGREEMENT MIAMI/4263025.6 FirstSouthwestigt Memorandum A Ptak is<.ap t ti(.Ornp itty 18851 NE 29th Avenue Edward Marquez Suite 520 Senior Vice President Aventura,FL,33180 (305)819-8886 Direct edward.marquez @fistsw.com Date: April 1,2011 To: Mr. Clarence Patterson City Manager City of Opa-Locka Cc: Dr. Ezekiel Orji Finance Director Subject: Recommendation regarding Proposed Bank Loan We have reviewed the proposals received by the City in response to the RFP for a tax-exempt loan to refund the City's Series 1994 Capital Improvement Bonds for debt service savings and to provide approximately $2 Million for new capital projects. The RFP was advertised and also specifically sent out to 17 banks that have been recently active in municipal lending within the State of Florida. The City received two bids namely from Branch Banking and Trust Company(BB&T)and Regions Bank. We include the following exhibits which lay out the terms of both bids: ➢ Exhibit I—A side-by-side comparison of the terms of both bids; ➢ Exhibit II—A comparison of interest rates and related debt service amounts from both bids; ➢ Exhibit III—BBT's proposal; and ➢ Exhibit IV—Regions'proposal. We recommend that the City accept the BB&T proposal for the following reasons: 1) BB&T offers an average fixed interest rate of 3.55% while Regions' proposed rate would not be set until the day of closing. Using the formula for setting the rate, as of 4/1/11, the average interest rate offered by Regions was 3.77%. 2) BB&T's proposal had more liberal terms for the City such as not having a requirement to keep $1M on deposit at the bank during the term of the loan; lower legal fees,etc.; and 3) The transaction offered by BB&T locks in significant savings on the refunding component of the loan which in term would generate approximately $2.3 Million of proceeds for new capital improvements. Please let us know if you have any questions. This communication is for information only,not an offer,solicitation or recommendation,nor an official confirmation of any financial transaction.It is not to be considered research.The information is considered to be reliable,but First Southwest Company does not warrant its completeness or accuracy,prices and availability are subject to change without notice.Clients should consult their own advisors regarding any accounting,legal or tax aspects.Investors are instructed to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Exhibit I City of Opa-Locka, Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Proposal Responses 4/1/2011 Bank: RIMY Regions Loan Terms Series 2011A Series 20118 Series 2011A Series 2011B Size $5,680,000 $2,320,000 $5,390,000 $2,220,000 Final Maturity 1-Jan-2024 1-Jan-2026 1-Jan-2024 1-Jan-2026 Tax Status Bank Qualified Bank Qualified Closing Date 28-Apr-2011 28-Apr-2011 Prepayment on a scheduled Call Feature/Penalty payment date @ 101% Make-Whole call Fixed Interest Rate 63.7%of the 7-Year 63.7%of the 7-Year Fixed Rate 3.31% 3.89% Libor-swap rate Libor-swap rate +172 bpsi" +188 bps(i) Interest Daycount Method 30/360 Actual/360 Date Rate held until 15-May-2011 -- Notification to Bank 7-Apr-2011 1-Apr-2011 by 12 PM Covenants Financial Statements N/A N/A Budget N/A N/A Required Public Funds Money Market Account Other N/A with opening deposit not less than$1,000,000, balance tested semi annually. Expenses Legal Expense/Bank Fees $3,500 I $3,500 Not to exceed$5,500 Main Contact Michael C.Smith Oscar Herrera Florida Sales Officer Vice President (407)241-3570 (305)774-5152 (1)As of April 1,2011,the indicative rate was 3.65%for Series 2011A,and 3.81%for Series 2011B. Rates will be set at closing based on the formula. H H A u o �i y en N ,.O IN = v N N X O O R▪ N O N E O 1.[I] Q fill Hi EA _ N 0 `. R e 4 —0 en R o F _O 0 o a O N H b O N 00 -. N O s M EA EA M Vi CV O H9 69 tu PA C • O Ve 7 ess O- ~ e bo 01 '" N ,°-_, I I o RA' o a y N 00 N N Q\ en 041 i e4 en 14 en EA 4 °O co„ co N e N O e � ol en co a . ,o WI' Os 'el 44 fi69) M d9 ~ 669' fi�A G 0 EMI U ''1` _ N en_ O C ^" e O t` O e m eu ^1 a� O e. b V1 "' V1 a ,A try ° N 0 In ,47 co F r In a,, s.c eO+i, S a M i v] N r„,?, dto9 .-. N O� fi11 3 EA fig EA 0 co Col co b g a CO o eh in az O N e v O C 0 o 0 e oe . a co . N O p, I I N o Oe o M �r . N NN eis a V9 Q b C ° CA 4, M U o . 49 O .r cz = o> b-0 o o e o In� e '°O 1 N en in b 4 QQ O cu'�' 4f1 M 22 'b. �p M .=al -ct C o o., 0 0 0 s y h z v o Yp U e AO CO b eo eo CR n p - h r c a o d ❑ c x e a w y o C 7 C. o V a a o = tle _ 0© a a 01.t 0 H• h y ti O ej C ae V a p 5 S C o > °°tt y e•.. 0 c Cl) ye •.� C i 3 L.) F aa F _ C) MI cC oa a. z Q `. Exhibit III B I3TBB&T Governmental Finance 255 S.Orange Avenue Orlando, FL 32801 (407)241-3570 Fax(877)320-4453 March 28,2011 The City of Opa-Locka Office of the City Clerk Attention: Deborah Irby 780 Fisherman Street,Fourth Floor Opa-Locka,FL 33054 Dear Ms. Irby: Branch Banking and Trust Company ("BB&T") is pleased to offer this proposal for the financing requested by the City of Opa-Locka,FL("City"). (1) Project: Refunding of the City's Capital Improvement and Refunding Bonds, Series 1994("Bond") (2) Amount To Be Financed: Not to exceed$5,680,000 (3) Interest Rates,Financing Terms and Corresponding Payments: Final Maturity BQ Rate NBO Rate January 1,2024 3.31% 4.24% Interest payments on the Bond shall be due semiannually each July 1 and January 1, commencing July 1, 2011. Principal payments on the Bond shall be due annually each January 1, commencing January 1 2012. Interest will accrue on the principal balance of the Bond on a 30/360 day count basis. Upon being awarded this transaction BB&T must approve of the final amortization schedule. The amortization schedule provided in the City's RFP is acceptable. The interest rates stated above are valid for a closing not later than 45 days after today. Closing of the financing is contingent upon completing documentation acceptable to BB&T and its counsel. Remuneration for our legal review expenses and underwriting for this financing transaction shall be $3,500.00. All applicable costs of counsel for the City and any other costs shall be the City's responsibility and separately payable by the City. The financing documents shall allow for the prepayment of the principal balance of the Bond in whole on a scheduled payment date with a 1%prepayment premium. The financing documents shall also include provisions that will outline appropriate changes to be implemented in the event that this transaction is determined be taxable in accordance with Florida State Statutes or the Internal Revenue Service code.These provisions must be acceptable to BB&T. The stated interest rates above take into consideration both the City's intent to borrow less than and more than $10,000,000 in the calendar year 2011. The financing shall comply with the applicable IRS Code Sections 141, 148, 149(e) and 265(b)(3). BB&T reserves the right to terminate its interest in this bid or to negotiate a mutually acceptable rate if the financing is not a qualified tax-exempt financing. (4) Financing Documents: It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the financing documents according to Florida State statutes. BB&T shall also require the City to provide an unqualified bond counsel opinion. BB&T and its counsel reserve the right to review and approve all documentation before closing. (5) Security: The Bond shall be secured by a pledge of and lien on the City's (i) Guaranteed Entitlement Revenues received from the State of Florida pursuant to Chapter 218,Part II,Florida Statutes,and(ii)Local Government Half-Cent Sales Tax distributions from the State of Florida pursuant to Part VI,Chapter 218,Florida Statutes. * * * * * * BB&T appreciates the opportunity to make this financing proposal and requests to be notified within ten days of this proposal should BB&T be the successful proposer. BB&T shall have the right to cancel this offer by notifying the City of its election to do so(whether or not this offer has previously been accepted by the City) if at any time prior to the closing there is a material adverse change in the City's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation with the City or if there is a change in law (or proposed change in law) that changes the economic effect of this financing to BB&T. We reserve the right to negotiate and/or terminate our interest in this transaction should we be the successful proposer. Please call me at (803) 251-1328 with your questions and comments or contact Michael C. Smith in our Orlando,FL office at: 255 South Orange Avenue Orlando,FL 32801 Phone: 407.241.3570 Fax: 877.320.4453 Email: mcsmith(),bbandt.com We look forward to hearing from you. Sincerely, BRANCH BANKING AND TRUST COMPANY Andrew G. Smith Senior Vice President Exhibit III Continued B I3STBB&T Governmental Finance 255 S.Orange Avenue Orlando, FL 32801 (407)241-3570 Fax(877)320-4453 March 28,2011 The City of Opa-Locka Office of the City Clerk Attention: Deborah Irby 780 Fisherman Street,Fourth Floor Opa-Locka,FL 33054 Dear Ms. Irby: Branch Banking and Trust Company ("BB&T") is pleased to offer this proposal for the financing requested by the City of Opa-Locka,FL("City"). (1) Project: Financing of capital projects as described in the City's RFP (2) Amount To Be Financed: Not to exceed$2,320,000 (3) Interest Rates,Financing Terms and Corresponding Payments: Final Maturity BO Rate NBO Rate January 1,2026 3.89% 4.76% Interest payments on the Bond shall be due semiannually each July 1 and January 1, commencing July 1, 2011. Principal payments on the Bond shall be due annually each January 1, commencing January 1 2012. Interest will accrue on the principal balance of the Bond on a 30/360 day count basis.Upon being awarded this transaction BB&T must approve of the final amortization schedule. The amortization schedule provided in the City's RFP is acceptable. The financing proceeds shall be deposited on behalf of the City into a project fund account with BB&T. Earnings on the project fund shall accrue to the benefit of the City for use on project costs or interest payments. The interest rates stated above are valid for a closing not later than 45 days after today. Closing of the financing is contingent upon completing documentation acceptable to BB&T and its counsel. Remuneration for our legal review expenses and underwriting for this financing transaction shall be $3,500.00. All applicable costs of counsel for the City and any other costs shall be the City's responsibility and separately payable by the City. The financing documents shall allow for the prepayment of the principal balance of the Bond in whole on a scheduled payment date with a 1%prepayment premium. The financing documents shall also include provisions that will outline appropriate changes to be implemented in the event that this transaction is determined be taxable in accordance with Florida State Statutes or the Internal Revenue Service code. These provisions must be acceptable to BB&T. The stated interest rates above take into consideration both the City's intent to borrow less than and more than $10,000,000 in the calendar year 2011. The financing shall comply with the applicable IRS Code Sections 141, 148, 149(e) and 265(b)(3). BB&T reserves the right to terminate its interest in this bid or to negotiate a mutually acceptable rate if the financing is not a qualified tax-exempt financing. (4) Financing Documents: It shall be the responsibility of the City to retain and compensate counsel to appropriately structure the financing documents according to Florida State statutes. BB&T shall also require the City to provide an unqualified bond counsel opinion. BB&T and its counsel reserve the right to review and approve all documentation before closing. (5) Security: The Bond shall be secured by a pledge of and lien on the City's (i) Guaranteed Entitlement Revenues received from the State of Florida pursuant to Chapter 218,Part II,Florida Statutes,and(ii)Local Government Half-Cent Sales Tax distributions from the State of Florida pursuant to Part VI,Chapter 218,Florida Statutes. * * * * * * BB&T appreciates the opportunity to make this financing proposal and requests to be notified within ten days of this proposal should BB&T be the successful proposer. BB&T shall have the right to cancel this offer by notifying the City of its election to do so(whether or not this offer has previously been accepted by the City) if at any time prior to the closing there is a material adverse change in the City's financial condition, if we discover adverse circumstances of which we are currently unaware, if we are unable to agree on acceptable documentation with the City or if there is a change in law (or proposed change in law) that changes the economic effect of this financing to BB&T. We reserve the right to negotiate and/or terminate our interest in this transaction should we be the successful proposer. Please call me at (803) 251-1328 with your questions and comments or contact Michael C. Smith in our Orlando,FL office at: 255 South Orange Avenue Orlando,FL 32801 Phone:407.241.3570 Fax: 877.320.4453 Email: mcsmith(ce,bbandt.com We look forward to hearing from you. Sincerely, BRANCH BANKING AND TRUST COMPANY Andrew G. Smith Senior Vice President Exhibit IV I 6 if ., March 25,2011 Mrs.Deborah Irby City of Opa-Locka Office of the City Clerk 780 Fisherman Street,4th Floor Opa-Locka,FL 33054 Phone:(305)953-2868 Fax:(305)953-2900 dirby@cityofdoral.com Reference: $7,610,000 Tax Exempt Bank Loan Dear Deborah: Thank you for providing Regions Bank(the"Bank")with the opportunity to provide a financing solution to the City of Opa-Locka(the"City")for an up to$7,610,000 Tax Exempt loan facility(the"Loan")to currently refund the City's outstanding Capital Improvement and Refunding Bonds,Series 1994(Series 2011A),and provide approximately$2,220,000 for certain capital projects and other general purposes(Series 2011B). We note the City's desire to obtain proposals for both Bank Qualified and Non-Bank Qualified transactions. I am pleased to inform you that the Bank has agreed to commit up to$7,610,000 to satisfy the City's funding needs. Upon our designation as the selected financial institution we commit to working with you and your advisors to close the transaction in the most expeditious manner. Below,you will find our proposed set of terms and conditions as associated with this commitment: Facility: Up to$7,610,000 Tax-Exempt Term Loan(the"Loan") Amount: Loan amounts are based on those included in the Request for Proposal issued by the City on March 7, 2011 ("RFP")as follows: • Series 2011A: Up to$5,390,000 • Series 2011B:Up to$2,220,000 Maturity: The maturity date of the bonds is as follows: • Series 2011A:January 1,2024(approximately thirteen(13)years from Loan closing) • Series 2011B:January 1,2026(approximately fifteen(15)years from Loan closing) Amortization: Amortizations for Series 2011A and Series 2011B Bonds are to follow those included in the RFP and will be designed in consultation with the City's financial advisor to achieve an approximately leveled debt service requirement for the City. See Annex A—Amortization Schedule. Interest Rate: The rate on this borrowing would be fixed for the entirety of the Loan. Interest payments on the Loan will be calculated on an Actual/360-day basis and will be paid semi-annually each July 1 and January 1, commencing on July 1,2011. As requested by the City,both Bank Qualified and Non-Bank Qualified rates are offered. The rate will be set at closing based upon the following formula: Oscar Herrera Public/Institutional/Not-for-Profit Group 2800 Ponce de Leon Boulevard,9th Floor,Coral Gables,FL 33134 Phone: (305)774-5152 Fax: (305)774-5189 Bank Qualified, Tax Exempt rates: • Series 2011A: 63.7%of the 7-year Libor-swap rate plus 172 bps. As of March 25,2011,the indicative rate using the above formula was 3.64%. • Series 2011B: 