HomeMy WebLinkAboutExhibit AEXHIBIT A
DRAFT FORM OF LINE OF CREDIT AGREEMENT
INCLUDING DRAFT FORMS OF NOTES
AND FORM OF NOTICE OF ADVANCE
BMO Draft #6
2//2019
LINE OF CREDIT AGREEMENT
by and between
CITY OF MIAMI, FLORIDA,
on behalf of its Department of Off -Street Parking
a/k/a Miami Parking Authority
and
CAPITAL BANK, a division of First Tennessee Bank National Association
Dated , 2019
relating to
Not to Exceed Aggregate Principal Amount of
$10,000,000.00
CITY OF MIAMI, FLORIDA
PARKING SYSTEM LINE OF CREDIT NOTE, SERIES 2019A
And
CITY OF MIAMI, FLORIDA
TAXABLE PARKING SYSTEM LINE OF CREDIT NOTE, SERIES 2019E
TABLE OF CONTENTS
Page
SECTION1.
DEFINITIONS.................................................................................................................1
SECTION 2.
INTERPRETATION.......................................................................................................7
SECTION3.
THE LOAN...................................................................................................................... 7
SECTION 4.
DESCRIPTION OF NOTES...........................................................................................7
SECTION 5.
EXECUTION OF NOTES..............................................................................................9
SECTION 6.
REGISTRATION AND TRANSFER OF NOTES........................................................9
SECTION 7.
NOTES MUTILATED, DESTROYED, STOLEN OR LOST....................................10
SECTION8.
FORM OF NOTES........................................................................................................11
SECTION 9.
SECURITY FOR NOTES; NOTES NOT DEBT OF THE CITY OR MPA ..............11
SECTION 10.
COVENANTS OF THE CITY AND mpa..................................................................11
SECTION 11.
REPRESENTATIONS AND WARRANTIES............................................................12
SECTION 12.
CONDITIONS PRECEDENT......................................................................................12
SECTION13.
NOTICES.......................................................................................................................13
SECTION 14.
EVENTS OF DEFAULT DEFINED............................................................................14
SECTION15.
REMEDIES....................................................................................................................15
SECTION 16.
NO PERSONAL LIABILITY.......................................................................................15
SECTION 17.
PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS ..................
15
SECTION 18.
AMENDMENTS, CHANGES AND MODIFICATIONS........................................16
SECTION 19.
AUDIT AND INSPECTION RIGHTSAND RECORDS RETENTION..................16
SECTION 20.
CONSENT TO JURISDICTION; VENUE; ATTORNEYS' FEES ............................16
SECTION 21.
PUBLIC RECORDS LAWS..........................................................................................16
SECTION 22.
BINDING EFFECT.......................................................................................................17
SECTION 23.
SEVERABILITY............................................................................................................17
SECTION 24.
EXECUTION IN COUNTERPARTS..........................................................................17
SECTION 25.
APPLICABLE LAW.....................................................................................................17
SECTION26.
ASSIGNMENT..............................................................................................................17
SECTION 27.
TIME IS OF THE ESSENCE........................................................................................17
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EXHIBIT A - I FORM OF SERIES 2019A NOTE
EXHBIIT A - 2 FORM OF SERIES 2019B NOTE
EXHIBIT B - FORM OF NOTICE OF ADVANCE
ii
LINE OF CREDIT AGREEMENT
This LINE OF CREDIT AGREEMENT is made and entered into as of , 2019 by
and between the CITY OF MIAMI, FLORIDA (the "City"), and CAPITAL BANK, a division
of First Tennessee Bank National Association, a state banking corporation (together with its
successors and/or assigns, the "Lender").
WITNESSETH:
WHEREAS, the City and MPA have previously determined that it is necessary for the
health, safety and welfare of the City and MPA and in the best interest of its inhabitants to
construct the Projects (as hereinafter defined) and that issuance of the Notes (as hereinafter
defined) satisfies an essential public purpose.
WHEREAS, the City and MPA received a proposal from the Lender and the Lender has
agreed to make two lines of credit available in the not to exceed aggregate principal amount
$10,000,000 to the City and MPA; and
WHEREAS, pursuant to the Ordinance, the City and MPA have determined that it is in
the best interest of the health, safety and welfare of the City, MPA and the inhabitants thereof
that the City pledge the Pledged Revenues to secure the obligations of the City and MPA to
repay the principal of and interest on the Notes when due; and
WHEREAS, the obligation of the City and MPA to repay principal of and interest on the
Notes will not constitute a general obligation or indebtedness of the City and MPA 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 and MPA, secured solely by the
Pledged Revenues; and
WHEREAS, the City is not authorized to levy ad valorem taxes on any property of or in
the City to pay the principal of or interest on the Notes or to make any other payments provided
for herein.
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 Line of Credit Agreement
and not defined in this Section 1 shall have the meanings assigned in the Bond Ordinance. The
following terms shall have the following meanings herein, unless the text otherwise expressly
requires:
"Act" means Chapter 166, Part II, Florida Statutes, as amended, the Bond Ordinance, and
other applicable provisions of law.
"Additional System Facilities" means (a) any parking garages and off-street parking
facilities and on -street parking meters that are not a part of the Parking System as of the date of
the Bond Ordinance, including all land, buildings, structures, equipment and appurtenances
constituting a part thereof, (b) all enlargements of and improvements and addition to any
existing or future buildings and structures that constitute a portion of the Parking System, and
(c) all renewals and replacements of any of the foregoing, which parking garages, off-street
parking facilities, enlargements, improvements, additions, renewals and replacements are
financed as a whole or in part through the issuance of additional bonds or with money held in
the General Reserve Account.
"Advance" means deposit by wire transfer or credit from the Lender to/for the account of
the City on behalf of MPA of a portion of the Loan by Lender to the City on behalf of MPA.
"Authorized City Representative" means the City Manager or his/her 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, MPA and applicable law.
