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HomeMy WebLinkAboutExhibit BEXHIBIT-B Form of LOAN AGREEMENT (final form and all exhibits/attachments thereto to be completed at closing) BMO Draft #3 5/21/2021 *To be finalized at closing. LOAN AGREEMENT* by and between CITY OF MIAMI, FLORIDA and STERLING NATIONAL BANK Dated June 17, 2021 relating to $27,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REVENUE BOND SERIES 2021 (UNDERGROUNDING PROJECT) TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS. 1 SECTION 2. INTERPRETATION. 4 SECTION 3. THE LOAN. 4 SECTION 4. DESCRIPTION OF BOND. 4 SECTION 5. EXECUTION OF BOND 5 SECTION 6. REGISTRATION AND TRANSFER OF BOND 6 SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST 7 SECTION 8. FORM OF BOND. 7 SECTION 9. SECURITY FOR BOND; BOND NOT DEBT OF THE CITY 7 SECTION 10. BOND FUND 9 SECTION 11. COVENANTS OF THE CITY. 9 SECTION 12. REPRESENTATIONS AND WARRANTIES 10 SECTION 13. CONDITIONS PRECEDENT. 11 SECTION 14. NOTICES. 12 SECTION 15. EVENTS OF DEFAULT DEFINED. 13 SECTION 16. REMEDIES. 14 SECTION 17. JURY TRIAL 14 SECTION 18. CONSENT TO JURISDICTION; VENUE; ATTORNEYS' FEES 14 SECTION 19. PUBLIC RECORDS LAWS 14 SECTION 20. NO PERSONAL LIABILITY. 15 SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS 15 SECTION 22. PRIVATELY NEGOTIATED LOAN. 15 SECTION 23. AMENDMENTS, CHANGES AND MODIFICATIONS. 15 SECTION 24. BINDING EFFECT. 16 SECTION 25. SEVERABILITY. 16 SECTION 26. EXECUTION IN COUNTERPARTS 16 SECTION 27. APPLICABLE LAW 16 i SECTION 28. PARTICIPATION OF LOAN AGREEMENT AND BOND FROM THE LENDER TO SNFC 16 EXHIBIT A - FORM OF BOND ii LOAN AGREEMENT This LOAN AGREEMENT is made and entered into as of June 17, 2021 by and between CITY OF MIAMI, FLORIDA, a municipal corporation duly created and validly existing under the laws of the State of Florida (the "City"), and STERLING NATIONAL BANK, a national banking association (the "Lender"). WITNESSETH: WHEREAS, the City has previously determined that it is necessary for the continued preservation of the welfare of the City and its citizens to acquire and finance the Project (as hereinafter defined). Issuance of the Bond (as hereinafter defined) to acquire the Project satisfies a public purpose. WHEREAS, the Lender has agreed to provide the City with a loan to finance the Project; and WHEREAS, pursuant to the Resolution (as hereinafter defined), the City has determined that it is in the best interest of the health, safety and welfare of the City and the inhabitants thereof that the City pledge the Pledged Revenues (as hereinafter defined) to secure the obligations of the City to repay the principal of and interest on the Bond and all other amounts payable hereunder when due; and WHEREAS, the obligation of the City to repay principal of and interest on the Bond will not constitute a general obligation or indebtedness of the City as a "bond" within the meaning of any provision of the Constitution or laws of the State, but shall be and is hereby declared to be a special, limited obligation of the City, secured solely by the Pledged Revenues; and WHEREAS, the City is not authorized to levy taxes on any property of or in the City to pay the principal of or interest on the Bond or to make any other payments provided for herein; and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: "Act" means Chapter 166, Florida Statutes, as amended, the City Charter, and other applicable provisions of law. "Annual Debt Service Requirement" means with respect to the Bond, for a given Fiscal Year, the sum of: (i) the amount required to pay the interest coming due on the outstanding Bond during that Fiscal Year, and (ii) the amount required to pay the principal coming due on the outstanding Bond for that Fiscal Year. "Authorized Issuer Representative" means the City Manager or his designee. "Authorized Investments" means any investment, obligation, agreement or other financial instrument to the extent not inconsistent with the terms of the investment policy of the City and applicable law. "Bond" means the $27,000,000 City of Miami, Florida Special Obligation Revenue Bond, Series 2021 (Undergrounding Project) authorized by the Resolution. "Bond Counsel" means Bryant Miller Olive P.A., or other nationally recognized bond counsel firm. "Bond Year" means a 12-month period commencing on January 1 and ending on December 30, except for the first period which commences on the date of issuance of the Bond. "Business Day" means any day of the year other than a day on which the Lender or the City are lawfully closed for business. "Chief Financial Officer" means the Chief Financial Officer of the City. "City" means the City of Miami, Florida, a municipal corporation duly organized under the laws of the State. "City Attorney" means Victoria Mendez, Esq. or any assistant City Attorney. "City Clerk" means the City Clerk of the City, or any assistant or deputy City Clerk of the City. "City Commission" means the City Commission of the City of Miami, Florida, as the governing body of City. "City Manager" means the City Manager of the City or the City Manager's designee. "Code" means the Internal Revenue Code of 1986, as amended. "Date of Delivery" means June 17, 2021. "Default" means an Event of Default as defined and described in Section 15 hereof. "Director of Risk Management" means the Director of Risk Management of the City. "Fiscal Year" means the period commencing on October 1 of each year and continuing through the succeeding September 30, or such other period as may be prescribed by law. 2 "Finance Director" means the Finance Director of the City. "Interest Payment Date" means each January 1 and July 1, through the Maturity Date commencing January 1, 2022. "Interest Rate" means the rate of interest payable on the Bond authorized by the Resolution and set forth in the Bond. "Lender" means Sterling National Bank, a national banking association and its successors and/or assigns. "Loan" means the advance of moneys from the Lender to the City pursuant to this Loan Agreement. "Loan Agreement" means this loan agreement between the Lender and the City setting forth the terms and details of the Loan. "Maturity Date" means December 1, 2035. "Maximum Annual Debt Service" means the greatest Annual Debt Service Requirement due or coming due in the then current or any subsequent Fiscal Year. "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, only to the extent that such revenues are legally available to pay the principal of and interest on the Bond. "Paying Agent" means the Finance Director. "Payments" means all amounts payable by the City of principal, interest and prepayment penalty, if any, on the Bond, and all other amounts payable by the City pursuant to this Loan Agreement. "Person" or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities, and natural persons. "Pledged Revenues" means (1) Non -Ad Valorem Revenues deposited into the Bond Fund by the City pursuant to a covenant to budget and appropriate established by the Loan Agreement, and (2) income received from the investment of moneys deposited into the funds and accounts established by the Loan Agreement. "Principal Amount" means Twenty -Seven Million Dollars ($27,000,000). 3 "Principal Payment Date" means each January 1, through the Maturity Date commencing January 1, 2022. "Project" means the construction and installation of 138 kilovolt Transmission Facilities underground on the route within the City to connect Florida Power & Light Company's ('FPL") Coconut Grove substation to an existing 138 kilovolt underground transmission line between FPL's Miami substation and FPL's Key Biscayne substation pursuant to and as described in the New Underground Transmission Facilities Construction Contribution Agreement between the City and FPL dated November 2017. "Register" means the books maintained by the Registrar in which are recorded the name and address of the Registered Owner of the Bond. "Registered Owner" means the person in whose name the ownership of the Bond is registered on the books maintained by the Registrar. The initial Registered Owner shall be the Lender or its successors and assigns. "Registrar" means the Finance Director. "Resolution" means Resolution No. adopted June 10, 2021 authorizing the execution and delivery of the Bond and this Loan Agreement. "State" means the State of Florida. SECTION 2. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Loan Agreement and all the terms and provisions hereof (a) have been negotiated between the City and the Lender; (b) shall not be construed strictly in favor of or against either party hereto; and (c) shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 3. THE LOAN. A. Loan. The Lender hereby makes and the City hereby accepts the Loan, upon the terms and conditions set forth herein. B. Disbursement of Proceeds. Proceeds of the Loan shall be delivered to the City on the Date of Delivery in immediately available funds. The proceeds of the Bond shall be applied to pay the costs of the Project and to pay costs of issuance. SECTION 4. DESCRIPTION OF BOND. The obligation of the City to repay the Loan shall be evidenced by the Bond. The Bond shall be dated as of the Date of Delivery; shall mature on the Maturity Date; and shall be in registered form. 4 A. Interest. The Interest Rate on the Bond shall be a fixed rate of interest equal to 2.46%. Interest on the Bond shall be calculated using a 360-day year consisting of twelve 30-day months. Interest on the Bond shall be paid annually on each Interest Payment Date. On each Principal Payment Date, the City shall pay an annual installment of the outstanding principal due on the Bond in an amount specified in Schedule 1 attached to the Bond. B. Prepayment. The Bond will not be subject to prepayment prior to January 1, 2026. On July 1, 2026, and any Interest Payment Date or Principal Payment Date thereafter through and including July 1, 2028, and upon at least 30 days' prior written notice to the Lender, the Bond shall be subject to prepayment at the option of the City, in whole or in part, on any Interest Payment Date or Principal Payment Date, by paying to the Lender the principal amount of the Bond being prepaid, together with the unpaid interest accrued to the date of such prepayment, plus a prepayment premium of 1% of the prepaid principal. On January 1, 2029 and any Interest Payment Date or Principal Payment Date thereafter, upon at least 30 days' prior written notice to the Lender, the Bond shall be subject to prepayment at the option of the City, in whole or in part, on any Interest Payment Date or Principal Payment Date, with no penalty or premium, by paying to the Lender the principal amount of the Bond being prepaid, together with the unpaid interest accrued to the date of such prepayment. Any partial redemption shall (i) occur on an Interest Payment Date or a Principal Payment Date, (ii) occur no more than once during any consecutive 12-month period, (iii) be in a principal amount of not less than $1,000,000 and not more than $2,000,000, and (iv) be applied to the then remaining principal repayment schedule in inverse order of installments coming due. C. Reserve Fund. No Reserve Fund is required for the Loan. D. Transfer Provisions. The Lender may transfer the Bond in whole only. Any Registered Owner shall, prior to becoming a registered owner, execute a lender's certificate in the form attached to the Resolution certifying, among other things, that it is either an "accredited investor" as such term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D thereunder or a "qualified institutional buyer" as defined in Rule 144A of the Securities Act. SECTION 5. EXECUTION OF BOND. The Bond 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 Interest Rate provided herein and in the Bond. The Bond 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 Bond and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Bond, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Bond, showing approval as to the City's insurance requirements. The signatures of the City Manager, 5 the City Clerk, and the City Attorney on the Bond may be by facsimile or other electronic signatures. If any officer whose signature appears on the Bond ceases to hold office before the delivery of the Bond, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond, although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Any Bond delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Bond so authenticated shall be entitled to the benefits of the Resolution and this Loan Agreement. SECTION 6. REGISTRATION AND TRANSFER OF BOND. (a) The City shall keep at the office of the Finance Director in the City's records the registration of the Bond and the registration of transfers of the Bond as provided in this Loan Agreement. The transfer of the Bond may be registered only upon the books kept for the registration of the Bond and registration of transfer thereof upon surrender thereof to the City together with an assignment duly executed by the Registered Owner or its attorney or legal representative in the form of the assignment set forth on the form of the Bond attached as Exhibit A to this Loan Agreement; provided, however, the Bond 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 Bond a new Bond registered in the name of the transferee. In all cases in which the Bond shall be transferred hereunder, the City shall execute and deliver at the earliest practicable time a new Bond in accordance with the provisions of this Agreement. The City may make a charge for every such registration of transfer of the Bond 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 Bond shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. The registration of transfer of the Bond on the registration books of the City shall be deemed to effect a transfer of the rights and obligations of the Lender under this Loan Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Lender under this Loan Agreement and shall be bound by all provisions of this Loan 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 Loan Agreement and the Bond. (b) The Registered Owner 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 Registered Owner 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 Bond. 6 (c) Every prior Registered Owner shall be deemed to have waived and renounced all of such Registered 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. (d) In the event the Bond is mutilated, lost, stolen, or destroyed, the City shall execute a new Bond of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City, and in the case of any lost, stolen, or destroyed Bond, there first shall be furnished to the City evidence of such loss, theft or destruction together with an indemnity satisfactory to it. SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST. In case the Bond shall be mutilated, or be destroyed, stolen or lost, upon the Registered Owner furnishing the Registrar satisfactory indemnity and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses as the City may incur, the Registrar shall issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Bond, if any, destroyed, stolen or lost, or in exchange and substitution for such mutilated Bond, upon surrender of such mutilated Bond, if any, to the Registrar and the cancellation thereof; provided however, if the Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the City may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof. Any Bond surrendered under the terms of this Section 7 shall be cancelled by the Registrar. Any such new Bond issued pursuant to this section shall constitute an original, additional contractual obligation on the part of the City whether or not, as to the new Bond, the lost, stolen or destroyed Bond be at any time found by anyone, and such new Bond shall be entitled to equal and proportionate benefits and rights as to security for payment to the same extent as the Bond originally issued hereunder. SECTION 8. FORM OF BOND. The Bond shall be in substantially the form attached hereto as Exhibit A, with such variations, omissions and insertions as may be necessary, desirable and authorized or permitted by this Loan Agreement. SECTION 9. SECURITY FOR BOND; BOND NOT DEBT OF THE CITY. The payment of the principal of and interest on the Bond shall be secured forthwith solely by a lien upon and pledge of the Pledged Revenues. The principal of and interest on the Bond shall not constitute a general obligation or indebtedness of the City, but shall be a limited obligation of the City payable solely from the Pledged Revenues as provided herein. The Registered Owner 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 Bond. 7 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. Except to the extent expressly set forth in this Loan Agreement, this Loan 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 Loan Agreement or the Bond 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 Loan 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 understands 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; 8 however, such obligation to make debt service payments is cumulative and would carry over from Fiscal Year to Fiscal Year. SECTION 10. BOND FUND. (a) The City shall establish a "Bond Fund - Special Obligation Revenue Bonds, Series 2021 (Undergrounding Project)" (the "Bond Fund") and therein a principal account (the "Principal Account") and an interest account (the "Interest Account"). (b) Commencing on December 25, 2021, and continuing thereafter so long as the Bond is outstanding, the City shall deposit to the credit of the Interest Account of the Bond Fund on or before the twenty-fifth day of each December and June, from Pledged Revenues, amounts which, together funds on deposit therein, will be sufficient to pay the interest payable on the Bond on the immediately succeeding Interest Payment Date. (c) Commencing on December 25, 2021, and continuing thereafter so long as the Bond 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 Bond Fund on or before the twenty-fifth day of each June, from Pledged Revenues, amounts which, together funds on deposit therein, will be sufficient to pay the principal payable on the Bond on the immediately succeeding Principal Payment Date. Moneys on deposit in the accounts of the Bond Fund shall be used solely for the payment of the principal, premium, if any, and interest on the Bond. The amounts required to be accounted for in accounts of the Bond 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 Bond 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 Bond Fund to the Lender sufficient moneys to pay interest and principal then due and payable on such Interest Payment Date or Principal Payment Date with respect to the Bond. (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 Loan Agreement shall be held in trust and applied only in accordance with the provisions of this Loan Agreement. (f) Moneys held for the credit of the Bond 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 Bond Fund will be needed to pay principal or interest on the Bond when due. SECTION 11. COVENANTS OF THE CITY. Until the principal of and interest on the Bond shall have been paid in full or provision for payment of the Bond shall have been made 9 in accordance with the provisions of this Loan Agreement, the City covenants with the Lender and any subsequent Registered Owner of the Bond as follows: fand this Loan Agreement which are necessary or desirable in order to assure that interest paid on the Bond 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. (iii) The City shall pay or cause to be paid to the United States Government any amounts required by Section 148(f) of the Code and the regulations thereunder (the "Regulations"). In order to ensure compliance with the rebate provisions of Section 148(f) of the Code with respect to the Bond, the City hereby creates the "Rebate Fund" (hereinafter the "Rebate Fund") to be held by the City. The Rebate Fund need not be maintained so long as the City timely satisfies its obligation to pay any rebatable earnings to the United States Treasury; however, the City may, as an administrative convenience, maintain and deposit funds in the Rebate Fund from time to time. Any moneys held in the Rebate Fund shall not be considered Pledged Revenues and shall not be pledged in any manner for the benefit of the holders of the Bond. Moneys in the Rebate Fund (including earnings and deposits therein) shall be held for future payment to the United States Government as required by the Regulations and as set forth in instructions of Bond Counsel delivered to the City upon issuance of such Bond. E. Notice Filings Related to the Bond. In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City on and after February 27, 2019, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Lender acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor ("EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Bond. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Lender or its affiliates: address and account information of the Lender or its affiliates, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lender or its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Lender is not responsible for the City's compliance or noncompliance with the Rule or any Continuing Disclosure Agreement. SECTION 12. REPRESENTATIONS AND WARRANTIES. The City represents and warrants to the Lender that: A. Organization. The City is a municipal corporation, duly organized and validly existing under the laws of the State of Florida. B. Authorization of Loan Agreement and Related Documents. The City has the power and has taken all necessary action to authorize the execution and delivery of and the 10 performance by the City of its obligations under this Loan Agreement and the Bond in accordance with their respective terms. This Loan Agreement and the Bond have been duly executed and delivered by the City and are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms, except to the extent that such enforcement may be limited by laws regarding bankruptcy, insolvency, reorganization or moratorium applicable to the City or by general principles of equity regarding the availability of specific performance. C. Pledged Revenues. The estimated Pledged Revenues will be sufficient to pay all principal of and interest on the Bond to be issued hereunder, as the same become due, and to make all payments required by the Resolution and this Loan Agreement. The Pledged Revenues are not now pledged or encumbered in any manner. D. Financial Statements. The audited financial statements of the City for the Fiscal Year ended September 30, 2020 (the "Financial Statements"), previously provided to the Lender were prepared in accordance with generally accepted accounting principles, are correct and present fairly the financial condition of the City as of such date and the results of its operations for the period then ended. E. 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 Bond. SECTION 13. CONDITIONS PRECEDENT. The obligation of the Lender to make the Loan is subject to the satisfaction of each of the following conditions precedent on or before the Date of Delivery: A. Action. The Lender shall have received a copy of the Resolution certified as complete and correct as of the closing date, together with an executed Loan Agreement, the executed Bond, and the customary closing certificates. B. Incumbency of Officers. The Lender shall have received an incumbency certificate of the City in respect of each of the officers who is authorized to sign this Loan Agreement, the Bond, and the related financing documents on behalf of the City. C. Opinion of City Attorney. The Lender shall have received a written opinion of the City Attorney as to (1) the valid existence of the City as a political subdivision of the State; (2) the due adoption of the Resolution; (3) the due authorization and execution of this Loan Agreement and the Bond and the transaction contemplated hereby and thereby; (4) the Loan 11 Agreement and the Bond constituting valid and binding obligations of the City, enforceable against the City, in accordance with their respective terms; and (5) the absence of litigation against the City relating to (a) its existence or powers, (b) its authority to issue the Bond, and to pledge the Pledged Revenues as provided herein, (c) the procedure governing the authorization and issuance of the Bond, in a form and substance satisfactory to the Lender, and (d) any matter which, if determined against the City, would materially adversely impact the City's ability to pay debt service on the Bond. D. Certificate of Finance Director. The Lender shall have received a certification from the Finance Director that: (1) since the date of the Financial Statements, there has been no material adverse change in the financial condition, revenues, properties or operations of the City; (2) there are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with generally accepted accounting principles), direct or indirect, fixed or contingent, of the City as of the date of such financial information which are not reflected therein; (3) there has been no material adverse change in the financial condition or operations of the City since the date of Financial Statements (and to the Finance Director's knowledge no such material adverse change is pending or threatened); and (4) the City has not guaranteed the obligations of, or made any investment in or loans to, any person except as disclosed in such information. E. Representations and Warranties; No Default. The representations and warranties made by the City herein shall be true and correct in all material respects on and as of the date hereof, as if made on and as of such date; no Default shall have occurred and be continuing as of the date hereof, or will result from the consummation of the Loan; and the Lender shall have received a certificate from the City to the foregoing effect. F. Opinion of Bond Counsel. The Lender shall have received an approving opinion of Bond Counsel or, alternatively, a letter from Bond Counsel authorizing the Lender to rely on the approving opinion of Bond Counsel delivered to the City in respect to the Bond to the same extent as if such opinion were addressed to the Lender. The opinion, in form and substance satisfactory to the Lender, shall, at a minimum, address the status of interest on the Bond under the provisions of Section 103 of the Code. G. Other Documents. The Lender shall have received such other documents, certificates and opinions as the Lender or its counsel shall have reasonably requested. SECTION 14. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered, delivered by telecopier, mailed by registered or certified mail, postage prepaid, or delivered by courier service to the parties at the following addresses: City: City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130 12 Copy to: Lender: Attention: Finance Director City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 Sterling National Bank 500 Seventh Avenue, 3rd Floor New York, New York 10018 Attention: Public Finance Sector Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or courier, as specified above, of an original promptly after such communication by telecopier. SECTION 15. EVENTS OF DEFAULT DEFINED. The following shall be "Events of Default" under this Loan Agreement, and the terms "Default" and "Events of Default" shall mean (except where the context clearly indicates otherwise), any one or more of the following events: (a) Failure by the City to make any payment of principal of or interest on the Bond when due, or any other payment required hereunder. (b) Failure by the City to observe and perform any other covenant, condition or agreement on its part to be observed or performed under this Loan Agreement for a period of thirty (30) days after written notice of such failure shall have been delivered to the City by the Lender, unless the Lender shall agree in writing to an extension of such time prior to its expiration; (c) The making of any warranty, representation or other statement by the City or by an officer or agent of the City in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement which is false or misleading in any material adverse respect; (d) The filing of a petition against the City under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, if an order for relief is entered under such petition or such petition is not dismissed within sixty (60) days of such filing; (e) The filing by the City of a voluntary petition in bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment 13 of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or the consent by the City to the filing of any petition against it under such law; or (f) The admission by the City of its insolvency or bankruptcy or its inability to pay its debts as they become due or that it is generally not paying its debts as such debts become due, or the City's becoming insolvent or bankrupt or making an assignment for the benefit of creditors, or the appointment by court order of a custodian (including without limitation a receiver, liquidator or trustee) of the City or any of its property taking possession thereof and such order remaining in effect or such possession continuing for more than sixty (60) days. SECTION 16. REMEDIES. The Lender may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida, of the United States of America, or granted and contained in the Bond or this Loan Agreement, and to enforce and compel the performance of all duties required by the Bond or this Loan Agreement or by any applicable laws to be performed by the City or by any officer thereof, and may take all steps to enforce the Bond or this Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. SECTION 17. JURY TRIAL. To the extent permitted by applicable law, each of the City and the Lender irrevocably waives any right it may have to a trial by jury with respect to any controversy or claim between the City and the Lender, whether arising in contract or tort or by statute, including but not limited to any controversy or claim that arises out of or relates to this Loan Agreement, the Bond, the Resolution or any other related documents. This provision is a material inducement for the Lender's determination to make the Loan and for the parties to enter into this Loan Agreement. SECTION 18. 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 Loan Agreement or the Bond, or any instrument delivered pursuant to this Loan 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 19. PUBLIC RECORDS LAWS. Regarding the provisions of § 119.0701, Florida Statutes, as amended, the City and the Lender acknowledge and agree that this Loan Agreement and the Bond 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 Loan Agreement and the Bond; and 14 (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 Loan Agreement and final payment of the Bond, 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 20. NO PERSONAL LIABILITY. No recourse shall be had for the payment of the principal of and interest on the Bond or for any claim based on the Bond or on this Loan Agreement, against any present or former member or officer of the City Commission or any person executing the Bond. SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day, then such payment or performance shall be made on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement, provided that interest on any monetary obligation hereunder shall accrue at the applicable rate to and including the date of such payment. SECTION 22. PRIVATELY NEGOTIATED LOAN. The City acknowledges and agrees that the Lender is purchasing the Bond in evidence of a privately negotiated loan and in that connection the Bond shall not be (a) assigned a separate rating by any municipal securities rating agency, (b) registered with The Depository Trust Company or any other securities depository, (c) issued pursuant to any type of offering document or official statement or (d) assigned a CUSIP number by Standard & Poor's CUSIP Service. SECTION 23. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan Agreement may be amended only by a writing approved with the same formality as this Loan Agreement, signed by both parties hereto. The Resolution shall not be amended in any respect 15 that adversely impacts the rights or security of the Lender without the prior written consent of the Lender. SECTION 24. BINDING EFFECT. To the extent provided herein, this Loan Agreement shall be binding upon the City and the Lender and shall inure to the benefit of the City and the Lender and their respective successors and assigns. This Loan Agreement shall be discharged and neither the City nor the Lender shall have any further obligations hereunder under the Bond when the City shall have paid the principal of and interest on the Bond in full and shall have paid in full all other amounts, if any, due under the Bond or this Loan Agreement. SECTION 25. SEVERABILITY. In the event any court of competent jurisdiction shall hold any provision of this Loan Agreement invalid or unenforceable such holding shall not invalidate or render unenforceable, any other provision hereof. SECTION 26. EXECUTION IN COUNTERPARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 27. APPLICABLE LAW. This Loan Agreement shall be governed by and construed in accordance with the laws of the State. SECTION 28. PARTICIPATION OF LOAN AGREEMENT AND BOND FROM THE LENDER TO SNFC. The Lender hereby notifies the City, and the City hereby acknowledges such notification, that simultaneously with the execution and delivery of this Loan Agreement and the issuance of the Bond, the Lender will enter into a participation agreement with Sterling National Funding Corp., a New York corporation and wholly -owned subsidiary of the Lender ("SNFC"), whereby the Lender will sell to SNFC a 100% participation interest in this Loan Agreement and the Bond at par. The Lender will continue to be the Registered Owner of the Bond for all purposes of this Loan Agreement and will service this Loan Agreement and the Bond and collect all payments and payment of any prepayment thereunder. [Remainder of page intentionally left blank.] 16 IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as of the date first above written. (OFFICIAL SEAL) ATTESTED AND COUNTERSIGNED: By: Todd B. Hannon, City Clerk CITY OF MIAMI, FLORIDA, a municipal corporation By: Arthur Noriega, V, City Manager Approved as to Form and Correctness: By: Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -Marie Sharpe, Director of Risk Management 17 [Signature page to Loan Agreement] STERLING NATIONAL BANK By: Name: Kevin C. King Title: Senior Managing Partner ANY REGISTERED OWNER SHALL, PRIOR TO BECOMING A REGISTERED OWNER, EXECUTE A LENDER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH REGISTERED OWNER IS EITHER AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), AND REGULATION D THEREUNDER OR A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A OF THE SECURITIES ACT. EXHIBIT A FORM OF BOND No. R-1 $ STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI SPECIAL OBLIGATION REVENUE BOND SERIES 2021 (UNDERGROUNDING PROJECT) RATE OF INTEREST MATURITY DATE 0/0 January 1, 2041 REGISTERED OWNER: Sterling National Bank PRINCIPAL AMOUNT: Thousand Dollars DATE OF ISSUE June , 2021 KNOW ALL MEN BY THESE PRESENTS, that CITY OF MIAMI, FLORIDA (the "City"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, in installments, on the payment dates indicated in Schedule 1 attached hereto and on the Maturity Date, or sooner as provided herein, the Principal Amount shown above and the interest on the outstanding Principal Amount hereof from the date of this Bond or from the most recent date to which interest has been paid, whichever is applicable, until payment of such Principal Amount, at the Rate of Interest described above, with all unpaid interest being due on the Maturity Date or upon the earlier payment of principal hereunder upon presentation and surrender hereof at the office of the City Clerk for City of Miami, Florida, as Registrar and Paying Agent. The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America. Interest due hereon shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest is payable on January 1 and July 1 of each year, commencing on January 1, 2022. Principal and interest are each payable by wire transfer as provided in the herein defined Loan Agreement. [Redemption Provisions] A-1 This Bond is being issued in the principal amount $ to finance the Project and pay costs of issuance under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended, the City Charter, and other applicable provisions of law, Resolution No. adopted by the City Commission on June , 2021 (the "Resolution") and pursuant to a Loan Agreement between the City and the Registered Owner, dated June , 2021 (the "Loan Agreement"), to which reference should be made to ascertain those terms and conditions. The terms and provisions of the Loan Agreement and the Resolution are hereby incorporated as a part of this Bond. The principal of this Bond shall be disbursed by the Registered Owner hereof to the City in immediately available funds on the Date of Delivery in accordance with the Loan Agreement. This Bond is payable from and secured solely by the Pledged Revenues, as defined in and in the manner provided in, and subject to the terms and conditions of, the Resolution and the Loan Agreement. This Bond shall not constitute a general obligation or indebtedness of the City, but shall be a limited obligation of the City payable solely from the Pledged Revenues as provided in the Loan Agreement. The Registered Owner hereof 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 Bond. Reference is made to the Loan Agreement for the provisions relating to the security for payment of this Bond and the duties and obligations of the City hereunder. The Registered Owner may sue to protect and enforce any and all rights, including the right to specific performance, existing under the laws of the State of Florida, of the United States of America, or granted and contained in the Loan Agreement and the Resolution, and to enforce and compel the performance of all duties required by the Loan Agreement and the Resolution or by any applicable laws to be performed by the City or by any officer thereof, and may take all steps to enforce the Loan Agreement and the Resolution to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. The City waives its right to trial by jury in the event of any proceedings in state or federal courts to enforce the terms of this Bond or of the Loan Agreement or of the Resolution, and the Registered Owner, by its acceptance of this Bond, waives its right to trial by jury in any such proceedings. This Bond may only be transferred or assigned by the Registered Owner in the manner provided in the Loan Agreement. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to and in the issuance of this Bond, have been performed, exist and have happened in regular and due form and time as so required. A-2 IN WITNESS WHEREOF, CITY OF MIAMI, FLORIDA, has caused this Bond to be executed by the City Manager and attested by the City Clerk, either manually or with their facsimile signatures, and its seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, all as of the Date of Issue above. CITY OF MIAMI, FLORIDA, a municipal (OFFICIAL SEAL) corporation By: Arthur Noriega, V, City Manager ATTESTED AND COUNTERSIGNED: Approved as to Form and Correctness: By: By: Todd B. Hannon, City Clerk Victoria Mendez, City Attorney Approved as to Insurance Requirements of the City: By: Anne -Marie Sharpe, Director of Risk Management A-3 CERTIFICATE OF AUTHENTICATION This Bond is issued under the provisions of the within mentioned Resolution and Loan Agreement. City of Miami, Florida, Finance Director, as Authenticating Agent Date of Authentication: June , 2021 By: Authorized Officer A-4 ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Bond of City of Miami, Florida, and does hereby constitute and appoint, attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by [member firm of the New York Stock Exchange or a commercial bank or a trust company.] By: Title: NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. A-5 SCHEDULE 1 DEBT SERVICE FOR THE BOND Total Debt Payment Date Principal Interest Service 01-01-2022 07-01-2022 01-01-2023 07-01-2023 01-01-2024 07-01-2024 01-01-2025 07-01-2025 01-01-2026 07-01-2026 01-01-2027 07-01-2027 01-01-2028 07-01-2028 01-01-2029 07-01-2029 01-01-2030 07-01-2030 01-01-2031 07-01-2031 01-01-2032 07-01-2032 01-01-2033 07-01-2033 01-01-2034 07-01-2034 01-01-2035 07-01-2035 01-01-2036 07-01-2036 01-01-2037 07-01-2037 01-01-2038 07-01-2038 01-01-2039 07-01-2039 01-01-2040 07-01-2040 01-01-2041 07-01-2041 Totals I-1 Period Amortization Remaining Balance 6/17/2021* 27,000,000 1/1/2022 1,035,000 25,965,000 1/1/2023 1,085,000 24,880,000 1/1/2024 1,110,000 23,770,000 1/1/2025 1,140,000 22,630,000 1/1/2026 1,170,000 21,460,000 1/1/2027 1,195,000 20,265,000 1/1/2028 1,225,000 19,040,000 1/1/2029 1,260,000 17,780,000 1/1/2030 1,290,000 16,490,000 1/1/2031 1,320,000 15,170,000 1/ 1/ 203 2 1,355,000 13, 815, 000 1/ 1/ 2033 1,390,000 12,425,000 1/1/2034 1,420, 000 11,005,000 1/1/2035 1,460,000 9,545,000 1/1/2036 1,495,000 8,050,000 1/1/2037 1,530,000 6,520,000 1/1/2038 1,570,000 4,950,000 1/1/2039 1,610,000 3,340,000 1/1/2040 1,650,000 1,690,000 1/1/2041 1,690,000 - *Closing Date