63.7%of the 7-year Libor-swap rate plus 188 bps. As of March 25,2011,the indicative rate using the above formula was 3.80%. NON-Bank Qualified Tax Exempt rates: • Series 2011A: 63.7%of the 7-year Libor-swap rate plus 244 bps. As of March 25,2011,the indicative rate using the above formula was 4.29%. • Series 2011B: 63.7%of the 7-year Libor-swap rate plus 260 bps. As of March 25,2011,the indicative rate using the above formula was 4.45%. Repayment: The principal amount of the Loan will be payable annually each year through the final maturity of the Loan,following the aforementioned amortization pattern. Principal payments will commence on January 1,2012. Prepayment: The City may prepay the outstanding principal amount of the Loan in whole or in part,together with interest accrued through the prepayment date,at a premium determined in accordance with the following. An amount equal to the result of the formula A x((B—C)x(D/360)),where: (i) "A"equals the prepaid principal amount of the Loan on the date of prepayment. (ii) `B"equals the 7-year Interest Rate Swap Index(rate)as published in Federal Reserve Statistical Release H.15(http://www.federalreserve.gov/releases/h15/data.htm)on the date of issuance of the Senior Credit Facility and concurred by the Bank. (iii) "C"equals the 7-year Interest Rate Swap Index(rate)as published in Federal Reserve Statistical Release H.15 (http://www.federalreserve.gov/releases/h15/data.htm)on the proposed prepayment date and concurred by the Bank. (iv) "D"equals the number of days from and including the prepayment date to but not including maturity date of the Loan. No prepayment penalty shall be due or owing hereunder if,on the date of such prepayment,the difference obtained by subtracting"C"from"B"is zero or less. Bank Facility Fee: Waived Security: The Loan will be secured solely by a pledge of and lien on the Pledged Revenues,which consist of the City's(i)Guaranteed Entitlement Revenues received from the State of Florida pursuant to Chapter 218,Part II, Florida Statutes,and(ii)Local Government Half-Cent Sales Tax distributions from the State of Florida pursuant to Part VI,Chapter 218,Florida Statutes. Required Deposit: The Bank is proud to be an existing financial partner to the City. It is our hope that this $7,610,000 commitment clearly conveys our desire to enhance our relationship and become the leading financial resource to the City. To that end, the City will cause to be on deposit with the Bank a Public Funds Money Market Account with opening deposit balance not less than$1,000,000. This balance is to be tested semi-annually. Legal Fees: The City's Bond Counsel will provide documentation associated with this transaction. Documentation will be subject to the Bank's review and approval. The City agrees to pay all legal fees and expenses of the Bank associated with the review and closing of this transaction, which costs may be paid with proceeds of the Loan and are expected not to exceed$5,500. Covenants& Reporting Requirements: Mutually agreeable covenants and requirements including but not limited Oscar Herrera Public/Institutional/Not-for-Profit Group 2800 Ponce de Leon Boulevard,9th Floor,Coral Gables,FL 33134 Phone: (305)774-5152 Fax: (305)774-5189 to maintaining compliance with (i) Debt Service Coverage requirements, (ii) Additional Debt requirements, (iii) Permitted Liens and Encumbrances,and(iv)Financial Reporting requirements. Other: The City will comply with all City, County, State and Federal regulations in regard to all timeframes for reporting of all budgetary,compliance and financial issues. The City's legal counsel will deliver an opinion, which shall be satisfactory to the Bank and its legal counsel,with respect to the enforceability of the financing documents against the City. The Bank shall receive an opinion of Bond Counsel retained by the City as to the validity and tax- exempt status of the Loan. The Loan is to be governed by and subject to the formal documents setting forth terms and conditions typical and customary in conjunction with the above-described borrowing and consistent with prudent banking practices. Documentation is to be governed by the laws of the State of Florida and the United States. Acceptance by City: Upon return by the City to the Bank of a fully executed copy of this commitment,by the time set forth below,this commitment will constitute an agreement of the City to accept the terms and conditions set out above regarding the aforementioned credit facilities. This includes payment of any fees/expenses noted above, regardless of whether the Loan is closed. Unless an executed copy of this commitment is received by the Bank by 12:00 p.m. Eastern Daylight Time on Friday,April 1,2011,this commitment shall,at the Bank's option,be null and void and of no further force and effect. Thank you for providing the Bank with this opportunity to develop a financial partnership with the City of Opa- Locka. We are grateful for your consideration and remain available to promptly respond to any questions that you may have regarding our commitment and this document. I look forward to hearing from you. Sincerely, Oscar Herrera Vice President Signed and accepted on this day of ,2011. City of Opa-Locka,Florida By: Title: Oscar Herrera Public/Institutional/Not-for-Profit Group 2800 Ponce de Leon Boulevard,9th Floor,Coral Gables,FL 33134 Phone: (305)774-5152 Fax: (305)774-5189 ANNEX A_AMORTIZATION SCHEDULE Series 2011A Refunding Note Series 2011B New Money Note Period Ending Principal Period Ending Principal 1/1/2012 $ 342/000 1/1/2012 $ 29,000 1/1/2013 344'000 1/1/2013 33,000 1/1/2014 357,000 1/1/2014 33,000 1/1/2015 369'008 1/1/2015 35.080 1/1/3016 283'000 1/1/2016 36'000 1/1/2017 396,000 1/1/2017 38.000 1/1/2018 410'000 1/1/2018 90,000 1/1/2019 425,000 1/1/2019 93,000 1/1/2020 440'000 1/1/2020 97.000 1/1/2021 466'000 1/1/I021 101'000 1/1/2022 172.000 1/1/2022 106,080 1/1/2023 489,000 1/1/2023 110.000 1/1/2024 507'000 1/1/2024 114.080 55,390'000 1/1/2025 644'000 1/1/2026 871.000 $ 2'220'000 Oscar Herrera Public/Institutional/Not-for-Profit Group 2800 Ponce de Leon Boulevard,9th Floor,Cora Gables,FL 33134 Phone: (305)774-5152 Fax: (305)774-5189 FirstSouthwest4* TABLE OF CONTENTS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Report Page Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Sources and Uses of Funds 1 Bond Summary Statistics 2 Bond Debt Service 3 Bond Debt Service Breakdown 5 Cost of Issuance 6 Form 8038 Statistics 7 Proof of Arbitrage Yield 9 Series 2011A(Refunding) Sources and Uses of Funds 10 Bond Summary Statistics 11 Bond Debt Service 12 Bond Pricing 14 Summary of Bonds Refunded 15 Prior Bond Debt Service 16 Savings 17 Summary of Refunding Results 18 Escrow Requirements 19 Escrow Sufficiency 20 Escrow Cost 21 Series 2011B(New Money) Sources and Uses of Funds 22 Bond Summary Statistics 23 Bond Debt Service 24 Bond Pricing 26 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) FirstSouthwest SOURCES AND USES OF FUNDS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Dated Date 04/28/2011 Delivery Date 04/28/2011 Series 2011A Series 2011B Sources: (Refunding) (New Money) Total Bond Proceeds: Par Amount 5,393,000.00 2,320,000.00 7,713,000.00 Other Sources of Funds: Debt Service Fund 108,403.75 108,403.75 5,501,403.75 2,320,000.00 7,821,403.75 Series 2011A Series 2011B Uses: (Refunding) (New Money) Total Project Fund Deposits: Project Fund 2,302,102.95 2,302,102.95 Refunding Escrow Deposits: Cash Deposit 5,458,979.17 5,458,979.17 Delivery Date Expenses: Cost of Issuance 42,424.58 17,897.05 60,321.63 5,501,403.75 2,320,000.00 7,821,403.75 Notes: 30/360 Interest daycount. Prepayment on scheduled payment date @ 101%. Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 1 FirstSouthwest4 BOND SUMMARY STATISTICS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Dated Date 04/28/2011 Delivery Date 04/28/2011 First Coupon 07/01/2011 Last Maturity 01/01/2026 Arbitrage Yield 3.538604% True Interest Cost(TIC) 3.538604% Net Interest Cost(NIC) 3.546724% All-In TIC 3.650021% Average Coupon 3.546724% Average Life(years) 8.492 Duration of Issue(years) 7.184 Par Amount 7,713,000.00 Bond Proceeds 7,713,000.00 Total Interest 2,322,972.30 Net Interest 2,322,972.30 Total Debt Service 10,035,972.30 Maximum Annual Debt Service 696,509.70 Average Annual Debt Service 683,882.27 Underwriter's Fees(per$1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life Duration change Series 2011A 5,393,000.00 100.000 3.310% 7.188 6.275 5,500.86 Series 20118 2,320,000.00 100.000 3.890% 11.522 9.193 2,575.20 7,713,000.00 8.492 8,076.06 All-In Arbitrage TIC TIC Yield Par Value 7,713,000.00 7,713,000.00 7,713,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -Cost of Issuance Expense (60,321.63) -Other Amounts Target Value 7,713,000.00 7,652,678.37 7,713,000.00 Target Date 04/28/2011 04/28/2011 04/28/2011 Yield 3.538604% 3.650021% 3.538604% Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 2 FirstSouthwest4* BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Period Ending Principal Coupon Interest . Debt Service 01/01/2012 358,000 ** 181,410.50 539,410.50 01/01/2013 390,000 ** 256,541.10 646,541.10 01/01/2014 403,000 ** 243,400.10 646,400.10 01/01/2015 416,000 ** 229,852.00 645,852.00 01/01/2016 430,000 ** 215,856.20 645,856.20 01/01/2017 445,000 ** 201,385.40 646,385.40 01/01/2018 510,000 ** 186,394.90 696,394.90 01/01/2019 527,000 ** 168,962.90 695,962.90 01/01/2020 545,000 ** 150,950.80 695,950.80 01/01/2021 564,000 ** 132,319.70 696,319.70 01/01/2022 583,000 ** 113,048.10 696,048.10 01/01/2023 603,000 ** 93,124.40 696,124.40 01/01/2024 624,000 ** 72,509.70 696,509.70 01/01/2025 645,000 3.890% 51,153.50 696,153.50 01/01/2026 670,000 3.890% 26,063.00 696,063.00 7,713,000 2,322,972.30 10,035,972.30 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 3 FrstSouthwest4 BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Period Annual Ending Principal Coupon Interest Debt Service Debt Service 07/01/2011 47,032.35 47,032.35 01/01/2012 358,000 ** 134,378.15 492,378.15 539,410.50 07/01/2012 128,270.55 128,270.55 01/01/2013 390,000 ** 128,270.55 518,270.55 646,541.10 07/01/2013 121,700.05 121,700.05 01/01/2014 403,000 ** 121,700.05 524,700.05 646,400.10 07/01/2014 114,926.00 114,926.00 01/01/2015 416,000 ** 114,926.00 530,926.00 645,852.00 07/01/2015 107,928.10 107,928.10 01/01/2016 430,000 ** 107,928.10 537,928.10 645,856.20 07/01/2016 100,692.70 100,692.70 01/01/2017 445,000 ** 100,692.70 545,692.70 646,385.40 07/01/2017 93,197.45 93,197.45 01/01/2018 510,000 ** 93,197.45 603,197.45 696,394.90 07/01/2018 84,481.45 84,481.45 01/01/2019 527,000 ** 84,481.45 611,481.45 695,962.90 07/01/2019 75,475.40 75,475.40 01/01/2020 545,000 ** 75,475.40 620,475.40 695,950.80 07/01/2020 66,159.85 66,159.85 01/01/2021 564,000 ** 66,159.85 630,159.85 696,319.70 07/01/2021 56,524.05 56,524.05 01/01/2022 583,000 ** 56,524.05 639,524.05 696,048.10 07/01/2022 46,562.20 46,562.20 01/01/2023 603,000 ** 46,562.20 649,562.20 696,124.40 07/01/2023 36,254.85 36,254.85 01/01/2024 624,000 ** 36,254.85 660,254.85 696,509.70 07/01/2024 25,576.75 25,576.75 01/01/2025 645,000 3.890% 25,576.75 670,576.75 696,153.50 07/01/2025 13,031.50 13,031.50 01/01/2026 670,000 3.890% 13,031.50 683,031.50 696,063.00 7,713,000 2,322,972.30 10,035,972.30 10,035,972.30 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 4 FiirstSouthwest4* BOND DEBT SERVICE BREAKDOWN City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Period Series 2011A Series 20116 Ending (Refunding) (New Money) Total 01/01/2012 415,493.10 123,917.40 539,410.50 01/01/2013 518,743.80 127,797.30 646,541.10 01/01/2014 524,158.80 122,241.30 646,400.10 01/01/2015 522,011.10 123,840.90 645,852.00 01/01/2016 521,532.40 124,323.80 645,856.20 01/01/2017 519,656.50 126,728.90 646,385.40 01/01/2018 521,416.50 174,978.40 696,394.90 01/01/2019 521,680.00 174,282.90 695,962.90 01/01/2020 521,480.10 174,470.70 695,950.80 01/01/2021 523,816.80 172,502.90 696,319.70 01/01/2022 523,590.80 172,457.30 696,048.10 01/01/2023 522,868.30 173,256.10 696,124.40 01/01/2024 519,649.30 176,860.40 696,509.70 01/01/2025 696,153.50 696,153.50 01/01/2026 696,063.00 696,063.00 6,676,097.50 3,359,874.80 10,035,972.30 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 5 FirstSouthwest COST OF ISSUANCE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Cost of Issuance $/1000 Amount Bond Counsel 4.05160 31,250.00 Financial Advisor 2.52820 19,500.00 Bank Counsel/Expenses 0.90756 7,000.00 Miscellaneous/Contingency 0.33342 2,571.63 7.82077 60,321.63 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 6 FirstSouthwest'S FORM 8038 STATISTICS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Dated Date 04/28/2011 Delivery Date 04/28/2011 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Series 2011A: 01/01/2012 295,000.00 3.310% 100.000 295,000.00 295,000.00 01/01/2013 350,000.00 3.310% 100.000 350,000.00 350,000.00 01/01/2014 367,000.00 3.310% 100.000 367,000.00 367,000.00 01/01/2015 377,000.00 3.310% 100.000 377,000.00 377,000.00 01/01/2016 389,000.00 3.310% 100.000 389,000.00 389,000.00 01/01/2017 400,000.00 3.310% 100.000 400,000.00 400,000.00 01/01/2018 415,000.00 3.310% 100.000 415,000.00 415,000.00 01/01/2019 429,000.00 3.310% 100.000 429,000.00 429,000.00 01/01/2020 443,000.00 3.310% 100.000 443,000.00 443,000.00 01/01/2021 460,000.00 3.310% 100.000 460,000.00 460,000.00 01/01/2022 475,000.00 3.310% 100.000 475,000.00 475,000.00 01/01/2023 490,000.00 3.310% 100.000 490,000.00 490,000.00 01/01/2024 503,000.00 3.310% 100.000 503,000.00 503,000.00 Series 2011B: 01/01/2012 63,000.00 3.890% 100.000 63,000.00 63,000.00 01/01/2013 40,000.00 3.890% 100.000 40,000.00 40,000.00 01/01/2014 36,000.00 3.890% 100.000 36,000.00 36,000.00 01/01/2015 39,000.00 3.890% 100.000 39,000.00 39,000.00 01/01/2016 41,000.00 3.890% 100.000 41,000.00 41,000.00 01/01/2017 45,000.00 3.890% 100.000 45,000.00 45,000.00 01/01/2018 95,000.00 3.890% 100.000 95,000.00 95,000.00 01/01/2019 98,000.00 3.890% 100.000 98,000.00 98,000.00 01/01/2020 102,000.00 3.890% 100.000 102,000.00 102,000.00 01/01/2021 104,000.00 3.890% 100.000 104,000.00 104,000.00 01/01/2022 108,000.00 3.890% 100.000 108,000.00 108,000.00 01/01/2023 113,000.00 3.890% 100.000 113,000.00 113,000.00 01/01/2024 121,000.00 3.890% 100.000 121,000.00 121,000.00 01/01/2025 645,000.00 3.890% 100.000 645,000.00 645,000.00 01/01/2026 670,000.00 3.890% 100.000 670,000.00 670,000.00 7,713,000.00 7,713,000.00 7,713,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 01/01/2026 3.890% 670,000.00 670,000.00 Entire Issue 7,713,000.00 7,713,000.00 8.4917 3.5386% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 60,321.63 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Proceeds used to currently refund prior issues 5,350,575.42 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 7.5162 Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 7 FrstSouthwest4* FORM 8038 STATISTICS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Capital Improvement Revenue Bonds,Series 1994: TERM14 01/01/2012 275,000.00 7.000% 100.000 275,000.00 TERM14 01/01/2013 290,000.00 7.000% 100.000 290,000.00 TERM14 01/01/2014 315,000.00 7.000% 100.000 315,000.00 TERM24 01/01/2015 335,000.00 6.125% 100.000 335,000.00 TERM24 01/01/2016 355,000.00 6.125% 100.000 355,000.00 TERM24 01/01/2017 375,000.00 6.125% 100.000 375,000.00 TERM24 01/01/2018 400,000.00 6.125% 100.000 400,000.00 TERM24 01/01/2019 425,000.00 6.125% 100.000 425,000.00 TERM24 01/01/2020 450,000.00 6.125% 100.000 450,000.00 TERM24 01/01/2021 480,000.00 6.125% 100.000 480,000.00 TERM24 01/01/2022 510,000.00 6.125% 100.000 510,000.00 TERM24 01/01/2023 540,000.00 6.125% 100.000 540,000.00 TERM24 01/01/2024 570,000.00 6.125% 100.000 570,000.00 5,320,000.00 5,320,000.00 Remaining Last Weighted Call Issue Average Date Date Maturity Capital Improvement