"Bond Counsel" means any attorney at law or firm of attorneys, of nationally recognized
standing in matters pertaining to the validity of, and exclusion from gross income for federal tax
purposes of interest on, bonds issued by states and political subdivisions and duly admitted to
practice law in the State of Florida and acceptable to the Lender.
"Bond Ordinance" means Ordinance No. 11693, duly enacted by the City Commission on
August 14, 1998, as amended by Ordinance No. 11719, duly enacted by the City Commission on
October 27, 1998.
"Business Day" means any day except any Saturday or Sunday or day on which the
Lender or the City are lawfully closed for business.
"Charter" means the Charter of the City of Miami, Florida, as amended from time to time.
"City" means City of Miami, Florida.
"City CFO" means the Chief Financial Officer of the City.
"City Code" means the Code of the City of Miami, Florida, as amended from time to time.
"City Commission" the City Commission of the City, as governing body of the City.
"City Manager" means the City Manager, as the chief operating officer of the City.
"Clerk" means the City Clerk or, in the Clerk's absence, any Deputy City Clerk duly
authorized to execute documents or take other action, as the case may be, on the Clerk's behalf.
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"Commitment" means that certain commitment letter from the Lender to the MPA dated
January 14, 2019.
"Current Expenses" means the current expenses, paid or accrued, of the MPA Board and
the MPA for the operation, maintenance, and ordinary, current repair of the Parking System as
determined in accordance with generally accepted accounting principles, including, without
limiting the generality of the foregoing, all ordinary and usual expenses of operation,
maintenance, and repair, administrative expenses, salaries, payments to any retirement plan or
plans properly chargeable to the Parking System, payments to other governmental entities for
current expenses for the operation, maintenance and repair of the Parking System, insurance
premiums and expenses and accumulation of appropriate reserves for self-insurance,
engineering expenses relating to the operation, maintenance, or repair of the Parking System,
fees and expenses of the Trustee and the Paying Agent, legal expenses, fees of consultants, and
any other expenses required to be paid by the MPA Board and the MPA under the Bond
Ordinance or by law, but Current Expenses shall not include any reserves for extraordinary
replacements or repairs, any allowance for depreciation, any principal payment in respect of
capital leases or Subordinated Debt any deposits to any Fund or Account created under the Bond
Ordinance or any payment to any governmental entity for capital costs.
"Date of Delivery" means 2019.
"Default" means an Event of Default as defined and described in Section 14 hereof.
"Financial Advisor" means the MPA's financial advisor, which is Hilltop Securities Inc.
"Interest Rate Determination Date" means, with respect to each one-month period, the
first day of such period.
"IRS Code" means the Internal Revenue Code of 1986, as amended.
"Fiscal Year" means the period from each October 1 to the succeeding September 30.
"Lender" means Capital Bank, a division of First Tennessee Bank National Association, a
state banking corporation, and its successors and/or assigns.
"LIBOR Index" means that rate per annum effective on any Interest Rate Determination
Date which is equal to the quotient of:
(a) the rate per annum equal to the offered rate for deposits in U.S. Dollars for a one
(1) month period, which rate appears on that page of Reuters reporting service, or such similar
service as determined by the Lender, that displays ICE Benchmark Administration ("ICE") (or
any successor thereto if ICE is no longer making a London Interbank Offered Rate available)
interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time)
two (2) Business Days prior to the Interest Rate Determination Date; provided, that if no such
offered rate appears on such page, the rate used for such one (1) month period will be the per
annum rate of interest determined by the Lender to be the rate at which U.S. Dollar deposits for
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the one-month interest period are offered to the Lender's affiliate bank in the London Inter -Bank
Market as of 11:00 A.M. (London, England time) on the day which is two (2) Business Days prior
to the Interest Rate Determination Date; and provided further that the Lender shall give prompt
written notice to the MPA setting forth such alternate rate, the nature of the circumstances giving
rise to the use of such alternate rate, and the method of calculating such alternate rate, divided
by
(b) a percentage equal to 1.00 minus the maximum reserve percentages (including
any emergency, supplemental, special or other marginal reserves) expressed as a decimal
(rounded upward to the next 1/100th of 1%) in effect on any day to which the Lender's affiliate
bank is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of
Governors of the Federal Reserve System with respect to eurocurrency funding (currently
referred to as "eurocurrency liabilities' under Regulation D); provided, however, that the MPA
shall not be responsible for any such additional amounts required to compensate the Lender as a
result of this clause (b) prior to the 60th day following prompt written notice from the Lender to
the MPA setting forth the nature of the circumstances giving rise to such a change in maximum
reserve percentages and the method of calculating such change in maximum reserve percentages
following such notice. Subject to the proviso at the end of the previous sentence, this percentage
will be adjusted automatically on and as of the effective date of any change in any reserve
percentage.
Notwithstanding any other provisions herein, if the LIBOR Index is not readily available
to Lender or if any Change in Law (as hereafter defined) shall make it unlawful for the Lender to
make or maintain a LIBOR -based loan as contemplated by this Agreement, the principal
outstanding hereunder shall, if required by law and if the Lender so requests, be converted on
the date required to make the loan evidenced by this Agreement legal to a loan according
interest at the lesser of the highest interest rate allowed by law or the base commercial rate of
interest ('Base Rate") established from time to time by the Lender. Each change in the Base Rate
shall become effective, without notice to the MPA, on the same date that the Base Rate changes.
The MPA hereby agrees promptly to pay the Lender, upon demand, any costs incurred by the
Lender in making any conversion in accordance with this paragraph, including any interest or
fees payable by the Lender to lenders of funds obtained by Lender in order to maintain its
LIBOR -based loans.
The MPA hereby indemnifies the Lender and holds the Lender harmless from any loss
or expense which the Lender may sustain or incur as a consequence of (i) a default by the MPA
in payment of the principal amount of or interest on the loan evidenced hereby, including any
such loss or expense arising from interest or fees payable by the Lender to lenders of funds
obtained by it in order to make or maintain its LIBOR -based loans; or (ii) a Change in Law that
results in the imposition on the Lender of reserve requirements in connection with LIBOR -based
loans made by the Lender. The MPA will make any payments under this indemnity to the
Lender upon demand. The MPA further agrees to enter into a modification of this Agreement, at
the request of the Lender, to bring this Agreement into compliance with any Change in Law.
