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HomeMy WebLinkAboutExhibit - Draft Loan AgreementFile No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS LOAN AGREEMENT by and between CITY OF MIAMI, FLORIDA and RAYMOND JAMES CAPITAL FUNDING, INC. Dated June 27, 2017 relating to CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BOND, SERIES 2017 File No. 2347 — DRAFT SUBJECT TO ONGOING NEGOTIATIONS TABLE OF CONTENTS Paye SECTION1. DEFINITIONS............................................................................................................2 SECTION 2. INTERPRETATION..................................................................................................5 SECTION3. THE LOAN.................................................................................................................5 SECTION 4. DESCRIPTION OF BOND.......................................................................................6 SECTION 5. EXECUTION OF BOND...........................................................................................6 SECTION 6. REGISTRATION AND TRANSFER OF BOND .................................................... 7 SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST...................................8 SECTION8. FORM OF BOND.......................................................................................................8 SECTION 9. SECURITY FOR BOND; BOND NOT DEBT OF THE ISSUER ........................... 8 SECTION 10. COVENANTS OF THE ISSUER............................................................................10 SECTION 11. REPRESENTATIONS AND WARRANTIES.......................................................12 SECTION 12. CONDITIONS PRECEDENT.................................................................................12 SECTION13. NOTICES..................................................................................................................14 SECTION 14. EVENTS OF DEFAULT DEFINED.......................................................................14 SECTION 15. NOTICE OF DEFAULTS........................................................................................15 SECTION 16. REMEDIES................................................................................................................15 SECTION 17. NO PERSONAL LIABILITY..................................................................................16 SECTION 18. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS ............. 16 SECTION 19. AMENDMENTS, CHANGES AND MODIFICATIONS...................................16 SECTION 20. BINDING EFFECT..................................................................................................16 SECTION 21. SEVERABILITY........................................................................................................16 SECTION 22. EXECUTION IN COUNTERPARTS.....................................................................16 SECTION 23. APPLICABLE LAW................................................................................................17 SECTION 24. VENUE; ATTORNEY'S FEES................................................................................17 SECTION25. ASSIGNMENT.........................................................................................................17 EXHIBIT A - FORM OF BOND EXHIBIT B- FORM OF LENDER'S CERTIFICATE File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS EXHIBIT C- FORM OF DISCLOSURE LETTER File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS LOAN AGREEMENT This LOAN AGREEMENT is made and entered into as of June [27], 2017 by and between CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (the "Issuer"), and RAYMOND JAMES CAPITAL FUNDING, INC., a Florida corporation (together with its successors and/or assigns, the "Lender"). WITNESSETH: WHEREAS, the Issuer has previously determined that it is necessary for the health, safety and welfare of the Issuer and in the best interest of its inhabitants that the Issuer undertake the Projects hereinafter described, and that the Projects satisfy a paramount public purpose of the Issuer; and WHEREAS, the Issuer has determined that it is without adequate currently available funds to pay Project Costs (as herein defined) and that it will be necessary that funds be made available to the Issuer in order to undertake the Projects; and WHEREAS, the Lender has agreed to lend the Issuer an aggregate principal amount of $27,000,000 to be used to pay Project Costs upon the terms and conditions provided herein; and WHEREAS, the Issuer has determined that the Pledged Funds are anticipated to be sufficient in each year to repay the annual debt service coming due on the Bond (hereinafter defined); and WHEREAS, pursuant to the Resolution (as herein defined), the Issuer has determined that it is in the best interest of the health, safety and welfare of the Issuer and the inhabitants thereof that the Issuer pledge the Pledged Funds to secure the obligations of the Issuer to repay the principal of and interest on the Issuer's Special Obligation Bond, Series 2017 (the 'Bond") when due; and WHEREAS, the obligation of the Issuer to repay principal of and interest on the Bond will not constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of any provision of the Constitution or laws of the State of Florida, but shall be and is hereby declared to be a special, limited obligation of the Issuer, secured solely by the Pledged Funds, all as more fully described herein and in the Resolution; and WHEREAS, the Issuer is not authorized to levy taxes on any property of or in the Issuer to pay the principal of or interest on the Bond or to make any other payments provided for herein; and File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS 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. Capitalized terms used in this Loan Agreement and not defined in this Section 1 shall have the meanings assigned in the Resolution. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: "Annual Debt Service Requirement" for any Fiscal Year means the respective amounts which are needed to provide: (a) for paying interest on the Bond which is payable on each Interest Payment Date for each Fiscal Year; and (b) for paying principal on the Bond which is payable on each Interest Payment Date for each Fiscal Year. "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 Issuer and applicable law. "Bond" means the Special Obligation Bond, Series 2017, of the Issuer, substantially in the form attached hereto as Exhibit A. "Bond Counsel" means Bryant 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. 'Business Day' means any day of the year other than a Saturday, Sunday or a day on which the Lender authorized to remain closed. "City Attorney" means the City Attorney of the Issuer, or his or her designee. "City Commission" means the City Commission of the Issuer, as the governing body of the Issuer. "City Manager" means the City Manager of the Issuer, or any acting or interim City Manager, or his or her designee. "Clerk" means the Clerk of the Issuer, any acting, deputy, or assistant Clerk, or his or her designee. 2 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS "Code" means the Internal Revenue Code of 1986, as amended. "Date of Delivery" means June 27, 2017. "Default" means an Event of Default as defined and described in Section 14 hereof. "Default Rate" means 7.0% per annum. "Determination of Taxability" means (i) receipt by the Issuer of a final judgment by a court of competent jurisdiction (from which no further right of appeal exists) or a final official ion of the Internal Revenue Service (from which no further right of appeal exists) determining that any interest portion payable with respect to the Bond is includable in the gross income of the Lender for federal income tax purposes as a result of conditions arising from the action or inaction of the Issuer; provided, no Determination of Taxability shall be deemed to occur unless the Issuer has been given an opportunity to contest such proceedings at their own expense; or (ii) at such time as the Issuer and the Lender have agreed that a Determination of Taxability has occurred. "Fiscal Year" means the period from each October 1 to the succeeding September 30. "Interest Payment Date" means each January 1 and July 1, commencing January 1, 2017, and continuing through the Maturity Date. "Interest Rate" means the rate of interest to be borne by the Bond, which shall initially be a fixed rate of interest of 2.56% per annum, calculated on the basis of a 360 -day year consisting of twelve (12) thirty (30) day months, and subject to adjustment as provided herein. "Lender" means Raymond James Capital Funding, Inc., and its successors and/or assigns. "Loan" means the advance of moneys from the Lender to the Issuer pursuant to this Loan Agreement. "Loan Agreement" means this agreement between the Lender and the Issuer setting forth the terms and details of the Loan. "Maturity Date" means January 1, 2032. "Maximum Annual Debt Service" means the greatest Annual Debt Service Requirement in the then current or subsequent Fiscal Year. "Non -Ad Valorem Revenues" means all revenue of the Issuer derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein. File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS "Paying Agent" means an officer of the Issuer or the bank or trust company which the Issuer may from time to time designate to serve as paying agent for the Bond. "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 Funds" means (i) Non -Ad Valorem Revenues deposited into the funds and accounts established herein, (ii) amounts on deposit in the Project Fund, and (iii) income received from the investment of moneys deposited into the funds and accounts established by this Resolution and the Loan Agreement. "Principal Amount" means Twenty -Seven Million Five Hundred Thousand Dollars ($27,500,000). "Principal Payment Date" means each January 1, commencing January 1, 2018, and continuing through the Maturity Date. "Projects" means the environmental remediation and flex park capital improvements and all costs incidental thereto. "Project Costs" means a portion of the cost of undertaking the Projects including, but not limited to: engineering, legal, accounting, and financial expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; fees of fiscal agents, financial advisors or consultants; administrative expenses relating solely to the Projects; the costs of acquiring and constructing the Projects, reimbursement to the Issuer for any sums heretofore expended for the foregoing purposes and such other costs and expenses as may be necessary or incidental to the financing or refinancing of the Projects. "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. "Registrar" means the Person maintaining the Register. The Registrar shall initially be the Finance Director. "Regulations" means the Income Tax Regulations promulgated by the Internal Revenue Service under Sections 103 and 141 through 150 of the Code. 4 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS "Resolution' means Resolution No. adopted by the Issuer on June 22, 2017, as may be amended and supplemented from time to time. "State" means the State of Florida. "Tax Certificate" means the Issuer's Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986, As Amended, dated as of the date hereof. "Taxable Interest Rate" means 3.94% per annum. 