Revenue Bonds,Series 1994 05/31/2011 04/28/1994 7.5162 All Refunded Issues 05/31/2011 7.5162 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 8 FirstSouthwest4 PROOF OF ARBITRAGE YIELD City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A&B Branch Banking and Trust **Final Numbers Pending Approval** Present Value to 04/28/2011 Date Debt Service Total @ 3.5386037% 07/01/2011 47,032.35 47,032.35 46,744.53 01/01/2012 492,378.15 492,378.15 480,857.17 07/01/2012 128,270.55 128,270.55 123,091.34 01/01/2013 518,270.55 518,270.55 488,697.67 07/01/2013 121,700.05 121,700.05 112,760.68 01/01/2014 524,700.05 524,700.05 477,706.61 07/01/2014 114,926.00 114,926.00 102,813.85 01/01/2015 530,926.00 530,926.00 466,713.70 07/01/2015 107,928.10 107,928.10 93,225.41 01/01/2016 537,928.10 537,928.10 456,569.81 07/01/2016 100,692.70 100,692.70 83,977.73 01/01/2017 545,692.70 545,692.70 447,195.60 07/01/2017 93,197.45 93,197.45 75,047.57 01/01/2018 603,197.45 603,197.45 477,282.25 07/01/2018 84,481.45 84,481.45 65,684.11 01/01/2019 611,481.45 611,481.45 467,159.82 07/01/2019 75,475.40 75,475.40 56,659.25 01/01/2020 620,475.40 620,475.40 457,691.84 07/01/2020 66,159.85 66,159.85 47,954.16 01/01/2021 630,159.85 630,159.85 448,813.32 07/01/2021 56,524.05 56,524.05 39,557.74 01/01/2022 639,524.05 639,524.05 439,782.86 07/01/2022 46,562.20 46,562.20 31,462.85 01/01/2023 649,562.20 649,562.20 431,289.19 07/01/2023 36,254.85 36,254.85 23,653.59 01/01/2024 660,254.85 660,254.85 423,278.14 07/01/2024 25,576.75 25,576.75 16,111.75 01/01/2025 670,576.75 670,576.75 415,077.45 07/01/2025 13,031.50 13,031.50 7,926.08 01/01/2026 683,031.50 683,031.50 408,213.90 10,035,972.30 10,035,972.30 7,713,000.00 Proceeds Summary Delivery date 04/28/2011 Par Value 7,713,000.00 Target for yield calculation 7,713,000.00 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 9 FirstSouthwest SOURCES AND USES OF FUNDS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Dated Date 04/28/2011 Delivery Date 04/28/2011 Sources: Bond Proceeds: Par Amount 5,393,000.00 Other Sources of Funds: Debt Service Fund 108,403.75 5,501,403.75 Uses: Refunding Escrow Deposits: Cash Deposit 5,458,979.17 Delivery Date Expenses: Cost of Issuance 42,424.58 5,501,403.75 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 10 FirstSouthwest,* BOND SUMMARY STATISTICS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Dated Date 04/28/2011 Delivery Date 04/28/2011 First Coupon 07/01/2011 Last Maturity 01/01/2024 Arbitrage Yield 3.538604% True Interest Cost(TIC) 3.310497% Net Interest Cost(NIC) 3.310000% All-In TIC 3.438663% Average Coupon 3.310000% Average Life(years) 7.188 Duration of Issue(years) 6.275 Par Amount 5,393,000.00 Bond Proceeds 5,393,000.00 Total Interest 1,283,097.50 Net Interest 1,283,097.50 Total Debt Service 6,676,097.50 Maximum Annual Debt Service 524,158.80 Average Annual Debt Service 526,713.81 Underwriter's Fees(per$1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life Duration change Series 2011A 5,393,000.00 100.000 3.310% 7.188 6.275 5,500.86 5,393,000.00 7.188 5,500.86 All-In Arbitrage TIC TIC Yield Par Value 5,393,000.00 5,393,000.00 5,393,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -Cost of Issuance Expense (42,424.58) -Other Amounts Target Value 5,393,000.00 5,350,575.42 5,393,000.00 Target Date 04/28/2011 04/28/2011 04/28/2011 Yield 3.310497% 3.438663% 3.538604% Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 11 FirstSouthwest4* BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Period Ending Principal Coupon Interest Debt Service 01/01/2012 295,000 3.310% 120,493.10 415,493.10 01/01/2013 350,000 3.310% 168,743.80 518,743.80 01/01/2014 367,000 3.310% 157,158.80 524,158.80 01/01/2015 377,000 3.310% 145,011.10 522,011.10 01/01/2016 389,000 3.310% 132,532.40 521,532.40 01/01/2017 400,000 3.310% 119,656.50 519,656.50 01/01/2018 415,000 3.310% 106,416.50 521,416.50 01/01/2019 429,000 3.310% 92,680.00 521,680.00 01/01/2020 443,000 3.310% 78,480.10 521,480.10 01/01/2021 460,000 3.310% 63,816.80 523,816.80 01/01/2022 475,000 3.310% 48,590.80 523,590.80 01/01/2023 490,000 3.310% 32,868.30 522,868.30 01/01/2024 503,000 3.310% 16,649.30 519,649.30 5,393,000 1,283,097.50 6,676,097.50 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 12 FirstSouthwest4 BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 07/01/2011 31,238.95 31,238.95 01/01/2012 295,000 3.310% 89,254.15 384,254.15 415,493.10 07/01/2012 84,371.90 84,371.90 01/01/2013 350,000 3.310% 84,371.90 434,371.90 518,743.80 07/01/2013 78,579.40 78,579.40 01/01/2014 367,000 3.310% 78,579.40 445,579.40 524,158.80 07/01/2014 72,505.55 72,505.55 01/01/2015 377,000 3.310% 72,505.55 449,505.55 522,011.10 07/01/2015 66,266.20 66,266.20 01/01/2016 389,000 3.310% 66,266.20 455,266.20 521,532.40 07/01/2016 59,828.25 59,828.25 01/01/2017 400,000 3.310% 59,828.25 459,828.25 519,656.50 07/01/2017 53,208.25 53,208.25 01/01/2018 415,000 3.310% 53,208.25 468,208.25 521,416.50 07/01/2018 46,340.00 46,340.00 01/01/2019 429,000 3.310% 46,340.00 475,340.00 521,680.00 07/01/2019 39,240.05 39,240.05 01/01/2020 443,000 3.310% 39,240.05 482,240.05 521,480.10 07/01/2020 31,908.40 31,908.40 01/01/2021 460,000 3.310% 31,908.40 491,908.40 523,816.80 07/01/2021 24,295.40 24,295.40 01/01/2022 475,000 3.310% 24,295.40 499,295.40 523,590.80 07/01/2022 16,434.15 16,434.15 01/01/2023 490,000 3.310% 16,434.15 506,434.15 522,868.30 07/01/2023 8,324.65 8,324.65 01/01/2024 503,000 3.310% 8,324.65 511,324.65 519,649.30 5,393,000 1,283,097.50 6,676,097.50 6,676,097.50 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 13 FirstSouthwest'* BOND PRICING City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Maturity Bond Component Date Amount Rate Yield Price Principal Cost Series 2011A: 01/01/2012 295,000 3.310% 3.310% 100.000 295,000.00 01/01/2013 350,000 3.310% 3.310% 100.000 350,000.00 01/01/2014 367,000 3.310% 3.310% 100.000 367,000.00 01/01/2015 377,000 3.310% 3.310% 100.000 377,000.00 01/01/2016 389,000 3.310% 3.310% 100.000 389,000.00 01/01/2017 400,000 3.310% 3.310% 100.000 400,000.00 01/01/2018 415,000 3.310% 3.310% 100.000 415,000.00 01/01/2019 429,000 3.310% 3.310% 100.000 429,000.00 01/01/2020 443,000 3.310% 3.310% 100.000 443,000.00 01/01/2021 460,000 3.310% 3.310% 100.000 460,000.00 01/01/2022 475,000 3.310% 3.310% 100.000 475,000.00 01/01/2023 490,000 3.310% 3.310% 100.000 490,000.00 01/01/2024 503,000 3.310% 3.310% 100.000 503,000.00 5,393,000 5,393,000.00 Dated Date 04/28/2011 Delivery Date 04/28/2011 First Coupon 07/01/2011 Par Amount 5,393,000.00 Original Issue Discount Production 5,393,000.00 100.000000% Underwriter's Discount Purchase Price 5,393,000.00 100.000000% Accrued Interest Net Proceeds 5,393,000.00 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 14 FirstSouthwestl* SUMMARY OF BONDS REFUNDED City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Maturity Interest Par Call Call Bond Date Rate Amount Date Price Capital Improvement Revenue Bonds,Series 1994,1994: TERM14 01/01/2014 7.000% 880,000.00 05/31/2011 100.000 TERM24 01/01/2024 6.125% 4,440,000.00 05/31/2011 100.000 5,320,000.00 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 15 FirstSouthwest4P PRIOR BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 07/01/2011 166,775.00 166,775.00 01/01/2012 275,000 7.000% 166,775.00 441,775.00 608,550.00 07/01/2012 157,150.00 157,150.00 01/01/2013 290,000 7.000% 157,150.00 447,150.00 604,300.00 07/01/2013 147,000.00 147,000.00 01/01/2014 315,000 7.000% 147,000.00 462,000.00 609,000.00 07/01/2014 135,975.00 135,975.00 01/01/2015 335,000 6.125% 135,975.00 470,975.00 606,950.00 07/01/2015 125,715.63 125,715.63 01/01/2016 355,000 6.125% 125,715.63 480,715.63 606,431.26 07/01/2016 114,843.75 114,843.75 01/01/2017 375,000 6.125% 114,843.75 489,843.75 604,687.50 07/01/2017 103,359.38 103,359.38 01/01/2018 400,000 6.125% 103,359.38 503,359.38 606,718.76 07/01/2018 91,109.38 91,109.38 01/01/2019 425,000 6.125% 91,109.38 516,109.38 607,218.76 07/01/2019 78,093.75 78,093.75 01/01/2020 450,000 6.125% 78,093.75 528,093.75 606,187.50 07/01/2020 64,312.50 64,312.50 01/01/2021 480,000 6.125% 64,312.50 544,312.50 608,625.00 07/01/2021 49,612.50 49,612.50 01/01/2022 510,000 6.125% 49,612.50 559,612.50 609,225.00 07/01/2022 33,993.75 33,993.75 01/01/2023 540,000 6.125% 33,993.75 573,993.75 607,987.50 07/01/2023 17,456.25 17,456.25 01/01/2024 570,000 6.125% 17,456.25 587,456.25 604,912.50 5,320,000 2,570,793.78 7,890,793.78 7,890,793.78 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 16 FirstSouthwest4 SAVINGS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Prior Prior Prior Refunding Date Debt Service Receipts Net Cash Flow Debt Service Savings 01/01/2012 608,550.00 108,403.75 500,146.25 415,493.10 84,653.15 01/01/2013 604,300.00 604,300.00 518,743.80 85,556.20 01/01/2014 609,000.00 609,000.00 524,158.80 84,841.20 01/01/2015 606,950.00 606,950.00 522,011.10 84,938.90 01/01/2016 606,431.26 606,431.26 521,532.40 84,898.86 01/01/2017 604,687.50 604,687.50 519,656.50 85,031.00 01/01/2018 606,718.76 606,718.76 521,416.50 85,302.26 01/01/2019 607,218.76 607,218.76 521,680.00 85,538.76 01/01/2020 606,187.50 606,187.50 521,480.10 84,707.40 01/01/2021 608,625.00 608,625.00 523,816.80 84,808.20 01/01/2022 609,225.00 609,225.00 523,590.80 85,634.20 01/01/2023 607,987.50 607,987.50 522,868.30 85,119.20 01/01/2024 604,912.50 604,912.50 519,649.30 85,263.20 7,890,793.78 108,403.75 7,782,390.03 6,676,097.50 1,106,292.53 Savings Summary Savings PV date 04/28/2011 Savings PV rate 3.438663% PV of savings from cash flow 895,648.34 Net PV Savings 895,648.34 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 17 FirstSouthwestl* SUMMARY OF REFUNDING RESULTS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Dated Date 04/28/2011 Delivery Date 04/28/2011 Arbitrage yield 3.538604% Escrow yield Bond Par Amount 5,393,000.00 True Interest Cost 3.310497% Net Interest Cost 3.310000% All-In TIC 3.438663% Average Coupon 3.310000% Average Life 7.188 Par amount of refunded bonds 5,320,000.00 Average coupon of refunded bonds 6.158130% Average life of refunded bonds 7.516 PV of prior debt to 04/28/2011 @ 3.438663% 6,354,627.51 Net PV Savings 895,648.34 Percentage savings of refunded bonds 16.835495% Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 18 First Southwest fa? ESCROW REQUIREMENTS City of Opa-locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Period Principal Ending Interest Redeemed Total 05/31/2011 138,979.17 5,320,000.00 5,458,979.17 138,979.17 5,320,000.00 5,458,979.17 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 19 FirstSouthwestaP ESCROW SUFFICIENCY City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 04/28/2011 5,458,979.17 5,458,979.17 5,458,979.17 05/31/2011 5,458,979.17 (5,458,979.17) 5,458,979.17 5,458,979.17 0.00 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 20 FirstSouthwest ESCROW COST City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011A (Refunding) Purchase Cost of Cash Total Date Securities Deposit Escrow Cost 04/28/2011 5,458,979.17 5,458,979.17 0 5,458,979.17 5,458,979.17 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 21 FirstSouthwest4* SOURCES AND USES OF FUNDS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011B (New Money) Dated Date 04/28/2011 Delivery Date 04/28/2011 Sources: Bond Proceeds: Par Amount 2,320,000.00 2,320,000.00 Uses: Project Fund Deposits: Project Fund 2,302,102.95 Delivery Date Expenses: Cost of Issuance 17,897.05 2,320,000.00 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 22 FirstSouthwest4* BOND SUMMARY STATISTICS City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011B (New Money) Dated Date 04/28/2011 Delivery Date 04/28/2011 First Coupon 07/01/2011 Last Maturity 01/01/2026 Arbitrage Yield 3.538604% True Interest Cost(TIC) 3.890469% Net Interest Cost(NIC) 3.890000% All-In TIC 3.976455% Average Coupon 3.890000% Average Life(years) 11.522 Duration of Issue(years) 9.193 Par Amount 2,320,000.00 Bond Proceeds 2,320,000.00 Total Interest 1,039,874.80 Net Interest 1,039,874.80 Total Debt Service 3,359,874.80 Maximum Annual Debt Service 696,153.50 Average Annual Debt Service 228,952.29 Underwriter's Fees(per$1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life Duration change Series 2011B 2,320,000.00 100.000 3.890% 11.522 9.193 2,575.20 2,320,000.00 11.522 2,575.20 Allln Arbitrage TIC TIC Yield Par Value 2,320,000.00 2,320,000.00 2,320,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -Cost of Issuance Expense (17,897.05) -Other Amounts Target Value 2,320,000.00 2,302,102.95 2,320,000.00 Target Date 04/28/2011 04/28/2011 04/28/2011 Yield 3.890469% 3.976455% 3.538604% Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 23 FirstSouthwest4* BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011B (New Money) Period Ending Principal Coupon Interest Debt Service 01/01/2012 63,000 3.890% 60,917.40 123,917.40 01/01/2013 40,000 3.890% 87,797.30 127,797.30 01/01/2014 36,000 3.890% 86,241.30 122,241.30 01/01/2015 39,000 3.890% 84,840.90 123,840.90 01/01/2016 41,000 3.890% 83,323.80 124,323.80 01/01/2017 45,000 3.890% 81,728.90 126,728.90 01/01/2018 95,000 3.890% 79,978.40 174,978.40 01/01/2019 98,000 3.890% 76,282.90 174,282.90 01/01/2020 102,000 3.890% 72,470.70 174,470.70 01/01/2021 104,000 3.890% 68,502.90 172,502.90 01/01/2022 108,000 3.890% 64,457.30 172,457.30 01/01/2023 113,000 3.890% 60,256.10 173,256.10 01/01/2024 121,000 3.890% 55,860.40 176,860.40 01/01/2025 645,000 3.890% 51,153.50 696,153.50 01/01/2026 670,000 3.890% 26,063.00 696,063.00 2,320,000 1,039,874.80 3,359,874.80 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 24 FirstSouthwest3* BOND DEBT SERVICE City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011B (New Money) Period Annual Ending Principal Coupon Interest Debt Service Debt Service 07/01/2011 15,793.40 15,793.40 01/01/2012 63,000 3.890% 45,124.00 108,124.00 123,917.40 07/01/2012 43,898.65 43,898.65 01/01/2013 40,000 3.890% 43,898.65 83,898.65 127,797.30 07/01/2013 43,120.65 43,120.65 01/01/2014 36,000 3.890% 43,120.65 79,120.65 122,241.30 07/01/2014 42,420.45 42,420.45 01/01/2015 39,000 3.890% 42,420.45 81,420.45 123,840.90 07/01/2015 41,661.90 41,661.90 01/01/2016 41,000 3.890% 41,661.90 82,661.90 124,323.80 07/01/2016 40,864.45 40,864.45 01/01/2017 45,000 3.890% 40,864.45 85,864.45 126,728.90 07/01/2017 39,989.20 39,989.20 01/01/2018 95,000 3.890% 39,989.20 134,989.20 174,978.40 07/01/2018 38,141.45 38,141.45 01/01/2019 98,000 3.890% 38,141.45 136,141.45 174,282.90 07/01/2019 36,235.35 36,235.35 01/01/2020 102,000 3.890% 36,235.35 138,235.35 174,470.70 07/01/2020 34,251.45 34,251.45 01/01/2021 104,000 3.890% 34,251.45 138,251.45 172,502.90 07/01/2021 32,228.65 32,228.65 01/01/2022 108,000 3.890% 32,228.65 140,228.65 172,457.30 07/01/2022 30,128.05 30,128.05 01/01/2023 113,000 3.890% 30,128.05 143,128.05 173,256.10 07/01/2023 27,930.20 27,930.20 01/01/2024 121,000 3.890% 27,930.20 148,930.20 176,860.40 07/01/2024 25,576.75 25,576.75 01/01/2025 645,000 3.890% 25,576.75 670,576.75 696,153.50 07/01/2025 13,03150 13,031.50 01/01/2026 670,000 3.890% 13,031.50 683,031.50 696,063.00 2,320,000 1,039,874.80 3,359,874.80 3,359,874.80 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 25 FirstSouthwest4* BOND PRICING City of Opa-Locka,Florida Capital Improvement Revenue and Revenue Refunding Bonds,Series 2011B (New Money) Maturity Bond Component Date Amount Rate Yield Price Principal Cost Series 2011B: 01/01/2012 63,000 3.890% 3.890% 100.000 63,000.00 01/01/2013 40,000 3.890% 3.890% 100.000 40,000.00 01/01/2014 36,000 3.890% 3.890% 100.000 36,000.00 01/01/2015 39,000 3.890% 3.890% 100.000 39,000.00 01/01/2016 41,000 3.890% 3.890% 100.000 41,000.00 01/01/2017 45,000 3.890% 3.890% 100.000 45,000.00 01/01/2018 95,000 3.890% 3.890% 100.000 95,000.00 01/01/2019 98,000 3.890% 3.890% 100.000 98,000.00 01/01/2020 102,000 