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For purposes of this definition, "Change in Law" shall mean the adoption of any law,
rule, regulation, policy, guideline or directive (whether or not having the force of law) or any
change therein or in the interpretation or application thereof, in all cases by any Governmental
Authority having jurisdiction over the Lender, in each case after the date hereof. "Governmental
Authority" shall mean any nation or government, any state or other political subdivision thereof
and any entity exercising regulatory function of or pertaining to government.
"Line of Credit Agreement" means this agreement between the Lender and the City, on
behalf of MPA, setting forth the terms and details of the Loan, as may be amended from time to
time in accordance with its terms.
"Loan" means the advance of moneys from the Lender to the City and MPA pursuant to
this Line of Credit Agreement.
"MPA" means the Department of Off -Street Parking of the City created by the Charter of
the City or the MPA, board or body succeeding such MPA by whatever name at the time given to
such MPA and having jurisdiction over or control of the Parking System.
"MPA Board" means the Board of Directors of MPA, as constituted from time to time.
"MPA CEO" means the Chief Executive Officer of the MPA or his designee.
"MPA CFO" means the Chief Financial Officer of the MPA or his designee.
"Maturity Date" means [36 months from closing].
"Net Revenues" means the excess of Revenues over Current Expenses.
"Notes" mean, collectively, the Series 2019A Note and the Series 2019B Note.
"Ordinance" means Ordinance No. enacted by the City on March 28, 2019, as
may be amended and supplemented from time to time.
"Parking System" means, except as provided below, all existing real property, parking
garages, parking lots, off-street parking facilities and related facilities, structures, equipment and
machinery presently owned by the City or the MPA and operated by the MPA in connection
with the public parking of motor vehicles; the on -street parking meters installed at any time or
near the curbs of the streets within the jurisdiction of the MPA (subject to removal or relocation,
as provided in Section 713 of the Bond Ordinance); and any Additional System Facilities and any
parking garages and off-street parking facilities added to the Parking System pursuant to the
Bond Ordinance. "Parking System" shall not include, unless expressly provided in a subsequent
ordinance or resolution, any airspace above a parking lot, parking garage or parking structure,
commencing at such height above such lot, garage or structure as shall not materially interfere
with the operation thereof as a parking facility.
"Paying Agent" means the MPA CFO.
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"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 the Net Revenues available therefor in the General Reserve
Account under the Bond Ordinance. Except for payments from the General Reserve Account, no
money in any other Fund or Account created pursuant to the provisions of the Bond Ordinance
shall be used to pay the principal of, or the interest or redemption premium, if any, on, the
Notes.
"Principal Balance" means the aggregate amount of principal outstanding under the
Notes at any time which amount shall equal the sum of all Advances less any prepayments of
principal.
"Projects" means capital improvement projects, including land acquisition, new parking
facilities and related projects improvements to existing parking facilities, and other system
related projects, including the acquisition and construction of any facilities which the MPA
Board and the MPA may operate and maintain pursuant to law.
"Register" means the books maintained by the Registrar in which are recorded the name
and address of the Registered Owner of the Notes.
"Registered Owner" means the person in whose name the ownership of the Notes 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 Clerk.
"Regulations" means the Income Tax Regulations promulgated by the Internal Revenue
Service under Sections 103 and 141 through 150 of the Code.
"Revenues" means (a) except to the extent hereinafter excluded, all income earned by the
MPA from the operation and use of and for the services furnished or to be furnished by the
Parking System and all income earned from the ownership and rental of the Parking System and
properties financed by Subordinated Debt and by Interim Indebtedness, (b) income received by
the MPA under any agreement to manage or operate facilities on behalf of any person, (c) any
proceeds of business interruption insurance, and (d) the investment income on, and the income
and gains realized upon the maturity or sale of, securities held by or on behalf of the City or the
MPA in any Funds and Accounts established by the Bond Ordinance. There shall not be
included in Revenues (i) any grants, contributions or donations; (ii) proceeds from the sale and
disposition of all or any portion of the Parking System; (iii) income from the operation of any
facilities to which reference is made in Section 717 of the Bond Ordinance for so long as such
facilities are not part of the Parking System; (iv) to the extent and for so long as such income is
pledged to secure the financing for the same, rental income from the leasing of any land used in
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connection with, or income from the operation of, any facilities to which reference is made in
Section 717 of the Bond Ordinance; (v) any proceeds of insurance other than as mentioned above;
(vi) investment income from the investment of moneys in the Construction Fund; and (vii) the
proceeds of any borrowing.
"Series 2019A Note" means the Parking System Line of Credit Note, Series 2019A, of the
City, substantially in the form attached hereto as Exhibit A-1.
"Series 2019B Note" means the Taxable Parking System Line of Credit Note, Series 2019B,
of the City, substantially in the form attached hereto as Exhibit A-2.
"State" means the State of Florida.
"2019A Interest Rate" means the tax-exempt per annum interest rate equal to the LIBOR
Index plus 0.68 multiplied by 0.80.
"201913 Interest Rate" means the taxable per annum interest rate equal to the LIBOR Index
plus 0.68.
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 Line of Credit Agreement and all the
terms and provisions hereof (a) have been negotiated between the City, the MPA 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 and MPA hereby accept the Loan,
upon the terms and conditions set forth herein.
B. Disbursement of Proceeds. Proceeds of the Loan shall be made available to the
City, on behalf of MPA, in one or more Advances. The proceeds of each Advance shall be used
for the Projects.
SECTION 4. DESCRIPTION OF NOTES. The obligation of the City and MPA to
repay the Loan shall be evidenced by the Notes. The Notes shall be dated as of the Date of
Delivery; shall mature on the Maturity Date; and shall be in registered form.