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 Issuer 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, by the purchase of the Bond, hereby makes and the Issuer hereby accepts the Loan, upon the terms and conditions set forth herein. The purchase price of the Bond shall be $ , which is equal to the principal amount of the Bond of $ , less an original issue discount of $ B. Disbursement of Proceeds. (i) The Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the Bond. (ii) Simultaneously with the delivery of the Bond to the Lender, net proceeds of the Bond remaining after payment of costs of issuance shall be deposited into a separate account hereby created and established to be known as the "City of Miami, Florida Special Obligation Bond, Series 2017 Project Fund" (the "Project Fund") and shall be used to pay Project Costs. Monies in the Project Fund shall be invested in Authorized Investments, and all income derived therefrom shall be deposited in the Project Fund until the Projects have been completed, at which time such income, together with any balance remaining in the Project Fund, shall be used to pay principal and interest on the Bond. To the extent there are no other available funds held hereunder, the Issuer shall use any remaining funds in the Project Fund to pay principal and interest on the Bond upon an Event of Default. 4 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS Such fund shall be kept separate and apart from all other funds of the Issuer and the moneys on deposit therein shall be withdrawn, used and applied by the Issuer solely for the purposes set forth herein. Such proceeds shall be and constitute trust funds for such purpose and there is hereby created a lien in favor of the Bond upon such money until so applied by the Issuer solely for the purposes set forth herein. SECTION 4. DESCRIPTION OF BOND. The obligation of the Issuer 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. The Interest Rate on the Bond shall be a fixed rate of interest equal to 2.56% per annum. After a Determination of Taxability, the Interest Rate shall equal the Taxable Interest Rate, however, in no event shall interest be payable on the Bond at a rate in excess of the maximum rate permitted by applicable law. Interest on the Bond shall be calculated using a 360 -day year consisting of twelve 30 -day months and shall be paid by wire transfer or other medium acceptable to the Issuer and the Lender. Upon any Determination of Taxability, the Issuer shall reimburse the Lender for the difference between the (x) the interest then due computed at the adjusted rate, and (y) the interest previously paid on the Bond at the unadjusted rate, along with all costs, expenses, penalties, attorneys' fees and other losses incurred by the Lender as a result of such determination, within thirty (30) days after the date a written notice is delivered by the Lender to the Issuer stating that such Determination of Taxability has been made and stating the amount that is then due. The obligation to pay such additional interest and other costs, expenses, penalties, attorneys' fees and other losses shall survive the payment of the principal of the Bond but shall be payable solely from the Pledged Funds. Principal on the Bond shall be paid without presentment annually on each Principal Payment Date, in an amount specified in Schedule 1 attached to the Bond. Interest on the Bond shall be paid without presentment semi-annually on each Interest Payment Date. The Bond is subject to prepayment in whole or in part on or after January 1, 2027, on any Business Day upon 30 days' prior written notice to the Lender at 100% of the principal amount being prepaid plus accrued interest. In the event there is a Determination of Taxability, the Issuer may prepay the Bond in whole or in part on any Business Day upon at least 30 days' prior written notice to the Lender at a price of par plus accrued interest to the date of prepayment at the Taxable Interest Rate, including a payment reflecting the difference between the tax-exempt rate and the Taxable Interest Rate from the date of a Determination of Taxability to the date of prepayment plus any penalties and costs incurred by the Lender. Partial prepayments shall be in minimum denominations of $1,000,000 and increments of $5,000 in excess thereof. Such partial prepayments shall be applied in inverse order of maturity or scheduled amortization. SECTION 5. EXECUTION OF BOND. The Bond shall be executed in the name of the Issuer by the City Manager and the seal of the Issuer shall be imprinted, reproduced or 6 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS 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 Issuer's Director of Risk Management shall sign the Bond, showing approval as to the Issuer's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Bond may be by facsimile. 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 designated 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 this Loan Agreement. SECTION 6. REGISTRATION AND TRANSFER OF BOND. The Bond shall be and shall have all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code -Investment Securities Laws of the State, and each Registered Owner, in accepting the Bond, shall be conclusively deemed to have agreed that such Bond shall be and have all of the qualities and incidents of negotiable instruments thereunder. There shall be a Registrar who shall be responsible for maintaining the Register. The person in whose name ownership of a Bond is shown on the Register shall be deemed the Registered Owner thereof by the Issuer and the Registrar, who may treat the Registered Owner as the absolute owner of the Bond for all purposes, whether or not the Bond shall be overdue, and any notice to the contrary shall not be binding upon the Issuer or the Registrar. Ownership of the Bond may be transferred or assigned only as a whole and only upon the Register. Upon surrender to the Registrar for transfer or exchange of the Bond accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Registered Owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the Registered Owner or the transferee or transferees, as the case may be, a new fully registered Bond of the same amount, maturity and interest rate as the Bond surrendered. Provided however, any assignment or transfer by the