3.890% 3.890% 100.000 102,000.00 01/01/2021 104,000 3.890% 3.890% 100.000 104,000.00 01/01/2022 108,000 3.890% 3.890% 100.000 108,000.00 01/01/2023 113,000 3.890% 3.890% 100.000 113,000.00 01/01/2024 121,000 3.890% 3.890% 100.000 121,000.00 01/01/2025 645,000 3.890% 3.890% 100.000 645,000.00 01/01/2026 670,000 3.890% 3.890% 100.000 670,000.00 2,320,000 2,320,000.00 Dated Date 04/28/2011 Delivery Date 04/28/2011 First Coupon 07/01/2011 Par Amount 2,320,000.00 Original Issue Discount Production 2,320,000.00 100.000000% Underwriter's Discount Purchase Price 2,320,000.00 100.000000% Accrued Interest Net Proceeds 2,320,000.00 Apr 12,2011 6:52 pm Prepared by FirstSouthwest(jgt) (Finance 6.020 Opa Locka,FL:2011) Page 26 CITY OF OPA-LOCKA,FLORIDA and U.S.BANK NATIONAL ASSOCIATION as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to City of Opa-Locka,Florida Capital Improvement Revenue Bonds,Series 1994 Dated as of April 28,2011 MIAM1/4263715.1 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of April 28, 2011, by and between the CITY OF OPA-LOCKA, FLORIDA (the "City"), and U.S. BANK NATIONAL ASSOCIATION, a banking association organized and existing under the laws of the United States of America, as escrow agent (the "Escrow Agent"). WITNESETH: WHEREAS, the City has previously issued its $8,000,000 original aggregate principal amount of Capital Improvement Revenue Bonds, Series 1994, currently outstanding in the principal amount of$5,320,000 (the "Series 1994 Bonds"), under Ordinance No. 94-7 enacted by the City Commission of the City (the "City Commission") on March 28, 1994 (the "Bond Ordinance"); and WHEREAS, pursuant to the Original Ordinance, as supplemented by Ordinance No. 11- enacted by the City Commission on April 27, 2011 and Resolution No. adopted by the City Commission on April 27, 2011, the City is issuing its $5,393,000 aggregate principal amount of Capital Improvement Revenue Refunding Bonds, Series 2011A (the "Series 2011A Bonds"), to refund, on a current basis, the Series 1994 Bonds; and WHEREAS, a portion of the proceeds derived from the sale of the Series 2011A Bonds, together with other available moneys, will be used to pay when due the principal of and interest on the Series 1994 Bonds, as more specifically set forth in this Agreement; and WHEREAS, it is necessary for the City to enter into this Agreement in order to establish an irrevocable escrow account held for the deposit of the portion of the proceeds of the Series 2011A Bonds and other moneys deposited with the Escrow Agent hereunder, and to provide for the proper and timely application of such moneys to the payment of the Series 1994 Bonds; and NOW, THEREFORE, the City, in consideration of the foregoing and the mutual covenants set forth in this Agreement and in order to secure the payment of the principal of and interest on all of the Series 1994 Bonds according to their terms, does hereby agree as follows: ARTICLE I CREATION AND CONVEYANCE OF TRUST ESTATE Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants, warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns forever, for the sole benefit and security of the Holders from time to time of the Series 1994 Bonds, the City's interest in the following property (collectively, the "Trust Estate"): DIVISION I All right, title and interest in and to (i) $5,350,575.42 in moneys derived from the proceeds of the Series 2011A Bonds (consisting of the par amount of the Series 2011A Bonds, MIAMI/4263715.1 $5,393,000, less cost of issuance of$42,424.58) and (ii) $108,403.75 in moneys derived from the Sinking Fund with respect to the Series 1994 Bonds (the "Other Moneys"), and in each case deposited directly with the Escrow Agent upon issuance and delivery of the Series 2011A Bonds and the execution and delivery of this Agreement. DIVISION II Any and all other property of every kind and nature conveyed, pledged, assigned or transferred as and for additional security under this Agreement by the City, or by anyone on behalf of the City to the Escrow Agent for the benefit of the Holders of the Series 1994 Bonds. The Trust Estate shall be held by the Escrow Agent, and its successors and assigns, forever in trust, for the sole benefit and security of the Holders from time to time of the Series 1994 Bonds, but if the principal of and interest on all of the Series 1994 Bonds shall be fully and promptly paid when due, in accordance with their terms and Section 3.04 hereof, then this Agreement shall be and become void and of no further force and effect except as otherwise provided in this Agreement; otherwise the same shall remain in full force and effect, and upon the trusts and subject to the covenants and conditions hereinafter set forth. ARTICLE II DEFINITIONS Section 2.01. Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms as used in this Agreement shall have the following meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Bond Ordinance. "Holders" means the registered owners from time to time of the Series 1994 Bonds. "Paying Agent" means U.S. Bank National Association, in its capacity as paying agent for the Series 1994 Bonds. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations, associations, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. ARTICLE III ESTABLISHMENT OF ESCROW DEPOSIT TRUST ACCOUNT; FLOW OF FUNDS Section 3.01. Creation of Escrow Deposit Trust Account and Deposit of Moneys. There is created and established with the Escrow Agent a special and irrevocable trust account designated "City of Opa-Locka, Florida Capital Improvement Revenue Refunding Bonds, Series MIAMI/4263715.1 3 2011A Escrow Deposit Trust Account" (the "Escrow Deposit Trust Account"), to be held by the Escrow Agent for the sole benefit of the Holders of the Series 1994 Bonds and accounted for separate and apart from the other funds of the City and, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the City has caused to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys for deposit in the Escrow Deposit Trust Account in the amount of $5,350,575.42 from the proceeds of the Series 2011A Bonds and $108,403.75 from the Other Moneys, which amounts will be sufficient to pay the principal of and interest on the Series 1994 Bonds, as more particularly described in Schedule B. Section 3.02. Payment of Series 1994 Bonds. The proceeds of the Series 2011A Bonds and the Other Moneys will be sufficient to pay principal of and interest on the Series 1994 Bonds. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Account are insufficient to make said payments of principal and interest, the City shall cause to be deposited into the Escrow Deposit Trust Account the amount of any deficiency immediately upon notice from the Escrow Agent. Section 3.03. Irrevocable Trust Created. The deposit of moneys or other property in the Escrow Deposit Trust Account shall constitute an irrevocable deposit of said moneys and other property for the sole benefit of the Holders of the Series 1994 Bonds, subject to the provisions of this Agreement. The Holders of the Series 1994 Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and other property in the Escrow Deposit Trust Account. The moneys deposited in the Escrow Deposit Trust Account and other property and accrued interest shall be held in trust by the Escrow Agent, and shall be transferred in the necessary amounts to the Paying Agent for the Series 1994 Bonds for the payment of the principal of and interest on the Series 1994 Bonds, as more specifically set forth in Schedule B hereto. Section 3.04. Transfers from Escrow Deposit Trust Account. The Escrow Agent shall, (i) no later than the interest and principal payment dates for the Series 1994 Bonds, as specified in Schedule B, transfer from the Escrow Deposit Trust Account to the paying agent for the Series 1994 Bonds amounts sufficient to pay such interest and principal on the Series 1994 Bonds and, (ii) no later than the redemption date for the Series 1994 Bonds, as specified in Schedule B, transfer from the Escrow Deposit Trust Account to the paying agent for the Series 1994 Bonds the amount required to pay the principal of and interest on the Series 1994 Bonds on such redemption date, as specified in Schedule B. The Series 1994 Bonds shall be redeemed on May 31, 2011, at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date. The City hereby irrevocably determines to call the Series 1994 Bonds for redemption as set forth above. Section 3.05. Escrow Deposit Trust Account Constitutes Trust Account. The Escrow Deposit Trust Account created and established pursuant to this Agreement shall be and constitute a Trust Account for the purposes provided in this Agreement and shall be kept separate and distinct from all other funds of the City and, to the extent required by law, of the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. MIAMI/4263715.1 4 Section 3.06. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent to the paying agents for payment of the principal of and interest on the Series 1994 Bonds provided in Schedule B have been made, all remaining moneys, together with any income and interest thereon, in the Escrow Deposit Trust Account immediately shall be returned to the City for deposit into the Sinking Fund established by the Bond Ordinance; provided, however, that no such transfers shall be made until all of the principal of and interest on the Series 1994 Bonds have been paid. ARTICLE IV CONCERNING THE ESCROW AGENT Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or default. The Escrow Agent shall not be liable for any loss resulting from any investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys to pay the Series 1994 Bonds. So long as the Escrow Agent applies moneys to pay the Series 1994 Bonds as provided in this Agreement, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Series 1994 Bonds caused by such calculations. To the extent permitted by law, the City agrees to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with acceptance or administration of this Agreement, including the reasonable costs and expenses of defending itself against such claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Notwithstanding any provision in this Agreement, the Escrow Agent's rights to immunities and protection from liability hereunder and its rights to payment of its fees, expenses and indemnities shall survive the termination of this Agreement. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent may consult with counsel and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the owner of all or may deal in the Series 1994 Bonds as fully and with the same rights as if it were not the Escrow Agent. Section 4.03. Payment to Escrow Agent. The City shall pay to the Escrow Agent reasonable compensation agreed to by the City as set forth in Schedule C hereto for all services MIAM114263715.1 5 rendered by it and also its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts created pursuant to this Agreement, and the performance of its powers and duties, including, without limitation, all advances, counsel fees and other expenses reasonably made or incurred by the Escrow Agent in connection with such services. The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Deposit Trust Account for the payment of fees or expenses for the services rendered by the Escrow Agent under this Agreement. Section 4.04. Termination, Resignation and Removal of Escrow Agent. (a) This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. (b) The Escrow Agent may evidence its intent to resign by giving written notice to the City. Such resignation shall take effect only upon delivery of the Trust Estate to a successor Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Trust Estate without unreasonable delay after receiving the City's designation of a successor Escrow Agent and upon payment of all of its fees and expenses. (c) The City may evidence its intent to remove the Escrow Agent by giving written notice to the Escrow Agent. Such removal shall take effect only upon delivery of the Trust Estate to a successor Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Trust Estate without unreasonable delay after receiving the City's designation of a successor Escrow Agent and upon payment of all of its fees and expenses. (d) If after thirty (30) days from the date of delivery of its written notice of intent to resign or of the City's notice of intent to remove, the Escrow Agent has not received a written designation of a successor Escrow Agent, the Escrow Agent's sole responsibility shall be in its sole discretion either to retain custody of the Trust Estate and apply the Trust Estate in accordance with this Agreement without any obligation to reinvest any part of the Trust Estate until it receives such designation, or to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and after such appointment to have no further duties or responsibilities in connection herewith. (e) Notwithstanding any of the foregoing provisions of this Section, any bank or trust company having power to perform the duties and execute the trusts of this Agreement, and otherwise qualified to act as Escrow Agent hereunder, with or into which the bank or trust company acting as Escrow Agent may be merged or consolidated, or to which the assets or corporate trust business of such bank or trust company may be sold, shall be deemed the successor of the Escrow Agent. MIAMI/4263715.1 ARTICLE V MISCELLANEOUS Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit of the Holders from time to time of the Series 1994 Bonds and shall not be repealed, revoked, altered or amended without the written consent of all such Holders of the Series 1994 Bonds, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such Holders, enter into such agreements supplemental to this Agreement which shall not adversely affect the rights of such Holders and shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; or (b) to grant to or confer upon the Escrow Agent for the benefit of the Holders of the Series 1994 Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Escrow Agent. The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally recognized counsel in the field of law relating to municipal bonds with respect to compliance with this Section. If at the time of any proposed repeal, revocation, alteration or amendment of this Agreement, any of the Series 1994 Bonds are rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") or Fitch Ratings ("Fitch") on the basis of the escrow established by this Agreement, then prior to such proposed repeal, revocation, alteration or amendment of this Agreement, the City shall provide written notice thereof to S&P and Fitch, as applicable, at their addresses set forth below: Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Municipal Ratings Desk/Series 1994 Bonds Fitch Ratings One State Street Plaza New York, New York 10004 Section 5.02. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements contained in this Agreement and shall in no way affect the validity of the remaining provisions of this Agreement. Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall MIAMI/4263715.1 7 bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 5.04. Notices to Escrow Agent and the City. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if personally delivered and receipted for, or if sent by registered or certified United States mail, return receipt requested, addressed as follows: (a) As to the City - City of Opa-Locka 780 Fisherman Street, 4th Floor Opa-Locka, Florida 33054 Attention: City Manager (b) As to the Escrow Agent - U.S. Bank National Association 200 S. Biscayne Blvd. Suite 1870 Miami, Florida 33131 Any party to this Agreement may, by notice sent to the other parties to this Agreement, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Notice of Redemption. The Escrow Agent is hereby instructed to send notice of the redemption of the Series 1994 Bonds to the Registered Owners thereof (as such Registered Owners appear on the registration books of the City maintained by the City as the Bond Registrar for the Series 1994 Bonds) not less than thirty (30) days prior to May 31, 2011, all in accordance with the provisions of the Bond Ordinance and the resolution pursuant to which the Series 1994 Bonds were issued. The notice of redemption shall be substantially in the form thereof attached hereto as Schedule D. The City shall provide the Escrow Agent, upon request, a certified list of Registered Owners of the Series 1994 Bonds and shall reimburse the Escrow Agent for actual costs incurred in providing such notices in accordance with Section 4.03 hereof. Section 5.06. Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions of this Agreement shall have been made. Section 5.07. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 5.08. Governing Law. This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Florida. MIAMI/4263715.1 8 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by its duly authorized officers and its official seal or corporate seal, as the case may be, to be affixed to this Agreement and attested as of the date first above written. CITY OF OPA-LOCKA, FLORIDA By: Mayor A I EST: (SEAL) By: City Clerk U.S. BANK NATIONAL ASSOCIATION By: Title: Vice President MIAMI/42637151 9 SCHEDULE A SERIES 1994 BONDS Maturity Date Principal Amount Interest Rate January 1, 2014 $ 880,000 7.000% January 1, 2024 4,440,000 6.125 MIAMI/4263715.1 A-1 SCHEDULE B SCHEDULE OF PAYMENTS ON SERIES 1994 BONDS Date Principal Interest Call Premium May 31, 2011 $5,320,000.00 $138,979.17 -0- MIAMI/4263715.1 B-1 SCHEDULE C ESCROW AGENT FEES AND EXPENSES One time fee of$250.00. MIAMI/4263715.1 C-1 SCHEDULE D NOTICE OF REDEMPTION City of Opa-Locka,Florida Capital Improvement Revenue Bonds, Series 1994 Dated: April _,2011 NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National Association, as Escrow Agent, for the defeasance and payment of the principal of and interest on the bonds described below (the "Bonds") on May 31, 2011 at a redemption price equal to 100% of the principal amount of such Bonds to be redeemed. Payment of the redemption price (as described above) will be made on or after May 31, 2011 upon the presentation and surrender of the Bonds at the offices of U.S. Bank National Association as Paying Agent for the Bonds at U.S. Bank Corporate Trust Services, P.O. Box 64111, St. Paul, MN 55164-0111, if by mail, or U.S. Bank Corporate Trust Services, 60 Livingston Avenue, 1st Floor— Bond Drop Window, St. Paul, MN 55107, telephone 1-800-934- 6802, if by hand or overnight delivery. Interest on the Bonds to be redeemed will cease to accrue from and after May 31, 2011. Maturity Date Principal CUSIP (January 1,) Amount Interest Rate Numbers* 2014 $ 880,000 7.000% 2024 4,440,000 6.125 CITY OF OPA-LOCKA, FLORIDA By: U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated: April , 2011 * No representation is made as to the correctness of these CUSIP numbers either as printed on the Bonds or contained in this Notice. MIAMI/4263715.1 D-1 NOTICE Under section 3406(a)(1) of the Internal Revenue Code, the Paying Agent making payment of interest or principal on securities may be obligated to withhold a percentage of the payment to a holder who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding. Holders of the Bonds who wish to avoid the application of these provisions should submit either a completed IRS (Internal Revenue Service) Form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the Bonds for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515 and W-8 forms and instructions are available through the IRS via their web site at www.irs.gov. MIAMI/4263715.1 D-2 LOAN AGREEMENT between CITY OF OPA-LOCKA, FLORIDA as Borrower and BRANCH BANKING AND TRUST COMPANY as Lender Relating to $5,393,000 $2,320,000 City of Opa-Locka, Florida City of Opa-Locka, Florida Capital Improvement Revenue Refunding Bonds Capital Improvement Revenue Bonds Series 201 1A Series 2011B Dated as of April 28, 2011 MIAMI/4263607.5 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 2 ARTICLE II REPRESENTATIONS AND WARRANTIES 3 Section 2.01 Representations and Warranties of the City 3 Section 2.02 Representations and Warranties of the Lender 4 ARTICLE III THE LOAN; THE SERIES 2011 BONDS 5 Section 3.01 The Loan 5 Section 3.02 Conditions Precedent to Issuance of the Series 2011 Bonds 5 Section 3.03 Form of Series 2011 Bonds 7 Section 3.04 Other Indebtedness 7 ARTICLE IV LIMITED AND SPECIAL OBLIGATIONS OF THE CITY; SOURCES OF PAYMENT OF SERIES 2011 BONDS 8 Section 4.01 Bonds are Limited and Special Obligation of the City 8 Section 4.02 Bonds Secured by Pledge of Pledged Funds 8 ARTICLE V COVENANTS OF THE CITY 9 Section 5.01 Performance of Covenants 9 Section 5.02 Information Requirements 9 Section 5.03 Tax Compliance 9 ARTICLE VI REGISTRAR AND PAYING AGENT 10 Section 6.01 Registrar and Paying Agent 10 ARTICLE VII DEFAULTS AND REMEDIES 11 Section 7.01 Events of Default 11 Section 7.02 Exercise of Remedies 12 Section 7.03 Remedies not Exclusive 12 Section 7.04 Waivers, Etc 12 ARTICLE VIII MISCELLANEOUS PROVISIONS 13 Section 8.01 Covenants of Parties: Successors 13 Section 8.02 Amendments and Supplements 13 Section 8.03 Notice 13 i MIAMI/4263607.5 TABLE OF CONTENTS (continued) Page Section 8.04 Benefits Exclusive 13 Section 8.05 Severability 13 Section 8.06 Payments Due on Sundays and Holidays 14 Section 8.07 Nondiscrimination 14 Section 8.08 Ownership of Access to Records and Audits 14 Section 8.09 Counterparts 14 Section 8.10 Headings, Etc 14 Section 8.11 Applicable Law 14 Section 8.12 No Personal Liability 14 MIAMI/4263607.5 it LOAN AGREEMENT This LOAN AGREEMENT is dated as of April 28, 2011 ("Agreement"), by and between the CITY OF OPA-LOCKA, FLORIDA (the "City"), a municipal corporation duly organized and existing under the laws of the State of Florida, and BRANCH BANKING AND TRUST COMPANY ("BB&T" or the "Lender"), a state banking association organized and existing under the laws of the State of North Carolina. WITNESSETH: WHEREAS, pursuant to Chapter 166, Florida Statutes, as amended (the "Act") and Ordinance No. 94-7 enacted by the City Commission of the City (the "Commission") on March 28, 1994 (the "Original Ordinance"), the City has previously issued its $8,000,000 original aggregate principal amount of Capital Improvement Revenue Bonds, Series 1994 (the "Series 1994 Bonds"), $5,320,000 principal amount of which are currently outstanding, for the principal purpose of funding a portion of the costs of certain capital improvements of the City; and WHEREAS, the City has determined to refund all of the outstanding Series 1994 Bonds (the "Refunded Bonds") and to provide for the funding of certain capital improvements of the City more particularly described in the 2011 Ordinance hereinafter described (the "Series 2011 Projects"); and WHEREAS, the Lender has agreed to make a loan to the City to enable the City to refund the Refunded Bonds and to fund the costs of the Series 2011 Projects; and WHEREAS, pursuant to the Act, the Original Ordinance, Ordinance No. enacted by the Commission on April 27, 2011 (the "2011 Ordinance" and, together with the Original Ordinance, the "Master Ordinance") and Resolution No. adopted by the Commission on April 27, 2011 (the "Resolution" and, together with the Master Ordinance, the "Bond Ordinance"), the City authorized the issuance of its (i) Capital Improvement Revenue Refunding Bonds, Series 2011A, in an aggregate principal amount not to exceed $5,393,000 (the "Series 2011A Bonds"), for the principal purpose of refunding the Refunded Bonds, and (ii) Capital Improvement Revenue Bonds, Series 2011B, in an aggregate principal amount not to exceed $2,320,000 (the "Series 2011B Bonds" and, together with the Series 2011A Bonds, the "Series 2011 Bonds") for the principal purpose of funding a portion of the costs of Series 2011 Projects; and WHEREAS, the Series 2011 Bonds shall evidence the City's obligation to repay the Loan; and WHEREAS, to provide certain representations, warranties and covenants relating to the Loan and the repayment thereof,the City and the Lender desire to enter into this Agreement; and NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: MIAMU4263607.5 ARTICLE I DEFINITION OF TERMS Section 1.01 Definitions. In addition to the words and terms defined in this Agreement, any capitalized words or terms used in this Agreement that are not normally capitalized and not defined herein, shall have the meaning ascribed thereto in the Bond Ordinance, unless the context or use indicates a different meaning. Section 1.02 Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. [End of Article I] MIAMI/4263607.5 2 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.01 Representations and Warranties of the City. The City represents, warrants and covenants that: (a) The City is a municipal corporation duly organized and existing under the laws of the State, including the provisions of the Act. Pursuant to the Bond Ordinance, among other things, the City has duly authorized the execution and delivery of this Agreement, the performance by the City of its obligations hereunder, and the issuance of the Series 2011A Bonds in the aggregate principal amount of$5,393,000 and the Series 2011B Bonds in the aggregate principal amount of$2,320,000 for the purposes set forth in the Bond Ordinance. (b) The City has complied with the provisions of the Constitution and laws of the State, including the Act, relating to the enactment or adoption of the Bond Ordinance, the execution and delivery of this Agreement and the issuance of the Series 2011 Bonds. The City has the full right, power and authority to enter into and consummate the transactions contemplated by this Agreement and the Series 2011 Bonds. (c) To the best knowledge of the City, the transactions contemplated by the Bond Ordinance, the Series 2011 Bonds and this Agreement do not materially conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment of the City or to which the City is a party or by which the City is bound. (d) The City is duly authorized and entitled to enact or adopt the Bond Ordinance, to execute and deliver this Agreement and to issue the Series 2011 Bonds and, when executed in accordance with the terms of this Agreement (assuming due authorization, execution and delivery by the Lender) and the Series 2011 Bonds will constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or to the exercise of judicial discretion in accordance with general principles of equity. (e) There are no actions, suits or proceedings pending or, to the best knowledge of the City, threatened against or affecting the City, at law or in equity, before or by any governmental body or authority that, if adversely determined, would materially impair the ability of the City to perform its obligations under this Agreement or under the Series 2011 Bonds. (f) The City has given all notices to, and has complied with or caused compliance with all laws, ordinances, rules and regulations and requirements of governmental bodies affecting the refunding of the Refunded Bonds and the funding of the Series 2011 Projects and has procured all permits and licenses necessary for the acquisition, construction, remodeling and/or equipping of the Series 2011 Projects, or MIAMI/4263607.5 3 such notices, compliance and procurement will be given or made by the City in the ordinary course of business, except to the extent that compliance with any such notice requirements has been waived by the applicable party. Section 2.02 Representations and Warranties of the Lender. The Lender represents, warrants and covenants that: (a) The Lender is a state banking association duly organized and validly existing under the laws of the State of North Carolina and duly authorized to conduct business in the State of Florida, with full power and authority to enter into this Agreement, to perform its obligations hereunder and to make the Loan. The execution and delivery of this Agreement by the Lender and the making of the Loan have been duly authorized by all necessary action on the part of the Lender and will not violate or conflict with applicable laws or any material agreement, indenture or other instrument to which the Lender is a party or by which the Lender or any of its properties are bound. (b) Assuming the due authorization, execution and delivery thereof by the City, this Agreement is a valid and binding obligation of the Lender enforceable in accordance with its terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights and except to the extent that the availability of certain remedies may be precluded by general principles of equity. (c) Except for the payments required to be made by the City pursuant to the terms of the Series 2011 Bonds, the Bond Ordinance, this Agreement and the payment of $7,000.00 for Lender's fees, including legal fees, to be paid as part of the costs of issuance of the Series 2011 Bonds, no other fees, costs or expenses related to making the Loan or submitting Lender's proposal to the City shall be paid to the Lender by the City, including, without limitation, any servicing fees or similar costs relating to the Loan. [End of Article II] MIAMI/4263607.5 4 ARTICLE III THE LOAN; THE SERIES 2011 BONDS Section 3.01 The Loan. Upon the execution and delivery of this Agreement on the date hereof, the Lender shall make the Loan to the City in the aggregate principal amount of Seven Million Seven Hundred Thirteen Thousand Dollars ($7,713,000). The proceeds of the Loan shall be applied by the City, together with any other moneys that may be legally available for such purpose, to (i) refund the Refunded Bonds, (ii) fund a portion of the costs of the Series 2011 Projects, and (iii) pay the costs of issuance of the Series 2011 Bonds. The obligation of the City to repay the Loan shall be evidenced by the issuance and delivery by the City to the Lender of the Series 2011A Bonds and the Series 2011B Bonds, against receipt of the proceeds of the Loan. The City agrees to repay the Loan in accordance with the terms of this Agreement and the Series 2011A Bonds and the Series 2011B Bonds. Section 3.02 Conditions Precedent to Issuance of the Series 2011 Bonds. Prior to or simultaneously with the delivery of the Series 2011 Bonds, there shall be filed with the City and the Lender the following, each in form reasonably acceptable to the City and the Lender: (a) a certified copy of the Bond Ordinance, authorizing the issuance and sale of the Series 2011 Bonds and the execution and delivery of the Agreement; (b) an opinion of the City Attorney to the effect that (i) the Bond Ordinance has been duly enacted or adopted by the Commission, remains in full force and effect and has not been rescinded, revoked or repealed, and this Agreement and the Series 2011 Bonds have been duly authorized, executed and delivered by the City and each constitutes a valid, binding and enforceable agreement of the City in accordance with its terms, except to the extent that the enforceability of the rights and remedies set forth herein and therein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by usual equity principles; (ii) the City's execution, delivery and performance of this Agreement and the execution and delivery of the Series 2011 Bonds are not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority not theretofore obtained or effected; (iii) the City (A) is a municipal corporation duly organized and existing under the laws of the State, (B) has power and authority to execute and deliver this Agreement and the Series 2011 Bonds and to consummate the transactions contemplated hereby and thereby and (C) has the legal power to