A. Amount of Notes. The Principal Balance of the Notes shall be equal to the
aggregate amount of all Advances requested by the MPA and disbursed by the Lender less the
amounts of principal repaid by the City and MPA to the Lender, provided however, that the
aggregate principal amount outstanding at any time under the Notes shall not exceed Ten
Million Dollars ($10,000,000.00). Notwithstanding the foregoing, the City and MPA may draw
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up to $10,000,000.00 on the Series 2019A Note or the Series 2019B Note provided that the
aggregate amount drawn at any time under the Notes does not exceed $10,000,000.00.
B. Interest Rate. Interest on the Series 2019A Note shall equal the 2019A Interest
Rate, and interest on the Series 2019B Note shall equal the 2019B Interest Rate. Interest on the
Notes shall be calculated using a 365 -day year for the actual number of days elapsed.
C. Payments. Except as set forth in the next sentence, interest on the Notes shall be
paid on the 1S1 day of each month, commencing 1, 2019. Principal shall be paid on the
Maturity Date. Additional principal prepayments shall be made as required by Section 10.A
hereof.
D. Advances under the Notes. The Lender agrees, on the terms and conditions set
forth in this Agreement, to lend to the City and MPA from time to time amounts in aggregate not
to exceed $10,000,000.00 on the date such Advance is to be made, to be used by the City and
MPA to pay costs of the Projects. An Advance may be requested at any time until the Maturity
Date. If, on any Business Day, the Lender receives at the location specified for the delivery of a
Notice of Advance, in the form attached hereto as Exhibit "B", from the MPA CFO, and if the
conditions hereof to funding a requested Advance have been satisfied, the Lender will fund the
Advance on the later of the Business Day requested by the MPA or the Business Day following
the Lender's determination that the conditions have been satisfied. Each Notice of Advance shall
specify the following information:
(i) the aggregate amount of the requested Advance;
(ii) the requested Borrowing Date and time of funding, which shall be not
earlier than 2:00 p.m. of the next Business Day following the Lender's receipt of
such Notice of Advance; and
(iii) the wire instruction for where the proceeds of the proposed Advance
should be transferred.
Each Advance constitutes a representation by the City and MPA that they remain in full
compliance with the terms of this Line of Credit Agreement, that no Event of Default currently
exists and that no Event of Default, that has not been cured within any applicable grace and
notice period, would exist with the passage of time or the giving of notice.
The Lender shall not be required to make any further Advances if an Event of Default
has occurred and is continuing.
If the City or MPA become aware or are notified by the Lender that a change in law is
pending that will prevent future Advances from being made, the interest on which is
excludable from the gross income of the Registered Owner, the MPA may request an Advance
under the Series 2019A Note of as much of the Loan as it believes it needs for the completion of
the Projects.
E. Reductions of the Principal. Upon two Business Days' written notice by the City
to the Lender, the City may pay an amount to the Lender to reduce the principal amount
outstanding at any time without penalty.
F. Unlawful Rate of Interest. Notwithstanding any provision of the Notes or this
Line of Credit Agreement to the contrary, it is the intent of the City, the MPA and the Lender
that the Lender hereof shall never be entitled to receive, collect or apply as interest on principal
of the indebtedness any amount in excess of the maximum rate of interest permitted to be
charged by applicable law; and in the event the Lender ever receives, collects, or applies as
interest any such excess, such amount which should be excessive interest shall be deemed a
partial prepayment of principal and treated hereunder as such; and, if the principal of the
indebtedness secured hereby is paid in full, any remaining excess funds shall be paid to the
City. This provision shall control every other provision of the Notes and this Line of Credit
Agreement.
SECTION 5. EXECUTION OF NOTES. The Notes shall be executed in the name of the
City by the City Manager and attested by the Clerk, and its corporate seal or a facsimile thereof
shall be affixed thereto or reproduced thereon. The Notes may be signed and sealed on behalf of
the City by any person who at the actual time of the execution of the Notes shall hold the
appropriate office in the City, although at the date thereof the person may not have been so
authorized. The Notes may be executed by the facsimile signatures of the City Manager and/or
Clerk, provided that at least one of the foregoing signatures must be a manual signature.
SECTION 6. REGISTRATION AND TRANSFER OF NOTES. The Notes shall be and
shall have all the qualities and incidents of a negotiable instrument, and each Registered Owner,
in accepting the Notes, shall be conclusively deemed to have agreed that such Notes 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 the Series 2019A Note or Series 2019B Note is shown on the
Register shall be deemed the Registered Owner thereof by the City and the Registrar, who may
treat the Registered Owner as the absolute owner of the Series 2019A Note or Series 2019B Note
for all purposes, whether or not the Notes shall be overdue, and any notice to the contrary shall
not be binding upon the City or the Registrar.
Ownership of the Notes may be transferred or assigned only upon the Register. Upon
surrender to the Registrar for transfer or exchange of the Notes 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
Series 2019A Note or Series 2019B Note, as applicable, of the same amount, maturity and interest
rate as the Note(s) surrendered. Provided however, any assignment or transfer by the
Registered Owner of the Note shall be in whole and not in part.
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The Notes presented for transfer, exchange, redemption or payment (if so required by the
City or the Registrar) shall be accompanied by a written instrument or instruments of transfer or
authorization for exchange, in a form and with guaranty of signature satisfactory to the City
Attorney, Bond Counsel, or the Registrar, duly executed by the Registered Owner or by his duly
authorized attorney.
The City Manager and 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 Series 2019A Note or Series 2019B Note but
no reimbursement shall be required in connection with the first such exchange or transfer. The
Registrar or the City Manager may also require payment from the Registered 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 a governmental entity other than the City.
Such charges and expenses shall be paid before any such new Series 2019A Note or Series 2019B
Note shall be delivered.
The new Series 2019A Note or Series 2019B Note delivered upon any transfer or exchange
shall be a valid obligation of the City and of MPA, evidencing the same debt as the Series 2019A
Note or Series 2019B Note surrendered, shall be secured under this Line of Credit Agreement,
and shall be entitled to all of the security and benefits hereof to the same extent as the Series
2019A Note or Series 2019B Note surrendered.