Registered Owner of the Bond shall be in whole and not in part. The Bond presented for transfer, exchange, redemption or payment (if so required by the Issuer or the Registrar) shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form satisfactory to the City Attorney, Bond Counsel, or the Registrar, duly executed by the Registered Owner or by his duly authorized attorney. The Registrar may charge the Registered Owner a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer following the delivery of such Bond. The Registrar may also require payment from the Registered 7 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto by any governmental entity other than the Issuer. Such charges and expenses shall be paid before any such new Bond shall be delivered. The new Bond delivered upon any transfer or exchange shall be a valid obligation of the Issuer, evidencing the same debt as the Bond surrendered, shall be secured under this Loan Agreement, and shall be entitled to all of the security and benefits hereof to the same extent as the Bond surrendered. Whenever a Bond shall be delivered to the Registrar for cancellation, upon payment of the principal amount thereof, or for replacement, transfer or exchange, such Bond shall be cancelled and destroyed by the Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Issuer. SECTION 7. BOND MUTILATED, DESTROYED, STOLEN OR LOST. If the Bond is mutilated, destroyed, stolen or lost, the Issuer or its agent may, in its discretion (i) deliver a duplicate replacement Bond, or (ii) pay a Bond that has matured or is about to mature or has been called for redemption. A mutilated Bond shall be surrendered to and cancelled by the Bond Registrar. The holder of the Bond must furnish the Issuer or its agent proof of ownership of any destroyed, stolen or lost Bond; comply with any reasonable conditions the Issuer or its agent may prescribe; and pay the reasonable expenses of the Issuer or its agent. Any such duplicate Bond shall constitute an original contractual obligation on the part of the Issuer whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Bond so mutilated, destroyed, stolen or lost. 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 ISSUER. 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 Funds. The principal of and interest on the Bond shall not constitute a general obligation or indebtedness of the Issuer, but shall be a limited obligation of the Issuer payable solely from the Pledged Funds, to the extent and as provided herein. The Registered Owner shall never have the right to compel the levy of taxes upon any property of or in the Issuer for the payment of the principal of and interest on the Bond or in order to maintain or continue services or programs that generate Non -Ad Valorem Revenues. File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS The Issuer 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 Issuer 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 Issuer the Issuer does not covenant to maintain any services or programs, now provided or maintained by the Issuer, 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 Issuer from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Issuer 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 Issuer. 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 Issuer). 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 Issuer 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 Issuer 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 Issuer hereunder shall not be construed as a limitation on the ability of the Issuer to pledge or covenant to budget and appropriate said Non -Ad Valorem Revenues or any revenues or taxes of the Issuer for other legally permissible purposes. Notwithstanding any provisions of this Loan Agreement or the Bond to the contrary, the Issuer shall never be obligated to maintain or continue any of the activities of the Issuer 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 Issuer hereunder shall be construed as a pledge of or a lien on all or any Non -Ad Valorem Revenues of the Issuer 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 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer. The Lender and the Issuer understand that the amount of Non -Ad Valorem Revenues available to be budgeted and appropriated to make debt service payments hereunder are subject to the satisfaction of funding requirements for obligations secured by an express pledge of or lien on Non -Ad Valorem Revenues and funding of essential governmental services of the Issuer; however, such obligation to make debt service payments is cumulative and would carry over from Fiscal Year to Fiscal Year. SECTION 10. COVENANTS OF THE ISSUER. 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 in accordance with the provisions of this Loan Agreement, the Issuer covenants with the Registered Owner of the Bond as follows: A. Establishment of Debt Service Fund and Accounts Therein. There is hereby created and established a Debt Service Fund (and the Principal Account and Interest Account therein). The Debt Service Fund and any other special funds herein established and created shall constitute trust funds for the purposes provided herein for such funds. All such funds shall be continuously secured in the same manner as deposits of governmental funds are authorized to be secured by the laws of the State. The cash required to be accounted for in any funds established hereunder may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds as herein provided. The designation and establishment of the various funds and accounts in and by this Loan Agreement shall not be construed to require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. The moneys in the Debt Service Fund and the accounts therein until disbursed pursuant to the provisions hereof may be invested and reinvested only in Authorized Investments, in the manner provided by law. All income on such investments shall remain in such Fund and used for the purposes herein described. Authorized Investments in the funds and accounts under this Agreement shall be valued at the market value thereof, exclusive of accrued interest, by the Issuer as frequently as reasonably deemed necessary by the Lender but not less often than annually nor more often than monthly. B. Disposition of Pledged Funds. 10 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS The Issuer shall deposit the Non -Ad Valorem Revenues budgeted and appropriated as provided in Section 9 hereof, into the Debt Service Fund, on or before the 5th day prior to the interest becoming due on the next Interest Payment Date and the principal becoming due on the next Principal Payment Date. Any provision hereof to the contrary notwithstanding, so long as the Issuer is not in default in the payment of principal, premium, if any, and interest on the Bond, then the failure to deposit the Non -Ad Valorem Revenues into the Debt Service Fund in the amounts required hereunder shall not be deemed a default hereunder so long as the full amount of such deposits necessary to make all such payments with respect to the Bond is deposited in such fund on or prior to the date such payments are due. C. Financial Statements. The Issuer shall provide to the Lender its audited year-end financial statements no later than 240 days after the end of the each Fiscal Year prepared in accordance with generally accepted accounting principles. D. Annual Budget and Other Information. The Issuer will prepare its annual budget in accordance with the Act, and will provide at no cost to the Lender a copy of its final annual budget for each Fiscal Year within 30 days of adoption thereof by the City Commission, and the Issuer will provide the Lender such other financial or public information as the Lender may reasonably request. E. Tax Compliance. Neither the Issuer, nor any third party over whom the Issuer has control, will make any use of, or permit an omission of use, of the proceeds of the Bond at any time during the term of the Bond which would cause the Bond to be (a) a "private activity bond" within the meaning of Section 103(b)(1) of the Code or (b) an "arbitrage bond" within the meaning of Section 103(b)(2) of the Code. The Issuer covenants throughout the term of the Bond to comply with the requirements of the Code and the Regulations, as amended from time to time, and to take all actions, and to not permit the omission of any actions, necessary to maintain the exclusion from gross income for purposes of the Code of interest on the Bond, including, without limitation, the payment of arbitrage rebate, if required. The Issuer hereby makes each of the representations, warranties and covenants contained in the Tax Certificate. By this reference, all terms, conditions, and covenants in said Tax Certificate are incorporated in and made a part of this Loan Agreement. F. Additional Debt. The Issuer 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 (a) at least 2.00 times the aggregate Maximum Annual Debt Service of all debt (including all long-term financial obligations appearing on the Issuer's most recent audited financial statements and the debt proposed to be incurred) to be paid 11 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS from Non -Ad Valorem Revenues and not other funds of the Issuer (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. G. No Adverse Borrowings. The Issuer shall not issue or incur any indebtedness or obligation if such would materially and adversely affect the ability of the Issuer to timely pay debt service on the Bond or any other amounts owing by the Issuer under this Loan Agreement. SECTION 11. REPRESENTATIONS AND WARRANTIES. The Issuer represents and warrants to the Lender that: A. Organization. The Issuer is a municipal corporation, duly organized and existing under the laws of the State. B. Authorization of Loan Agreement and Related Documents. The Issuer has the power and has taken all necessary action to authorize the execution and delivery of and the performance by the Issuer 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 Issuer and are valid and binding obligations of the Issuer, enforceable against the Issuer 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 Issuer or by general principles of equity regarding the availability of specific performance. C. Non -Ad Valorem Revenues. The Issuer estimates that the Non -Ad Valorem Revenues budged and appropriated as provided in Section 9 above, will be available in amounts sufficient to pay the principal of and interest on the Bond as the same becomes due prior to the Maturity Date and, to pay all principal of and interest on the Bond on the Maturity Date. The Issuer shall take all lawful action necessary to enable the Issuer to continue to be eligible to receive, and to receive, the Non -Ad Valorem Revenues. D. Financial Statements. The audited financial statements of the Issuer for the Fiscal Year ended September 30, 2016 (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 Issuer as of such date and the results of its operations for the period then ended. SECTION 12. 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: 12 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS 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 Issuer 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 Issuer. 