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HomeMy WebLinkAboutComposite Exhibit BComposite Exhibit B DRAFT Form of Loan Agreement and Note LOAN AGREEMENT between CITY OF MIAMI, FLORIDA and CAPITAL ONE PUBLIC FUNDING, LLC Dated as of , 2020 Relating to: CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLINS STADIUM PARKING FACILITIES PROJECT) TABLE OF CONTENTS Page ARTICLE I. DEFINITION OF TERMS 2 Section 1.01. Definitions 2 Section 1.02. Interpretation. 6 Section 1.03. Titles and Headings 6 Section 1.04. Incorporation of Whereas Clauses. 6 ARTICLE II REPRESENTATIONS, WARRANTIES AND PLEDGES; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS 6 Section 2.01. Representations by the City. 6 Section 2.02. General Representations, Warranties and Pledges of the Lender. 8 Section 2.03 Making of Loan 8 Section 2.04. Note not to be Indebtedness of the City or St 8 Section 2.05. Security for Note. 8 Section 2.06. Payment Pledge 10 Section 2.07. Additional Debt 10 Section 2.08. Covenants of the City 10 Section 2.09. Audit and Inspection Ri 1' Rec ds Retention. 11 ARTICLE III DESCRIPTION OF NOTE; PA - ' S; OPTIONAL PREPAYMENT 12 Section 3.01. Description an . yment rms of the Note. 12 Section 3.02. Registration; Assi ` , and Transfer 13 Section 3.03. Optional Prepayment 14 Section 3.04. Note Fund 14 ARTICLE IV ISSUANCE OF NOTE 16 Section 4.01. Issuance of Note 16 Section 4.02. Application of Note Proceeds. 16 ARTICLE V EVENTS OF DEFAULTS; REMEDIES 17 Section 5.01. Events of Default. 17 Section 5.02. Remedies 17 ARTICLE VI MISCELLANEOUS 18 Section 6.01. Amendments, Changes or Modifications to the Agreement. 18 i Section 6.02. Counterparts 18 Section 6.03. Severability. 18 Section 6.04. Term of Agreement. 18 Section 6.05. Assignment. 18 Section 6.06. Notices. 18 Section 6.07. Applicable Law. 19 Section 6.08. Jury Waiver. 19 Section 6.09. Consent to Jurisdiction; Venue; Attorneys' Fees. 19 Section 6.10. Public Records Laws 19 Section 6.11. Indemnification. 20 Section 6.12. Incorporation by Reference 21 Exhibit A — Form of Note Exhibit B - Sophisticated Lender's Letter from the Lender to t?e City Exhibit C - Lender's Corporate Authorization Exhibit D- Cumulative Debt Obligations pursuant toction 3f the Resolution ii 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 CAPITAL ONE PUBLIC FUNDING, LLC, a limited liability company organized under the laws of the State of New York, and its successors and assigns, qualified to transact business in the State of Florida and its successors and assigns (the "Lender"). WITNESSETH: WHEREAS, the City is authorized pursuant to the Constitution of the State of Florida ("State"); Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. R-09-0509, adopted October 27, 2009, as amended and supplemented, and Resolution No. R-19- , adopted on March 14, 2019; and other applicable provisions of law (collectively, the "Act") to, among other things, (a) provide funds to currently refund and redeem all of the presently o tstanding principal amount of the originally issued $84,540,000 Tax -Exempt Special Oblig. .n Parking Revenue Bonds, Series 2010A (Marlins Stadium Project) (the "Refunded Bond ' , .ay the costs of issuance of such current refunding and redemption of the Refunde. " .nds, a (c) pledge the Pledged Funds (as defined below) of the City for payment of suc WHEREAS, the City deems it neces that the City refinance the Refunded Bond Deposit Agreement (defined herein); WHEREAS, the City Com s prov i ed in the Act; and le and in the best interest of the City articularly described in the Escrow h 14, 2019, pursuant to Resolution No. R-19- has authorized such ref - ' - • a redemption of the Refunded Bonds; and WHEREAS, the Leng to make available to the City Thousand Dollars and /100 Cents ($ he "Loan Amount") which the City will use to finance (i) a portion of the cost of currently nding and redeeming 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, the parties hereto, intending to be legally bound hereby and in consideration of the mutual pledges hereinafter contained, DO HEREBY AGREE as follows: 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. "Act" means the Constitution of the State, Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. R-09-509, adopted October 27, 2009, as amended and supplemented, and Resolution No. R-19- adopted on March 14, 2019; and other applicable provisions of law. "Agreement" means this Loan Agreement dated as , 2020, between the City and the Lender and any and all modifications, alterations, endments and supplements hereto made in accordance with the provisions hereof. "Annual Budget" means the budget or b get s ame ded and supplemented from time to time, prepared by the City for each Fiscal Ye accordance with the laws of the State. "Annual Debt Service Requirement" • many Fiscal Year means the respective amounts which are needed to provide: (a) for payment of the Debt (as defined in Section 2.07 hereof) then Outstanding which is payable rest Payment Date in such Fiscal Year; and (b) for payment o pal (including any amortization installments) of all Debt then Outstanding which is pay.. • ' uch Fiscal Year. "Applicable Interest Period" means the period from the date of issuance of the Note to the Final Maturity Date. "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" means any investment which shall be authorized from time to time by applicable laws of the State of Florida and by the applicable investment policies of the City for deposit or purchase by the City for the investment of its funds. 2 "Business Day" or "business day" means any day other than a Saturday, Sunday or a day on which banking institutions within the City are authorized by law to remain closed. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or a designated Deputy City Attorney. "City Clerk" means the City Clerk of the City and such other person as may be duly authorized to act on his or her behalf. "City Manager" means the City Manager of the City or his designee. "Convention Development Tax" means a portion of the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of 1 g or letting transient rental accommodations at the rate of three percent (3%) perc of the total consideration charged therefore as currently authorized pursuant to Section .03 b < (b), Florida Statutes (net of Tax Collector administrative costs for local administ on purs t to Section 212.0305(5)(b)5, Florida Statutes), and allocated to the City as pro •d ' e Interlocal Agreement. "County" means Miami -Dade Coun "Default Rate" means a rate • , to Interest Rate plus [two percent (2.00%)] per annum. "Escrow Agent" meand its successors and assigns organized and existing under the laws of Unite ® St. • s of America, having its designated corporate trust office in Florida. "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. "Final Maturity Date" means July 1, 2039. "Finance Director" means the Finance Director or Assistant Finance Director of the City or his or her designee. "Financial Advisor" means PFM Financial Advisors, LLC. "Fiscal Year" means the fiscal year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Forward Commitment" means the Commitment Letter dated as of March 19, 2019 between the City and the Lender, the form which is attached hereto as Exhibit B. 3 2020. "Interest Payment Date" means July 1 and January 1 of each year, commencing July 1, "Interest Rate" means 3.95% per annum. "Interlocal Agreement" means the Interlocal Agreement entered into between the City and the County dated January 1, 2009 regarding the use and disposition of the Convention Development Tax. "Lender" means Capital One Public Funding, LLC, a limited liability company organized under the laws of the State of New York, and its successors and assigns. "Lender's Authorization" means the incumbency certificate of the Lender dated , 20 authorizing [Jonathan A. Lewis], [Manager and President], to execute this Agreement, as such authorization is attached and incorporated as Exhibit C hereto. ($ "Loan Amount" means the Thousand Dollars and /100 Cents ), which equals the original principal amount of[e Note. "Non -Ad Valorem Revenues" mean all reve other than ad valorem taxation on real or personal perty, payments required by this Agreement. City derived from any source are legally available to make "Note" means the Million ► $ ` ) City of Miami, Florida Special Obligation Parking Revenue Refunding Note + i20 (Marlins Stadium Parking Facilities Project) authorized by the Resolution and deliv` •d by the City to the Noteholder in accordance with the requirements set forth in Acrticle IV here "Noteholder" means t ► - der as the holder of the Note, or any other registered holder of or participant in the Not "Note Counsel" means ant Miller Olive P.A., 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. "Parity Debt" means the Series 2010B Bonds and the Series 2018 Note. "Parking Revenues" mean all revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Home Games pursuant to the City Parking Agreement (excluding Parking Surcharge), all as defined in and provided in Resolution No. R-09-0509 adopted on October 27, 2009, as amended and supplemented. "Parking Surcharge" means 80% of the portion which is derived from the Project in connection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, 4 imposed pursuant to Section 166.271, Florida Statutes, and pursuant to Ordinance No. 04-12563 enacted by the City Commission on July 22, 2004, as amended and supplemented. "Payment(s)" means all amounts payable by the City of principal, interest and prepayment price on the Note and all other amounts payable by the City pursuant to this Agreement. "Payment Dates" means the Principal Payment Date and the Interest Payment Date. "Paying Agent" means the Finance Director or the Assistant Finance Director of the City. "Pledged Funds" means collectively (i) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created pursuant to this Agreement, and (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to this Agreement and therein pledged to secure the Note. "Pledged Revenues" means collectively subject Bonds and the Series 2018 Note, (1) the Conve Revenues, and (3) the Parking Surcharge. rior pledge for the Series 2010B pment Tax, (2) the Parking "Principal Payment Date" means Julr, commencing July 1, 2020. "Project" means the construction of including but not limited to, retail 6,000 parking spaces located at the si "Refunded Bonds" Exempt Special Obligation Pa the amount of Eighty -Four Millio parking appurtenant and ancillary facilities, ots and parking structures for not to exceed referred to as the Marlins Baseball Stadium. ity's currently outstanding City of Miami, Florida Tax- enue Bonds, Series 2010A (Marlins Stadium Project) in ive Hundred Forty Thousand Dollars ($84,540,000.00) term bonds maturing on July 1, 2030, July 2035 and July 1, 2039. "Resolution" means Resolution No. R-19- adopted by the City Commission of the City of Miami, Florida on March 14, 2019, as amended and supplemented from time to time. "Series 2010A Bonds" means the City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). "Series 2010B Bonds" means the remaining outstanding $16,830,000 City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Project). "Series 2018 Note" means the remaining outstanding $16,555,000 City of Miami, Florida Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project). 5 "State" means the State of Florida. "Total Debt Service" means the aggregate Annual Debt Service Requirement for all Fiscal Years. 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. To the extent any conflict between the provisions of the Resolution and the provisions of this Agreement, the provisions of thisreement shall control. Section 1.03. Titles and Headings. The titles and headings of the articles and ns of this Agreement, which have been inserted for convenience of reference only . no be considered a part hereof, shall not in any way modify or restrict any of the '' . provisions hereof, and shall not be considered or given any effect in co ' . g is Agreement or any provision hereof or in ascertaining intent, if any question . - sho ' arise. Section 1.04. Incorporation of r he s uses. The recitals and finding ► , med in the Whereas clauses of this Agreement are hereby incorporated as if fully set forth in is Agreement. ARTICLE II REPRESENTATIONS, WARRANTIES AND PLEDGES; SECURITY FOR THE NOTE; ADDITIONAL OBLIGATIONS Section 2.01. Representations by the City. The City represents, warrants and pledges 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) 6 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 Act, and has full power and authority to enter into and consummate all transactions contemplated by this Agreement, the Resolution 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 their respective 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 pr knowledge of the City, threatened against or affecting t by any governmental authority, that, if adversely term ability of the City to perform the City's obligati er under the Note. (e) No authorization, con or filing with any court or governme - de instrumentality, domestic or foreign, ' a delivery and performance by the City of except such as have been obtained, given or accomplished. of the City. (f) The (g) default in the payment edings pending or, to the best , at law or in equity, or before or would materially impair the this greement, the Resolution or , license, exemption of or registration en , commission, board, bureau, agency or r will be necessary for the valid execution, eement, the Note and the related documents, when due of any indebtedness The financial statements of the City for the Fiscal Year ending September 30, 2018, 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, 2018, there has been no material adverse change in the financial condition, revenues, properties or operations of the City that would impair the City's ability to make the Payments on the Note as provided in this Agreement. (h) Any written information, reports and other papers and data prepared by the City and furnished to the Lender by the City were, at the time the same were so furnished, complete and correct in all material respects to the extent necessary to give the Lender a true and accurate knowledge of the subject matter thereof. There is no fact, circumstance or condition which materially and adversely affects or, so far as the City can now foresee, will materially and adversely affect, (i) the financial condition, revenues, properties or operations of the City that would impair the City's ability to make the Payments on the Note as provided in 7 this Agreement, or (ii) the validity or enforceability of, or the authority or ability of the City to perform its obligations under, this Agreement, the Note and the related documents. Section 2.02. General Representations, Warranties and Pledges of the Lender. The Lender hereby represents, warrants and agrees that (1) it is a New York limited liability company 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 incorporation or bylaws, and (2) that it is either 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" under the Securities Act, as set forth in the sophisticated lender letter in Exhibit B attached hereto and incorporated hereby. Section 2.03. Making of Loan. Pursuant to the terms and provisions of this Agre ent, the Lender agrees to make a loan to the City in an amount equal to the Loan Amoun e purpose of financing the cost of the Refunding as set forth in the Closing Memorandums ate of the date hereof. Section 2.04. Note not to be Indebtedness of The Note, when delivered by be nor shall constitute a genera indebtedness of the City, the State meaning of any constitution payable solely from and se manner and to the extent pro t� psuant to the terms of this Agreement, shall not pledge of the faith and credit of, or an p. ical subdivision or agency thereof, within the or charter limitations of indebtedness, but shall be lien upon and pledge of the Pledged Funds, in the ein. No Noteholder shall ever have the right to compel the exercise of the ad valorem to power of the City or taxation in any form on any property therein to pay the Note or the interest thereon or any prepayment thereof. The Note is a special and limited obligation payable as to principal and interest from the Pledged Funds in the manner and to the extent provided herein. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a parity lien only on the proceeds of the Pledged Revenues, all in the manner and to the extent provided herein and in the Resolution. No obligation under this Agreement or the Note shall be or be deemed to be an obligation of any members 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 this Agreement or the Note shall be liable personally thereon or hereon by reason thereof. Section 2.05. Security for Note. (a) The Note shall be secured by and payable from the Pledged Funds. The City does hereby irrevocably pledge the Pledged Funds to the payment of the Note in accordance 8 with the provisions hereof and of the Resolution. The pledge of and lien on the Pledged Funds shall attach at the time of delivery of the Note. The lien on the Pledged Revenues shall be on parity with and equal and ratable to the lien of the Pledged Revenues on the Series 2010B Bonds and the Series 2018 Note. (b) If the Pledged Revenues on deposit in the Note Fund are not sufficient to pay principal and interest on the fifth (5th) day prior to the due date of such payments and other payments required by this Agreement when due, the City hereby covenants and agrees to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Note Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency of the Annual Debt Service Requirement with respect to the Note for the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all required payments hereunder as and when due, including any delinquent payments, shall have been b • geted, appropriated and actually paid into the appropriate Funds and Accounts, here • er; provided, however, that such covenant shall not constitute a lien, either legal or :. ui . e, on any of the City's legally available Non -Ad Valorem Revenues or other rev es, no • all it preclude the City from pledging in the future any of its legally available n- Valorem Revenues or other revenues to other obligations, nor shall it give the Lender a claim on the legally available Non -Ad Valorem Revenues. Anything herein to the contrary n ithstanding, all obligations of the City hereunder shall be secured only by the legally availle Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into Funds and Accounts created hereunder, as provided for herein. The City may not . , •en moneys not appropriated or in excess of its current budgeted revenues. The • ; . do . f the City to budget, appropriate and make payments hereunder from it - ; . - ilable Non -Ad Valorem Revenues is subject to the availability of legally a 1 able •n- d Valorem Revenues after satisfying funding requirements for obligations ing express lien on or pledge of such revenues and after satisfying funding requirements . ssential governmental services 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 in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and 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 or which are legally mandated by applicable law. Notwithstanding the foregoing covenant 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. 9 Section 2.06. Payment Pledge. The City pledges that it shall duly and punctually pay from the Pledged Revenues the Payments at the Payment Dates and at the 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 Debt. The City will not issue any obligations secured by or payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, in each case, having priority to or being on a parity with the lien securing the Note. Notwithstanding the foregoing, the City may at any time or from time to time issue evidence of indebtedness that are payable in whole or in p out of the Pledged Funds if such obligations to be issued are refunding bonds, that is, del' ed in lieu of, or in substitution for, or to provide for the payment of Series 2010B Bonds, - es - , 8 Note or the Note (collectively, "Debt"), if the City shall cause to be delivered a ce cate of ' Finance Director setting forth the Total Debt Service Requirement (i) for the D utstanding and (ii) for all Debt to be immediately outstanding thereafter and stating the Total Debt Service Requirement pursuant to (ii) above is not greater than that • uant to (i) above. Section 2.08. Covenants of the City. (a) The City will f the end of each Fiscal Year Year, which shall include a scope limitations by independe by the City and satisfactory to the Lender, at no cost to the Lender, within 270 days of e annual financial report of the City for such Fiscal eet as of the end of such Fiscal Year, audited without ified public accountants of recognized standing selected ender. (b) The City will furnish to the Lender its Annual Budget no later than thirty (30) days from the first day of each Fiscal Year, and forecasts and such other information as the Lender may require. (c) The City will not repeal or modify the ordinances, resolutions or agreements pursuant to which the City is authorized to impose, collect or receive the Pledged Revenues in a manner that is likely to reduce any component of the Pledged Revenues, except to obligate a successor Stadium Operator. (d) The City shall not use or permit the use of any proceeds of the Note or any other funds of the City, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the City with respect to the Note in any manner, and shall not take or permit to be taken any other action or actions, which would cause the Note to be a "private activity bond" within the meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of 10 Section 149(b), of the Internal Revenue Code of 1986, as amended, or otherwise cause interest on the Note to become subject to federal income taxation. The City shall at all times do and perform all acts and things permitted by law and this Agreement which are necessary or desirable in order to assure that interest paid on the Note will be excluded from gross income for purposes of federal income taxes and shall take no action that would result in such interest not being so excluded. Section 2.09. Audit and Inspection Rights and Records Retention. The Lender agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of the Lender which are directly pertinent to this Agreement and the Note, for the purpose of audit, examination, excerpts, and transcripts which are related to (a) proof of payment, (b) documentation relating to interest rate adjustments in the event of default, and (c) documents determined to be public records. The City may, at reasonable times, and for a period of up to t ee (3) years following the date of final payment by the City to the Lender under this Agree t, audit and inspect, or cause to be audited and inspected, those books, documents, pape records of the Lender which are related to Lender's performance under this Agreem . The L er agrees to maintain any and all such books, documents, papers, and records a s p ' cipal p ace of business for a period of three (3) years after final payment is made under th greement and all other pending matters are closed. [The remaientionally left blank.] 11 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 THOUSAND DOLLARS AND /100 CENTS ($ ) in principal amount. The Note shall be designated as "City of Miami, Florida, Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities 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 delive shall be in the principal amount set forth therein and payable as set forth therein and shall terest from its date at the Interest Rate subject to adjustment as provided herein and • e Note. e Note shall be executed in the name of the City by the City Manager and the sea the ity sh be imprinted, reproduced or lithographed on the Note and attested to and coun ;ned by the City Clerk. In addition, the City Attorney shall sign the Note, showing ova the form and correctness thereof, and the City's Director of Risk Management shal ote, showing approval as to the City's insurance requirements. The signatu ' t ity Manager, the City Clerk, and the City Attorney on the Note may be by fa • If a officer whose signature appears on the Note ceases to hold office before the deli ote, his or her signature shall nevertheless be valid and sufficient for all pur ► _ _ n ' dition, any Note may bear the signature of, or may be signed by, such persons a the a. a me of execution of such Note shall be the proper officers to sign such Note, al gh a r e date of such Note or the date of delivery thereof such persons may not have been su. - icers. Any Note delivered shall be authenticated by the manual signature of the Finan e Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of the Resolution and this Agreement. (c) Interest on the Note shall be payable semi-annually on each Interest Payment Date. Principal of the Note shall be payable annually on each Principal Payment Date, in the manner set forth therein. Interest on the Note shall be calculated on the basis of twelve 30-day months over a 360-day year. (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 the 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 routine servicing of the Loan 12 and the Note. The City agrees to pay the legal fees and costs of counsel to the Lender (not exceeding $ ) and the legal fees and costs of Note Counsel as costs of issuance of the Note and the current refunding and redemption of the Refunded Bonds. Section 3.02. Registration; Assignment and Transfer. 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, that the Note may be transferred only in whole and not in part. Pursuant to Section 6 of the Resolution, the Note shall not be transferred until the new transferee has received prior written consent of the City, which shall not be unreasonably withheld, and has executed and provided to the City a "sophisticated lender letter" in substantially the same form and substance as the "sophis ' . ed lender letter" executed by the Lender in connection with the issuance of the Note, th • , of which is attached hereto and incorporated hereby as Exhibit B. In the case of any h reg . tion of transfer, the City shall execute and deliver in exchange for the Note ew ote r :istered in the name of the transferee. In all cases in which the Note shall be t rred hereunder, the City shall execute and deliver at the earliest practicable time a . Not accordance with the provisions of this Agreement. The City may make a charge h registration of transfer of a Note sufficient to reimburse it for any tax o - er ; rnmental charges required to be paid to an entity other than the City with respe- o s h r: 'stration of transfer, but no other charge shall be made for registering the trans • e granted. The Note shall be issued in fully registered form and shall be plawful coin or currency of the United States. The registration of fer o he Note on the registration books of the City shall be deemed to effect a transfer of t i. s and obligations of the Lender under this Agreement to the transferee. Thereafter, such ansferee 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. 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. The registered owner of the Note is hereby granted power to transfer absolute title thereof by assignment thereof to a bona fide purchaser for value (present or antecedent) 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; provided, however, that the Note may be transferred only in whole and not in part and only to an "accredited investor" or "qualified institutional buyer" which has received prior written consent of the City, which shall not be unreasonably withheld, and which has executed and provided the required "sophisticated lender letter" to the City prior to such transfer. Any transferee by acceptance of the Note shall be deemed to certify that it is an "accredited investor" or a "qualified institutional buyer." 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 13 every such bona fide purchaser, and every such bona fide purchaser shall acquire absolute title thereto and to all rights represented thereby. 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 the City's Risk Management Director, the City Attorney and Note Counsel. Section 3.03. Optional Prepayment. The Note shall not be subject to prepayment at the option of the City prior to July 1, 2029. On or after July 1, 2029, the Note shall be subject to prepayments at the option of the City in whole on any Interest Payment Date at the prepayment price equal to 100% of the principal amount of the Note. The Note may be prepaid in part on any Inte; conditions: (i) from proceeds other than refund transaction; (iii) in a minimum amount of $500,0 and (iv) provided that any such prepaymen order of maturity. Notwithstanding the foreg earnings remaining in the escrow ac Such prepayment sh Section 3.04. Note Fund. Date, subject to the following once per calendar year per in a maximum amount of $5,000,000; p outstanding loan principal in inverse ay prepay the Note at anytime from excess the Escrow Deposit Agreement. in immediately available funds. (a) The City shall establish in the accounting system of the City a separate accounting line item designation for the "Note Fund — Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project)" (the "Note Fund") and therein a principal account (the "Principal Account") and an interest account (the "Interest Account"). (b) On the fifth (5th) day preceding each Interest Payment 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, from Pledged Revenues, amounts which, together with funds on deposit therein, will be sufficient to pay the interest payable on the Notes on the immediately succeeding Interest Payment Date. (c) On the fifth (5th) day preceding each Principal Payment and continuing thereafter so long as the Note is outstanding, after deposit to the Interest Account pursuant to paragraph (b) above, the City shall deposit to the credit of the Principal Account of the Note 14 Fund, from Pledged Revenues, amounts which, together with 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 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 ti possession of or deposited with the City or an Authorize for application in accordance with the terms and provi trust and applied only in accordance with the provisi (f) Moneys held for the credit of the Authorized Investments. Such investments not later than the respective dates, as estimat of the Note Fund will be needed to paycip e may be owned or held in the epository designated by the City this Agreement shall be held in greement. and may be invested by the City in ents shall mature or become available that the moneys held for the credit "rest on the Note when due. [The •riage intentionally left blank.] 15 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 those items described in Section 6 of the Forward Commitment Letter and such additional certificates, instruments and other documents as the Lender, or its counsel or Note Counsel, or the City Attorney, may deem necessary or appropriate. 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 follows: (i) $ (plus $ fro he d service fund of the Refunded Bonds) shall be irrevocably deposited with t Es row A nt under the Escrow Deposit Agreement and applied only in the mannerdesed therein; and (ii) $ shall be applied to a 4he costs and expenses of issuing the Note, including the payment of ees of coin to the Lender, the Note Counsel, the Financial Advisor, the verific.s . ent and the Escrow Agent; as provided in written instructions ' Clos g Memorandum to be delivered by the City's Financial Advisor in connecti uance of the Note. [The remainder of page intentionally left blank.] 16 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 after five (5) days after the due date; or (b) The City shall fail to make any other payments due hereunder when due; or (c) Failure by the City to observe and perform any pledge, condition or agreement on its part to be observed or performed by it in any material respect under this Agreement or the Resolution other than as referred to in clause (a) or (b) five (45) days after written notice specifying such failure been given to the City by the Noteholder; provi judgment of the Noteholder, the City is proceedi which, if prosecuted with due diligence, cannot b days, then such period shall be increased to s ch ext to diligently complete such curative action the date of such written notice witho unreasonably withheld; or (d) There shall occur City of a voluntary petitio bankruptcy, or adjudication of its creditors, or appointme his Section, for a period of forty- equesting that it be remedied has er, that if, in the reasonable action to cure such failure eted within a period of forty-five (45) as shall be necessary to enable the City t in excess of ninety (90) days from e Lender, whose consent shall not be lution or liquidation of the City, or the filing by the cy, or the commission by the City of any act of as a bankrupt, or assignment by the City for the benefit eceiver for the City, or the entry by the City into an agreement of composition with 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 (e) 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 (g) Non -appealable judgments in an amount in the aggregate in excess of Five Million Dollars ($5,000,000.00) shall be entered or filed against the City and remain unvacated, unpaid, unbonded or unstayed for a period of ninety (90) days. Section 5.02. Remedies. If any such Event of Default shall have occurred, the Noteholder may seek enforcement of all remedies available to it under law. If an Event of Default shall have occurred and be 17 continuing, the Noteholder shall not have the right to declare the Note to be immediately due and payable. Upon the occurrence and continuation of an Event of Default any interest on the Note which shall remain unpaid past the scheduled Payment Dates, shall bear interest at the Default Rate until all amounts then due under the Note are paid in full. [The remainder of page intentionally left blank.] (< <-\''' c,t 18 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 duly authorized respective representatives of 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 this Agreement, it shall not be necessary to produce or account for more than one such erpart. 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 Instrued and enforced to the end that the transactions contemplated hereby, be effected d the obligations contemplated hereby be enforced, as if such illegal or invalid' e, prosion or section had not been contained herein. Section 6.04. Term of Agree This Agreement shall be in ull 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. The Lender may only assign and transfer the Note or its obligations hereunder in accordance with provisions of 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 18 the City, City of Miami, 444 S.W. 2nd Avenue, Miami, FL 33130, Attention: Finance Director, 6th Floor, with a copy to the City Attorney, City of Miami, 9th Floor, 444 S.W. 2nd Avenue, Miami, Florida 33130 and to the Lender, Capital One Public Funding, LLC, 1307 Walt Whitman Road, 3rd Floor, Melville, New York 11747 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 of Florida 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, THE RESOLUTION, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUAN ' 0 THIS AGREEMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, C ' . CTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE 1 S• ER ARISING BETWEEN THE CITY AND THE LENDER REGARDING SUCH MaTTERS, THE CITY AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN CONNECT,N WITH ANY SUCH LITIGATION. Section 6.09. Consent to Jurisdiction; Venue; In the event that any acti connection with or arising out of delivered pursuant to this enforcement thereof, to th irrevocably consent to the ex District of Florida and by the Ci proceeding is brought with respect to, in , the Resolution or the Note, or any instrument he validity, protection, interpretation, collection or rmitted by law, the City and the Lender hereby (i) jurisdiction by the United States District Court, South 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. The City and the Lender acknowledge and agree that this Agreement and the Note are public records within the meaning of Florida Public Records laws. Should the City receive a request to copy or inspect a public record that the City does not possess, but the City believes the Lender may possess, the City shall forward such public records request to the Lender in writing and the City and the Lender shall work together expeditiously to determine whether the Lender possesses such public record and if so to comply with the request. Provided, that should the Lender believe (1) that any public records request is subject to an exemption for the Lender under the Florida Public Records laws, or (2) that the Florida Public Records laws do not apply to the Lender with respect to the public records request, the Lender shall so notify 19 the City in writing. If the City disagrees with the position of the Lender then the City may take such further action as it deems necessary to enforce production of the document or other record in question. In addition, if the Lender receives a request to copy or inspect a public record from any party other than the City or another governmental agency, the Lender shall not honor the request. Rather, the Lender shall forward the request to the City and the provisions and procedures in the preceding paragraph shall be applied to the forwarded request. IF THE LENDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LENDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, ALL EXHIBITS HERETO, AND THE NOTE, PLEASE CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE LENDER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI FINANCE DEPARTMENT WHO IS ADM STERING THIS AGREEMENT AND THE NOTE. Section 6.11. Indemnification. To the extent permitted by law (in not limited to, the provisions and limitations of section 768.28, Florida tes, amended from time to time), and without waiving any sovereign immunity, is lim tions inuring to the benefit of the City, as a Florida municipal corporation, the ag to indemnify the Lender and its respective directors, officers and emplo s (the "idemnified Parties"), and to defend and hold each Indemnified Party harmles om an gRnst any and all litigation, awarded damages, actual financial losses, actual finan liabi es, and reasonable expenses (including all reasonable fees and charges of external co and all reasonable expenses of litigation and preparation therefor) which any Indemnified arty may incur in connection with or arising out of or relating to the litigation of matters referred to in this Agreement, the Resolution or the Note, whether (a) arising from or incurred in connection with any breach of a representation, warranty or pledge by the City, or (b) arising out of or resulting from any actual suit, action, proceeding or governmental investigation, whether based on statute, regulation or order, or contract, before any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any litigation, damages, losses, liabilities, fees, charges, and expenses solely attributable to an Indemnified Party's negligence or willful misconduct, nor to any of the foregoing in pro rata contribution amount attributable to such Indemnified Party's negligence or willful misconduct. The City may participate at its expense in the defense of any such action or claim. Any payments to become due under this Section shall be paid under and subject to the same terms provided in Section 2.06 hereof. 20 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 page intentionally left blank.] (< <-\''' O 21 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. CITY OF MIAMI, FLORIDA, a municipal (OFFICIAL SEAL) corporation ATTESTED AND COUNTERSIGNED: By: Todd B. Harmon, City Clerk By: Emilio T. Gonzalez, City Manager Approved as to Form and Correctness: ictoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -Marie Sharpe, Director of Risk Management [Signature Page to Loan Agreement] S-1 CAPITAL ONE PUBLIC FUNDING, LLC, a New York limited liability company By: [Jonathan A. Lewis] [Manager and President] [Signature Page to Loan Agreement] S-2 EXHIBIT A Form of Note EACH HOLDER OF THIS NOTE ACKNOWLEDGES BY BECOMING A HOLDER THAT IT 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. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLINS STADIUM PARKING FAC TIES PROJECT) Principal Sum Interest Rate D. of Iss ce Final Maturity Date $ 3.95% 2020 July 1, 2039 The CITY OF MIAMI (the "City"), created and existing under and by virtue of the laws of the State of Florid. va ece ed, hereby promises to pay, solely from the Pledged Funds described here' • o t i or. of Capital One Public Funding, LLC as the registered owner of this Note or its assigns (the "Noteholder"), the Principal Sum specified above loaned to the r t to that certain Loan Agreement by and between the City and Capital One Publi ' undin; L , dated as of , 2020 (the "Agreement"), and to pay interest on the outsta . g • , ance of such Principal Sum from the Date of Issuance specified above or from the most nt date to which interest has been paid at the Interest Rate per annum specified above (the "Interest Rate," subject to adjustment as hereinafter provided) on July 1 and January 1 of each year, commencing July 1, 2020 until such Principal Sum shall have been paid, mailed by draft or check or such other means as is required by the Noteholder to the Noteholder as it appears on the books of the Finance Director of the City, as bond registrar (the "Registrar"), at the close of business on the fifteenth (15th) day (whether or not a business day) before such payment is due or as otherwise provided in the Agreement. The Principal Sum hereof shall be payable in annual installment payments on the Principal Payment Date and in the amounts as described in Schedule I. 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, the Charter of the City, Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. R-09-0509, adopted on October 27, 2009, as amended A-1 and supplemented, and Resolution No. R-19- , adopted on March 14, 2019 (collectively, the "Resolution"); and other applicable provisions of law (collectively, the "Act"); 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 finance (i) a portion of the cost of current refunding and redeeming the Refunded Bonds and (ii) related closing costs (collectively, the "Refunding"), as described in the Agreement. This Note is secured by and shall be payable from the Pledged Funds as described in and in accordance with the Agreement. "Pledged Funds" means collectively (i) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to the Loan Agreement and therein pledged to secure the Note, including the Pledged Revenues. "Pledged Revenues" means collectively subject to the prior pledge for the Series 2010B Bonds and the Series 2018 Note, (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge, all as defined in thZesolution. This Note shall bear interest from its Dat specified above on the basis of twelve 30-day mon All Payments made by the City here the principal amount then due on this N. te. This Note shall not be subj 2029. On or after July 1, 2029, this N in whole on any Interest Pay amount of the Note. ance the Interest Rate per annum a 360-day year. first to accrued interest, and then to ent at the option of the City prior to July 1, al . • subject to prepayments at the option of the City the prepayment price equal to 100% of the principal This Note may be prepaiart on any interest payment date, subject to the following conditions: (i) from proceeds other than refunding sources; (ii) once per calendar year per transaction; (iii) in a minimum amount of $500,000; (iv) in a maximum amount of $5,000,000; and (iv) provided that any such prepayment is applied to outstanding loan principal in inverse order of maturity. Such prepayment shall be made in immediately available funds. This Note, when delivered by the City pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the City or of the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Funds, as provided in the Agreement and the Resolution. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or the State of Florida, or taxation in any form on any property therein to pay this Note or the interest thereon, or any prepayment thereof. This Note is a special and limited obligation payable as to principal and interest from the Pledged Funds in the manner and to the extent provided herein. This Note and the indebtedness evidence hereby shall not constitute a lien upon any real or personal property A-2 of the City, but shall constitute a parity lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided in the Agreement and in the Resolution. 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 during the continuation of an Event of Default, this Note shall bear interest at the Default Rate (as defined in the Agreement) 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, the Resolution 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, the Resolution 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 h due time, form and manner as required by law, and tha all other obligations of the City under the Agr constitutional or statutory limitation. ened and have been performed in suance of this Note, together with s not exceed or violate any [Remainder of Page Irate ly t Blank; Signature Page Follows.] sow cs A-3 IN WITNESS WHEREOF, the City of Miami, Florida, caused this Note to be signed by the manual signature of 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: By: Todd B. Harmon, City Clerk A-4 CITY OF MIAMI, FLORIDA, a municipal corporation By: Emilio T. Gonzalez, City Manager Ap. •v• .s to Form and Correctness: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -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. Dated the Date of Issuance set forth above. CITY OF MIAMI, FLORIDA, FINANCE DIRECTOR, as Registrar By: Erica T. Paschal -Darling, Finance Director <‹1 <\jP** 10 A-5 4845-7104-5973.5 SCHEDULE I Annual Principal Installment Payments Date Principal Amount July 1, 2020 $ July 1, 2021 July 1, 2022 July 1, 2023 July 1, 2024 July 1, 2025 July 1, 2026 July 1, 2027 July 1, 2028 July 1, 2029 July 1, 2030 July 1, 2031 July 1, 2032 July 1, 2033 July 1, 2034 July 1, 2035 July 1, 2036 July 1, 2037 July 1, 2038 July 1, 2039 Interest Amount $ Total $ A-6 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfer to Minors Act of (State) Additional abbreviations may also be uid tho not in list above. A-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within note and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guar by an institution which is a particip Securities Transfer Agent Med (STAMP) or similar progra am NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within note in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. A-8 EXHIBIT B Form of Sophisticated Lender's Letter LENDER CERTIFICATE This is to certify that (the "Lender") has not required the City of Miami, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the its $ Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking Facilities Project) (the "Note"), and no inference should be drawn that the Lender, in the acceptance of said Note, is relying on Note Counsel or the City Attorney as to any such matters other than the legal opinions rendered by Note Counsel and by the City Attorney. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. R-19- _ adopted by the City Commiss of the Issuer on March 14, 2019 and the Loan Agreement between the Issuer and the der dated , 2020 (the "Loan Agreement"). The Lender certifies as follows: 1. Lender has full power and authori deliver this Certificate and make the re . • enta 2. Lender is a lender making loans and repayment o has knowledge and exper evaluating the Issuer, the N by the Note; has the ability to b ry on its business as now conducted, s . : certifications contained herein. t ends credit to state and local governments by which are evidenced by obligations such as the Note; al and business matters that make it capable of risks associated with the extension of credit evidenced e economic risk of extending the credit evidenced by the Note; and is a limited liability company controlled by a bank, and engaged in the primary business of extending credit and making loans to state and local governments and non-profit entities and has total assets in excess of $1 billion. Lender is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its extension of credit evidenced by the Note. 3. Lender is aware that the extension of credit involves various risks, that the Note is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Note is secured solely from the sources described in the Loan Agreement. 4. Lender has conducted its own investigation of the financial condition of the Borrower, the purpose for which the Note is being executed and delivered and of the security for the payment of the principal of and interest on the Note, and has obtained such information regarding the Note and the Issuer and its operations, financial condition and financial prospects B-1 as Lender deems necessary to make an informed lending decision with respect to its extension of credit evidenced by the Note. 5. Lender is extending credit to the Issuer evidenced by the Note as a vehicle for making a commercial loan for its own loan account, with the present intention of holding the Note to maturity or earlier prepayment and not with a present view towards a resale or other distribution to the public., provided that Lender retains the right at any time to dispose of the Note or any interest therein or portion thereof, but agrees that any such sale, transfer or distribution by Lender shall be made in accordance with applicable law and the provisions of the Note and related documents. Lender is not acting as a broker or other intermediary. [We understand that the Note may not be transferred in a denomination less than the outstanding principal amount of the Note.] 6. Lender acknowledges that the Note (a) has not been registered under the Securities Act of 1933, as amended, and has not been registered or otherwise qualified for sale under the securities laws of any state and that neither the suer, Note Counsel nor the City Attorney shall have any obligation to effect any such reg • - tion or qualification, (b) will not be listed on any securities exchange and (c) there is no abh • d market for the Note and that none is likely to develop. Lender understands an evidenced by the Note is not intended to be s promulgated under the Securities Exchange ; of its extension of credit evidenced by the N prepared, any official statement, privat 7. Lender is an "accre 1933, as amended, and Regul under Rule 144A under the that (i) its extension of credit to the requirements of Rule 15c2-12 as amended and (ii) in connection with r has not prepared or caused to be memorandum or other offering document. within the meaning of the Securities Act of under, or a "qualified institutional buyer" (as defined 8. Lender is acting for its own loan account and not as a fiduciary for the Issuer or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal advisor or fiduciary. It has not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the Issuer (including to any financial advisor or any placement agent engaged by the Issuer) with respect to the structuring, issuance, sale or delivery of the Note. Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, to the Issuer (or any financial advisor or any placement agent engaged by the Issuer) with respect to the transactions relating to the structuring, issuance, sale or delivery of the Note and the discussions, undertakings and procedures leading thereto. Each of the Issuer and its financial advisor has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to the Note from its own financial, legal, tax and other advisors (and not from the undersigned or its affiliates) to the extent that the Issuer or its financial advisor desires, should or needs to obtain such advice. The undersigned expresses no view regarding the legal sufficiency of its representations for purposes of B-2 compliance with any legal requirements applicable to any other party, including but not limited to the Issuer's financial advisor, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the Issuer's financial advisor, with respect to any such matters. The transactions between the Issuer and Lender are arm's length, commercial transactions in which Lender is acting and has acted solely as a principal and for its own interest and Lender has not made recommendations to the Issuer or any financial advisor engaged by the Issuer with respect to the transactions relating to the Note. Dated the day of , 2020. [LENDER] (< ‹s'' O B-3 EXHIBIT C Lender's Corporate Authorization [Attached] C-1 EXHIBIT D Cumulative Debt Obligations pursuant to Section 3G of the Resolution (< <-\''' O D-1 Form of Note EACH HOLDER OF THIS NOTE ACKNOWLEDGES BY BECOMING A HOLDER THAT IT 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. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLINS STADIUM PARKING FACILITIES PROJECT) Principal Sum Interest Rate 3.95% Date of uance Final Maturity Date July 1, 2039 The CITY OF MIAMI (the "City"), a munici . i eated and existing under and by virtue of the laws of the State of Florida, for value igis,eive. ' ereby promises to pay, solely from the Pledged Funds described herein, to the orr o e a. al One Public Funding, LLC as the registered owner of this Note or its successors or assi; s (the "Noteholder"), the Principal Sum specified above loaned to the City pursuant to that certain Loan Agreement by and between the City and Capital One Public Funding - pay interest on the outstandin above or from the most rece specified above (the "Interest January 1 of each year, commen dat& as of , 2020 (the "Agreement"), and to uch Principal Sum from the Date of Issuance specified interest has been paid at the Interest Rate per annum ject to adjustment as hereinafter provided) on July 1 and my 1, 2020 until such Principal Sum shall have been paid, mailed by draft or check or such other means as is required by the Noteholder to the Noteholder as it appears on the books of the Finance Director of the City, as bond registrar (the "Registrar"), at the close of business on the fifteenth (15th) day (whether or not a business day) before such payment is due or as otherwise provided in the Agreement. The Principal Sum hereof shall be payable in annual installment payments on the Principal Payment Date and in the amounts as described in Schedule I. 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, the Charter of the City, Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. R-09-0509, adopted on October 27, 2009, as amended and supplemented, and Resolution No. R-19- , adopted on March 14, 2019 (collectively, the "Resolution"); and other applicable provisions of law (collectively, the "Act"); and is subject to A-1 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 finance (i) a portion of the cost of current refunding and redeeming the Refunded Bonds and (ii) related closing costs (collectively, the "Refunding"), as described in the Agreement. This Note is secured by and shall be payable from the Pledged Funds as described in and in accordance with the Agreement. "Pledged Funds" means collectively (i) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to the Loan Agreement and therein pledged to secure the Note, including the Pledged Revenues. "Pledged Revenues" means collectively subject to the prior pledge for the Series 2010B Bonds and the Series 2018 Note, (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge, all as defined in the Resolution. This Note shall bear interest from its Date of Issue at the Interest Rate per annum specified above on the basis of twelve 30-day months ov: . ' 60-day year. All Payments made by the City hereon shaJpply first accrued interest, and then to the principal amount then due on this Note. This Note shall not be subject to prep On or after July 1, 2029, this Note shall be su whole on any Interest Payment Dat amount of the Note. option of the City prior to July 1, 2029. epayments at the option of the City in ayment price equal to 100% of the principal This Note may be prepaid " .a�n any interest payment date, subject to the following conditions: (i) from proceeds other an refunding sources; (ii) once per calendar year per transaction; (iii) in a minimum amo •f $500,000; (iv) in a maximum amount of $5,000,000; and (iv) provided that any such prepnt is applied to outstanding loan principal in inverse order of maturity. Such prepayment shall be made in immediately available funds. This Note, when delivered by the City pursuant to the terms of the Agreement and the Resolution, shall not be or constitute an indebtedness of the City or of the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Funds, as provided in the Agreement and the Resolution. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or the State of Florida, or taxation in any form on any property therein to pay this Note or the interest thereon, or any prepayment thereof. This Note is a special and limited obligation payable as to principal and interest from the Pledged Funds in the manner and to the extent provided herein. This Note and the indebtedness evidence hereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a parity lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided in the Agreement and in the Resolution. A-2 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 during the continuation of an Event of Default, this Note shall bear interest at the Default Rate (as defined in the Agreement) 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, the Resolution 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, the Resolution 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 Intentional) Left Bloc; Signature Page Follows.] is?iiiiip A-3 IN WITNESS WHEREOF, the City of Miami, Florida, caused this Note to be signed by the manual signature of 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. CITY OF MIAMI, FLORIDA, a municipal (OFFICIAL SEAL) corporation ATTESTED AND COUNTERSIGNED: By: Todd B. Hannon, City Clerk A-4 By: Emilio T. Gonzalez, City Manager Approved as to Form and Correctness: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -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. Dated the Date of Issuance set forth above. CITY OF MIAMI, FLORIDA, FINANCE DIRECTOR, as Registrar By: Erica T. Paschal -Darling, Finance Director <‹1 <\jP** 10 A-5 SCHEDULE I Annual Principal Installment Payments Date Principal Amount July 1, 2020 $ July 1, 2021 July 1, 2022 July 1, 2023 July 1, 2024 July 1, 2025 July 1, 2026 July 1, 2027 July 1, 2028 July 1, 2029 July 1, 2030 July 1, 2031 July 1, 2032 July 1, 2033 July 1, 2034 July 1, 2035 July 1, 2036 July 1, 2037 July 1, 2038 July 1, 2039 Interest Amount $ Total $ A-6 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN-- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfer to Minors Act of (State) Additional abbreviations may also be uid tho not in list above. A-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within note and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guar by an institution which is a particip Securities Transfer Agent Med (STAMP) or similar progra am NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within note in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. A-8