Whenever a Series 2019A Note or Series 2019B Note shall be delivered to the Registrar for
cancellation, upon payment of the principal amount thereof, or for replacement, transfer or
exchange, such Series 2019A Note or Series 2019B Note shall be cancelled and destroyed by the
Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be
furnished to the City.
SECTION 7. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case the
Notes 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 and MPA may prescribe and paying such reasonable expenses as the City
and MPA may incur, the Registrar shall issue and deliver a new Note of like tenor as the Note so
mutilated, destroyed, stolen or lost, in lieu of or substitution for the Note, if any, destroyed,
stolen or lost, or in exchange and substitution for such mutilated Note, upon surrender of such
mutilated Note, if any, to the Registrar and the cancellation thereof; provided however, if the
Note shall have matured or be about to mature, instead of issuing a substitute Note, the City or
MPA may pay the same, upon being indemnified as aforesaid, and if such Note be lost, stolen or
destroyed, without surrender thereof. Any Note surrendered under the terms of this Section 7
shall be cancelled by the Registrar.
Any such new Note issued pursuant to this section shall constitute an original, additional
contractual obligation on the part of the City and MPA whether or not, as to the new Note, the
lost, stolen or destroyed Note be at any time found by anyone, and such new Note shall be
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entitled to equal and proportionate benefits and rights as to security for payment to the same
extent as the Note originally issued hereunder.
SECTION 8. FORM OF NOTES. The Notes 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 Line of Credit Agreement.
SECTION 9. SECURITY FOR NOTES; NOTES NOT DEBT OF THE CITY OR MPA.
The payment of the principal of and interest on the Notes shall be secured forthwith solely by a
lien upon and pledge of the Pledged Revenues. The principal of and interest on the Notes shall
not constitute a general obligation or indebtedness of the City or MPA, but shall be a limited
obligation of the City and of MPA payable solely from the Pledged Revenues as provided herein.
The Registered Owner shall never have the right to compel the levy of ad valorem taxes upon
any property of or in the City for the payment of the principal of and interest on the Notes.
SECTION 10. COVENANTS OF THE CITY AND MPA. Until the principal of and
interest on the Notes shall have been paid in full or provision for payment of the Notes shall
have been made in accordance with the provisions of this Line of Credit Agreement, the City
and MPA covenant with the Registered Owner of each Note as follows:
A. Payments. The City and MPA will punctually pay all principal of and interest on
the Notes when due by wire transfer or other medium acceptable to the City, the MPA and the
Lender, as provided by Section 4 hereof.
B. Financial Statements. The MPA shall provide to the Lender its unqualified
audited year-end financial statements no later than 270 days after the end of each Fiscal Year
prepared by a certified public accountant in accordance with generally accepted accounting
principles.
C. Annual Budget and Other Information. The MPA will prepare its annual budget
in accordance with the Act, and will provide to the Lender a copy of its final annual budget for
each Fiscal Year within 30 days of approval thereof by the City Commission, and the City and
the MPA will provide the Lender such other financial or public information as the Lender may
reasonably request.
D. Tax Compliance. Neither the City, the MPA nor any third party over whom the
City or the MPA has control, will make any use of, or permit an omission of use, of the proceeds
of the Series 2019A Note at any time during the term of the Series 2019A Note which would
cause the Series 2019A Note 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 City and MPA covenant throughout the term of the Series 2019A Note 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
11
exclusion from gross income for purposes of the Code of interest on the Series 2019A Note,
including without limitation, the payment of arbitrage rebate, if required.
The City and MPA make each of the representations, warranties and covenants contained
in the Tax Certificate delivered with respect to the Series 2019A Note. By this reference, all
terms, conditions, and covenants in said Tax Certificate are incorporated in and made a part of
this Line of Credit Agreement.
E. Additional Debt. Additional debt may be issued so long as the provisions for
issuance of Additional Bonds or Subordinate Debt are met pursuant to the Bond Ordinance.
F. Subordinate Debt. The Notes shall be considered Subordinate Debt as provided in
the Bond Ordinance.
SECTION 11. REPRESENTATIONS AND WARRANTIES. The City and MPA
represent and warrants to the Lender that:
A. Organization. The City is a municipal corporation, duly organized and existing
under the laws of the State of Florida.
B. Authorization of Line of Credit Agreement and Related Documents. The City
and MPA have the power and have taken all necessary action to authorize the execution and
delivery of and the performance by the City and MPA of its obligations under, this Line of Credit
Agreement and the Notes in accordance with their respective terms. This Line of Credit
Agreement and the Notes have been duly executed and delivered by the City and MPA and are
valid and binding obligations of the City and MPA, enforceable against the City and MPA 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 and MPA or by general principles of equity regarding the availability of specific
performance.
C. Financial Statements. The audited financial statements of the MPA for the Fiscal
Year ended September 30, 2017 (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 MPA 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 and any Advance 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 Ordinance certified as
complete and correct as of the closing date, together with an executed Line of Credit Agreement,
the executed Notes, and the customary closing certificates.
12
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 Line of
Credit Agreement, the Notes, 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 municipal corporation of
the State; (2) the due enactment of the Ordinance; (3) the due authorization and execution of this
Line of Credit Agreement and the Notes, and the transaction contemplated hereby and thereby;
(4) the Line of Credit Agreement and the Notes 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
Notes, pledge the Pledged Revenues, and (c) the procedures governing the authorization and
issuance of the Notes, in a form and substance satisfactory to the Lender.
D. Certificate of MPA CFO. The Lender shall have received a certification from the
MPA CFO that: (1) since the date of the Financial Statements referred to in Section 10.D. above,
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 such Financial Statements (and to the MPA CFO'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 on behalf of the MPA 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 City to the foregoing effect.
F. Lender Payments. Lender shall have received payment of all fees required
pursuant to the Commitment.
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 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 reputable
overnight courier service to the parties at the following addresses:
13
City: City of Miami, Florida
444 S.W. 2nd Avenue
Miami, FL 33130
Fax:
Attention: City Manager, with a required copy to the City Attorney at the
same address, and a required copy to the Clerk at the same address.