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 Issuer as a municipal corporation of the State; (2) the due adoption of the Resolution; (3) the due authorization and execution of this Loan Agreement, the Bond and the transaction contemplated hereby and thereby; (4) the Loan Agreement and the Bond constituting valid and binding obligations of the Issuer, enforceable against the Issuer, in accordance with their respective terms; and (5) the absence of litigation against the Issuer relating to (a) its existence or powers, (b) its authority to issue the Bond and provide the covenant to budget and appropriate from Non -Ad Valorem Revenues, (c) the procedures governing the authorization and issuance of the Bond, and (d) any other matter which may result in any material adverse change in the business, properties, assets or financial condition of the Issuer in a form and substance satisfactory to the Lender. D. Certificate of Finance Director. The Lender shall have received a certificate from the Finance Director that: (1) since the date of the Financial Statements, referred to in Section 11.D. above, there has been no material adverse change in the financial condition, revenues, properties or operations of the Issuer; (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 Issuer 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 Issuer since the date of such Financial Statements (and to the Finance Director's knowledge no such material adverse change is pending or threatened); and (4) the Issuer 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 Issuer herein shall be true and correct in all material respects on and as of the Date of Delivery, as if made on and as of such date; no Default shall have occurred and be continuing as of the Date of Delivery or will result from the consummation of the Loan; and the Lender shall have received a certificate from the Issuer to the foregoing effect. F. Opinion of Bond Counsel. The Issuer shall have received an opinion of Bond Counsel, on which the Lender may rely, to the effect that interest on the Bond is excludable from gross income for federal income tax purposes (including any original issue discount properly 13 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS allocable to an owner thereof) and that the Bond and the Loan Agreement are exempt from registration under the Securities Act of 1933 and the Trust Indenture Act of 1939. G. Lender Certificates. The Issuer shall have received the fully executed Lender's Certificate substantially in the form attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, substantially in the form attached hereto as Exhibit C. H. Other Documents. The Lender shall have received such other documents, certificates and opinions as the Lender or its counsel shall have reasonably requested. SECTION 13. 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: Issuer: City of Miami, Florida 444 S.W. 2nd Avenue Miami, Florida 33130 Attention: Finance Director, with a required copy to the City Attorney at the same address, and a required copy to the Clerk at the same address. Lender: Raymond James Capital Funding, Inc. 710 Carillon Parkway St. Petersburg, Florida 33716 Attention: Tax -Exempt Lending Manager 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 14. 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 Issuer to make any payment of principal of or interest on the Bond within three (3) days of the date due. B. Failure by the Issuer 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 was or was by the terms hereof required to be 14 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS delivered to the Issuer 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 Issuer or by an officer or agent of the Issuer 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 Issuer 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 Issuer of a voluntary petition in bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or the consent by the Issuer to the filing of any petition against it under such law; or F. The admission by the Issuer 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 Issuer'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 Issuer or any of its property taking possession thereof and such order remaining in effect or such possession continuing for more than sixty (60) days. Upon an Event of Default specified in paragraphs A. through F. above, the Interest Rate shall immediately and automatically become the Default Rate. SECTION 15. NOTICE OF DEFAULTS. The Issuer shall within five Business Days after it acquires knowledge thereof, notify the Registered Owner of the Bond in writing (a) of any change in any material fact or circumstance represented or warranted by the Issuer in this Agreement or in connection with the issuance of the Bond; (b) upon the happening, occurrence, or existence of any Event of Default that the Registered Owner is not otherwise aware of, or (c) any event or condition which with the passage of time or giving notice, or both, would constitute an Event of Default, and shall provide the Registered Owner of the Bond, with such written notice, a detailed statement by the Finance Director of all relevant facts and the action being taken or proposed to be taken by the Issuer with respect thereto. Regardless of the date of receipt of such notice by the Registered Owner of the Bond, such date shall not in any way modify the date of occurrence of the actual Event of Default. SECTION 16. REMEDIES. For all Events of Default, the Lender may sue to protect and enforce any and all rights, including the right to specific performance, existing under the 15 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS laws of the State, of the United States of America, or granted and contained in this Loan Agreement, and to enforce and compel the performance of all duties required by this Loan Agreement or by any applicable laws to be performed by the Issuer, the City Commission or by any officer thereof, and may take all steps to enforce this Loan Agreement to the full extent permitted or authorized by the laws of the State or the United States of America. The Issuer and the Lender each waives, to the fullest extent permitted by law, any right to trial by jury in respect of any litigation based upon the Bond or arising out of, under or in conjunction with the Bond or this Loan Agreement. SECTION 17. 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 18. 