pledge the Pledged Funds as provided in the Bond Ordinance; (iv) the enactment of the Master Ordinance, the adoption of the Resolution and the execution and delivery of this Agreement and the Series 2011 Bonds, and compliance with the terms hereof and thereof, under the circumstances contemplated hereby and thereby, do not and will not (A) conflict with the Act or (B) in any material respect conflict with, or constitute on the part of the City, a material breach of or material default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the City is a party or to which any of its property is subject, or conflict with, violate or result in a material breach of any existing law, public administrative rule or regulation, judgment, court order or consent decree to which the City, or any of its property is subject; (v) other than as provided in the Bond Ordinance, no pledge of or lien MIAMI/4263607.5 5 on the Pledged Funds currently exists on a parity basis or on a basis that is superior to the lien on such revenues in favor of the Series 2011 Bonds, except as disclosed to the Lender, and while the Series 2011 Bonds remain Outstanding, no such lien can be created, except in accordance with the provisions of the Bond Ordinance; and (vi) to the best knowledge of the City Attorney, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or, to the best knowledge of the City Attorney, threatened, against or affecting the Commission or the City challenging the validity of the Series 2011 Bonds, the Bond Ordinance, or this Agreement or any of the transactions contemplated thereby, or challenging the existence of the City or the respective powers of the several offices of the officials of the City or the titles of the officials holding their respective offices, or challenging the refunding of the Refunded Bonds or the implementation of the Series 2011 Projects, or seeking to restrain or enjoin the issuance or delivery of the Series 2011 Bonds, or the proceedings or authority under which they are being issued, nor is there any basis therefor. (c) a fully executed counterpart of this Agreement; (d) an opinion of Squire, Sanders & Dempsey (US) LLP, Bond Counsel to the City, stating that such counsel is of the opinion that: (i) the Bond Ordinance has been duly enacted or adopted by the Commission and the Bond Ordinance duly authorizes the execution and delivery of the Agreement and the Series 2011 Bonds, and the issuance of the Series 2011 Bonds by the City; (ii) the Agreement and the Series 2011 Bonds have been duly and legally authorized, executed and delivered by the City and each is a valid, binding and enforceable obligation of the City in accordance with its terms, subject to appropriate qualifications for bankruptcy, insolvency or other laws affecting creditors' rights and equitable principles; and (iii) assuming continuing compliance by the City with certain covenants relating to requirements contained in the Code, under existing statutes, regulations, rulings and court decisions, interest on the Series 2011 Bonds is excludable from the gross income of the owner thereof for federal income tax purposes and the Series 2011 Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code; (e) a copy of a completed and executed Form 8038-G, with respect to the Series 2011 Bonds to be filed with the Internal Revenue Service by the City; (f) a letter executed by the Lender representing and covenanting to the City that (i) it is acquiring the Series 2011 Bonds for its own account, for the purpose of investment and not with a current view to distribution or resale thereof; provided, however, that the Lender may dispose of the Series 2011 Bonds, or any part thereof, and may assign participation interests in the Series 2011 Bonds to other lending institutions, if such disposition or assignment can be made without violating any federal or state securities laws and such disposition or assignment does not violate any of the terms and conditions of this Agreement (such sale shall be at the sole discretion of the Lender, provided that if the transferee is not an institutional investor, the City has approved in writing (which approval shall not be unreasonably withheld) the identity of the purchaser, transferee, assignee, or participant); (ii) the Lender is a state banking corporation which has extensive experience in making decisions regarding the investment of monies and is MIAMI/4263607.5 6 able, independently, to evaluate the merits of, and to bear the risk of, the investment contemplated by the Series 2011 Bonds and, in such connection, the Lender has had such access to the City, officers of the City, the financial statements of the City and such other documents and instruments related to the issuance of the Series 2011 Bonds, as the Lender has desired to enable it to make an informed investment decision; and (iii) the Lender has received and reviewed the Bond Ordinance and any other document or agreement which it has requested be furnished to aid in its evaluation of the merits and risks of its investment in the Series 2011 Bonds; and (g) such additional legal opinions, certificates, proceedings, instruments and other documents as the Lender, its legal counsel or the City's Bond Counsel or the City Attorney may reasonably request. When the documents mentioned in clauses (a) to (e), inclusive, and clause (g) of this Section shall have been filed with the Lender, and when the Series 2011 Bonds shall have been executed as required by this Agreement, the City shall deliver the Series 2011 Bonds to or upon the order of the Lender, but only upon payment to the City of the full amount of the Loan, and the filing of the letter set forth in clause (f) of this Section. Section 3.03 Form of Series 2011 Bonds. The terms of the repayment of the Loan, including, among other things, the interest rates, adjustments thereto, the Amortization Requirements, the prepayment provisions and the maturity dates, shall be as set forth in the Series 2011 Bonds. The Series 2011A Bond shall be in substantially the form set forth in Exhibit A to this Agreement and the Series 2011B Bond shall be in substantially the form set forth in Exhibit B to this Agreement, with such changes, insertions, omissions and filling in of blanks, including series designation, as shall be acceptable to the City and the Lender, with the execution of the Series 2011A Bond and the Series 2011B Bond, and acceptance thereof by the Lender constituting conclusive evidence of the approval by the City and the Lender of such changes, insertions, omissions or filling in of blanks, and by this reference such form of each of the Series 2011 Bonds is incorporated herein and made a part hereof. Section 3.04 Other Indebtedness. The City may issue or incur subordinated debt and additional parity Bonds secured by a lien on the Pledged Funds in accordance with Sections 304(g) and 304(h), respectively, of the Master Ordinance. [End of Article III] MIAMI/4263607.5 7 ARTICLE IV LIMITED AND SPECIAL OBLIGATIONS OF THE CITY; SOURCES OF PAYMENT OF SERIES 2011 BONDS Section 4.01 Bonds are Limited and Special Obligation of the City. The Series 2011 Bonds shall not be and shall not constitute an indebtedness of the City, within the meaning of any constitutional, Statutory or charter provisions or limitations, but shall be limited and special obligations payable solely, as provided in the Bond Ordinance, from the Pledged Funds. The Series 2011 Bonds and the obligations evidenced thereby shall not constitute a lien upon any property of or in the City, other than the Pledged Funds as provided in the Bond Ordinance. No holder or holders of any Series 2011 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any real or personal property therein, or the application of any funds of the City, other than the Pledged Funds, to pay the Series 2011 Bonds or the interest thereon or the making of any deposits or payments provided for herein. Section 4.02 Bonds Secured by Pledge of Pledged Funds. The Payment of the principal of, interest and premium, if any, on all of the Series 2011 Bonds and any additional parity Bonds issued under the Bond Ordinance, shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Funds. Subject to the provisions of the Bond Ordinance, the Pledged Funds are irrevocably pledged to the payment of the principal of and interest on the Series 2011 Bonds, and other payments provided for under the Bond Ordinance, as the same become due and payable. [End of Article IV] MIAMI/4263607.5 8 ARTICLE V COVENANTS OF THE CITY Section 5.01 Performance of Covenants. The City covenants that it will perform faithfully at all times its covenants, undertakings and agreements contained in the Bond Ordinance, in this Agreement and in the Series 2011 Bonds. Section 5.02 Information Requirements. The City agrees to deliver to the Lender, when available, or within 210 days after the end of its Fiscal Year, whichever is earlier, the audited financial statements relating to the City for each Fiscal Year while the Series 2011 Bonds are Outstanding. Section 5.03 Tax Compliance. Neither the City, nor any third party over whom the City has control, will make any use of the proceeds of the Series 2011 Bonds or of the Series 2011 Project at any time during the term of the Series 2011 Bonds which would cause the Series 2011 Bonds (1) to be (a) "private activity bonds" within the meaning of Section 103(b)(1) of the Code or (b) "arbitrage bonds" within the meaning of Section 103(b)(2) of the Code, or (2) not to be "qualified tax-exempt obligations" within the meaning of Section 265(b)(3)(B) of the Code. The City covenants throughout the term of the Series 2011 Bonds to comply with the requirements of the Code and the Regulations, as amended from time to time, and to take all actions necessary to maintain the exclusion from gross income for purposes of the Code of interest on the Series 2011 Bonds to the same extent as on the date of issuance of the Series 2011 Bonds. [End of Article V] MIAMI/4263607.5 9 ARTICLE VI REGISTRAR AND PAYING AGENT Section 6.01 Registrar and Paying Agent. Pursuant to the Resolution, the City has appointed the City Manager to serve as Registrar and Paying Agent with respect to the Series 2011 Bonds. The Lender hereby consents to the appointment of the City Manager as Registrar and Paying Agent with respect to the Series 2011 Bonds. [End of Article VI] MIAMI/4263607 5 10 ARTICLE VII DEFAULTS AND REMEDIES Section 7.01 Events of Default. Each of the following is hereby declared an "Event of Default:" (a) payment of the principal of or interest on any of the Series 2011 Bonds shall not be made when the same shall become due and payable, either at maturity or otherwise; or (b) the City shall default in the due and punctual performance of any other covenants, conditions, agreements and provisions contained in the Series 2011 Bonds or in this Agreement on the part of the City to be performed, and such default shall continue for sixty (60) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the Lender; provided, however, that if, in the reasonable judgment of the Lender, the City shall proceed to take such curative action which, if begun and prosecuted with due diligence, cannot be completed within a period of 60 days, then such period shall be increased to such extent as shall be necessary to enable the City to diligently complete such curative action; and provided further, the inability to perform, observe or comply with any such term, covenant, condition or provision shall not itself constitute an Event of Default under this Agreement if (i) the performance, observation or compliance with any of the terms, covenants, conditions or provisions referred to in this subsection shall be prevented by the application of federal or state laws, wage and price controls, economic stabilization, cost containment requirements, or restrictions on rates, charges and/or non-ad valorem revenues generated by the City, or reimbursement or third party payment regulations and policies, which may be imposed by governmental or nongovernmental authorities; and (ii) the City Manager shall have certified in writing to the Lender the existence and nature of the condition that prevents such performance; or (c) any material representation or warranty of the City contained in this Agreement or in any certificate or other closing document executed and delivered by the City in connection with the closing of the Loan and the issuance of the Series 2011 Bonds shall prove to have been untrue in any material respect when executed and delivered; or (d) there shall occur the dissolution or liquidation of the City, or the filing by the City of a voluntary petition in bankruptcy, or the commission by the City of any act of bankruptcy, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors, or appointment of a receiver for the City, or the entry by the City into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended. MIAMU4263607.5 11 Section 7.02 Exercise of Remedies. Upon the occurrence and during the continuance of an Event of Default described in Section 7.01(a) of this Agreement, the Lender may, by a notice in writing to the City, declare the principal of the Series 2011 Bonds (if not then due and payable) to be immediately due and payable, and upon such declaration, the same shall be immediately due and payable, anything contained in the Series 2011 Bonds or this Agreement to the contrary notwithstanding. Upon the occurrence and during the continuance of an Event of Default, the Lender may proceed to protect and enforce its rights under the laws of the State of Florida or under this Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Lender shall deem most effective to protect and enforce such rights. In the enforcement of any remedy under this Agreement, to the extent permitted by law, the Lender shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any default becoming, and at any time remaining, due from the City for principal, interest or otherwise under any of the provisions of this Agreement or of the Series 2011 Bonds then unpaid, with interest on overdue payments of principal at the rate or rates of interest specified in the Series 2011 Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under the Series 2011 Bonds, without prejudice, to any other right or remedy of the Lender, and to recover and enforce any judgment or decree against the City, but solely as provided herein and in the Series 2011 Bonds, for any portion of such amounts remaining unpaid and interest, costs, and expenses as above provided, and to collect (but solely from the Pledged Funds) in any manner provided by law, the moneys adjudged or decreed to be payable. Section 7.03 Remedies not Exclusive. No remedy herein conferred upon or reserved to the Lender is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. Section 7.04 Waivers, Etc. No delay or omission of the Lender to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein; and every power and remedy given by this Agreement to the Lender may be exercised from time to time and as often as may be deemed expedient. The Lender may waive any default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Agreement or before the completion of the enforcement of any other remedy under this Agreement, but no such waiver shall be effective unless in writing and no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. [End of Article VII] MIAMI/4263607.5 12 ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01 Covenants of Parties: Successors. All of the covenants, stipulations, obligations and agreements contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time, and upon any officer, board, commission, authority, City or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Section 8.02 Amendments and Supplements. This Agreement may be amended or supplemented from time to time only by a writing duly executed by each of the City and the Lender. Section 8.03 Notice. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the City or the Lender, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if and when sent by registered mail, return receipt requested: (a) As to the City: City of Opa-Locka, Florida 780 Fisherman Street, 4th Floor Opa-Locka, Florida 33054 Attention: City Manager (b) As to the Lender: Branch Banking and Trust Company 5130 Parkway Plaza Blvd., Building No. 9 Charlotte,North Carolina 28217 Attention: Account Administration/Municipal Either party may, by notice sent to the other, designate a different or additional address to which notices under this Agreement are to be sent. Section 8.04 Benefits Exclusive. Except as herein otherwise expressly provided, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City and the Lender, any right, remedy or claim, legal or equitable, under or by reason of this Agreement or any provision hereof this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the Lender. Section 8.05 Severability. In case any one or more of the provisions of this Agreement, any amendment or supplement hereto or of the Series 2011 Bonds shall for any MIAMI/4263607.5 13 reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, any amendment or supplement hereto or the Series 2011 Bonds, but this Agreement, any amendment or supplement hereto and the Series 2011 Bonds shall be construed and enforced at the time as if such illegal or invalid provisions had not been contained therein, nor shall such illegality or invalidity or any application thereof affect any legal and valid application thereof from time to time. Section 8.06 Payments Due on Sundays and Holidays. In any case where the date of maturity of interest on or principal of the Series 2011 Bonds shall be a Sunday or a day on which the Lender is required, or authorized or not prohibited, by law (including executive orders) to close and is closed, then payment of such interest or principal shall be made on the next succeeding day on which the Lender is open for business with the same force and effect as if paid on the date of maturity and no interest on any such principal amount shall accrue for the period after such date of maturity. Section 8.07 Nondiscrimination. During the term of this Agreement, Lender shall not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex or national origin, and agrees to abide by all Federal and State laws regarding nondiscrimination. Section 8.08 Ownership of Access to Records and Audits. All records, books, documents, maps, data, deliverable papers and financial information (the "Records") that result from the Lender providing services to the City under this Agreement shall be the property of the City. The City Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any Records of the Lender involving transactions related to this Agreement. Section 8.09 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. Section 8.10 Headings, Etc. Any heading preceding the texts of the several articles and sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. Section 8.11 Applicable Law. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. Section 8.12 No Personal Liability. Notwithstanding anything to the contrary contained herein or in the Series 2011 Bonds, or in any other instrument or document executed by or on behalf of the City in connection herewith, no stipulation, covenant; agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future, member, commissioner, officer, employee or agent of the City, or of any incorporator, member, commissioner, director, trustee, officer, employee or agent of any successor to the City, in any such person's individual capacity. No MIAMI/4263607.5 14 such person, in his individual capacity, shall be liable personally for any breach or non- observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or interest on the Series 2011 Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the City or any successor to the City, under the rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise. All such liability of any such person, in his individual capacity, is hereby expressly waived and released. [End of Article VIII] MIAMI/4263607.5 15 IN WITNESS WHEREOF, the City has caused this Agreement to be executed on its behalf by its Mayor, and its official seal to be impressed hereon and attested on its behalf by its City Clerk, and the Lender has caused this Agreement to be executed on its behalf by its Banking Officer, all as of the day and year first above written. CITY OF OPA-LOCKA, FLORIDA By: Myra L. Taylor, Mayor (SEAL) ATTEST: By: Deborah S. Irby, City Clerk Approved as to form and legal sufficiency: By: Joseph S. Geller, City Attorney BRANCH BANKING AND TRUST COMPANY By: Michael C. Smith Assistant Vice President MIAMI/4263607.5 16 EXHIBIT A RA-1 $5,393,000 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF OPA-LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE REFUNDING BONDS, SERIES 2011A Date of Maturity Date Interest Rate Original Issuance January 1, 2024 3.31% April 28, 2011 Registered Owner: Branch Banking and Trust Company Principal Amount: Five Million Three Hundred Ninety Three Thousand Dollars KNOW ALL MEN BY THESE PRESENTS that the City of Opa-Locka, Florida (the "City"), for value received, hereby promises to pay to the registered owner specified above, or registered assigns, on the date specified above, but solely from the sources hereinafter mentioned, upon presentation and surrender hereof at the office of City Manager, as paying agent (said paying agent and any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the principal sum specified above with interest thereon at the fixed interest rate specified above, payable on the 1st day of July and January of each year, commencing on July 1, 2011 (each, an "Interest Payment Date"). Principal of this Bond is payable upon surrender of the same at the principal office of the Paying Agent in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner as its name and address shall appear on the registry books of the City, as Registrar (said registrar and any successor registrar being herein called the "Registrar") at the close of business on the fifteenth day (whether or not a business day) of the calendar month preceding each interest payment date or the date on which the principal of this Bond is to be paid (the "Record Date") irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such Interest Payment Date, unless the City shall be in default in payment of interest due on such Interest Payment Date provided, however, that (i) if ownership of the Bonds is maintained in a book-entry only system by a securities depository, such payment may be made by automatic funds transfer(wire) to such securities depository or its nominee or (ii) if such Bond is not maintained in a book-entry only system by a securities depository, upon written request of the holder such payments may be made by wire transfer to the bank and bank account specified in writing by such holder such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of any default in the payment of interest on this Bond, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of MIAMU4263607.5 A-1 such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the person in whose name this Bond is registered at the close of business on the fifth day (whether or not a business day) preceding the date of mailing. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication to which interest has been paid, unless the date of authentication is a July 1 or January 1 to which interest has been paid, in which case from the date of authentication, or unless the date of authentication is prior to April 28, 2011, in which case from the date of original issuance, or unless the date of authentication is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Interest Rate on this Bond as set forth above is subject to the following adjustments: (A) If for any reason it shall be determined that any portion of this Bond is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code, then the Interest Rate on this Bond shall be increased to such rate as shall provide the Holder of the Bond with the same after-tax yield on the Bond. (B) Upon the occurrence of a Determination of Taxability, the Interest Rate on this Bond shall be adjusted to an Interest Rate that would maintain the same after-tax yield on this Bond as if such Determination of Taxability had not occurred (the "Adjusted Interest Rate"). From and after the Determination of Taxability, this Bond shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Bond. The foregoing adjustment shall survive payment of the Bond until such time as the federal statute of limitations under which the interest on the Bond could be declared taxable under the Code shall have expired. As used above, "Determination of Taxability" shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on this Bond is or was includable in the gross income of a Holder of the Bond for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the City has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Holder of the Bond, and until the conclusion of any appellate review, if sought. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Bond is deemed includable in the gross income of the Holder. (C) For so long as this Bond is owned by the Holder, the Interest Rate set forth above assumes a Maximum Federal Corporate Tax Rate of 35%. In the event of an increase or decrease in the Maximum Federal Corporate Tax Rate, the Holder shall increase or decrease, as applicable, such Interest Rate in order to maintain the same after-tax yield. As used above, "Maximum Federal Corporate Tax Rate" shall mean the highest marginal United States federal income tax rate imposed on corporations pursuant to Section 11(b) of the MIAMI/4263607.5 A-2 Code applicable to the taxable income of corporations without regard to any increase in tax designed to normalize the rate for all income at the highest marginal tax rate, which as of the date hereof is 35%. This Bond is subject to optional prepayment by the City upon ten (10) days prior notice to the Bondholder, in whole, but not in part, on any scheduled payment date at the prepayment price equal to 101% of the principal amount of this Bond, plus accrued interest to the date fixed for prepayment. This Bond is subject to mandatory sinking fund prepayment in part prior to maturity through the application of Amortization Requirements set forth below, at a prepayment price equal to 100% of the principal amount thereof, plus accrued interest to the prepayment date, on January 1 of each year in the amount of the Amortization Requirement for each year specified below: Due Amortization Due Amortization (January 1) Requirement (September 1) Requirement 2012 $295,000 2019 $429,000 2013 350,000 2020 443,000 2014 367,000 2021 460,000 2015 377,000 2022 475,000 2016 389,000 2023 490,000 2017 400,000 2024* 503,000 2018 415,000 * Final maturity. This Bond is one of the series of bonds being issued by the City and designated as "City of Opa-Locka, Florida Capital Improvement Revenue Refunding Bonds, Series 2011A (herein called the "Series 2011A Bonds"), in the aggregate principal amount of Five Million Three Hundred Ninety Three Thousand Dollars ($5,393,000) issued for the purpose of providing funds to (i) refund the Refunded Bonds, as described in the hereinafter described Bond Ordinance, and (ii) pay certain costs of issuance of the Series 2011A Bonds. The Series 2011A Bonds are being issued under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended from time to time, and other applicable provisions of law, an ordinance duly enacted by the City on March 28, 1994, as amended and supplemented by an ordinance duly enacted by the City on April 27, 2011 (collectively, the "Master Ordinance") and a resolution duly adopted by the City on April 27, 2011 (the "Resolution" and, together with the Master Ordinance, the "Bond Ordinance") and a Loan Agreement dated as of April 28, 2011 (the "Loan Agreement") between the City and Branch Banking and Trust Company, and is subject to all the terms and conditions of the Bond Ordinance and the Loan Agreement. The Series 2011A Bonds and the interest hereon are payable solely from and secured by a prior lien upon and pledge of certain revenues of the City held in the funds and accounts created pursuant to the Bond Ordinance, including, investment earnings thereon, all in the manner and to the extent provided in the Bond Ordinance. All terms used herein in capitalized form and not MIAMU4263607.5 A-3 otherwise defined shall have the meanings ascribed thereto in the Bond Ordinance or the Loan Agreement, as applicable. The Series 2011A Bonds are payable from and secured by a lien on a pledge of the City's Guaranteed Entitlement Revenues, its Sales Tax Revenues and other moneys held in certain funds and accounts established under the Bond Ordinance (collectively, the "Pledged Funds"), all in the manner and only to the extent provided in the Bond Ordinance. The City is not obligated to pay this Bond or the interest thereon except from the Pledged Funds pledged thereto, and the full faith and credit of the City are not pledged for the payment of this Bond and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or other provision or limitation; and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, or the taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond or the making of any other Sinking Fund and other payments provided for in the Bond Ordinance. It is further agreed between the City and the Holder of this Bond that this Bond and the obligations evidenced hereby shall not constitute a lien upon property of or in the City, but shall constitute a lien only on the Pledged Funds, all in the matter provided in the Bond Ordinance. Additionally parity Bonds on a parity with the Series 2011A Bonds may be issued by the City from time to time upon the conditions and within the limitations and in the manner provided in the Bond Ordinance. Reference is hereby made to the Bond Ordinance and the Loan Agreement for the provisions, among others, relating to the term, lien and security of the Series 2011A Bonds, the custody and application of the proceeds of the Series 2011A Bonds, the rights and remedies of the Bondholders, the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the Bondholders hereof for themselves and their successors in interest assents by acceptance of the Series 2011A Bonds. Neither the members of the governing body of the City nor any person executing the Series 2011A Bonds shall be liable personally on the Series 2011A Bonds by reason of their issuance. The original registered owner, and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: Subject in all respects to the next succeeding paragraph, this Bond is transferable, in whole but not in part, by the registered owner in person or by his attorney duly authorized in writing at the office of the Registrar, but only in the manner, subject to the limitations and upon surrender and cancellation of this Bond, as set forth in the Bond Ordinance. Upon such transfer a new registered Bond will be issued to the transferee in exchange therefor. Any transfer of this Bond, in whole but not in part, may be registered only upon such registration book upon the surrender hereof to the Registrar, together with an assignment duly executed by the registered owner or his attorney duly authorized in writing, in such form as shall be satisfactory to the Bond Registrar. The City may deem and treat the registered owner as the absolute owner hereof for M1AMI/4263607.5 A-4 the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and the City shall not be affected by any notice to the contrary. NOTWITHSTANDING ANYTHING IN THE AGREEMENT OR THE SERIES 2011A BONDS TO THE CONTRARY,NO TRANSFER OR ASSIGNMENT OF THE SERIES 2011A BONDS OR THE LOAN SHALL BE EFFECTIVE UNLESS AN AUTHORIZED CITY REPRESENTATIVE SHALL HAVE FIRST APPROVED IN WRITING THE IDENTITY OF THE TRANSFEREE OR ASSIGNEE, WHICH APPROVAL SHALL NOT BE WITHHELD UNREASONABLY. THE LOAN, AS EVIDENCED BY THE SERIES 2011A BONDS, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. ANY TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE LOAN, AS EVIDENCED BY THE SERIES 2011A BONDS, OR ANY PARTICIPATION THEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of the Series 2011A Bonds exist, 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 thereto, and that the issuance of the Series 2011A Bonds is in full compliance with all constitutional, statutory or charter limitations or provisions. IN WITNESS WHEREOF, the City of Opa-Locka, Florida has caused this Bond to be signed by its Mayor, either manually or with his facsimile signature, and the seal of the City of Opa-Locka, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by the City Clerk, either manually or with her facsimile signature. CITY OF OPA-LOCKA, FLORIDA [SEAL] Mayor Attest: City Clerk MIAMI/4263607.5 A-5 FORM OF CERTIFICATE OF AUTHENTICATION This Bond is delivered pursuant to the within mentioned Bond Ordinance and Loan Agreement. Date of Authentication: , 2011. City Manager, as Registrar By: MIAMI/4263607.5 A-6 [FORM OF ABBREVIATIONS] The following abbreviations, when used in the inscription on the face of the within Series 2011 Bonds, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT— Custodian for (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. MIAMI/4263607.5 A-7 [FORM OF ASSIGNMENT FOR BONDS] FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2011 Bonds and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Series 2011 Bonds on the books kept for registration and registration of the transfer thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: No transfer will be registered and a member firm of the New York Stock no new Series 2011 Bonds will be issued in Exchange or a member firm of any other the name of the Transferee, unless the recognized national securities exchange or a signature(s) to this assignment correspond(s) commercial bank or a trust company. with the name as it appears upon the face of the within Series 2011 Bonds in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. MIAMI/4263607.5 A-8 EXHIBIT B RB-1 $2,320,000 UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF OPA-LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2011B Date of Maturity Date Interest Rate Original Issuance January 1, 2026 3.89% April 28, 2011 Registered Owner: Branch Banking and Trust Company Principal Amount: Two Million Three Hundred Twenty Thousand Dollars KNOW ALL MEN BY THESE PRESENTS that the City of Opa-Locka, Florida (the "City"), for value received, hereby promises to pay to the registered owner specified above, or registered assigns, on the date specified above, but solely from the sources hereinafter mentioned, upon presentation and surrender hereof at the office of City Manager, as paying agent (said paying agent and any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the principal sum specified above with interest thereon at the fixed interest rate specified above, payable on the 1st day of July and January of each year, commencing on July 1, 2011 (each, an "Interest Payment Date"). Principal of this Bond is payable upon surrender of the same at the principal office of the Paying Agent in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner as its name and address shall appear on the registry books of the City, as Registrar (said registrar and any successor registrar being herein called the "Registrar") at the close of business on the fifteenth day (whether or not a business day) of the calendar month preceding each interest payment date or the date on which the principal of this Bond is to be paid (the "Record Date") irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such Interest Payment Date, unless the City shall be in default in payment of interest due on such Interest Payment Date provided, however, that (i) if ownership of the Bonds is maintained in a book-entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such Bond is not maintained in a book-entry only system by a securities depository, upon written request of the holder such payments may be made by wire transfer to the bank and bank account specified in writing by such holder such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of any default in the payment of interest on this Bond, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of MIAMI/4263607.5 B-1 such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owner of this Bond not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the person in whose name this Bond is registered at the close of business on the fifth day (whether or not a business day) preceding the date of mailing. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication to which interest has been paid, unless the date of authentication is a January 1 or July 1 to which interest has been paid, in which case from the date of authentication, or unless the date of authentication is prior to April 28, 2011, in which case from the date of original issuance, or unless the date of authentication is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Interest Rate on this Bond as set forth above is subject to the following adjustments: (A) If for any reason it shall be determined that any portion of this Bond is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code, then the Interest Rate on this Bond shall be increased to such rate as shall provide the Holder of the Bond with the same after-tax yield on the Bond. (B) Upon the occurrence of a Determination of Taxability, the Interest Rate on this Bond shall be adjusted to an Interest Rate that would maintain the same after-tax yield on this Bond as if such Determination of Taxability had not occurred (the "Adjusted Interest Rate"). From and after the Determination of Taxability, this Bond shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Bond. The foregoing adjustment shall survive payment of the Bond until such time as the federal statute of limitations under which the interest on the Bond could be declared taxable under the Code shall have expired. As used above, "Determination of Taxability" shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on this Bond is or was includable in the gross income of a Holder of the Bond for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the City has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Holder of the Bond, and until the conclusion of any appellate review, if sought. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Bond is deemed includable in the gross income of the Holder. (C) For so long as this Bond is owned by the Holder, the Interest Rate set forth above assumes a Maximum Federal Corporate Tax rate of 35%. In the event of an increase or decrease in the Maximum Federal Corporate Tax rate, the Holder shall increase or decrease, as applicable, such Interest Rate in order to maintain the same after-tax yield. As used above, "Maximum Federal Corporate Tax Rate" shall mean the highest marginal United States federal income tax rate imposed on corporations pursuant to Section 11(b) of the MIAMI/4263607.5 B-2 Code applicable to the taxable income of corporations without regard to any increase in tax designed to normalize the rate for all income at the highest marginal tax rate, which as of the date hereof is 35%. This Bond is subject to optional prepayment by the City upon ten (10) days prior notice to the Bondholder, in whole, but not in part, on any scheduled payment date at the prepayment price equal to 101% of the principal amount of this Bond, plus accrued interest to the date fixed for prepayment. This Bond is subject to mandatory sinking fund prepayment in part prior to maturity through the application of Amortization Requirements set forth below, at a prepayment price equal to 100% of the principal amount thereof, plus accrued interest to the prepayment date, on January 1 of each year in the amount of the Amortization Requirement for each year specified below: Due Amortization Due Amortization (January 1) Requirement (September 1) Requirement 2012 $ 63,000 2020 $102,000 2013 40,000 2021 104,000 2014 36,000 2022 108,000 2015 39,000 2023 113,000 2016 41,000 2024 121,000 2017 45,000 2025 645,000 2018 95,000 2026* 670,000 2019 98,000 * Final maturity. This Bond is one of the series of bonds being issued by the City and designated as "City of Opa-Locka, Florida Capital Improvement Revenue Bonds, Series 2011B (herein called the "Series 2011B Bonds"), in the aggregate principal amount of Two Million Three Hundred Twenty Thousand Dollars ($2,320,000) issued for the purpose of providing funds to (i) fund a portion of the cost of the Series 2011 Projects, as described in the hereinafter described Bond Ordinance, and (ii) pay certain costs of issuance of the Series 2011B Bonds. The Series 2011B Bonds are being issued under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended from time to time, and other applicable provisions of law, an ordinance duly enacted by the City on March 28, 1994, as amended and supplemented by an ordinance duly enacted by the City on April 27, 2011 (collectively, the "Master Ordinance") and a resolution duly adopted by the City on April 27, 2011 (the "Resolution" and, together with the Master Ordinance, the "Bond Ordinance") and a Loan Agreement dated as of April 28, 2011 (the "Loan Agreement") between the City and Branch Banking and Trust Company, and is subject to all the terms and conditions of the Bond Ordinance and the Loan Agreement. The Series 2011B Bonds and the interest hereon are payable solely from and secured by a prior lien upon and pledge of certain revenues of the City held in the funds and accounts created pursuant to the Bond Ordinance, including, investment earnings thereon, all in the manner and to MIAMI/4263607.5 B-3 FORM OF CERTIFICATE OF AUTHENTICATION This Bond is delivered pursuant to the within mentioned Bond Ordinance and Loan Agreement. Date of Authentication: , 2011. City Manager, as Registrar By: MIAMI/4263607.5 B-6 [FORM OF ABBREVIATIONS] The following abbreviations, when used in the inscription on the face of the within Series 2011 Bonds, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT— Custodian for (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. MIAMI/4263607.5 B-7 [FORM OF ASSIGNMENT FOR BONDS] FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2011 Bonds and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Series 2011 Bonds on the books kept for registration and registration of the transfer thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: No transfer will be registered and a member firm of the New York Stock no new Series 2011 Bonds will be issued in Exchange or a member firm of any other the name of the Transferee, unless the recognized national securities exchange or a signature(s) to this assignment correspond(s) commercial bank or a trust company. with the name as it appears upon the face of the within Series 2011 Bonds in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. MIAMI/4263607.5 B-8 the extent provided in the Bond Ordinance. All terms used herein in capitalized form and not otherwise defined shall have the meanings ascribed thereto in the Bond Ordinance or the Loan Agreement, as applicable. The Series 2011B Bonds are payable from and secured by a lien on a pledge of the City's Guaranteed Entitlement Revenues, its Sales Tax Revenues and other moneys held in certain funds and accounts established under the Bond Ordinance (collectively, the "Pledged Funds"), all in the manner and only to the extent provided in the Bond Ordinance. The City is not obligated to pay this Bond or the interest thereon except from the Pledged Funds pledged thereto, and the full faith and credit of the City are not pledged for the payment of this Bond and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or other provision or limitation; and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, or the taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond or the making of any other Sinking Fund and other payments provided for in the Bond Ordinance. It is further agreed between the City and the Holder of this Bond that this Bond and the obligations evidenced hereby shall not constitute a lien upon property of or in the City, but shall constitute a lien only on the Pledged Funds, all in the matter provided in the Bond Ordinance. Additionally parity Bonds on a parity with the Series 2011B Bonds may be issued by the City from time to time upon the conditions and within the limitations and in the manner provided in the Bond Ordinance. Reference is hereby made to the Bond Ordinance and the Loan Agreement for the provisions, among others, relating to the term, lien and security of the Series 2011B Bonds, the custody and application of the proceeds of the Series 2011B Bonds, the rights and remedies of the Bondholders, the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the Bondholders hereof for themselves and their successors in interest assents by acceptance of the Series 2011B Bonds. Neither the members of the governing body of the City nor any person executing the Series 2011B Bonds shall be liable personally on the Series 2011B Bonds by reason of their issuance. The original registered owner, and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: Subject in all respects to the next succeeding paragraph, this Bond is transferable, in whole but not in part, by the registered owner in person or by his attorney duly authorized in writing at the office of the Registrar, but only in the manner, subject to the limitations and upon surrender and cancellation of this Bond, as set forth in the Bond Ordinance. Upon such transfer a new registered Bond will be issued to the transferee in exchange therefor. Any transfer of this Bond, in whole but not in part, may be registered only upon such registration book upon the surrender hereof to the Registrar, together with an assignment duly executed by the registered owner or his attorney duly authorized in writing, in such form as shall be satisfactory to the Bond MIAMI/4263607.5 B-4 Registrar. The City may deem and treat the registered owner as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes and the City shall not be affected by any notice to the contrary. NOTWITHSTANDING ANYTHING IN THE AGREEMENT OR THE SERIES 2011B BONDS TO THE CONTRARY, NO TRANSFER OR ASSIGNMENT OF THE SERIES 2011B BONDS OR THE LOAN SHALL BE EFFECTIVE UNLESS AN AUTHORIZED CITY REPRESENTATIVE SHALL HAVE FIRST APPROVED IN WRITING THE IDENTITY OF THE TRANSFEREE OR ASSIGNEE, WHICH APPROVAL SHALL NOT BE WITHHELD UNREASONABLY. THE LOAN, AS EVIDENCED BY THE SERIES 2011B BONDS, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. ANY TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE LOAN, AS EVIDENCED BY THE SERIES 2011B BONDS, OR ANY PARTICIPATION THEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of the Series 2011B Bonds exist, 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 thereto, and that the issuance of the Series 2011B Bonds is in full compliance with all constitutional, statutory or charter limitations or provisions. IN WITNESS WHEREOF, the City of Opa-Locka, Florida has caused this Bond to be signed by its Mayor, either manually or with his facsimile signature, and the seal of the City of Opa-Locka, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by the City Clerk, either manually or with her facsimile signature. CITY OF OPA-LOCKA, FLORIDA [SEAL] Mayor Attest: City Clerk MIAMI/4263607.5 B-5