CC: Department of Off -Street Parking of the City
a/k/a Miami Parking Authority
40 NW 3rd Street, Suite 1103
Miami, FL 33130
Fax:
Attention: Chief Financial Officer
Lender: Capital Bank, a division of First Tennessee Bank National Association
4699 Nob Hill Road
Sunrise, FL 33351
Fax: (954) 748-3444
Attention: Edward F. DeVarona, Vice President
CC: Frank, Weinberg & Black, P.L.
7805 SW 6 Court
Plantation, FL 33324
Fax: (954) 474-9850
Attention: Steven C. Elkin, Esq.
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 Line of Credit 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 Notes
within 5 Business Days of the date due.
B. Failure by the City or MPA to observe and perform any other covenant, condition
or agreement on its part to be observed or performed under this Line of Credit Agreement for a
period of thirty (30) days after written notice of such default or failure was or was by the terms
hereof required to be delivered to the City by the Lender, unless the Lender shall agree in
writing to an extension of such time prior to its expiration.
14
C. The making of any warranty, representation or other statement by the City or by
an officer or agent of the City in this Line of Credit Agreement or in any instrument furnished in
compliance with or in reference to this Line of Credit 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 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.
F. The admission by the City of its or MPA's 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 or MPA'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 MPA 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 15. REMEDIES. Upon the occurrence and during the continuance of an
Event of Default, 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 this Line of Credit Agreement, and to enforce and
compel the performance of all duties required by this Line of Credit Agreement or by any
applicable laws to be performed by the City, MPA, the City Commission or by any officer
thereof, and may take all steps to enforce this Line of Credit Agreement to the full extent
permitted or authorized by the laws of the State of Florida or the United States of America.
The City, the MPA 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 Notes or arising out of, under
or in conjunction with the Notes, this Line of Credit Agreement or out of any course of conduct,
course of dealing, statements (verbal or written), or actions of the City, the MPA or the Lender.
SECTION 16. NO PERSONAL LIABILITY. No recourse shall be had for the payment
of the principal of and interest on the Notes or for any claim based on the Notes or on this Line of
Credit Agreement, against any present or former member or officer of the City Commission or
any person executing the Notes.
SECTION 17. 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 Line of Credit Agreement, shall be other than a
15
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 Line of
Credit Agreement.
SECTION 18. AMENDMENTS, CHANGES AND MODIFICATIONS. This Line of
Credit Agreement may be amended only by a writing approved with the same formality as this
Agreement, signed by both parties hereto.
SECTION 19. AUDIT AND INSPECTION RIGHTSAND RECORDS RETENTION.
The Lender agrees to provide access to the City and MPA or to any of their duly authorized
representatives, to any books, documents, papers, and records of the Lender which are directly
pertinent to this Line of Credit Agreement and the Notes, for the purpose of audit, examination,
excerpts, and transcripts which are related to (a) proof of payment, (b) documentation relating to
interest rate adjustments in the event of default, and (c) documents determined to be public
records. The City may, at reasonable times, and for a period of up to three (3) years following the
date of final payment by the City to the Lender under this Line of Credit Agreement, audit and
inspect, or cause to be audited and inspected, those books, documents, papers, and records of the
Lender which are related to Lender's performance under this Line of Credit Agreement. The
Lender agrees to maintain any and all such books, documents, papers, and records at its
principal place of business for a period of three (3) years after final payment is made under this
Line of Credit Agreement and all other pending matters are closed.
SECTION 20. 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 Line of Credit Agreement, the Ordinance or the Notes, or any
instrument delivered pursuant to this Line of Credit 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 21. PUBLIC RECORDS LAWS. The City, MPA and the Lender acknowledge
and agree that this Line of Credit Agreement and the Notes are public records within the
meaning of Florida Public Records laws. Should the City or MPA receive a request to copy or
inspect a public record that the City or MPA do not possess, but the City or MPA believe the
Lender may possess, the City or MPA shall forward such public records request to the Lender in
writing and the City, MPA and the Lender shall work together expeditiously to determine
whether the Lender possesses such public record and if so to comply with the request. Provided,
that should the Lender believe (1) that any public records request is subject to an exemption for
the Lender under the Florida Public Records laws, or (2) that the Florida Public Records laws do
not apply to the Lender with respect to the public records request, the Lender shall so notify the
16
City and MPA in writing. If the City or MPA disagree with the position of the Lender, then the
City or MPA may take such further action as it deems necessary to enforce production of the
document or other record in question.
In addition, if the Lender receives a request to copy or inspect a public record from any
party other than the City, MPA or another governmental agency, the Lender shall not honor the
request. Rather, the Lender shall forward the request to the City and MPA and the provisions
and procedures in the preceding paragraph shall be applied to the forwarded request.
IF THE LENDER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE LENDER'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS LINE OF CREDIT AGREEMENT, ALL EXHIBITS
HERETO, AND THE NOTES, PLEASE CONTACT THE DIVISION OF PUBLIC RECORDS
AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR
MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH
FL, MIAMI, FL 33130. THE LENDER MAY ALSO CONTACT THE MPA CFO WHO IS
ADMINISTERING THIS LINE OF CREDIT AGREEMENT AND THE NOTES.
SECTION 22. BINDING EFFECT. To the extent provided herein, this Line of Credit
Agreement shall be binding upon the City, the MPA and the Lender and shall inure to the
benefit of the City, the MPA and the Lender and their respective successors and assigns. This
Line of Credit Agreement shall be discharged and neither the City, the MPA nor the Lender
shall have any further obligations hereunder or under the Notes when the City or the MPA
shall have paid the principal of and interest on the Notes in full and shall have paid in full all
other amounts, if any, due under the Notes or this Line of Credit Agreement.
SECTION 23. SEVERABILITY. In the event any court of competent jurisdiction shall
hold any provision of this Line of Credit Agreement invalid or unenforceable, such holding shall
not invalidate or render unenforceable, any other provision hereof.
SECTION 24. EXECUTION IN COUNTERPARTS. This Line of Credit 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 25. APPLICABLE LAW. This Line of Credit Agreement shall be governed by
and construed in accordance with the laws of the State.
SECTION 26. ASSIGNMENT. The Lender may assign its rights hereunder to any
party to whom it sells or transfers the Notes. Neither the City nor the MPA may assign its rights
or obligations to any third party without the consent of the Lender.
SECTION 27. TIME IS OF THE ESSENCE. Time is of the essence with respect to all
obligations set forth in this Line of Credit Agreement and the Notes.
17
IN WITNESS WHEREOF, the parties hereto have duly executed this Line of Credit
Agreement as of the date first above written.
(SEAL)
ATTEST:
in
Todd H. Hannon, City Clerk
CITY OF MIAMI, FLORIDA
Emilio T. Gonzalez, Phd., City Manager
APPROVED as to Insurance Requirements:
APPROVED AS TO FORM AND
CORRECTNESS By:
Los
Victoria Mendez, City Attorney
Anne -Marie Sharp, Risk Management
Director
DEPARTMENT OF OFF-STREET PARKING
a/k/a Miami Parking Authority
RE
In
Arthur Noriega, Chief Executive Officer
Scott Simpson, Chief Financial Officer
[Signature page to Line of Credit Agreement]
CAPITAL BANK, a division of First Tennessee
Bank National Association
10
Name: Edward F. DeVarona
Title: Vice President
19
EXHIBIT A-1
FORM OF SERIES 2019A NOTE
ANY OWNER SHALL, PRIOR TO BECOMING AN OWNER, EXECUTE A LENDER'S
CERTIFICATE IN THE FORM ATTACHED TO THE ORDINANCE (HEREIN DEFINED)
CERTIFYING, AMONG OTHER THINGS, THAT SUCH OWNER IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS
AMENDED AND REGULATION D THEREUNDER.
No. R-1 Not to Exceed $10,000,000.00
STATE OF FLORIDA
MIAMI-DADE COUNTY
CITY OF MIAMI, FLORIDA
PARKING SYSTEM LINE OF CREDIT NOTE, SERIES 2019A
INTEREST RATE MATURITY DATE DATE OF ISSUE
o�
0
REGISTERED OWNER:
PRINCIPAL AMOUNT: Not to Exceed Ten Million Dollars
, 2019
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, on the
Maturity Date, or sooner as provided herein, the principal sum of $10,000,000.00 or the
amount so advanced and the interest on the outstanding principal hereof from the date of
this Note or from the most recent date to which interest has been paid, whichever is
applicable, until payment of such principal, 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 Clerk for CITY OF MIAMI, as Registrar and Paying
Agent. The principal of, and interest on this Note are payable in lawful money of the
United States of America. Interest shall be payable at the Interest Rate stated above.
Interest due hereon shall be calculated on the basis of a 365 -day year for the actual number
of days elapsed.
This Note is being issued in the not to exceed aggregate principal amount
$10,000,000.00 to pay the costs of the Projects under the authority of and in full compliance
EVI
with the Constitution and Statutes of the State of Florida, including particularly Chapter
166, Part I1, Florida Statutes, as amended, and other applicable provisions of law, and
Ordinance No. , duly enacted by the City Commission on , 2019 (the
"Ordinance"), and pursuant to a Line of Credit Agreement between the City, on behalf of
the MPA, and the Registered Owner, dated --, 2019 (the "Line of Credit Agreement"), to
which reference should be made to ascertain those terms and conditions. The terms and
provisions of the Line of Credit Agreement and the Ordinance, including without
limitation, the definitions therein, are hereby incorporated as a part of this Note. The
principal of this Note shall be disbursed by the Registered Owner hereof to the City in one
or more Advances in accordance with the Line of Credit Agreement. Upon request by the
City or the MPA to the Registered Owner, the City or the MPA may pay an amount to
reduce the principal amount outstanding at any time without penalty.
The aggregate principal amount outstanding at any time under this Note and the
Taxable Parking System Line of Credit Note, Series 2019B, in the principal amount of Ten
Million Dollars ($10,000,000.00) (the "Series 2019B Note") shall not exceed Ten Million
Dollars ($10,000,000.00). Notwithstanding the foregoing, the City and MPA may draw up
to $10,000,000.00 on this Note or the Series 2019B Note provided that the aggregate
amount drawn at any time under this Note and the Series 2019B Note does not exceed
$10,000,000.00.
This Note 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
Ordinance and the Line of Credit Agreement. This Note shall not constitute a general
obligation or indebtedness of the City and MPA, but shall be a limited obligation of the
City and of MPA payable solely from the Pledged Revenues as provided in the Line of
Credit 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 Note. Reference is made to the Line of Credit Agreement for the
provisions relating to the security for payment of this Note and the duties and obligations
of the City and MPA 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 Line of Credit Agreement, and
to enforce and compel the performance of all duties required by the Line of Credit
Agreement or by any applicable laws to be performed by the City and MPA, the City
Commission or by any officer thereof, and may take all steps to enforce the Line of Credit
Agreement to the full extent permitted or authorized by the laws of the State of Florida or
the United States of America.
This Note is subject to all the terms of the Line of Credit Agreement and Schedule I
attached hereto.
EW
Time is of the essence of all obligations pursuant to this Note and the Line of
Credit 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 Note, have been performed, exist and have
happened in regular and due form and time as so required.
[Remainder of page left intentionally blank]
FEW
IN WITNESS WHEREOF, City of Miami, Florida, has caused this Note to be
executed by the City Manager and attested by the 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.
(SEAL)
ATTEST:
Todd H. Hannon, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
an
Victoria Mendez, City Attorney
CITY OF MIAMI, FLORIDA
FIX
Emilio T. Gonzalez, Phd., City Manager
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes issued under the provisions of the within mentioned
Ordinance.
Date of Authentication:
, 2019
City Clerk of City of Miami, Florida,
as Authenticating Agent
an
Authorized Officer
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 Note of City of
Miami, Florida, and does hereby constitute and appoint,
attorney, to transfer the said Note 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:
FEW
NOTICE: No transfer will be
registered and no new Note 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 Note 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.
FORM OF SERIES 2019E NOTE
ANY OWNER SHALL, PRIOR TO BECOMING AN OWNER, EXECUTE A LENDER'S
CERTIFICATE IN THE FORM ATTACHED TO THE ORDINANCE (HEREIN DEFINED)
CERTIFYING, AMONG OTHER THINGS, THAT SUCH OWNER IS AN "ACCREDITED
INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS
AMENDED AND REGULATION D THEREUNDER.
No. RB -1 Not to Exceed $10,000,000.00
STATE OF FLORIDA
MIAMI-DADE COUNTY
CITY OF MIAMI, FLORIDA
TAXABLE PARKING SYSTEM LINE OF CREDIT NOTE, SERIES 2019E
INTEREST RATE MATURITY DATE DATE OF ISSUE
o�
a
REGISTERED OWNER:
PRINCIPAL AMOUNT: Not to Exceed Ten Million Dollars
, 2019
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, on the Maturity
Date, or sooner as provided herein, the principal sum of $10,000,000.00 or the amount so
advanced and the interest on the outstanding principal hereof from the date of this Note
or from the most recent date to which interest has been paid, whichever is applicable, until
payment of such principal, 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 Clerk for City of Miami, as Registrar and Paying Agent. The principal
of, and interest on this Note are payable in lawful money of the United States of America.
Interest shall be payable at the Interest Rate stated above. Interest due hereon shall be
calculated on the basis of a 365 -day year for the actual number of days elapsed.
This Note is being issued in the not to exceed aggregate principal amount
$10,000,000.00 to pay the costs of the Projects 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, and other applicable provisions of law, and
Ordinance No. , duly enacted by the City Commission on , 2019 (the
EIN
"Ordinance'), and pursuant to a Line of Credit Agreement between the City on behalf of
the MPA and the Registered Owner, dated 2019 (the "Line of Credit Agreement"), to
which reference should be made to ascertain those terms and conditions. The terms and
provisions of the Line of Credit Agreement and the Ordinance, including without
limitation, the definitions therein, are hereby incorporated as a part of this Note. The
principal of this Note shall be disbursed by the Registered Owner hereof to the City in one
or more Advances in accordance with the Line of Credit Agreement. Upon request by the
City or the MPA to the Registered Owner, the City or the MPA may pay an amount to
reduce the principal amount outstanding at any time without penalty.
The aggregate principal amount outstanding at any time under this Note and the
Parking System Line of Credit Note, Series 2019A, in the principal amount of Ten Million
Dollars ($10,000,000.00) (the "Series 2019A Note") shall not exceed Ten Million Dollars
($10,000,000.00). Notwithstanding the foregoing, the City and MPA may draw up to
$10,000,000.00 on this Note or the Series 2019A Note provided that the aggregate amount
drawn at any time under this Note and the Series 2019A Note does not exceed
$10,000,000.00.
This Note 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
Ordinance and the Line of Credit Agreement. This Note shall not constitute a general
obligation or indebtedness of the City, but shall be a limited obligation of the City and of
MPA payable solely from the Pledged Revenues as provided in the Line of Credit
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 Note. Reference is made to the Line of Credit Agreement for the
provisions relating to the security for payment of this Note and the duties and obligations
of the City and MPA 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 Line of Credit Agreement, and
to enforce and compel the performance of all duties required by the Line of Credit
Agreement or by any applicable laws to be performed by the City and MPA, the City
Commission or by any officer thereof, and may take all steps to enforce the Line of Credit
Agreement to the full extent permitted or authorized by the laws of the State of Florida or
the United States of America.
This Note is subject to all the terms of the Line of Credit Agreement and Schedule I
attached hereto.
Time is of the essence of all obligations pursuant to this Note and the Line of
Credit Agreement.
/WV:?
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 Note, have been performed, exist and have
happened in regular and due form and time as so required.
[Remainder of page left intentionally blank]
I_6:
IN WITNESS WHEREOF, City of Miami, Florida, has caused this Note to be
executed by the City Manager and attested by the 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.
(SEAL)
ATTEST:
Todd H. Hannon, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
an
Victoria Mendez, City Attorney
CITY OF MIAMI, FLORIDA
I_0[11
Emilio T. Gonzalez, Phd., City Manager
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes issued under the provisions of the within mentioned
Ordinance.
Date of Authentication:
2019
City Clerk of City of Miami, Florida,
as Authenticating Agent
I_0fl
Authorized Officer
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 Note of City of
Miami, Florida, and does hereby constitute and appoint,
attorney, to transfer the said Note 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:
UMN
NOTICE: No transfer will be
registered and no new Note 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 Note 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.
EXHIBIT 'B"
FORM OF NOTICE OF ADVANCE
City of Miami, Florida
[Taxable] Parking System Line of Credit Note, Series [2019A] [2019B]
Requisition No.:
Amount Requested: $.
1. The Department of Off -Street Parking a/k/a Miami Parking Authority (the
"MPA") hereby certifies that proceeds from this Notice of Advance have been or will be
used for lawful purposes for the Projects which consist of , and has not
been the basis of any previous disbursement;
2. The MPA remains in full compliance with the terms of the Line of Credit
Agreement (dated 2019 between MPA and Capital Bank (the "Lender") relating
to the above referenced Notes (the "Line of Credit Agreement"));
3. The MPA hereby certifies that no Event of Default, or event that with the
giving of notice or the passage of time, or both, would constitute an Event of Default,
exists;
4. Unless otherwise noted, all capitalized terms herein shall have the
meanings assigned to them in the Line of Credit Agreement; and
5.
The City hereby instructs the Lender to fund an advance in the amount of
and send the money to [insert wire or deposit instructions].
This day of 2019.
DEPARTMENT OF OFF-STREET PARKING
a/k/a Miami Parking Authority
as
Scott Simpson, Chief Financial Officer
I:1MI