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 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 19. 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 the Issuer and the Registered Owner. SECTION 20. BINDING EFFECT. To the extent provided herein, this Loan Agreement shall be binding upon the Issuer and the Lender and shall inure to the benefit of the Issuer and the Lender and their respective successors and assigns. This Loan Agreement shall be discharged and neither the Issuer nor the Lender shall have any further obligations hereunder or under the Bond when the Issuer 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 21. 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 22. 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. 16 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS SECTION 23. APPLICABLE LAW. The laws of the State shall be the law applied in the resolution of any action, claim or other proceeding arising out of the Resolution, the Bond or this Loan Agreement. SECTION 24. VENUE; ATTORNEY'S FEES. The parties agree that jurisdiction and venue for the enforcement of the Resolution, this Loan Agreement or the Bond shall be in the state and/or federal courts of Miami -Dade County, Florida. The prevailing party in any action, claim or proceeding arising out of the Resolution, the Loan Agreement or the Bond shall be entitled to attorney's fees and costs from the losing party. SECTION 25. ASSIGNMENT. The Lender may assign its rights hereunder to any party to whom it sells or transfers the Bond. [Remainder of page intentionally left blank.] 17 File No. 2347 — DRAFT SUBJECT TO ONGOING NEGOTIATIONS IN WITNESS WHEREOF, the parties hereto have duly executed this Loan Agreement as of the date first above written. CITY OF MIAMI, FLORIDA am (SEAL) ATTEST: By: City Clerk Approved as to forma and substance: In City Attorney By: Director of Risk Management City Manager [Signature Page of Loan Agreement] S-1 File No. 2347 — DRAFT SUBJECT TO ONGOING NEGOTIATIONS RAYMOND JAMES CAPITAL FUNDING, INC. By: Name: Cord King Title: Tax -Exempt Lending Manager [Signature Page of Loan Agreement] S-2 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS No. R-1 EXHIBIT A FORM OF BOND CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BOND, SERIES 2017 Interest Rate 2.56% Subject to adjustment as herein described REGISTERED OWNER: PRINCIPAL AMOUNT: Maturity Date January 1, 2032 Date of Issue June [27], 2017 RAYMOND JAMES CAPITAL FUNDING, INC. DOLLARS KNOW ALL MEN BY THESE PRESENTS, that the City of Miami, Florida (the "Issuer"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the sources hereinafter mentioned, in installments, on the Principal 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 Interest Rate described above, subject to adjustment as set forth in the Loan Agreement in Schedule 1 attached hereto, with all unpaid interest being due on the Maturity Date or upon the earlier payment of principal hereunder without presentment at the office of the Clerk for the Issuer, 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. This Bond is subject to prepayment in whole or in part on or after January 1, 2027, on any Business Day upon 30 days' prior written notice to the Registered Owner at 100% of the principal amount being prepaid plus accrued interest. In the event there is a Determination of Taxability, the Issuer may prepay this Bond in whole or in part on any Business Day upon at least 30 days' prior written notice to the Registered Owner at a price of par plus accrued interest to the date of prepayment at 3.94% (the "Taxable Interest Rate"), including a payment reflecting the difference between the tax-exempt rate and the Taxable Interest Rate from the date of a Determination of Taxability to the date of prepayment plus any penalties and costs incurred by the Lender. Partial prepayments shall be in minimum denominations of $1,000,000 and increments of $5,000 in excess thereof. Such partial prepayments shall be applied in inverse order of maturity or scheduled amortization. A-1 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS This Bond is being issued in the principal amount $ to finance the costs of the Projects of the Issuer under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, as amended, the municipal charter of the Issuer and other applicable provisions of law, and Resolution No. duly adopted by the City Commission of the Issuer on June 22, 2017 (the "Resolution"), and pursuant to a Loan Agreement between the Issuer and the Registered Owner, dated June [27], 2017 (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, including, without limitation, the definitions therein, are hereby incorporated as a part of this Bond. The principal of this Bond shall be disbursed by the Registered Owner hereof to the Issuer in immediately available funds on the Date of Delivery in accordance with the Loan Agreement. This Bond is payable from and secured solely from certain Non -Ad Valorem Revenues budgeted and appropriated, all 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 Issuer, but shall be a limited obligation of the Issuer payable solely from the Non -Ad Valorem Revenues budgeted and appropriated therefor, 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 Issuer for the payment of the principal of and interest on this Bond or to continue or maintain activities or services which generate Non -Ad Valorem Revenues. 