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HomeMy WebLinkAboutExhibit B.. : DRAFT FORM OF LENDER'S CERTIFICATE This is to certify that , or its prior approved assignee (the "Lender") has not required the City of Miami, Florida (the "City") and the City's Department of Off -Street Parking a/k/a Miami Parking Authority ("MPA") 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 City and MPA in connection with the issuance by the City (on behalf of MPA) of its not to exceed aggregate principal amount of Ten Million Dollars ($10,000,000.00) Parking System Tax -Exempt Line of Credit Note, Series 2019A and Taxable Parking System Line of Credit Note, Series 2019B (collectively, the "Notes "), and no inference should be drawn that the Lender, in the acceptance of said Notes, 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 Ordinance No. enacted by the City Commission of the City on , 2019 (the "Ordinance"). We are aware that investment in the Notes involves various risks, that the Notes are not a general obligation of the City nor of MPA or payable from ad valorem tax revenues, and that the payment of the Notes is secured solely from the sources described in the Ordinance (the "Pledged Revenues"). We have made such independent investigation of the Pledged Revenues and the Projects as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our investment 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 investment in the Notes and can bear the economic risk of our investment in the Notes. We acknowledge and understand that the Ordinance is not required to be qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and that the Notes are not required to be 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 City, Bond Counsel nor the City Attorney shall have any obligation to effect any such registration or qualification. The Notes have been purchased for the account of the Lender for investment purposes only and not with a present view to the distribution, transfer or resale thereof. The Lender intends to hold and book the Notes as a loan in its loan portfolio; the Lender acknowledges that the use of the word "note" in the name of the debt instrument is not intended to indicate that the instrument is or is not a security within the meaning of the Securities Act of 1933. The Lender currently intends to hold such Notes for its own account and for an indefinite period of time and does not currently intend to dispose of all or any portion of such Notes. The Lender hereby covenants that if the Lender subsequently decides to transfer, distribute or resell the Notes, it shall request prior written approval of the MPA and of the City, and that the Lender shall comply in all respects with all laws then applicable with respect to any such transfer, distribution or resale which must be to another accredited investor which provides to the City and MPA a certificate in a form acceptable to Bond Counsel and the City Attorney. We understand that the Notes may not be transferred in a denomination less than the par amount outstanding at the time of transfer and may only be transferred in whole to a "Permitted Lender" with the City's and MPA's prior written consents. "Permitted Lender' means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans and is authorized to do business in the State of Florida. 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 Notes 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. We understand that the Notes are not a municipal security and that, unless required, no filing will be made with respect to the Notes with EMMA, the Municipal Securities Rulemaking Board continuing disclosure site. We understand that there will be no CUSIPs obtained for the Notes and no credit rating will be obtained on the Notes. DATED this _ of 12019. [BANK] By: Name: Title: Attest By: Name: _ Title: