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Home My WebLink AboutExhibitsDRAFT LOAN AGREEMENT between CITY OF MIAMI, FLORIDA and rr E -NDE R7 JPMORGAN CHASE BANK, N.A. Dated as of , 202 Relating to: CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING NOTE, SERIES 202_ (PORT OF MIAMI TUNNEL PROJECT) (which prepays all of the outstanding City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project)) 010-9072-3022/34/AMERICAS TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS Section1.01. Definitions.............................................................................................................. 2 Section1.02. Interpretation.......................................................................................................... 7 Section 1.03. Titles and Headings................................................................................................ 7 Section 1.04. Incorporation of Whereas Clauses......................................................................... 7 ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note................................................................................................... 16 Section 4.02. Application of Note Proceeds.............................................................................. 17 ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default................................................................................................. 17 Section5.02. Remedies.............................................................................................................. 18 ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement ................................ 19 Section6.02. Counterparts......................................................................................................... 19 Section6.03. Severability.......................................................................................................... 19 Section 6.04. Term of Agreement.............................................................................................. 19 -1- 010-9072-3022/,34/AMERICAS ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS Description and Payment Terms of the Note ....................................................... Section 2.01. Representations by the City................................................................................... 7 Section 2.02. General Representations, Warranties and Covenants of the Lender ...................... 8 Section2.03. Making of Loan.....................................................................................................9 Note Fund............................................................................................................. Section2.04. Tax Covenants....................................................................................................... 9 Section 2.05. Security for Note; Note not Debt of the Issuer ...................................................... 9 Section2.06. Payment Covenant............................................................................................... 11 Section 2.07. Additional Covenants........................................................................................... 11 Section 2.08. Additional Debt.................................................................................................... 11 ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note................................................................................................... 16 Section 4.02. Application of Note Proceeds.............................................................................. 17 ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default................................................................................................. 17 Section5.02. Remedies.............................................................................................................. 18 ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement ................................ 19 Section6.02. Counterparts......................................................................................................... 19 Section6.03. Severability.......................................................................................................... 19 Section 6.04. Term of Agreement.............................................................................................. 19 -1- 010-9072-3022/,34/AMERICAS ARTICLE III DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.01. Description and Payment Terms of the Note ....................................................... 11 Section 3.02. Registration; Assignment and Transfer............................................................... 13 Section 3.03. Optional Prepayment........................................................................................... 14 Section3.04. Note Fund............................................................................................................. 15 ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note................................................................................................... 16 Section 4.02. Application of Note Proceeds.............................................................................. 17 ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default................................................................................................. 17 Section5.02. Remedies.............................................................................................................. 18 ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement ................................ 19 Section6.02. Counterparts......................................................................................................... 19 Section6.03. Severability.......................................................................................................... 19 Section 6.04. Term of Agreement.............................................................................................. 19 -1- 010-9072-3022/,34/AMERICAS TABLE OF CONTENTS (continued) Page Section6.05. Assignment.......................................................................................................... 19 Section6.06. Notices............................................................................................................. 2819 Section6.07. Applicable Law.................................................................................................... 20 Section6.08. Jury Waiver.......................................................................................................... 20 Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees ................................................. 20 Section 6.10. Public Records Laws............................................................................................ 20 Section 6.11. Noteholder Representative................................................................................... 21 Section 6.12. Incorporation by Reference.................................................................................. 22 Exhibit A — Form of Note Exhibit B — Composite Certificates 1 010-9072-3022/,34/AMERICAS LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is made and entered into as of 20 , between the CITY OF MIAMI, a municipality created and existing under and by virtue of the laws of the State of Florida (the "City"), and [r ],JPMORGAN CHASE BANK, N.A., a national banking association (the "Lender"); WITNESSETH: WHEREAS, the City is authorized pursuant to Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act") to, among other things, (a) undertake capital projects in and for the City, (b) borrow money to finance or refinance the cost of such projects as provided in the Act, and (c) pledge the funds of the City for payment of such debts as provided in the Act; and WHEREAS, the City has previously issued its City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project) (the "Series 2020 Note"); WHEREAS, the City deems it necessary, desirable and in the best interest of the City that the City prepay all of its outstanding Series 2020 Note (herein referred to as the "Refunded Note"); and WHEREAS, the City's Finance Committee has recommended on,June 15, 2020 and the City Commission on itiffe-25Juu , 2020, pursuant to Resolution R-20- , has authorized such prepayment of the Refunded Note; and WHEREAS, the Lender is willing to make available to the City Dollars 00/100 Cents ($ ) (the "Loan Amount") which the City will use to finance (i) the cost of prepaying, on a current basis, the Refunded Note and (ii) related closing costs (collectively, the "Refunding"); and WHEREAS, the Lender is authorized to loan the Loan Amount to the City pursuant to applicable law and the Lender's internal procedures and the City is authorized to borrow the Loan Amount and agree to repay such amount as provided herein. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: 1 010-9072-3022/34/AMERICAS ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the meanings specified in this Article 1, unless the context clearly otherwise requires. "Agreement" shall mean this Loan Agreement dated as of , 2020;202 , between the City and the Lender and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Debt Service Requirement" means with respect to the Note, for a given Fiscal Year, the sum of: (i) the amount required to pay the interest coming due on the outstanding Note during that Fiscal Year, and (ii) the amount required to pay the principal coming due on the outstanding Note for that Fiscal Year. "Authorized City Officer" for the performance on the behalf of the City of any act of the City or the execution of any document or instrument on behalf of the City shall mean any person authorized by resolution or certificate of the City to perform such act or sign such document or instrument. "Authorized Depository" means with respect to funds held in the accounts under this Agreement, the State Board of Administration of Florida or a bank or trust company in the State which is eligible under the laws of the State to receive funds of the City. "Authorized Investments" shall mean any of the following which shall be authorized from time to time by applicable laws of the State for deposit or purchase by the City for the investment of its funds: (a) Direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and stripped and zero coupon obligations), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. (b) Bonds, debentures or notes or other evidences of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent the full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority and Government National Mortgage Association. (c) Certificates of deposit properly secured at all times by collateral security described in either or both of paragraphs (a) and (b) of this definition or in the collateral 2 010-9072-3022/34/AMERICAS provisions of Chapter 280, Florida Statutes, as amended, and issued by commercial banks, savings and loan associations or mutual savings banks chartered by the State or the United States of America, and bank trust receipts issued by commercial banks or trust companies chartered by the State or the United States of America upon any securities described in paragraph (a) of this definition. (d) The following investments fully insured by the Federal Deposit Insurance Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv) depository receipts of a bank, savings and loan association or mutual savings bank. (e) Commercial paper rated in one of the two highest rating categories by at least two nationally recognized rating agencies or commercial paper backed by a letter of credit or line of credit rated in one of the two highest rating categories by Moody's and S&P. (f) Written repurchase agreements with any bank, savings institution or trust company which is insured by the Federal Deposit Insurance Corporation, or with any broker-dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by collateral described in (a) above or obligations of any agency or instrumentality of the United States of America, and provided further that (i) such collateral is held by a bank or trust company chosen by the City which has no interest in the repurchase agreement during the term of such repurchase agreement, (ii) such collateral is not subject to liens or claims of third parties, (iii) such collateral has a market value (determined at least once every 30 days) at least equal to the amount invested in the repurchase agreement, (iv) the entity holding the collateral has a perfected first security interest in the collateral for the benefit of the Noteholder, (v) the agreement shall be for a term not longer than 270 days and (vi) the failure to maintain such collateral at the level required in (iii) above will require the entity holding the collateral to liquidate the collateral. (g) Money market funds rated in the highest rating category by Moody's and S&P. (h) Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Chapter 218, Part IV, Florida Statutes, as amended, or any similar common trust fund which is established pursuant to the law of the State as a legal depository of public moneys. (i) Obligations of state or local government municipal bond issuers that are rated in one of the two highest rating categories by Moody's and S&P. 0) Such other obligations as shall be permitted to be legal investments of the City by the laws of the State and local policy. Rating categories when referred to herein shall be without regard to gradations within such categories, such as "plus" or "minus." 3 010-9072-3022/34/AMERICAS "Business Day" or "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions within the State are authorized by law to remain closed. "City" shall mean the City of Miami, Florida. "City Clerk" shall mean the City Clerk of the City and such other person as may be duly authorized to act on his or her behalf. "Default Rate" means the lesser of (x) the Fixed Rate plus 4% per annum or (y) the maximum rate permitted by law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on a Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a consequence of any act or omission of the City. A "Determination of Taxability" shall be deemed to occur upon (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the Note is includable for federal income tax purposes in the gross income of the Noteholder, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Note is includable for federal income tax purposes in the gross income of the Noteholder, which determination either is final and non -appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the City or an opinion of Note Counsel to the effect that interest on the Note is includable for federal income tax purposes in the gross income of the Noteholder. 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 Note is deemed includable in the gross income of the Noteholder. A Determination of Taxability shall not occur solely from the fact that such interest is taken into account in determining adjusted current earnings for the purpose of the alternative minimum income tax imposed on corporations. "Finance Director" means the Finance Director of the City or his or her designee. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" means Fitch Ratings, Inc. "Fixed Rate" means % per annum. "Forward Delivery and Direct Purchase Agreement" means the Forward Delivery and Direct Purchase Agreement dated , 2020 by and between the City and the Lender. "Interest Payment Date" means March 1 and September 1 of each year, commencing 1, 202. El 010-9072-3022/34/AMERICAS "IRS Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable rules and regulations thereto and thereunder. "Loan Amount" means Dollars and 00/100 Cents ($ ), which equals the original principal amount of the Note. "Maximum Annual Debt Service" means the greatest Annual Debt Service Requirement due or coming due in the then current or any subsequent Fiscal Year. "Mayor" means the Mayor of the City and such other person as may be duly authorized to act on his or her behalf. "Moody's" means Moody's Investors Service, Inc_ "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever other than revenues derived from ad valorem taxes imposed on real or personal property, but for purposes of the definition of "Pledged Funds" and Section 2.05 hereof as well as in the Note, only to the extent that such revenues are legally available to pay the principal of and interest on the Note. "Note" shall mean the Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 202_ (Port of Miami Tunnel Project) authorized by the Resolution and delivered by the City to the Lender in accordance with the requirements set forth in ARTICLE IV hereof. "Noteholder" shall mean the Lender, as the registered holder of the Note. "Note Counsel" shall mean Squire Patton Boggs (US) LLP, Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Note Fund" means the Note Fund established pursuant to Section 3.04 hereof. "Payments" means all amounts payable by the City of principal, interest and prepayment penalty, if any, on the Note, and all other amounts payable by the City pursuant to this Agreement. "Paying Agent" means the Finance Director of the City. "Pledged Funds" means (1) Non -Ad Valorem Revenues deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by the Resolution and this Agreement, and (2) income received from the investment of moneys deposited into the funds and accounts established by the Resolution and this Agreement. 5 010-9072-3022/34/AMERICAS "Prepayment Price" means the principal amount of the Note being prepaid plus the sum of the differences between (a) each scheduled interest payment which would have been made on the redeemed amount if such redemption/prepayment had not occurred and (b) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Lender shall be deemed to have entered into as of the date of such redemption/prepayment (the "Replacement Swap") covering its payment obligations, with each such difference discounted to a present value as of the date of redemption using the fixed interest rate of the Replacement Swap as the applicable discount rate. The City acknowledges that the Lender might not fund or hedge its fixed-rate loan portfolio or any redemption thereof on a loan - by -loan basis at all times, and agrees that the foregoing is a reasonable and appropriate method of calculating liquidated damages for any redemption/prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the loan evidenced by the Note. All calculations and determinations by the Lender of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error. 20 "Principal Payment Date" means March 1 of each year, commencing March 1, "Rating Agencies" means Moody's, S&P and Fitch. "Resolution" shall mean the resolution approved by the City on Rine 1-51—JUL-91 2020, as amended and supplemented, which among other things authorized the execution and delivery of this Agreement and the issuance of the Note. "S&P" means S&P Global Ratings, a division of S&P Global Inc. "State" shall mean the State of Florida. "Taxable Period" shall have the meaning ascribed to such term in Section 3.01(c) hereof. "Tax Certificate" shall have the meaning ascribed to such term in Section 2.04 hereof. "Taxable Date" means the date on which interest on all or any portion of the Note is first includable in gross income of the Noteholder (including, without limitation, any previous Noteholder), as such date is established by a Determination of Taxability. "Taxable Rate" shall mean a fixed rate of interest equal to % per annum. D 010-9072-3022/34/AMERICAS Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of the 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. Any capitalized terms used in this Agreement not herein defined shall have the meanings ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. Section 1.03. Titles and Headings. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04. Incorporation of Whereas Clauses. The recitals and findings contained in the Whereas clauses of this Agreement are hereby incorporated as if fully set forth in this Agreement. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS Section 2.01. Representations by the City. The City represents, warrants and covenants that: (a) The City is a municipality validly created and existing under the laws of the State. Pursuant to the Resolution, the City (i) has duly authorized the execution and delivery of this Agreement and the performance by the City of all of its obligations hereunder, and (ii) has duly authorized the Note issued hereunder and the performance by the City of all its obligations relating thereto. (b) The City has complied with all of the provisions of the Constitution and laws of the State, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement or under the Note, and to perform all of its obligations hereunder and the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the City is a party or by which the City is bound. 7 010-9072-3022/34/AMERICAS (c) The City is duly authorized and entitled to issue the Note in an amount equal to the Loan Amount. This Agreement and the Note constitute legal, valid and binding obligations of the City enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) 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, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the City to perform the City's obligations under this Agreement or under the Note. (e) No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of this Agreement, the Note and the related documents, except such as have been obtained, given or accomplished. (f) The City is not in default in the payment when due of any indebtedness of the City. (g) The financial statements of the City for the fiscal year ending September 30, 20[21], copies of which have been furnished to the Lender, have been prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the City as of such date and the results of its operations for the period then ended. Since September 30, 20[21], there has been no material adverse change in the financial condition, revenues, properties or operations of the City, except as otherwise disclosed to the Lender in writing. (h) The certificate required to be delivered by the City regarding the Non -Ad Valorem Revenues is attached hereto as Composite Certificates Exhibit B. Section 2.02. General Representations, Warranties and Covenants of the Lender. The Lender hereby represents, warrants and agrees that it is a national banking association created and existing under the laws of the United States of America, authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its charter, articles of association or bylaws. Section 2.03. Making of Loan. Pursuant to the terms and provisions of this Agreement, the Lender agrees to make a loan to the City in an amount equal to the Loan Amount for the purpose of financing the cost of the Refunding. 010-9072-3022/34/AMERICAS Section 2.04. Tax Covenants. (a) The City hereby covenants with the holder of the Note that in order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Note, it shall comply with each requirement of the IRS Code applicable to the Note. In furtherance of the covenant contained in the preceding sentence, the City agrees to continually comply with the provisions of the Tax Compliance Certificate to be executed by the City relating to the Note, as such Tax Compliance Certificate may be amended from time to time, as a source of guidance for achieving compliance with the IRS Code (referred to herein as the "Tax Certificate"). (b) The City hereby covenants with the holder of the Note that it shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Note pursuant to Section 148(f) of the IRS Code. (c) The City hereby covenants with the holder of the Note that it shall not take or permit any action or fail to take any action which would cause the Note to be an "arbitrage bond" within the meaning of Section 148(a) of the IRS Code. (d) The City hereby covenants with the holder of the Note that it shall refrain from using proceeds from the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the IRS Code. So long as necessary in order to maintain the exclusion from gross income of interest on the Note for federal income tax purposes, the covenants contained in this Section 2.04 shall survive the payment of the Note and the interest thereon, including any payment or defeasance thereof. Section 2.05. Security for Note; Note not Debt of the Issuer. The payment of the principal of and interest on the Note shall be secured forthwith solely by a lien upon and pledge of the Pledged Funds. The principal of and interest on the Note shall not constitute a general obligation or indebtedness of the City, within the meaning of any constitutional or statutory provision or limitation, but shall be a limited obligation of the City payable solely from the Pledged Funds, to the extent and as provided herein. The Noteholder shall never have the right to compel the levy of taxes upon any property of or in the City for the payment of the principal of and interest on the Note or in order to maintain or continue services or programs that generate Non -Ad Valorem Revenues. The City covenants that it will, in each year any Payments are due, budget and appropriate such legally available Non -Ad Valorem Revenues to make such Payments as they become due. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required 0 010-9072-3022/34/AMERICAS Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues until deposited hereunder, as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other bonds and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Except to the extent expressly set forth in this Agreement, this Agreement and the obligations of the City hereunder shall not be construed as a limitation on the ability of the City to pledge or covenant to budget and appropriate said Non -Ad Valorem Revenues or any revenues or taxes of the City for other legally permissible purposes. Notwithstanding any provisions of this Agreement or the Note to the contrary, the City shall never be obligated to maintain or continue any of the activities of the City which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues or the rates for such services or regulatory fees. Neither this Agreement nor the obligations of the City hereunder shall be construed as a pledge of or a lien on all or any Non -Ad Valorem Revenues of the City other than Pledged Revenues, but shall be payable solely as provided in this Section and are subject in all respects to the provisions of Section 166.241, Florida Statutes, and are subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City. The Lender and the City understand that the amount of Non -Ad Valorem Revenues available to be budgeted and appropriated to make debt service payments hereunder are subject to the satisfaction of funding requirements for obligations secured by an express pledge of or lien on Non -Ad Valorem Revenues and funding of essential governmental services of the City; however, such obligation to make debt service payments is cumulative and would carry over from Fiscal Year to Fiscal Year. 10 010-9072-3022/34/AMERICAS Section 2.06. Payment Covenant. The City covenants that it shall duly and punctually pay from the Pledged Funds the principal of and interest on the Note at the dates and place and in the manner provided herein and in the Note according to the true intent and meaning thereof and all other amounts due under this Agreement. Section 2.07. Additional Covenants. (a) The City will furnish to the Lender, at no cost to the Lender, within 240 days of the end of each fiscal year (i) a comprehensive annual financial report of the City for such fiscal year, which shall include a balance sheet as of the end of such fiscal year, audited without scope limitations by independent certified public accountants of recognized standing selected by the City and satisfactory to the Noteholder. (b) The City will furnish to the Noteholder, budgets, forecasts and such other information as the Noteholder may reasonably require. Section 2.08. Additional Debt. The City may incur additional debt that is payable from all or a portion of the legally available Non -Ad Valorem Revenues only if the total amount of Non -Ad Valorem Revenues for the prior Fiscal Year were at least 2.00 times the aggregate Maximum Annual Debt Service of all debt (including only long-term indebtedness appearing on the City's most recent audited financial statements and the long-term debt proposed to be incurred) to be paid from Non -Ad Valorem Revenues and no other funds of the City (collectively, "Debt"), including any Debt payable from one or several specific Non -Ad Valorem Revenue sources but only to the extent such Non -Ad Valorem Revenues are legally available to pay debt service on the Note. ARTICLE III DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.01. Description and Payment Terms of the Note. (a) The City shall, pursuant to authority granted under the Resolution, issue and deliver the Note to the Lender, which Note shall equal DOLLARS AND 00/100 CENTS ($ ) in principal amount. The Note shall be designated as "City of Miami, Florida, Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 202_ (Port of Miami Tunnel Project)". The text of the Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the terms of the Note. The provisions of the form of the Note are hereby incorporated in this Agreement. 11 010-9072-3022/34/AMERICAS (b) The Note shall be dated the date of its delivery, shall be in the principal amount set forth therein and payable as set forth therein and shall bear interest from its date at the Fixed Rate subject to adjustment as provided in herein and in the Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Agreement. (c) Interest on the Note shall be payable semi-annually on each Interest Payment Date. Principal of the Note shall be payable on each Principal Payment Date, in the manner set forth in the Note. Interest on the Note shall be calculated on the basis of twelve 30 - day months over a 360 -day year. In the event a Determination of Taxability shall have occurred, the rate of interest on the Note shall be increased to the Taxable Rate, effective retroactively to the date on which the interest payable on the Note is includable for federal income tax purposes in the gross income of the Noteholder. In addition, the Noteholder or any former Noteholder, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States of America by the Noteholder or former Noteholder as a result of such Determination of Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the City within thirty (30) days following the Determination of Taxability and demand by the Noteholder. In the alternative, in the event that interest on the Note during any period becomes partially taxable as a result of a Determination of Taxability applicable to less than all of the Note, then the interest rate on the Note shall be increased during such period by an amount equal to: (A -B) x C where: (A) "A" equals the Taxable Rate (expressed as a percentage); (B) "B" equals the interest rate on the Note (expressed as a percentage); and (C) "C" equals the portion of the Note the interest on which has become taxable as the result of such tax change (expressed as a decimal). 12 010-9072-3022/34/AMERICAS In addition, the Noteholder or any former Noteholder, as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the United States by the Noteholder or former Noteholder as a result of such Determination of Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the City within thirty (30) days following the Determination of Taxability and demand by the Noteholder. The Noteholder shall promptly give notice in writing to the City of any adjustments of the Fixed Rate to the Taxable Rate. The Lender shall certify to the City in writing the additional amount, if any due to the Lender as a result of such adjustment pursuant hereto. The City shall pay such additional amount within thirty (30) days after the date such written notice is delivered to the City. Notwithstanding any provision to the contrary, in no event shall the interest rate on the Note exceed the maximum rate permitted by law. If the amount of interest payable for any period in accordance with the terms hereof or the Note exceeds the maximum rate permitted by law, then interest shall accrue at the maximum rate permitted by law and any interest that would have been due and payable for any period but for the limitation of the maximum rate permitted by law shall constitute an "excess interest amount" and if there is any accrued and unpaid excess interest is payable shall bear interest at the maximum rate permitted by law until payment to the Noteholder of the entire excess interest amount. (d) All payments of principal of and interest on the Note shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Lender (i) in immediately available funds, (ii) by delivering to the Lender no later than payment date a check drawn on an account at any bank that is a member of the Federal Reserve System, or (iii) in such other manner as the City and the Lender shall agree upon in writing. (e) There will be no Lender fees to maintain the Loan and the Note as provided in this Agreement. The Lender shall pay for all of its costs relating to servicing the Loan and the Note. The City agrees to pay the legal fees and costs of counsel to the Lender (not exceeding $5,000) and the legal fees and costs of Note Counsel. Section 3.02. Registration; Assignment and Transfer. (a) The City shall keep at the office of the Finance Director in the City's records the registration of the Note and the registration of transfers of the Note as provided in this Agreement. The transfer of the Note may be registered only upon the books kept for the registration of the Note and registration of transfer thereof upon surrender thereof to the City together with an assignment duly executed by the Lender or its attorney or legal representative in the form of the assignment set forth on the form of the Note attached as Exhibit A to this Agreement; provided, however, the Note may be transferred only in whole and only to any transferee which constitutes an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended (the "Securities Act") or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act. In the case of any such registration of transfer, upon receipt of a certificate of the transferee that such transferee constitutes an "accredited 13 010-9072-3022/34/AMERICAS investor" or a "qualified institutional buyer" under the Securities Act (the "Transferee Certificate"), the City shall execute and deliver in exchange for the Note a new Note registered in the name of the transferee. In all cases in which the Note shall be transferred hereunder, the City shall execute and deliver at the earliest practicable time a new Note in accordance with the provisions of this Agreement. The City may make a charge for every such registration of transfer of a Note sufficient to reimburse it for any tax or other governmental charges required to be paid to an entity other than the City with respect to such registration of transfer, but no other charge shall be made for registering the transfer hereinabove granted. The Note shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. (b) The registration of transfer of the Note on the registration books of the City shall be deemed to effect a transfer of the rights and obligations of the Lender under this Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Lender under this Agreement and shall be bound by all provisions of this Agreement that are binding upon the Lender. Upon receipt of the Transferee Certificate, the City and the transferor shall execute and record such instruments and take such other actions as the City and such transferee may reasonably request in order to confirm that such transferee has succeeded to the capacity of Lender under this Agreement and the Note. (c) The registered owner of the Note is hereby granted power to transfer absolute title of all or a portion thereof by assignment thereof to a bona fide purchaser for value (present or antecedent) or to an affiliate of the Noteholder without notice of prior defenses or equities or claims of ownership enforceable against such owner's assignor or any person in the chain of title and before the maturity of the Note. (d) Every prior registered owner of the Note shall be deemed to have waived and renounced all of such owner's equities or rights therein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights represented thereby. (e) In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the City, and in the case of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to it. Section 3.03. Optional Prepayment. The City may prepay and redeem the Note as a whole or in part, at any time or from time to time, by paying to the Noteholder the Prepayment Price for the principal amount of the Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment; provided, however, that each such prepayment of the Note shall be in the amount of $1,000 or integral multiples thereof. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the Noteholder not less than five (5) days prior thereto specifying 14 010-9072-3022/34/AMERICAS the principal amount of the Note to be prepaid and the date of such prepayment. Each prepayment of the Note shall be deemed to apply to those principal installments with the latest maturities on the Note, in inverse order, unless specified otherwise by the Lender. Notice having been given as aforesaid, the portion of the outstanding balance of the principal amount of the Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal interest and Prepayment Price then due and payable shall be paid (a) in case the entire unpaid balance of the principal of the Note is to be prepaid, upon presentation and surrender of the Note at the office of the City on the date specified for prepayment, and (b) in case only part of the unpaid balance of principal of the Note is to be paid, upon presentation of the Note at the office of the City for notation thereon of the amount of principal and interest on the Note then paid. If on the prepayment date moneys for the payment of the principal amount to be prepaid on the Note, together with interest to the prepayment date on such principal amount, shall have been paid to the Noteholder as above provided and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after the prepayment date interest on such principal amount of the Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of the Note shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. Section 3.04. Note Fund. (a) The City shall establish a "Note Fund — Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 202_ (Port of Miami Tunnel Project)" (the "Note Fund") and therein a principal account (the "Principal Account") and an interest account (the "Interest Account"). (b) Commencing on 25, 202, and continuing thereafter so long as the Note is outstanding, the City shall deposit to the credit of the Interest Account of the Note Fund on or before the twenty-fifth day of each February and August, from Pledged Funds, amounts which, together funds on deposit therein, will be sufficient to pay the interest payable on the Notes on the immediately succeeding Interest Payment Date. (c) Commencing on February 25, 202, and continuing thereafter so long as the Note is outstanding, after deposit to the Interest Account pursuant to paragraph (a) above, the City shall deposit to the credit of the Principal Account of the Note Fund on or before the twenty-fifth day of each February, from Pledged Funds, amounts which, together funds on deposit therein, will be sufficient to pay the principal payable on the Notes on the immediately succeeding Principal Payment Date. Moneys on deposit in the accounts of the Note Fund shall be used solely for the payment of the principal, Prepayment Price, if any, and interest on the Notes. The amounts required to be accounted for in accounts of the Note Fund may be deposited in a single bank account with other funds of the City, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein and such investments for the purposes of 15 010-9072-3022/34/AMERICAS the Note Fund, as herein provided, including, but not limited to, demonstrating compliance with the rebate requirements of the IRS Code. (d) On each Interest Payment Date and each Principal Payment Date, the City shall transfer from the applicable account of the Note Fund to the Noteholder sufficient moneys to pay interest and principal then due and payable on such Interest Payment Date or Principal Payment Date with respect to the Note. (e) All funds or other property which at any time may be owned or held in the possession of or deposited with the City or an Authorized Depository designated by the City for application in accordance with the terms and provisions of this Agreement shall be held in trust and applied only in accordance with the provisions of this Agreement. (f) Moneys held for the credit of the Note Fund may be invested by the City in Authorized Investments. Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the City, that the moneys held for the credit of the Note Fund will be needed to pay principal or interest on the Note when due. ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note. (a) The Lender shall not be obligated to make any loan under this Agreement unless at or prior to the date of issuance of the Note the City delivers to the Lender the following items in form and substance acceptable to the Lender: (i) a certificate of the Finance Director, dated as of the date of issuance of the Note, to the effect that the representations and warranties of the City contained in Section 2.01 hereof are true and correct as of such date and that there is currently no Event of Default or event that with notice or lapse of time or both would become an Event of Default hereunder; (ii) a fully executed Tax Certificate relating to the Note; (iii) a copy of a completed and executed Form 8038-G relating to the Note to be filed with the Internal Revenue Service; (iv) an opinion of Note Counsel in substantially the form attached as Exhibit F to the Forward Delivery and Direct Purchase Agreement. (v) a certificate of the Finance Director, dated the date of issuance of the Note, to the effect that the interest rate on the Note is in compliance with the 16 010-9072-3022/34/AMERICAS applicable maximum interest rate provisions contained in Section 215.84, Florida Statutes, as amended; (vi) the fully executed Note; (vii) an opinion of counsel to the City in substantially the form attached as Exhibit E to the Forward Delivery and Direct Purchase Agreement; and (viii) such additional certificates, instruments and other documents as the Lender, or its counsel or Note Counsel, or counsel to the City, may deem necessary or appropriate. (b) The City shall have received the fully executed Lender's Certificate and Disclosure Letter containing the information required by Section 218.385, Florida Statutes, in form and substance satisfactory to the City and Note Counsel. Section 4.02. Application of Note Proceeds. The proceeds of the Note shall be applied simultaneously with the delivery of the Note to the Lender as provided in written instructions to be delivered by the City in connection with the issuance of the Note. ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default. An "Event of Default" shall be deemed to have occurred under this Agreement if- (a) f (a) The City shall fail to make payment of principal or interest then due on the Note; or (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed by it under this Agreement or the Resolution other than as referred to in clause (a) of this Section, for a period of forty-five (45) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Noteholder; provided, however, that if, in the reasonable judgment of the Noteholder, the City shall proceed to take such curative action which, if begun and prosecuted with due diligence, cannot be completed within a period of forty-five (45) days, then such period shall be increased to such extent as shall be necessary to enable the City to diligently complete such curative action; or (c) 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 17 010-9072-3022/34/AMERICAS 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; or (d) Any representation or warranty made by the City in connection with the transactions contemplated hereunder proves to be untrue in any material respect as of the date made or deemed made; or (e) Default shall occur in the payment of the principal of or interest on any obligation of the City for borrowed money payable from Non -Ad Valorem Revenues, as and when the same shall become due, which results in the acceleration of such indebtedness, unless the City shall be contesting its liability therefor in good faith; or (f) Non -appealable judgments in an amount in the aggregate in excess of $5,000,000 shall be entered or filed against the City and remain unvacated, unpaid, unbonded or unstayed for a period of seventy-five (75) days. Section 5.02. Remedies. If any such Event of Default shall have occurred, the Lender may seek enforcement of all remedies available to it under law or in equity, and may proceed to protect and enforce its rights under the laws of the State or under this Agreement and the Note by such suits, actions or special proceedings (including mandamus) 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. If an Event of Default shall have occurred and be continuous, the Lender may not declare the Note to be immediately due and payable. Upon the occurrence and continuation of an Event of Default interest on the Note shall automatically bear interest at the Default Rate. The Lender shall be entitled to its reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its rights under this Agreement after an Event of Default. 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. 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. 010-9072-3022/34/AMERICAS The Lender may waive any default but no such waiver shall be effective unless in writing from a duly authorized officer of the Lender 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. ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement. This Agreement shall not be amended, changed or modified except by written instrument executed by the Lender and the City. Section 6.02. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 6.03. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 6.04. Term of Agreement. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Note is outstanding. Section 6.05. Assignment. The Lender acknowledges and agrees that it is treating the transactions contemplated hereunder as loan transactions and not as the sale and purchase of securities. The Lender further acknowledges and agrees that it presently intends to hold the Note through its final maturity date; provided, however, the Lender may assign the Note in whole or in part in accordance with Section 3.02 hereof. Section 6.06. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to 19 010-9072-3022/34/AMERICAS the City, City of Miami, 444 S.W. 2nd Avenue, Miami, €Florida 33130, Attention_ Finance Director, and to the Lender, c/o rr ender [n ddr-ess]JPMorgan Chase Bank, N.A., 450 S. Orange Avenue, 10th Floor, Orlando, Florida 32801, Attention: or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Section 6.07. Applicable Law. The substantive laws of the State shall govern this Agreement. Section 6.08. Jury Waiver. IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE NOTE, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOW SO EVER ARISING BETWEEN THE CITY AND THE PURCHASER, THE CITY AND THE PURCHASER HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees. In the event that any action, suit or other proceeding is brought with respect to, in connection with or arising out of this Agreement or the Note, or any instrument delivered pursuant to this Agreement or the validity, protection, interpretation, collection or enforcement thereof, to the extent permitted by law, the City and the Lender hereby (i) irrevocably consent to the exercise of jurisdiction by the United States District Court, South District of Florida and by the Circuit Court, Miami -Dade County, Florida, and (ii) irrevocably waive any objection it might now or hereafter have or assert to the venue of any such proceeding in any court described in clause (i) above. In connection with any such action, suit or proceeding, the City and the Lender shall each be responsible for paying their respective attorneys' fees and expenses, except as otherwise required by applicable law. Section 6.10. Public Records Laws. Regarding the provisions of § 119.0701, Florida Statutes, as amended, the City and the Lender acknowledge and agree that this Agreement and the Note are public contracts and that each of the City and the Lender must comply with the Florida public records laws, specifically by: (a) Keeping and maintaining public records that ordinarily and necessarily would be required by public agencies in order to perform the services in relation to this Agreement and the Note; and 20 010-9072-3022/34/AM E RICAS (b) Providing the public with access to public records on the same terms and conditions that public agencies would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; and (c) Ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (d) Meeting all requirements for retaining public records and transfer, at no cost, to the City as a public agency all public records requested by the City and in possession of the Bank upon termination of this Agreement and final payment of the Note, and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided by the Lender to the City as a public agency in a format that is compatible with the information technology systems of the City as a public agency. Additionally, should the City receive any public records request that requires the City to obtain such records from the Lender, the City shall forward such public records request to the Lender in writing and the City and the Lender shall work together expeditiously to comply. Should the Lender believe that any public records request is subject to an exemption for the Lender under the Florida Public Records laws, then the Lender shall have the ability, at no cost, expense or liability to the City, to proceed in the Florida court system to establish such exemption for the Lender to the public records request in question. Section 6.11. Noteholder Representative. The Lender may appoint a representative or agent, by giving signed, written notice of such appointment to the City, to act on behalf of such Lender to give any consents, authorizations, or approvals; exercise any rights; or take any other action as may be taken by the Lender under this Agreement on such terms and conditions as such Lender may deem advisable (the "Noteholder Representative"). Upon such appointment, the City shall accept the consent, authorization, or direction of such Noteholder Representative to the extent specified in such notice, as it would accept such action from such Lender. As of the date of execution and delivery of this Agreement, the initial Noteholder Representative shall be the Lender, and such Noteholder Representative have all the rights to consent, authorize or direct any action that the Lender may do under this Agreement until further notification from the Lender in accordance with this Section. Such Noteholder Representative shall be the sole representative of such Lender with respect to all matters specifically listed in such notice for which such Lender is authorized to act under this Agreement, until a signed, written notice of the removal of the Noteholder Representative shall be delivered to the City by the Lender. The Noteholder Representative may resign at any time by delivering written notice thereof to the City. Any notice of removal or resignation meeting the foregoing requirements shall be effective immediately upon receipt thereof by the City. 21 010-9072-3022/34/AMERICAS Section 6.12. Incorporation by Reference. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement. [The remainder of this page is intentionally left blank; signature page follows.] 22 010-9072-3022/34/AMERICAS IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (OFFICIAL SEAL) ATTESTED AND COUNTERSIGNED , City Clerk 010-9072-3022/34/AMERICAS CITY OF NHANH, FLORIDA City Manager Approved as to Form and Correctness: , City Attorney Approved as to Insurance Requirements of the City: Management [Signature Page to Loan Agreement] S-1 Director of Risk JPMORGAN CHASE BANK, N.A. 010-9072-3022/34/AMERICAS `I [Signature Page to Loan Agreement] S-2 , Authorized Officer Exhibit A Form of Note EACH HOLDER OF THIS NOTE SHALL, PRIOR TO ACQUIRING ALL OR ANY PART OF THIS NOTE, SHALL CERTIFY TO THE CITY THAT IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D OF THE SECURITIES ACT AND DELIVER AN INVESTOR LETTER TO THE CITY IN THE FORM PROVIDED BY THE CITY. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING NOTE, SERIES 202_ (PORT OF MIAMI TUNNEL PROJECT) Principal Sum Interest Rate Date of Issuance Maturity Date $ %* , 20 March 1, 2030 The CITY OF MIAMI (the "City"), a municipality created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay, solely from the Pledged Funds described herein, to the order of [T E'"�4JPMORGAN CHASE BANK, N.A., as the registered owner of this Note or its successors or assigns (herein the "Noteholder"), the Principal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between the City and [T E:'_ rJPMORGAN CHASE BANK, N.A., dated as of , 20 (the "Agreement"), and to pay interest on the outstanding balance of such Principal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate per annum specified above (the "Fixed Rate," subject to adjustment as hereinafter provided) on March 1 and September 1 of each year, commencing 1, 202, until such Principal Sum shall have been paid, mailed by draft or check to the Noteholder as it appears on the books of the Finance Director of the City, as note registrar (the "Note Registrar"), at the close of business on the fifteen (15th) day (whether or not a business day) before such payment is due or as otherwise provided in writing. The Principal Sum hereof shall be payable annual installment payments on the dates and in the amounts as follows: Principal Payment Date Amount * Subject to adjustment as provided in the Agreement. A-1 010-9072-3022/,34/AMERICAS Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note (the "Note") is authorized to be issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly the Charter of the City, Chapter 166, Part II, Florida Statutes, to the extent not inconsistent with and repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami and Resolution No. R-20- duly adopted by the City on itiffe 24July 9, 2020 (the "Resolution"), and is subject to all terms and conditions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. This Note is being issued to (i) prepay, on a current basis, all of its outstanding City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project) and (ii) pay related closing costs. This Note is payable from and secured solely from certain Non -Ad Valorem Revenues budgeted and appropriated for such payment and deposited into the Note Fund created under the Agreement, all in the manner provided in, and subject in all respects to the terms and conditions of, the Resolution and the Agreement. This Note shall not constitute a general obligation or indebtedness of the City within the meaning of any constitutional or statutory provision or limitation, but shall be a limited obligation of the City payable solely from the Non -Ad Valorem Revenues budgeted and appropriated therefor, as provided in the Agreement. The Noteholder shall never have the right to compel the levy of taxes upon any property of or in the City for the payment of the principal of and interest on this Note or to continue or maintain activities or services which generate Non -Ad Valorem Revenues. Reference is made to the Agreement for the provisions relating to the security for payment of this Note and the duties and obligations of the City hereunder. This Note is a special limited obligation of the City payable solely from amounts on deposit in the Note Fund and any other funds and accounts created pursuant to the Agreement and herein pledged to secure the Note (with the exception of any Rebate Fund). "Pledged Funds" means (1) legally available Non -Ad Valorem Revenues deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by the Resolution and the Agreement, and (2) income received from the investment of moneys deposited into the funds and accounts established by the Resolution and the Agreement. Reference is made to the Agreement for the provisions, among others, relating to the terms, lien and security for the Note, the custody and application of the proceeds of the Note, the rights and remedies of the holders of the Note, and the extent of and limitations on the City's A-2 010-9072-3022/,34/AMERICAS rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. This Note shall bear interest from its Date of Issuance at the Interest Rate per annum specified above on the basis of twelve 30 -day months over a 360 -day year. The Fixed Rate specified above is subject to adjustment to the Taxable Rate in the event of a Determination of Taxability, all as provided in Section 3.01(c) of the Agreement. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. In the event the principal of this Note is prepaid in accordance with the provisions hereof or of the Agreement, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of (a) the maximum rate of interest allowed by Florida law on obligations of the same type, or (b) the nonusurious interest allowed by the laws of the State of Florida or the United States, to the extent applicable, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as of the date of such acceleration, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but such crediting shall not cure or waive any default under this Agreement. All payments made by the City hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. The City may prepay this Note as a whole or in part, at any time or from time to time, by paying to the Noteholder an amount equal to the Prepayment Price for the outstanding amount of the Principal Sum of the Note to be prepaid and the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, as more particularly set forth in the Agreement; provided, however, that such each such prepayment of the Note shall be in the amount of $1,000 or integral multiples thereof. Each prepayment of this Note shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the Noteholder not less than five (5) days prior thereto. Each prepayment of the Note shall be deemed to apply to those principal installments with the latest maturities on the Note, in inverse order, unless specified otherwise by the Noteholder. Notice having been given as aforesaid, the portion of the outstanding balance of the Principal Sum of this Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid (a) in case the entire unpaid balance of the principal of this Note is to be paid, upon presentation and surrender of this Note at the office of the City, and (b) in case only part of the unpaid balance of principal of this Note is to be paid, upon presentation of this Note at the office of the City for notation thereon of the amount of principal and interest on this Note then paid. If on the prepayment date moneys for the payment of the principal amount to be prepaid on this Note, together with interest to the prepayment date on such principal amount, shall have been paid to the Noteholder as above provided and if notice of A-3 010-9072-3022/,34/AMERICAS prepayment shall have been given to the Noteholder as above provided, then from and after the prepayment date interest on such principal amount of this Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of this Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Agreement. Upon the occurrence of an Event of Default relating to this Note, the Noteholder shall have such remedies as described in the Agreement. Upon the occurrence and during the continuation of an Event of Default, this Note shall bear interest at the lesser of the Default Rate (as defined in the Agreement) or the maximum rate permitted by law until all amounts then due under this Note are paid in full. The City hereby waives demand, protest and notice of dishonor. No obligation under the Agreement or this Note shall be or be deemed to be an obligation of any member of the City Commission or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing the Agreement or this Note shall be liable personally thereon or hereon by reason thereof. It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note, together with all other obligations of the City under the Agreement, does not exceed or violate any constitutional or statutory limitation. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] 010-9072-3022/,34/AMERICAS IN WITNESS WHEREOF, the City of Miami, Florida, caused this Note to be signed by the manual signature of its Mayor and its City Manager and its official seal to be affixed hereto or imprinted or reproduced hereon, and attested and countersigned by the manual signature of its City Clerk, and this Note to be dated the Date of Issuance set forth above. (OFFICIAL SEAL) ATTESTED AND COUNTERSIGNED City Clerk 010-9072-3022/,34/AMERICAS A-5 CITY OF NHANH, FLORIDA City Manager Approved as to Form and Correctness: , City Attorney Approved as to Insurance Requirements of the City: Management Director of Risk CERTIFICATE OF AUTHENTICATION This Note is a Note designated in and executed under the provisions of the within mentioned Agreement. Date of Authentication: .202 City of Miami, Florida, Finance Director, as Note Registrar By: Name: Wo 010-9072-3022/,34/AMERICAS Exhibit B Composite Certificates CERTIFICATE OF DIRECTOR OF FINANCE REQUIRED BY SECTION 4.01(a)(i) and (v) OF THE LOAN AGREEMENT The undersigned Director of Finance of the City of Miami, Florida (the "City") hereby certifies, that, to the best of her knowledge and belief, after due inquiry: (a) the representations, warranties, covenants and agreements of the City contained in the Loan Agreement dated as , 202_ by and between the City and [beodef+JPMorgan Chase Bank, N.A., a national banking association (the "Loan Agreement") are true and correct in all material respects on and as of this date as if made on this date; (b) there is currently no Event of Default or event that with notice or lapse of time or both would become an Event of Default under the Loan Agreement; and (c) the average net interest cost rate on the Note (as defined in the Loan Agreement) is in compliance with the applicable interest rate provisions in Section 215.84, Florida Statutes, as amended. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the City as of the day of 7202. LIM 010-9072-3022/,34/AMERICAS THE CITY OF MIAMI, FLORIDA Finance Director City of Miami, Florida DRAFT CITY OF MIAMI, FLORIDA and UMB BANK. N.A. as Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS, SERIES 2012 (PORT OF MIAMI TUNNEL PROJECT) DATED AS OF —12020 010-9072-7740/2/AM ERICAS ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (this "Agreement") made and entered into as of 2020, by and between the CITY OF MIAMI, FLORIDA (the "City") and ,UMB Bank_ N.A. as escrow agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the City has heretofore issued its $44,725,000 original aggregate principal amount City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project), dated as of December 12, 2012, $33,165,000 of which is presently outstanding (the "Series 2012 Bonds") all pursuant to Resolution No. R-12- 0455 adopted by the City Commission of the City on November 19, 2012 (the "Series 2012 Bond Resolution"), with respect to the Series 2012 Bonds; and WHEREAS, the City desires to refund and defease the Series 2012 Bonds (the "Refunded Bonds"), as more particularly described in Schedule A attached hereto and made a part hereof, and WHEREAS, the City has issued its $ aggregate principal amount City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project) (the "Note"), pursuant to the provisions of Resolution No. R-20- adopted by the Commission on June-,15Ju�, 2020 and a Loan Agreement dated as of , 2020 (the "Loan Agreement") between the City and JPMorgan Chase Bank, N.A. (with its successors and assigns, the "Purchaser"), a portion of the proceeds of which Note is to be deposited with the Escrow Agent to provide with investment earnings thereon, the refunding and defeasance of the Refunded Bonds; and WHEREAS, a portion of the proceeds derived from the sale of the Note will be applied to the purchase of Government Obligations (as such term is hereinafter defined), which will mature and produce investment income and earnings at such time and in such amount as will be sufficient, together with certain moneys remaining uninvested, to pay when due or upon the redemption thereof, the principal of and interest on the Refunded Bonds as more specifically set forth herein; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited hereunder, it is necessary for the City to enter into this Agreement with the Escrow Agent; NOW, THEREFORE, the parties hereto, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of and interest on all of the Refunded Bonds according to their tenor and effect, does hereby agree as follows: 010-9072-7740/2/AM ERICAS 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, all and singular the property hereinafter described, to wit: DIVISION I All right, title and interest in and to (i) $ in moneys deposited directly with the Escrow Agent and derived from the proceeds of the Note upon issuance and delivery of the Note and execution of and delivery of this Agreement (the "Note Proceeds") and (ii) $ in moneys derived from the [debt service account], established for and allocable to the Refunded Bonds (the "Other Moneys"). DIVISION II All right, title and interest in and to the Government Obligations described in Schedule B attached hereto and made a part hereof, together with the income and earnings thereon. DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the City, or by anyone on behalf of the City to the Escrow Agent for the benefit of the Refunded Bonds. DIVISION IV All property which is by the express provisions of this Agreement required to be subject to the pledge hereof and any additional property that may, from time to time hereafter, by delivery or by writing of any kind, by the City, or by anyone in its behalf, be subject to the pledge hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional property which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever in trust, however, for the sole benefit and security of the holders from time to time of the Refunded Bonds, but if the principal of and interest on all of the Refunded Bonds shall be fully and promptly paid when due, in accordance with the terms thereof and hereof, then this Agreement shall be and become void and of no further force and effect except as otherwise provided herein; otherwise the same shall remain in full force and effect, and upon the trusts and subject to the covenants and conditions hereinafter set forth. 4 01ZZT79TfAY AWX9LCRICAS ARTICLE II DEFINITIONS Section 2.01. Definitions. In addition to words and terms elsewhere defined 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. "Government Obligations" shall have the meaning assigned to such term in the Series 2012 Bond Resolution. "Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and interests described or referred to under Divisions I, II, III and IV in Article I above. 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 FUND; FLOW OF FUNDS Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated "City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund") to be held by the Escrow Agent for the sole benefit of the holders of the Refunded 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 herewith causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys for deposit in the Escrow Deposit Trust Fund in the amount of $ from Note Proceeds and $ from Other Moneys, all of which, when invested in Government Obligations (other than $ to be held uninvested), will provide moneys sufficient to pay the principal of and interest on the Refunded Bonds, as and when due, as more particularly described in Schedule C attached hereto and made a part hereof. Section 3.02. Payment of Refunded Bonds. The Note Proceeds deposited to the Escrow Deposit Trust Fund will be sufficient to purchase $ aggregate par amount of Government Obligations, with respect to the Refunded Bonds, all as listed in Schedule B attached hereto and made a part hereof, which will mature in principal amounts and earn income at such times so that sufficient moneys will be available to pay as the same are due all principal of and interest on the Refunded Bonds. 3 01ZZT79TfAY AWX9LCRICAS Section 3.03. Irrevocable Trust Created. The deposit of moneys, Government Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and other property hereunder for the sole benefit of the holders of the Refunded Bonds, subject to the provisions of this Agreement. The holders of the Refunded Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and principal of and earnings on the Government Obligations, as applicable, and other property in the Escrow Deposit Trust Fund. The moneys deposited and the matured principal of the Government Obligations and other property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied for the payment of the Refunded Bonds, as more specifically set forth in Schedule C hereto. Section 3.04. Purchase of Government Obligations. (a) The Escrow Agent is hereby directed immediately to purchase the Government Obligations listed in Schedule B from the proceeds of the Note and Other Moneys as described in Sections 3.01 and 3.02 hereof and Schedule B hereto. The Escrow Agent is hereby directed not to invest $ deposited in the Escrow Deposit Trust Fund as described in Section 3.01 hereof. (b) The Escrow Agent shall purchase the Government Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in this Agreement. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund and the Government Obligations purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations held hereunder except as provided in this Agreement. (c) The City covenants to take no action in the investment, reinvestment or security of the Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in contravention of this Agreement might cause the Refunded Bonds to be classified as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code"). Section 3.05. Substitution of Certain Government Obligations. (a) If so directed in writing by the City on the date of delivery of this Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government Obligations listed in Schedule B, Government Obligations (the "Substituted Securities"), the principal of and interest on which, together with any Government Obligations listed in Schedule B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be sufficient to pay all principal of and interest on the Refunded Bonds as set forth in Schedule C hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the Government Obligations listed in Schedule B may be effected only upon compliance with Section 3.05(b)(1) and (2) below. M 01ZZT79TfAY AWX9LCRICAS (b) If so directed in writing by the City at any time during the term of this Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the City, and acquired by the Escrow Agent with the proceeds derived from the sale, transfer, disposition or redemption of or by the exchange of such Government Obligations held in the Escrow Deposit Trust Fund, but only upon the receipt by the Escrow Agent of: (1) an opinion of nationally recognized counsel in the field of law relating to municipal bonds stating that such substitution will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Refunded Bonds and is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Note; and (2) verification by a firm of independent certified public accountants, addressed to the City and the Escrow Agent, stating that the principal of and interest on the substituted Government Obligations, together with any Government Obligations and any uninvested moneys remaining in the Escrow Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining principal of, redemption premium and interest on the Refunded Bonds as set forth in Schedule C hereof. Any moneys resulting from the sale, transfer, disposition or redemption of the Government Obligations held hereunder and the substitution therefor of other Government Obligations not required to be applied for the payment of such principal of and interest on the Refunded Bonds (as shown in the verification report described in Section 3.05(b)(2) hereof delivered in connection with such substitution), shall be applied as provided in Section 3.09 hereof. Upon any such substitution of Government Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to reflect such substitution. The Escrow Agent shall be under no duty to inquire whether the Government Obligations as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The Escrow Agent may rely on all specific directions in this Agreement providing for the investment or reinvestment of the Escrow Deposit Trust Fund. Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the Government Obligations set forth in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent shall pay from such moneys to U.S. Bank National Association in its capacity as paying agent with respect to the Refunded Bonds (together with any successors, the "Refunded Bonds Paying Agent"), no later than the payment dates for the Refunded Bonds, as specified in Schedule C hereof, the amounts necessary to pay the principal of and interest on the Refunded Bonds, as specified in Schedule C hereof. The City hereby irrevocably determines to call the Refunded Bonds for redemption on March 1, 2023 at a redemption price of 100% of the principal amount thereof in accordance with the Series 2012 Bonds Resolution. The City shall, or shall cause the Refunded Bonds Paying Agent to, perform the responsibilities, described in the Series 2012 Bond Resolution, as applicable, in connection with the redemption of such Refunded Bonds, including the giving of notice of redemption as 5 01ZZT79TfAY AWX9LCRICAS required therein. The City shall also file, or cause to be filed, a copy of any such notice of redemption with the Municipal Securities Rulemaking Board (the "MSRB"). Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the written direction of the City, in Government Obligations any moneys remaining from time to time in the Escrow Deposit Trust Fund until such time as they are needed. Such moneys shall be reinvested in such Government Obligations for such periods and at such interest rates, as the Escrow Agent shall be directed to invest by the City, which periods and interest rates shall be set forth in an opinion from nationally recognized counsel in the field of law relating to municipal bonds to the City and to the Escrow Agent, which opinion shall also be to the effect that such reinvestment of such moneys in such Government Obligations for such period and at such interest rates will not, under the statutes and regulations applicable to the Refunded Bonds and the Note, cause the interest on the Refunded Bonds or the Note to be included in gross income for federal income tax purposes and that such investment is not inconsistent with the statutes and regulations applicable to the Refunded Bonds and the Note. Any interest income resulting from reinvestment of moneys pursuant to this Section 3.07 not required to be applied for the payment of the principal of and interest on the Refunded Bonds shall be applied as provided in Section 3.09 hereof. Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit Trust Fund created and established pursuant to this Agreement shall be and constitute a trust fund 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. Section 3.09. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent to the payment of the principal of, redemption premium and interest on the Refunded Bonds provided in Schedule C have been made, all remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund shall be returned to the City to be applied solely to the payment of interest on the Note or any note issued to refund the Note on the next succeeding interest payment date. 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 hereunder except for its own negligence, misconduct 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 and of the principal amount of the Government Obligations and the earnings thereon to pay the Refunded Bonds. So long as the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom to pay the Refunded Bonds as provided herein, and complies fully with the terms of this 01ZZT79TfAY AWX9LCRICAS Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such calculations. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel with respect to any matter relevant to this Agreement, who may or may not be counsel to the City, and be entitled to receive from the City reimbursement of the reasonable fees and expenses of such counsel, and in reliance upon the opinion of such counsel have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the City and the Escrow Agent may in good faith conclusively rely upon such certificate. 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 Fund for the payment of fees or expenses for the services rendered by the Escrow Agent under this Agreement. Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the owner of all or may deal in the Refunded 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 for all services rendered by it hereunder 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 hereby created, and the performance of its powers and duties hereunder, including, without limitation, all advances, counsel fees and other expenses reasonably made or incurred by the Escrow Agent in connection with such services, all as provided in Schedule D hereto. 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 Refunded Bonds and shall not be repealed, revoked, altered or amended without the written consent of all such holders of the Refunded 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 Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Escrow Agent. 7 01ZZT79TfAY AWX9LCRICAS 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. 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 herein contained 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 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 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 Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Attention: Finance Director (b) As to the Escrow Agent - UMB Bank. N.A. 5555 San Feline St._ Suite 870 Houston, Texas 77056 Attention: Corporation Trust Services Any party hereto may, by notice sent to the other parties hereto, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Termination. 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. 01ZZT79TfAY AWX9LCRICAS Section 5.06. 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 5.07. Notices of Defeasance and Redemption. The Director of Finance is hereby instructed to mail, or cause the Escrow Agent or the Refunded Bonds Paying Agent to mail, to the holders (as defined in the Series 2012 Bond Resolution) of the Refunded Bonds, by first class mail, postage prepaid, as soon as practicable, and to file with the MSRB, as soon as practicable, notice of the defeasance of Refunded Bonds, substantially in the form attached hereto as Schedule E. The Director of Finance is hereby instructed to mail, or cause the Refunded Bonds Paying Agent to mail, a notice of redemption of the Refunded Bonds, all in accordance with the provisions of the Series 2012 Bond Resolution in substantially the form attached hereto as Schedule F, to the holders thereof and at least thirty (30) days prior to the date specified herein for the redemption of the Refunded Bonds. Section 5.08. Governing Law. This Agreement shall be governed by the laws of the State of Florida. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] 9 OIZZT79-BM5/pWX9LCRICAS IN WITNESS WHEREOF, each of the parties hereto 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 hereunto affixed and attested as of the date first above written. (SEAL) Attest: Todd Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez, City Attorney N.A. 010-9072-7740/2/AM ERICAS CITY OF MIAMI, FLORIDA an Arthur Noriega, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Risk Management Director as Escrow Agent LE ,UMB BANK Shazia Flores Vice President [Signature Page to Escrow Deposit Agreement] SCHEDULE A REFUNDED BONDS Maturity Principal Interest Initial March 1 Amount Rate CUSIP No. 2030 $24,855,000.00* 5.000% 593490KY0 * Represents the Amortization Requirements due March 1, 2024 through and including March 1, 2030. IME SCHEDULE B INVESTMENT OF NOTE PROCEEDS AND OTHER MONEYS WITH RESPECT TO REFUNDED BONDS SCHEDULE C SCHEDULE OF PAYMENTS ON REFUNDED BONDS C-1 SCHEDULE D ESCROW AGENT FEES AND EXPENSES (i) In consideration of the services to be rendered by the Escrow Agent under the Agreement, the City upon execution hereof agrees to pay the Escrow Agent a one-time fee of $ to be paid at closing for all services to be incurred as Escrow Agent in connection with such services, plus agrees to pay as incurred reimbursement at cost for ordinary out-of-pocket expenses. The term "ordinary out-of-pocket expenses" means expenses of holding, investing and disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not limited to publication costs, postage and legal fees as incurred. The City shall also reimburse the Escrow Agent for any extraordinary expenses incurred by it in connection herewith. The term "extraordinary expenses" includes (a) expenses arising out of the assertion of any third party to any interest in the Escrow Deposit Trust Fund or any challenge to the validity hereof, including reasonable attorneys' fees, (b) expenses relating to any reinvestment under Section 3.07 or substitution under Section 3.05 hereof, and (c) expenses (other than ordinary expenses) not occasioned by the Escrow Agent's misconduct or negligence. The fees and expenses payable by the City under clause (i) or (ii) above shall not be paid from the Escrow Deposit Trust Fund, but shall be paid by the City from legally available funds of the City. D-1 SCHEDULE E NOTICE OF DEFEASANCE City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) Dated: December 13, 2012 Maturity Principal Interest Initial March 1 Amount Rate CUSIP No. 2030 $24,855,000.00* 5.000% 593490KYO * Represents the Amortization Requirements due March 1, 2024 through and including March 1, 2030. NOTICE IS HEREBY GIVEN t at monies have b deposited with ,UMB Bank, N.A.. as Escrow Agent, for the payment of the principal of, redemption premium and interest on the outstanding City of Miami, Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) identified above (the "Bonds"), and such monies, except to the extent maintained in cash, have been invested in direct obligations of the United States of America. U.S. Bank National Association, as the Paying Agent for the Bonds has been irrevocably instructed to call the Bonds for redemption on March 1, 2023 at a redemption price of 100% of the principal amount thereof, plus accrued interest to the date of redemption. The amount so deposited as aforesaid has been calculated to be adequate to pay, when due, the principal of, redemption premium and interest on the Bonds to and including their redemption date described above. The Bonds are therefore deemed not to be "Outstanding" within the meaning of the resolution authorizing the Bonds. '1%, CITY OF MIAMI, FLORIDA IV Dated: 12020 "W" ') * No representation is made as to the correctness of these Bonds or contained in this Notice. E-1 CUSIP numbers either as printed on the SCHEDULE F NOTICE OF REDEMPTION City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) Dated: December 13, 2012 NOTICE IS HEREBY GIVEN pursuant to the terms of Resolution No. R-12-0455 adopted by the City Commission of the City of Miami, Florida on November 19, 2012 (the "Resolution"), that the above referenced bonds, more particularly described below (the "Bonds"), are being called for redemption on March 1, 2023 (the "Redemption Date") described below at the redemption price equal to the principal amount of the Bonds to be redeemed plus accrued interest to such Redemption Date (the "Redemption Price"). The Bonds to be redeemed constitute all of the outstanding Bonds described below. All terms not otherwise defined herein shall have the meaning ascribed to such terms in the Resolution. Maturity Principal Interest Initial March 1 Amount Rate CUSIP No. 2030 $24,855,000.00* 5.000% 593490KYO * Represents the Amortization Requirements due March 1, 2024 through and including March 1, 2030. FURTHER NOTICE IS HEREBY GIVEN that monies have been deposited with ,UMB Bank. N.A. as Escrow Agent, for the payment of the principal of and interest on the Bonds to be redeemed and the amount of such monies has been calculated to be adequate to pay, when due, the principal of and interest on the Bonds to be redeemed to and including their redemption date described above. The Bonds to be redeemed are therefore deemed not to be "Outstanding" within the meaning of the Resolution. On the Redemption Date, as provided above, the Bonds to be redeemed on such Redemption Date shall cease to bear interest. The Redemption Price will be paid only upon presentation and surrender of the Bonds in the following manner. F-1 Bonds should be submitted to the paying agent and bond registrar at the following address: Important: The provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act') require Bondholders to submit their Taxpayer Identification Number (either their social security or employer identification number, as appropriate) with each Bond presented for payment (whether by purchase or redemption). Failure to comply will subject the payment of the principal portion to the withholding of twenty-eight percent (28%) of such principal portion. To avoid being subject to such withholding, Bondholders should submit an IRS Form W-9 at the time the Bonds are presented for payment. Form W-9 is available from your local bank or broker. *The paying agent and bond registrar shall not be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the Notice of Redemption. Such CUSIP numbers are included solely for the convenience of the Bondholders. ® By: U.S. BANK NATIONAL ASSOCIATION, Dated F-2 as Paying Agent and Bond Registrar v DRAFT LOAN AGREEMENT between CITY OF MIAMI, FLORIDA and JPMORGAN CHASE BANK, N.A. Dated as of , 2020 Relating to: CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING NOTE, TAXABLE SERIES 2020 (PORT OF MIAMI TUNNEL PROJECT) (which refunds a portion of the outstanding City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project)) 010-9078-5394/2/AM ERICAS TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS Section1.01. Definitions.............................................................................................................. 2 Section1.02. Interpretation.......................................................................................................... 6 Section 1.03. Titles and Headings................................................................................................ 6 Section 1.04. Incorporation of Whereas Clauses....................................................................... � ARTICLE III DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.01. Description and Payment Terms of the Note ....................................................... 10 Section 3.02. Registration; Assignment and Transfer........................................................... 4-211 Section 3.03. Optional Prepayment....................................................................................... 4312 Section3.04. Note Fund............................................................................................................. 13 ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note................................................................................................... 14 Section 4.02. Application of Note Proceeds.............................................................................. 15 ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default............................................................................................. 46-15 Section5.02. Remedies.......................................................................................................... 416 ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement ............................ 416 Section 6.02. Counterparts..................................................................................................... 4-7-16 Section6.03. Severability...................................................................................................... 417 -i- 010-9078-5394/2/AM ERICAS ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS Section 2.01. Representations by the City................................................................................. .76 Section 2.02. General Representations, Warranties and Covenants of the Lender .................... 8.7 Section2.03. Making of Loan...................................................................................................... 8 Section2.04. Reserved................................................................................................................. 8 Section 2.05. Security for Note; Note not Debt of the Issuer ...................................................... 8 Section 2.06. Payment Covenant............................................................................................. 409 Section 2.07. Additional Covenants......................................................................................... 489 Section 2.08. Additional Debt.................................................................................................. 409 ARTICLE III DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.01. Description and Payment Terms of the Note ....................................................... 10 Section 3.02. Registration; Assignment and Transfer........................................................... 4-211 Section 3.03. Optional Prepayment....................................................................................... 4312 Section3.04. Note Fund............................................................................................................. 13 ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note................................................................................................... 14 Section 4.02. Application of Note Proceeds.............................................................................. 15 ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default............................................................................................. 46-15 Section5.02. Remedies.......................................................................................................... 416 ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement ............................ 416 Section 6.02. Counterparts..................................................................................................... 4-7-16 Section6.03. Severability...................................................................................................... 417 -i- 010-9078-5394/2/AM ERICAS TABLE OF CONTENTS (continued) Page Section 6.04. Term of Agreement.......................................................................................... 4.8-17 Section 6.05. Assignment...................................................................................................... 4-8-17 Section6.06. Notices............................................................................................................. 4-8-17 Section 6.07. Applicable Law................................................................................................ 417 Section6.08. Jury Waiver...................................................................................................... 417 Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees ............................................. 4-318 Section 6.10. Public Records Laws........................................................................................ 4318 Section 6.11. Noteholder Representative............................................................................... 2419 Section 6.12. Incorporation by Reference.............................._....._......................................... 2819 Exhibit A — Form of Note Exhibit B — Composite Certificates Exhibit C — Lender's Letter 010-9078-5394/2/AM ERICAS LOAN AGREEMENT This LOAN AGREEMENT (this "Agreement") is made and entered into as of 2020, between the CITY OF MIAMI, a municipality created and existing under and by virtue of the laws of the State of Florida (the "City"), and [r ],JPMORGAN CHASE BANK, N.A., a national banking association (the "Lender"); WITNESSETH: WHEREAS, the City is authorized pursuant to Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (collectively, the "Act") to, among other things, (a) undertake capital projects in and for the City, (b) borrow money to finance or refinance the cost of such projects as provided in the Act, and (c) pledge the funds of the City for payment of such debts as provided in the Act; and WHEREAS, the City has previously issued its City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) (the "Series 2012 Bonds"); WHEREAS, the City deems it necessary, desirable and in the best interest of the City that the City refund a portion of its outstanding Series 2012 Bonds (such portion being refunded is herein referred to as the "Refunded Bonds"); and WHEREAS, the City's Finance Committee has recommended on ,June 15. 2020 and the City Commission on brie-25Juu , 2020, pursuant to Resolution R-20- , has authorized such refunding of the Refunded Bonds; and WHEREAS, the Lender is willing to make available to the City Dollars 00/100 Cents ($ ) (the "Loan Amount") which the City will use to finance (i) the cost of refunding, on an advance basis, the Refunded Bonds and (ii) related closing costs (collectively, the "Refunding"); and WHEREAS, the Lender is authorized to loan the Loan Amount to the City pursuant to applicable law and the Lender's internal procedures and the City is authorized to borrow the Loan Amount and agree to repay such amount as provided herein. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: 010-9078-5394/2/AM ERICAS ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the meanings specified in this Article 1, unless the context clearly otherwise requires. "Agreement" shall mean this Loan Agreement dated as of 2020, between the City and the Lender and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Annual Debt Service Requirement" means with respect to the Note, for a given Fiscal Year, the sum of: (i) the amount required to pay the interest coming due on the outstanding Note during that Fiscal Year, and (ii) the amount required to pay the principal coming due on the outstanding Note for that Fiscal Year. "Authorized City Officer" for the performance on the behalf of the City of any act of the City or the execution of any document or instrument on behalf of the City shall mean any person authorized by resolution or certificate of the City to perform such act or sign such document or instrument. "Authorized Depository" means (i) with respect to funds held in the accounts under this Agreement, the State Board of Administration of Florida or a bank or trust company in the State which is eligible under the laws of the State to receive funds of the City, or or—(ii) with respect to funds held in the escrow accounts under the Escrow Deposit Agreement, .UMB Bank, N.A. "Authorized Investments" shall mean any of the following which shall be authorized from time to time by applicable laws of the State for deposit or purchase by the City for the investment of its funds: (a) Direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and stripped and zero coupon obligations), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. (b) Bonds, debentures or notes or other evidences of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent the full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority and Government National Mortgage Association. (c) Certificates of deposit properly secured at all times by collateral security described in either or both of paragraphs (a) and (b) of this definition or in the collateral provisions of Chapter 280, Florida Statutes, as amended, and issued by commercial banks, 2 010-9078-5394/2/AM ERICAS savings and loan associations or mutual savings banks chartered by the State or the United States of America, and bank trust receipts issued by commercial banks or trust companies chartered by the State or the United States of America upon any securities described in paragraph (a) of this definition. (d) The following investments fully insured by the Federal Deposit Insurance Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv) depository receipts of a bank, savings and loan association or mutual savings bank. (e) Commercial paper rated in one of the two highest rating categories by at least two nationally recognized rating agencies or commercial paper backed by a letter of credit or line of credit rated in one of the two highest rating categories by Moody's and S&P. (f) Written repurchase agreements with any bank, savings institution or trust company which is insured by the Federal Deposit Insurance Corporation, or with any broker-dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by collateral described in (a) above or obligations of any agency or instrumentality of the United States of America, and provided further that (i) such collateral is held by a bank or trust company chosen by the City which has no interest in the repurchase agreement during the term of such repurchase agreement, (ii) such collateral is not subject to liens or claims of third parties, (iii) such collateral has a market value (determined at least once every 30 days) at least equal to the amount invested in the repurchase agreement, (iv) the entity holding the collateral has a perfected first security interest in the collateral for the benefit of the Noteholder, (v) the agreement shall be for a term not longer than 270 days and (vi) the failure to maintain such collateral at the level required in (iii) above will require the entity holding the collateral to liquidate the collateral. (g) Money market funds rated in the highest rating category by Moody's and S&P. (h) Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Chapter 218, Part IV, Florida Statutes, as amended, or any similar common trust fund which is established pursuant to the law of the State as a legal depository of public moneys. (i) Obligations of state or local government municipal bond issuers that are rated in one of the two highest rating categories by Moody's and S&P. 0) Such other obligations as shall be permitted to be legal investments of the City by the laws of the State and local policy. Rating categories when referred to herein shall be without regard to gradations within such categories, such as "plus" or "minus." "Business Day" or "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions within the State are authorized by law to remain closed. 010-9078-5394/2/AM ERICAS "City" shall mean the City of Miami, Florida. "City Clerk" shall mean the City Clerk of the City and such other person as may be duly authorized to act on his or her behalf. "Default Rate" means the lesser of (x) the Fixed Rate plus 4% per annum or (y) the maximum rate permitted by law. "Escrow Agent" means ,UMB Bank. N.A. the escrow agent of the Refunded Bonds. "Escrow Deposit Agreement" means the Escrow Deposit Agreement dated as of , 2020, between the City and the Escrow Agent, providing, among other things, instructions to the Escrow Agent relating to the refunding of the Refunded Bonds. "Finance Director" means the Finance Director of the City or his or her designee. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Fitch" means Fitch Ratings, Inc. "Fixed Rate" means % per annum. "Future Note" means the Future Note as defined in the Forward Delivery and Direct Purchase Agreement dated , 2020 by and between the City and the Lender. "Interest Payment Date" means March 1 and September 1 of each year, commencing September 1, 2020. "Loan Amount" means Dollars and 00/100 Cents ($ ), which equals the original principal amount of the Note. "Maximum Annual Debt Service" means the greatest Annual Debt Service Requirement due or coming due in the then current or any subsequent Fiscal Year. "Mayor" means the Mayor of the City and such other person as may be duly authorized to act on his or her behalf. "Moody's" means Moody's Investors Service, Inc. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever other than revenues derived from ad valorem taxes imposed on real or personal property, but for purposes of the definition of "Pledged Funds" and Section 2.05 hereof as well as in the Note, only to the extent that such revenues are legally available to pay the principal of and interest on the Note. 4 010-9078-5394/2/AM ERICAS "Note" shall mean the Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project) authorized by the Resolution and delivered by the City to the Lender in accordance with the requirements set forth in ARTICLE IV hereof. "Noteholder" shall mean the Lender, as the registered holder of the Note. "Note Counsel" shall mean Squire Patton Boggs (US) LLP, Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Note Fund" means the Note Fund established pursuant to Section 3.04 hereof. "Payments" means all amounts payable by the City of principal, interest and prepayment penalty, if any, on the Note, and all other amounts payable by the City pursuant to this Agreement. "Paying Agent" means the Finance Director of the City. "Pledged Funds" means (1) Non -Ad Valorem Revenues deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by the Resolution and this Agreement, and (2) income received from the investment of moneys deposited into the funds and accounts established by the Resolution and this Agreement. "Prepayment Price" means the principal amount of the Note being prepaid plus the sum of the differences between (a) each scheduled interest payment which would have been made on the redeemed amount if such redemption/prepayment had not occurred and (b) the corresponding fixed-rate interest payment which would be received under an interest rate swap which the Lender shall be deemed to have entered into as of the date of such redemption/prepayment (the "Replacement Swap") covering its payment obligations, with each such difference discounted to a present value as of the date of redemption using the fixed interest rate of the Replacement Swap as the applicable discount rate. The City acknowledges that the Lender might not fund or hedge its fixed-rate loan portfolio or any redemption thereof on a loan - by -loan basis at all times, and agrees that the foregoing is a reasonable and appropriate method of calculating liquidated damages for any redemption/prepayment irrespective of whether any of the foregoing hedging transactions have in fact occurred or occurred precisely as stated with respect to the loan evidenced by the Note. All calculations and determinations by the Lender of the amounts payable pursuant to the preceding provisions or of any element thereof, if made in accordance with its then standard procedures for so calculating or determining such amounts, shall be conclusive absent manifest arithmetic error. 2021. "Principal Payment Date" means March 1 of each year, commencing March 1, "Rating Agencies" means Moody's, S&P and Fitch. 5 010-9078-5394/2/AM ERICAS "Resolution" shall mean the resolution approved by the City on itine-1SJu�, 2020, as amended and supplemented, which among other things authorized the execution and delivery of this Agreement and the issuance of the Note. "S&P" means S&P Global Ratings, a division of S&P Global Inc. "State" shall mean the State of Florida. Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of the 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. Any capitalized terms used in this Agreement not herein defined shall have the meanings ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. Section 1.03. Titles and Headings. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04. Incorporation of Whereas Clauses. The recitals and findings contained in the Whereas clauses of this Agreement are hereby incorporated as if fully set forth in this Agreement. ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS Section 2.01. Representations by the City. The City represents, warrants and covenants that: (a) The City is a municipality validly created and existing under the laws of the State. Pursuant to the Resolution, the City (i) has duly authorized the execution and delivery of this Agreement and the performance by the City of all of its obligations hereunder, and (ii) has duly authorized the Note issued hereunder and the performance by the City of all its obligations relating thereto. (b) The City has complied with all of the provisions of the Constitution and laws of the State, and has full power and authority to enter into and consummate all transactions 6 010-9078-5394/2/AM ERICAS contemplated by this Agreement or under the Note, and to perform all of its obligations hereunder and the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the City is a party or by which the City is bound. (c) The City is duly authorized and entitled to issue the Note in an amount equal to the Loan Amount. This Agreement and the Note constitute legal, valid and binding obligations of the City enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) 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, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the City to perform the City's obligations under this Agreement or under the Note. (e) No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the City of this Agreement, the Note and the related documents, except such as have been obtained, given or accomplished. (f) The City is not in default in the payment when due of any indebtedness of the City. (g) The financial statements of the City for the fiscal year ending September 30, 2019, copies of which have been furnished to the Lender, have been prepared in accordance with generally accepted accounting principles and present fairly the financial condition of the City as of such date and the results of its operations for the period then ended. Since September 30, 2019, there has been no material adverse change in the financial condition, revenues, properties or operations of the City, except as otherwise disclosed to the Lender in writing. (h) The certificate required to be delivered by the City regarding the Non -Ad Valorem Revenues is attached hereto as Composite Certificates Exhibit B. Section 2.02. General Representations, Warranties and Covenants of the Lender. (a) The Lender hereby represents, warrants and agrees that it is a national banking association created and existing under the laws of the United States of America, authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its charter, articles of association or bylaws. (b) The Lender's investor letter required to be delivered by the Lender is attached hereto as Lender's Letter Exhibit C. 7 010-9078-5394/2/AM ERICAS Section 2.03. Making of Loan. Pursuant to the terms and provisions of this Agreement, the Lender agrees to make a loan to the City in an amount equal to the Loan Amount for the purpose of financing the cost of the Refunding. Section 2.04. Reserved. Section 2.05. Security for Note; Note not Debt of the Issuer. The payment of the principal of and interest on the Note shall be secured forthwith solely by a lien upon and pledge of the Pledged Funds. The principal of and interest on the Note shall not constitute a general obligation or indebtedness of the City, within the meaning of any constitutional or statutory provision or limitation, but shall be a limited obligation of the City payable solely from the Pledged Funds, to the extent and as provided herein. The Noteholder shall never have the right to compel the levy of taxes upon any property of or in the City for the payment of the principal of and interest on the Note or in order to maintain or continue services or programs that generate Non -Ad Valorem Revenues. The City covenants that it will, in each year any Payments are due, budget and appropriate such legally available Non -Ad Valorem Revenues to make such Payments as they become due. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues until deposited hereunder, as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other bonds and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. 8 010-9078-5394/2/AM ERICAS Except to the extent expressly set forth in this Agreement, this Agreement and the obligations of the City hereunder shall not be construed as a limitation on the ability of the City to pledge or covenant to budget and appropriate said Non -Ad Valorem Revenues or any revenues or taxes of the City for other legally permissible purposes. Notwithstanding any provisions of this Agreement or the Note to the contrary, the City shall never be obligated to maintain or continue any of the activities of the City which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues or the rates for such services or regulatory fees. Neither this Agreement nor the obligations of the City hereunder shall be construed as a pledge of or a lien on all or any Non -Ad Valorem Revenues of the City other than Pledged Revenues, but shall be payable solely as provided in this Section and are subject in all respects to the provisions of Section 166.241, Florida Statutes, and are subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City. The Lender and the City understand that the amount of Non -Ad Valorem Revenues available to be budgeted and appropriated to make debt service payments hereunder are subject to the satisfaction of funding requirements for obligations secured by an express pledge of or lien on Non -Ad Valorem Revenues and funding of essential governmental services of the City; however, such obligation to make debt service payments is cumulative and would carry over from Fiscal Year to Fiscal Year. Section 2.06. Payment Covenant. The City covenants that it shall duly and punctually pay from the Pledged Funds the principal of and interest on the Note at the dates and place and in the manner provided herein and in the Note according to the true intent and meaning thereof and all other amounts due under this Agreement. Section 2.07. Additional Covenants. (a) The City will furnish to the Lender, at no cost to the Lender, within 240 days of the end of each fiscal year (i) a comprehensive annual financial report of the City for such fiscal year, which shall include a balance sheet as of the end of such fiscal year, audited without scope limitations by independent certified public accountants of recognized standing selected by the City and satisfactory to the Noteholder. (b) The City will furnish to the Noteholder, budgets, forecasts and such other information as the Noteholder may reasonably require. Section 2.08. Additional Debt. The City may incur additional debt that is payable from all or a portion of the legally available Non -Ad Valorem Revenues only if the total amount of Non -Ad Valorem Revenues for the prior Fiscal Year were at least 2.00 times the aggregate Maximum Annual Debt Service of all debt (including only long-term indebtedness appearing on the City's most recent audited financial statements and the long-term debt proposed to be incurred) to be paid from Non -Ad Valorem Revenues and no other funds of the City (collectively, "Debt"), including any 9 010-9078-5394/2/AM ERICAS Debt payable from one or several specific Non -Ad Valorem Revenue sources but only to the extent such Non -Ad Valorem Revenues are legally available to pay debt service on the Note. ARTICLE III DESCRIPTION OF NOTE; PAYMENT TERMS; OPTIONAL PREPAYMENT Section 3.01. Description and Payment Terms of the Note. (a) The City shall, pursuant to authority granted under the Resolution, issue and deliver the Note to the Lender, which Note shall equal DOLLARS AND 00/100 CENTS ($ ) in principal amount. The Note shall be designated as "City of Miami, Florida, Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project)". The text of the Note shall be substantially in the form attached hereto as Exhibit A, with such omissions, insertions and variations as may be necessary and desirable to reflect the terms of the Note. The provisions of the form of the Note are hereby incorporated in this Agreement. (b) The Note shall be dated the date of its delivery, shall be in the principal amount set forth therein and payable as set forth therein and shall bear interest from its date at the Fixed Rate subject to adjustment as provided in herein and in the Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Agreement. (c) Interest on the Note shall be payable semi-annually on each Interest Payment Date. Principal of the Note shall be payable on each Principal Payment Date, in the manner set forth in the Note. Interest on the Note shall be calculated on the basis of twelve 30 - day months over a 360 -day year. Notwithstanding any provision to the contrary, in no event shall the interest rate on the Note exceed the maximum rate permitted by law. If the amount of interest payable for any period in accordance with the terms hereof or the Note exceeds the maximum rate permitted by law, then interest shall accrue at the maximum rate permitted by law and any interest that would have been due and payable for any period but for the limitation of the maximum rate permitted by law shall constitute an "excess interest amount" and if there is any accrued and unpaid excess 10 010-9078-5394/2/AM ERICAS interest is payable shall bear interest at the maximum rate permitted by law until payment to the Noteholder of the entire excess interest amount. (d) All payments of principal of and interest on the Note shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Lender (i) in immediately available funds, (ii) by delivering to the Lender no later than payment date a check drawn on an account at any bank that is a member of the Federal Reserve System, or (iii) in such other manner as the City and the Lender shall agree upon in writing. (e) There will be no Lender fees to maintain the Loan and the Note as provided in this Agreement. The Lender shall pay for all of its costs relating to servicing the Loan and the Note. The City agrees to pay the legal fees and costs of counsel to the Lender (not exceeding $5,000) and the legal fees and costs of Note Counsel. Section 3.02. Registration; Assignment and Transfer. (a) The City shall keep at the office of the Finance Director in the City's records the registration of the Note and the registration of transfers of the Note as provided in this Agreement. The transfer of the Note may be registered only upon the books kept for the registration of the Note and registration of transfer thereof upon surrender thereof to the City together with an assignment duly executed by the Lender or its attorney or legal representative in the form of the assignment set forth on the form of the Note attached as Exhibit A to this Agreement; provided, however, the Note may be transferred only in whole and only to any transferee which constitutes an "accredited investor" within the meaning of Regulation D of the Securities Act of 1933, as amended (the "Securities Act") or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act. In the case of any such registration of transfer, upon receipt of a certificate of the transferee that such transferee constitutes an "accredited investor" or a "qualified institutional buyer" under the Securities Act (the "Transferee Certificate"), the City shall execute and deliver in exchange for the Note a new Note registered in the name of the transferee. In all cases in which the Note shall be transferred hereunder, the City shall execute and deliver at the earliest practicable time a new Note in accordance with the provisions of this Agreement. The City may make a charge for every such registration of transfer of a Note sufficient to reimburse it for any tax or other governmental charges required to be paid to an entity other than the City with respect to such registration of transfer, but no other charge shall be made for registering the transfer hereinabove granted. The Note shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. (b) The registration of transfer of the Note on the registration books of the City shall be deemed to effect a transfer of the rights and obligations of the Lender under this Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Lender under this Agreement and shall be bound by all provisions of this Agreement that are binding upon the Lender. Upon receipt of the Transferee Certificate, the City and the transferor shall execute and record such instruments and take such other actions as the City and such transferee may reasonably request in order to confirm that such transferee has succeeded to the capacity of Lender under this Agreement and the Note. 11 010-9078-5394/2/AM ERICAS (c) The registered owner of the Note is hereby granted power to transfer absolute title of all or a portion thereof by assignment thereof to a bona fide purchaser for value (present or antecedent) or to an affiliate of the Noteholder without notice of prior defenses or equities or claims of ownership enforceable against such owner's assignor or any person in the chain of title and before the maturity of the Note. (d) Every prior registered owner of the Note shall be deemed to have waived and renounced all of such owner's equities or rights therein in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights represented thereby. (e) In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute a new Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the City, and in the case of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to it. Section 3.03. Optional Prepayment. T4eThe City may prepay and redeem the Note as a whole on any date during the period beginning on December 2. 2022 through and including March 1. 2023_ at a Prepayment Price equal to 100% of the then outstanding principal amount of the Note to be prepaid, upon not less than five (5) days' prior notice to the Lender in connection with the issuance of the Future Note. In addition. the City may prepay and redeem the Note as a whole or in part, at any time or from time to time, by paying to the Noteholder the Prepayment Price for the principal amount of the Note to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment; provided, however, that each such prepayment of the Note shall be in the amount of $1,000 or integral multiples thereof. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the Noteholder not less than five (5) days prior thereto specifying the principal amount of the Note to be prepaid and the date of such prepayment. Each prepayment of the Note shall be deemed to apply to those principal installments with the latest maturities on the Note, in inverse order, unless specified otherwise by the Lender. Notice having been given as aforesaid, the portion of the outstanding balance of the principal amount of the Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal interest and Prepayment Price then due and payable shall be paid (a) in case the entire unpaid balance of the principal of the Note is to be prepaid, upon presentation and surrender of the Note at the office of the City on the date specified for prepayment, and (b) in case only part of the unpaid balance of principal of the Note is to be paid, upon presentation of the Note at the office of the City for notation thereon of the amount of principal and interest on the Note then paid. If on the prepayment date moneys for the payment of the principal amount to be prepaid on the Note, together with interest to the prepayment date on such principal amount, shall have been paid to the Noteholder as above provided and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after the prepayment date interest on such principal amount of the Note shall cease to accrue. If said moneys shall not have been so paid on 12 010-9078-5394/2/AM ERICAS the prepayment date, such principal amount of the Note shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. Note with �he pfeeeeds of the Ftttufe Note, the Pfepayment Pt4ee shall be e"al to 0 of Section 3.04. Note Fund. (a) The City shall establish a "Note Fund — Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project)" (the "Note Fund") and therein a principal account (the "Principal Account") and an interest account (the "Interest Account"). (b) Commencing on August 25, 2020, and continuing thereafter so long as the Note is outstanding, the City shall deposit to the credit of the Interest Account of the Note Fund on or before the twenty-fifth day of each February and August, from Pledged Funds, amounts which, together funds on deposit therein, will be sufficient to pay the interest payable on the Notes on the immediately succeeding Interest Payment Date. (c) Commencing on February 25, 2021, and continuing thereafter so long as the Note is outstanding, after deposit to the Interest Account pursuant to paragraph (a) above, the City shall deposit to the credit of the Principal Account of the Note Fund on or before the twenty-fifth day of each February, from Pledged Funds, amounts which, together funds on deposit therein, will be sufficient to pay the principal payable on the Notes on the immediately succeeding Principal Payment Date. Moneys on deposit in the accounts of the Note Fund shall be used solely for the payment of the principal, Prepayment Price, if any, and interest on the Notes. The amounts required to be accounted for in accounts of the Note Fund may be deposited in a single bank account with other funds of the City, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein and such investments for the purposes of the Note Fund, as herein provided. (d) On each Interest Payment Date and each Principal Payment Date, the City shall transfer from the applicable account of the Note Fund to the Noteholder sufficient moneys to pay interest and principal then due and payable on such Interest Payment Date or Principal Payment Date with respect to the Note. (e) All funds or other property which at any time may be owned or held in the possession of or deposited with the City or an Authorized Depository designated by the City for application in accordance with the terms and provisions of this Agreement shall be held in trust and applied only in accordance with the provisions of this Agreement. (f) Moneys held for the credit of the Note Fund may be invested by the City in Authorized Investments. Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the City, that the moneys held for the credit of the Note Fund will be needed to pay principal or interest on the Note when due. 13 010-9078-5394/2/AM ERICAS ARTICLE IV ISSUANCE OF NOTE Section 4.01. Issuance of Note. (a) The Lender shall not be obligated to make any loan under this Agreement unless at or prior to the date of issuance of the Note the City delivers to the Lender the following items in form and substance acceptable to the Lender: (i) a certificate of the Finance Director, dated as of the date of issuance of the Note, to the effect that the representations and warranties of the City contained in Section 2.01 hereof are true and correct as of such date and that there is currently no Event of Default or event that with notice or lapse of time or both would become an Event of Default hereunder; (ii) an opinion of Note Counsel in form and substance to the effect that (A) the Resolution, this Agreement and the Note are enforceable obligations in accordance with their terms (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), and (B) interest on the Note shall be exempt from taxation under the laws of the State, except as to estate taxes and taxes on interest, income or profits on debt obligations owed to corporations as imposed by Chapter 220, Florida Statutes, as amended. (iii) a certificate of the Finance Director, dated the date of issuance of the Note, to the effect that the interest rate on the Note is in compliance with the applicable maximum interest rate provisions contained in Section 215.84, Florida Statutes, as amended; (iv) the fully executed Note; (v) an opinion of counsel to the City in form and substance �f'�ysatisfactory to the Lender; (vi) the fully executed Escrow Deposit Agreement; (vii) an opinion of Note Counsel in form and substance acceptable to the Lender to the effect that the Refunded Bonds have been defeased; and (viii) such additional certificates, instruments and other documents as the Lender, or its counsel or Note Counsel, or counsel to the City, may deem necessary or appropriate. (b) The City shall have received the fully executed Lender's Certificate and Disclosure Letter containing the information required by Section 218.385, Florida Statutes, in form and substance satisfactory to the City and Note Counsel. 14 010-9078-5394/2/AM ERICAS Section 4.02. Application of Note Proceeds. The proceeds of the Note shall be applied simultaneously with the delivery of the Note to the Lender as provided in written instructions to be delivered by the City in connection with the issuance of the Note. ARTICLE V EVENTS OF DEFAULTS; REMEDIES Section 5.01. Events of Default. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The City shall fail to make payment of principal or interest then due on the Note; or (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed by it under this Agreement or the Resolution other than as referred to in clause (a) of this Section, for a period of forty-five (45) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Noteholder; provided, however, that if, in the reasonable judgment of the Noteholder, the City shall proceed to take such curative action which, if begun and prosecuted with due diligence, cannot be completed within a period of forty-five (45) days, then such period shall be increased to such extent as shall be necessary to enable the City to diligently complete such curative action; or (c) 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; or (d) Any representation or warranty made by the City in connection with the transactions contemplated hereunder proves to be untrue in any material respect as of the date made or deemed made; or (e) Default shall occur in the payment of the principal of or interest on any obligation of the City for borrowed money payable from Non -Ad Valorem Revenues, as and when the same shall become due, which results in the acceleration of such indebtedness, unless the City shall be contesting its liability therefor in good faith; or (f) Non -appealable judgments in an amount in the aggregate in excess of $5,000,000 shall be entered or filed against the City and remain unvacated, unpaid, unbonded or unstayed for a period of seventy-five (75) days. 15 010-9078-5394/2/AM ERICAS Section 5.02. Remedies. If any such Event of Default shall have occurred, the Lender may seek enforcement of all remedies available to it under law or in equity, and may proceed to protect and enforce its rights under the laws of the State or under this Agreement and the Note by such suits, actions or special proceedings (including mandamus) 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. If an Event of Default shall have occurred and be continuous, the Lender may not declare the Note to be immediately due and payable. Upon the occurrence and continuation of an Event of Default interest on the Note shall automatically bear interest at the Default Rate. The Lender shall be entitled to its reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its rights under this Agreement after an Event of Default. 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. 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 but no such waiver shall be effective unless in writing from a duly authorized officer of the Lender 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. ARTICLE VI MISCELLANEOUS Section 6.01. Amendments, Changes or Modifications to the Agreement. This Agreement shall not be amended, changed or modified except by written instrument executed by the Lender and the City. Section 6.02. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 16 010-9078-5394/2/AM ERICAS Section 6.03. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 6.04. Term of Agreement. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as the Note is outstanding. Section 6.05. Assignment. The Lender acknowledges and agrees that it is treating the transactions contemplated hereunder as loan transactions and not as the sale and purchase of securities. The Lender further acknowledges and agrees that it presently intends to hold the Note through its final maturity date; provided, however, the Lender may assign the Note in whole or in part in accordance with Section 3.02 hereof. Section 6.06. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to the City, City of Miami, 444 S.W. 2nd Avenue, Miami, €Florida 33130, Attention: Finance Director, and to the Lender, c/o rr endo,., [ n ddr-ess]JPMorgan Chase Bank, N.A.. 450 S. Orange Avenue, 101' Floor, Orlando, Florida 32801, Attention: Jackie Young or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Section 6.07. Applicable Law. The substantive laws of the State shall govern this Agreement. Section 6.08. Jury Waiver. IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, THE NOTE, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOW SO EVER ARISING BETWEEN THE CITY AND THE PURCHASER, THE CITY AND THE PURCHASER HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. 17 010-9078-5394/2/AM ERICAS Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees. In the event that any action, suit or other proceeding is brought with respect to, in connection with or arising out of this Agreement or the Note, or any instrument delivered pursuant to this Agreement or the validity, protection, interpretation, collection or enforcement thereof, to the extent permitted by law, the City and the Lender hereby (i) irrevocably consent to the exercise of jurisdiction by the United States District Court, South District of Florida and by the Circuit Court, Miami -Dade County, Florida, and (ii) irrevocably waive any objection it might now or hereafter have or assert to the venue of any such proceeding in any court described in clause (i) above. In connection with any such action, suit or proceeding, the City and the Lender shall each be responsible for paying their respective attorneys' fees and expenses, except as otherwise required by applicable law. Section 6.10. Public Records Laws. Regarding the provisions of § 119.0701, Florida Statutes, as amended, the City and the Lender acknowledge and agree that this Agreement and the Note are public contracts and that each of the City and the Lender must comply with the Florida public records laws, specifically by: (a) Keeping and maintaining public records that ordinarily and necessarily would be required by public agencies in order to perform the services in relation to this Agreement and the Note; and (b) Providing the public with access to public records on the same terms and conditions that public agencies would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; and (c) Ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (d) Meeting all requirements for retaining public records and transfer, at no cost, to the City as a public agency all public records requested by the City and in possession of the Bank upon termination of this Agreement and final payment of the Note, and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided by the Lender to the City as a public agency in a format that is compatible with the information technology systems of the City as a public agency. Additionally, should the City receive any public records request that requires the City to obtain such records from the Lender, the City shall forward such public records request to the Lender in writing and the City and the Lender shall work together expeditiously to comply. Should the Lender believe that any public records request is subject to an exemption for the Lender under the Florida Public Records laws, then the Lender shall have the ability, at no cost, expense or liability to the City, to proceed in the Florida court system to establish such exemption for the Lender to the public records request in question. 18 010-9078-5394/2/AM ERICAS Section 6.11. Noteholder Representative. The Lender may appoint a representative or agent, by giving signed, written notice of such appointment to the City, to act on behalf of such Lender to give any consents, authorizations, or approvals; exercise any rights; or take any other action as may be taken by the Lender under this Agreement on such terms and conditions as such Lender may deem advisable (the "Noteholder Representative"). Upon such appointment, the City shall accept the consent, authorization, or direction of such Noteholder Representative to the extent specified in such notice, as it would accept such action from such Lender. As of the date of execution and delivery of this Agreement, the initial Noteholder Representative shall be the Lender, and such Noteholder Representative have all the rights to consent, authorize or direct any action that the Lender may do under this Agreement until further notification from the Lender in accordance with this Section. Such Noteholder Representative shall be the sole representative of such Lender with respect to all matters specifically listed in such notice for which such Lender is authorized to act under this Agreement, until a signed, written notice of the removal of the Noteholder Representative shall be delivered to the City by the Lender. The Noteholder Representative may resign at any time by delivering written notice thereof to the City. Any notice of removal or resignation meeting the foregoing requirements shall be effective immediately upon receipt thereof by the City. Section 6.12. Incorporation by Reference. All of the terms and obligations of the Resolution are hereby incorporated herein by reference as if said Resolution was fully set forth in this Agreement. [The remainder of this page is intentionally left blank; signature page follows.] 19 010-9078-5394/2/AM ERICAS IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. (OFFICIAL SEAL) ATTESTED AND COUNTERSIGNED Todd B. Hannon, City Clerk CITY OF NHANII, FLORIDA Arthur Noriega, City Manager Approved as to Form and Correctness: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: Ann -Marie Sharpe, Director of Risk Management [Signature Page to Loan Agreement] S-1 010-9078-5394/2/AM ERICAS JPMORGAN CHASE BANK. N.A. ,Jackie Young Authorized Officer [Signature Page to Loan Agreement] S-2 010-9078-5394/2/AM ERICAS Exhibit A Form of Note EACH HOLDER OF THIS NOTE SHALL, PRIOR TO ACQUIRING ALL OR ANY PART OF THIS NOTE, SHALL CERTIFY TO THE CITY THAT IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D OF THE SECURITIES ACT AND DELIVER AN INVESTOR LETTER TO THE CITY IN THE FORM PROVIDED BY THE CITY. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING NOTE, TAXABLE SERIES 2020 (PORT OF MIAMI TUNNEL PROJECT) Principal Sum Interest Rate Date of Issuance Maturity Date $ % , 2020 March 1, 2030 The CITY OF MIAMI (the "City"), a municipality created and existing under and by virtue of the laws of the State of Florida, for value received, hereby promises to pay, solely from the Pledged Funds described herein, to the order of [T ENDER4 PMORGAN CHASE BANK. N.A. as the registered owner of this Note or its successors or assigns (herein the "Noteholder"), the Principal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between the City and [T ERrJPMORGAN CHASE BANK, N.A., dated as of , 2020 (the "Agreement"), and to pay interest on the outstanding balance of such Principal Sum from the Date of Issuance specified above or from the most recent date to which interest has been paid at the Interest Rate per annum specified above (the "Fixed Rate") on March 1 and September 1 of each year, commencing September 1, 2020, until such Principal Sum shall have been paid, mailed by draft or check to the Noteholder as it appears on the books of the Finance Director of the City, as note registrar (the "Note Registrar"), at the close of business on the fifteen (15th) day (whether or not a business day) before such payment is due or as otherwise provided in writing. The Principal Sum hereof shall be payable annual installment payments on the dates and in the amounts as follows: Principal Payment Date A-1 010-9078-5394/2/AM ERICAS Amount Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. This Note (the "Note") is authorized to be issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including, particularly the Charter of the City, Chapter 166, Part II, Florida Statutes, to the extent not inconsistent with and repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami and Resolution No. R-20- duly adopted by the City onitine 4July 9, 2020 (the "Resolution"), and is subject to all terms and conditions of the Resolution and the Agreement. Any term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. This Note is being issued to (i) refund, on an advance basis, a portion of its outstanding City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2012 (Port of Miami Tunnel Project) and (ii) pay related closing costs. This Note is payable from and secured solely from certain Non -Ad Valorem Revenues budgeted and appropriated for such payment and deposited into the Note Fund created under the Agreement, all in the manner provided in, and subject in all respects to the terms and conditions of, the Resolution and the Agreement. This Note shall not constitute a general obligation or indebtedness of the City within the meaning of any constitutional or statutory provision or limitation, but shall be a limited obligation of the City payable solely from the Non -Ad Valorem Revenues budgeted and appropriated therefor, as provided in the Agreement. The Noteholder shall never have the right to compel the levy of taxes upon any property of or in the City for the payment of the principal of and interest on this Note or to continue or maintain activities or services which generate Non -Ad Valorem Revenues. Reference is made to the Agreement for the provisions relating to the security for payment of this Note and the duties and obligations of the City hereunder. This Note is a special limited obligation of the City payable solely from amounts on deposit in the Note Fund and any other funds and accounts created pursuant to the Agreement and herein pledged to secure the Note. "Pledged Funds" means (1) legally available Non -Ad Valorem Revenues deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by the Resolution and the Agreement, and (2) income received from the investment of moneys deposited into the funds and accounts established by the Resolution and the Agreement. Reference is made to the Agreement for the provisions, among others, relating to the terms, lien and security for the Note, the custody and application of the proceeds of the Note, the rights and remedies of the holders of the Note, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. A-2 010-9078-5394/2/AM ERICAS This Note shall bear interest from its Date of Issuance at the Interest Rate per annum specified above on the basis of twelve 30 -day months over a 360 -day year. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. In the event the principal of this Note is prepaid in accordance with the provisions hereof or of the Agreement, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of (a) the maximum rate of interest allowed by Florida law on obligations of the same type, or (b) the nonusurious interest allowed by the laws of the State of Florida or the United States, to the extent applicable, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as of the date of such acceleration, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but such crediting shall not cure or waive any default under this Agreement. All payments made by the City hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. T4+eThe City may prepay and redeem the Note as a whole on any date during the period beginning on December 2, 2022 through and including March 1, 2023, at a Prepayment Price equal to 100% of the then outstanding principal amount of the Note to be prepaid. upon not less than five (5) days' prior notice to the Lender in connection with the issuance of the Future Note. In addition, the City may prepay this Note as a whole or in part, at any time or from time to time, by paying to the Noteholder an amount equal to the Prepayment Price for the outstanding amount of the Principal Sum of the Note to be prepaid and the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, as more particularly set forth in the Agreement; provided, however, that such each such prepayment of the Note shall be in the amount of $1,000 or integral multiples thereof. Each prepayment of this Note shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the Noteholder not less than five (5) days prior thereto. Each prepayment of the Note shall be deemed to apply to those principal installments with the latest maturities on the Note, in inverse order, unless specified otherwise by the Noteholder. Notice having been given as aforesaid, the portion of the outstanding balance of the Principal Sum of this Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid (a) in case the entire unpaid balance of the principal of this Note is to be paid, upon presentation and surrender of this Note at the office of the City, and (b) in case only part of the unpaid balance of principal of this Note is to be paid, upon presentation of this Note at the office of the City for notation thereon of the amount of principal and interest on this Note then paid. If on the prepayment date moneys for the payment of the principal amount to be prepaid on this Note, together with interest to the prepayment date on such principal amount, shall have been paid to the Noteholder as above provided and if notice of prepayment shall have been given to the Noteholder as above provided, then from and after the A-3 010-9078-5394/2/AM ERICAS prepayment date interest on such principal amount of this Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of this Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Agreement. �his Note with the pf:eeeeds of the Ftt�afe Note, the pl:epayffleflt pf:iee shall be eqttal to 0 Of Upon the occurrence of an Event of Default relating to this Note, the Noteholder shall have such remedies as described in the Agreement. Upon the occurrence and during the continuation of an Event of Default, this Note shall bear interest at the lesser of the Default Rate (as defined in the Agreement) or the maximum rate permitted by law until all amounts then due under this Note are paid in full. The City hereby waives demand, protest and notice of dishonor. No obligation under the Agreement or this Note shall be or be deemed to be an obligation of any member of the City Commission or any officer, employee or agent of the City in his or her individual capacity, and none of such persons executing the Agreement or this Note shall be liable personally thereon or hereon by reason thereof. It is certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Agreement and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note, together with all other obligations of the City under the Agreement, does not exceed or violate any constitutional or statutory limitation. [Remainder of Page Intentionally Left Blank; Signature Page Follows A-4 010-9078-5394/2/AM ERICAS IN WITNESS WHEREOF, the City of Miami, Florida, caused this Note to be signed by the manual signature of its Mayor and its City Manager and its official seal to be affixed hereto or imprinted or reproduced hereon, and attested and countersigned by the manual signature of its City Clerk, and this Note to be dated the Date of Issuance set forth above. (OFFICIAL SEAL) ATTESTED AND COUNTERSIGNED Todd B. Hannon, City Clerk A-5 010-9078-5394/2/AM ERICAS CITY OF NHANH, FLORIDA Arthur Noriega, City Manager Approved as to Form and Correctness: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: Ann -Marie Sharpe, Director of Risk Management CERTIFICATE OF AUTHENTICATION This Note is a Note designated in and executed under the provisions of the within mentioned Agreement. Date of Authentication: .2020 City of Miami, Florida, Finance Director, as Note Registrar Bv: Name: Erica Paschal -Darling A-6 010-9078-5394/2/AM ERICAS Exhibit B Composite Certificates CERTIFICATE OF DIRECTOR OF FINANCE REQUIRED BY SECTION 4.01(a)(i) and (v -iii OF THE LOAN AGREEMENT The undersigned Director of Finance of the City of Miami, Florida (the "City") hereby certifies, that, to the best of her knowledge and belief, after due inquiry: (a) the representations, warranties, covenants and agreements of the City contained in the Loan Agreement dated as , 2020 by and between the City and [bendef+JPMoran Chase Bank. N.A. a national banking association (the "Loan Agreement") are true and correct in all material respects on and as of this date as if made on this date; (b) there is currently no Event of Default or event that with notice or lapse of time or both would become an Event of Default under the Loan Agreement; and (c) the average net interest cost rate on the Note (as defined in the Loan Agreement) is in compliance with the applicable interest rate provisions in Section 215.84, Florida Statutes, as amended. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the City as of the day of , 2020. THE CITY OF MIAMI, FLORIDA Erica Paschal -Darling Finance Director City of Miami, Florida B-1 010-9078-5394/2/AM ERICAS Exhibit C Lender's Letter , 2020 City of Miami, Florida Miami, Florida Re: City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project) Ladies and Gentlemen: The undersigned (the "Lender") hereby acknowledges receipt of the City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Series 2020 (Port of Miami Tunnel Project) in the principal amount of $ (the "Note"). All capitalized terms used in this Lender Letter, and not otherwise defined herein, shall have the same meanings as set forth in the Loan Agreement by and between the City of Miami, Florida (the "City") and [beiidef+,JPMorgan Chase Bank N.A. dated 2020 (the "Loan Agreement"). The undersigned acknowledges that the Note is issued pursuant to the Resolution of the City adopted by the City Commission on Ame L5Ju 2020 (the "Resolution" and the Loan Agreement. In connection with the purchase of the Note by the Lender, the Lender hereby makes the following representations and acknowledgments upon which you may rely: 1. The Lender has the authority to purchase the Note and to execute this letter and any other instruments and documents required to be executed by the Lender in connection with the purchase of the Note. 2. The Lender is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the "1933 Act") or an "accredited investor" as defined in Rule 501 Regulation D promulgated under the 1933 Act, and as such has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal and other taxable obligations of this nature, to be able to evaluate the risks and merits of the investment represented by the Note. The Lender is able to bear the economic risks of such investment. 3. The Lender is not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. C-1 010-9078-5394/2/AM ERICAS 4. The Lender is not acting as a broker or other intermediary and is purchasing the Note with its own capital and for its own account. 5. The Lender understands and acknowledges that the Note is secured in the manner set forth in the Resolution and the Loan Agreement and it has received and reviewed to its satisfaction a copy of the Resolution and the Loan Agreement. 6. The Lender understands and acknowledges that (a) the Note does not constitute a general obligation of the City, Miami -Dade County, Florida, the State of Florida, of any other local government or of any other political subdivision of the State, (b) neither the faith and credit nor taxing power of Miami -Dade County, Florida, the State of Florida, nor of any other local government or any other political subdivision of the State are pledged to the payment of the principal of, premium (if any) or interest on the Note and (c) neither the City Commissioners of the City nor any persons executing the Note shall be liable personally therefor by reason of its issuance. 7. The Lender understands and acknowledges that the Note is not registered under the 1933 Act and that such registration is not legally required as of the date hereof, and further understands that the Note (a) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) may not be readily marketable. 8. The Lender has sufficient knowledge and experience in financial and business matters to be able to evaluate the risk and merits of the investment represented by the Note and is able to bear the economic risks of such investment. 9. The Lender understands and acknowledges that (a) it has been supplied with or been given access to information to which a reasonable investor would attach significance in making investment decisions, (b) it has had the opportunity to ask questions and receive answers from the City and other knowledgeable individuals concerning the City, the Resolution, the Note, the Loan Agreement and the security therefor, and (c) it has received from the City all information and materials that it requested and which it regards as necessary to evaluate all merits and risks of an investment in the Note so that, as a reasonable investor, the Lender has been able to make its own decision to purchase the Note. The Lender acknowledges that it has not relied upon any advice of the City or the City's agents or consultants in connection with the Lender's purchase of the Note. 10. The Lender understands and acknowledges that neither the City nor any of its agents have requested a CUSIP number or a credit rating for the Note. 11. The Lender has a present intent to hold the Note subject to this transaction to maturity, earlier redemption, mandatory tender, or for its loan portfolio, and has no present intention of reselling or otherwise disposing of all or a part of such Note and further acknowledges that PFM Financial Advisors LLC ("Municipal Advisor") is relying on the foregoing representation for purposes of the Municipal Advisor's determination (i) that this transaction meets the requirements for being a qualifying exception for purposes of MSRB Rule C-2 010-9078-5394/2/AM ERICAS G-34, and (ii) that the Municipal Advisor is excepted and released from the requirement to request a CUSIP assignment on behalf of the City pursuant to MSRB Rule G-34 for the Note. 12. The Lender acknowledges that the Note is subject to transfer restrictions as set forth in the Note. 13. The Lender will not sell or transfer the Note, or sell participation interests in the Note, except in the event that such sale or transfer complies with applicable laws and regulations, and with the terms and provisions of the Resolution and the Loan Agreement. 14. The Lender understands and acknowledges that the City has not prepared, will not be preparing, and is not obligated to prepare an official statement or other offering or disclosure document with respect to the Note in connection with its sale or issuance. 15. The Lender is not acting as a bond house. broker or other intermediary with respect to any offering of the Note, and it is not an underwriter for the Note, and it has not paid and will not pay any bonus, fee or gratuity to any "find.er"within the meaning of Section 218.386, Florida Statutes_ as amended, in connection with the delivery of the Note to it by the City. 16. This debt or obligation is expected to be repaid over a period of years. Based on an interest rate of %, total interest paid over the life of the Note (through the maturity date of March 1. 2030) will be approximately $ which would result in approximately -$ (the approximate average annual debt service) of revenues of the City not being available to pay for other services of the City each year for years. This debt refinances existing debt of the City. 17. The Lender is purchasing the Note on the date hereof at a purchase price eaual to the principal amount of the Note. Very truly yours, JPMORGAN CHASE BANK. N.A. By:_ Name: Title: C-3 010-9078-5394/2/AM ERICAS Jackie Young Authorized Officer