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 Issuer 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 to enforce and compel the performance of all duties required by the Loan Agreement or by any applicable laws to be performed by the Issuer, the City Commission or by any officer thereof, and may take all steps to enforce the Loan Agreement to the full extent permitted or authorized by the laws of the State of Florida or the United States of America. The Issuer 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, and the Registered Owner, by its acceptance of this Bond, waives its right to trial by jury in any such proceedings. This Bond is subject to all the terms of 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. [Remainder of page left intentionally blank] A-2 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has caused the same to be executed by the manual signature of the City Manager, attested under seal by the City Clerk, approved as to form and substance by the City Attorney, approved as to the Issuer's insurance requirements by the Director of Risk Management as of the Dated Date set forth above. [SEAL] ATTEST: By: City Clerk Approved as to Form and Substance: By: City Attorney By: Director Risk Management A-3 CITY OF MIAMI, FLORIDA By: City Manager File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS CERTIFICATE OF AUTHENTICATION OF REGISTRAR This Bond constitutes the Bond, as herein described. The Principal Amount, Interest Rate, Maturity Date and Registered Owner shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Owner, in the Register maintained at the principal office of the undersigned. Date of Authentication A-4 FINANCE DIRECTOR OF THE CITY OF MIAMI, FLORIDA, as Registrar File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS SCHEDULE 1 TO BOND DEBT SERVICE FOR THE BOND Principal Payment Date (January 1 ) Installment 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Total Maturity Date A-5 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS EXHIBIT B FORM OF LENDER'S CERTIFICATE This is to certify that Raymond James Capital Funding, Inc. (the "Lender") has not required 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 issuance by the Issuer of its $ Special Obligation Bond, Series 2017 (the "Bond"), and no inference should be drawn that the Lender, in the acceptance of said Bond, is relying on Bond Counsel or the City Attorney as to any such matters other than the legal opinions rendered by Bond Counsel and by the City Attorney. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. adopted by the City Commissioners of the Issuer on June 22, 2017 (the "Resolution"). We are aware that our loan to the Issuer and purchase of the Bond involves various risks, that the Bond is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Bond is secured solely from the sources described in the Resolution (the "Bond Security"). We have made such independent investigation of the Bond Security as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our decision, we have relied upon the accuracy of information which has been provided to us. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our purchase of the Bond and can bear the economic risk of our purchase of the Bond. We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor the City Attorney shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Bond for our own account as evidence of a privately placed and negotiated loan and not with a present view towards a resale or other distribution to the public. We understand that the Bond may not be transferred in a denomination less than the outstanding principal amount of the Bond. File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS We are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. We are an "accredited investor" within the meaning of the Securities Act of 1933, as amended, and Regulation D thereunder, or a "qualified institutional buyer' (as defined under Rule 144A under the Securities Act). DATED this of June, 2017. RAYMOND JAMES CAPITAL FUNDING, INC. In Name: Cord King Title: Tax -Exempt Leasing Manager File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS EXHIBIT C FORM OF DISCLOSURE LETTER Following a competitive selection process, the undersigned, as initial lender and purchaser (the "Lender"), proposes to negotiate with City of Miami, Florida (the "Issuer") for the private purchase of its $ Special Obligation Bond, Series 2017 (the 'Bond"). Prior to the award of the Bond, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us, the Lender, in connection with the issuance of the Bond (such fees and expenses to be paid by the Issuer): Legal Fees 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Lender in connection with the issuance of the Bond to any person not regularly employed or retained by the Lender (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Lender, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Lender, or to the knowledge of the Lender, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Lender or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bond. 3. The amount of the underwriting spread expected to be realized by the Lender is $ 4. The management fee to be charged by the Lender is $ 0 5. Truth -in -Bonding Statement: C-1 File No. 2347 - DRAFT SUBJECT TO ONGOING NEGOTIATIONS The Bond is being issued primarily to finance the Projects (as defined in the Resolution). Unless earlier prepaid, the Bond is expected to be repaid by January 1, 2032; at an interest rate of 2.56%, total interest paid over the life of the Bond is estimated to be $ The Bond will be payable solely from the Pledged Funds of the Issuer, in the manner and to the extent described in Resolution No. of the Issuer adopted on June 22, 2017 (the 'Resolution"). See the Resolution for a definition of Pledged Funds. Issuance of the Bond is estimated to result in an annual maximum of approximately $ of revenues of the Issuer not being available to finance the services of the Issuer during the life of the Bond. This paragraph is provided pursuant to Section 218.385, Florida Statutes. The name and address of the Lender is as follows: Raymond James Capital Funding, Inc. 770 Carillon Parkway St. Petersburg, Florida 33716 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Lender this day of 2017. RAYMOND JAMES CAPITAL FUNDING, INC. By: Name: Cord King Title: Tax -Exempt Lending Manager C-2