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HomeMy WebLinkAboutLegislationCity of Miami Legislation Resolution: R-10-0565 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 10-01450 Final Action Date:12/16/2010 A RESOLUTION OF THE MIAMI CITY COMMISSION WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED FIFTY MILLION DOLLARS ($50,000,000) IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA REVENUE NOTES, SERIES 2010 (PORT OF MIAMI TUNNEL AND ACCESS IMPROVEMENT PROJECT) (THE "NOTES"); PROVIDING FOR THE NEGOTIATED SALE OF SAID NOTES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK"); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTES, AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF A LOAN AGREEMENT, THE NOTES, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; ADDITIONALLY AUTHORIZING THE PAYMENT OF ALL OUTSTANDING INTEREST AMOUNTS TO THE BANK ON THE OUTSTANDING IRREVOCABLE STANDBY LETTER OF CREDIT FOR THE TUNNEL PROJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City had previously entered into a Reimbursement Agreement dated October 7, 2009 with Wachovia Bank, National Association (now known as Wells Fargo Bank, National Association and collectively referred to hereinafter as the "Bank") to provide for the issuance of a Letter of Credit to the State of Florida Department of Transportation ("FDOT") as required by the Interlocal Agreement dated December 31, 2007 ( the "Global Agreement") between the City, Miami -Dade County, Florida (the "County") Southeast Overtown Park West Community Redevelopment Agency ("SEOPW CRA") and the Omni Community Redevelopment Agency ("Omni CRA") to provide security for the City's and the Omni CRA's obligation to provide funding for the Port Tunnel (as such term is described in the Global Agreement); and WHEREAS, due to the timing of the completion of financing and validation process for the bonds to be issued by the Omni CRA to finance its portion of the Port Tunnel as provided in the Global Agreement, the City now desires to fulfill its obligations to the State of Florida in relation to the Port Tunnel and is without currently available funds to do so; and WHEREAS, the City desires to issue not to exceed Fifty Million Dollars ($50,000,000) of City of Miami, Florida Revenue Notes, Series 2010 (Port of Miami Tunnel and Access Improvement Project) (the "Notes") in order to provide interim funding to fulfill its obligations to the State of Florida in relation to the Port Tunnel project portion of the Omni CRA Capital Improvement Projects; and WHEREAS, the City has received a proposal from the Bank to purchase and to hold an aggregate principal amount of not to exceed Fifty Million Dollars ($50,000,000) of the Notes not for resale; and City ©f Miami Page 1 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010 File Number- 10-0/450 Enactment Number: R'/0'0565 VVHEREA8, in accordance with Section 218.385(1). Florida Statutem, as amended, the City Manager has recommended and the City Commission desires tofind, determine and declare as set forth below in Section 3, that a negotiated ao|o of the KJctea is in the boot interests of the City due to the complexities of the market and timing of the issuance of the Notes, the timing of the expiration of the related Letter ofCredit with the Bonk, and in connection with the related pending issuance of bonds to be issued by the C]nnni CRA to finance its and the City'm portion of the Port Tunnel as provided in the Global Agreement; and VVHEREA8, it is in the best interest of the City to approve the negotiated oo|e of the Notes to the Bank to provide for interim financing for the Chv'o obligations to F[}C}T in nm|oUon to the Port Tunnel project portion of the C}rnni CFA Capital Improvement Projects, to authorize the basic parameters of the terms and conditions of a Loon Agreement between the City and the Bank, the Notes and certain agreements and documents inconnection with the issuance therewith, to delegate to the City K4aDa0e[ the determination of certain other details of the Loan Agreement and the Note8, and to authorize the City Manager, the City Attorney, and other appropriate officers of the City and of the [)nnni CRA to do all actions necessary and in the beat interests of the City in connection with the sale, issuance and delivery ofthe Notes; and WHEREAS, the City desires to pay the required outstanding interest payments tothe Bank for the existing irrevocable standby letter ofcredit (the "Letter of Credit") in connection with the Tunnel Project and the closing of the sale of the Notes to the Bank; NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAM[ Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapters 163 and 166. Florida 8totuUso as amended; PertV|| of Chapter 159. Florida 8to*utee, as amended; the City Charter ofthe City of Miami, Florida; applicable City resolutions and CRA resolutions; and other applicable provisions of law (collectively, the "Act"). Gection2. Definitions. All capitalized undefined terms shall have the meaning as set forth in this F(emq|ubon and as defined in the Loan Agreement. In addition tuthe words and banna defined in the recitals to this Raao|uUon. as used herein, the following terms shall have the following meanings herein, unless the context otherwise requires: "Base Rate" means the greatest ofU\ the Bonk'a Prime Rate plus one peroent(1.O9Q permnnunn. or(ii) the Federal Funds Raba plus two percent C3.0Y6\ peronnunn. or Uih seven percent (7.096) per annunn. "Bond Registrar" means the Finance Director of the City. "Default Rate" means g rate equal to the heanmr of the Base Rate plus three percent (3.0096) per annum or the highest rate permitted by law. "Interest Rate" means ovariable rate based unnUla G|MFA|ndex. as more particularly described and subject to adjustment as set forth in the Commitment Letter and the Loan Agreement. "Maturity Date" means the date two years from the date of delivery of the Notes, but not later than City of Miand Page Jofo File Id.-/0-0450 (Version:OPrinted On/Q1161201D File Number: 10-01450 Enactment Number: R- 10-0565 December 30, 2012. "Net Proceeds" means the first net proceeds received by the City from the issuance by the Omni CRA of bonds to finance or refinance the Port Tunnel. "Non -Ad Valorem Revenues" means all of the revenues of the City derived from sources other than ad valorem taxation and legally available to pay the amounts payable hereunder, but only after provision has been made by the City for the payment of the costs of services and programs which are for essential public purposes affecting the health, welfare, and safety of the inhabitants of the City or which are legally mandated, and subject to any prior liens or encumbrances on all or any specified portion thereof, whether now existing or hereafter created. "Notes" mean the not to exceed Fifty Million Dollars ($50,000,000) City of Miami, Florida Revenue Notes, Series 2010 (Port of Miami Tunnel and Access Improvement Project) authorized pursuant to this Resolution. "Resolution(s)" means this Resolution No. R-10-0565 adopted by the City Commission of the City of Miami, Florida on December 16, 2010, as amended and supplemented. "Paying Agent" means the Finance Director of the City. "Pledged Funds" means collectively (i) the amounts on deposit in the Series 2010 Note Fund and any other Funds and Accounts created pursuant to the Loan Agreement and herein pledged to secure the Notes (with the exception of any Rebate Fund), and (ii) the Net Proceeds. "Bank" or "Purchaser" means Wells Fargo Bank, National Association as purchaser and holder of an aggregate principal amount of not to exceed Fifty Million Dollars ($50,000,000) of the Notes. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. Findings Regarding Negotiated Sale: In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Notes, that a negotiated sale of the Notes is in the best interests of the City for the following reasons: (i) The structure and timing of the issuance of the Notes require extensive planning, and it is not practical for the City, the Financial Advisor, and the Bank to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (ii) The Pledge Funds consist of multiple revenue sources which require extensive planning and explanation to the market; and (iii) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility to price and market the related bonds for the Port Tunnel, in order to obtain the most favorable interest rates available; and (iv) The related Letter of Credit is set to expire in early January 2011 and the City is obligated under the Reimbursement Agreement for the Letter of Credit and under the Global Agreement to provide the City's and the CRA's contribution to FDOT. City of Miami Page 3 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010 File Number: 10-01450 Enactment Number: R-10-0565 B. It is in the best interests of the City, its citizens and taxpayers to issue the Notes. C. The Notes shall be payable from (i) the proceeds derived from the sale of the bonds, and (ii) if such proceeds are not sufficient, the Pledged Funds. D. There are expected to be sufficient bond proceeds and Pledged Funds to pay the interest and principal on the Notes as the same become due and payable. E. The Pledged Funds are not now pledged or encumbered in any matter. F. Neither the City nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the Notes and the Notes shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. In accordance with Section 218.385(1), Florida Statutes, as amended, the City hereby finds, determines and declares that a negotiated sale of the Notes is in the best interests of the City due to the complexities of the market and timing of the issuance of the Notes, the timing of the expiration of the related Letter of Credit with the Bank, and in connection with the related pending issuance of bonds to be issued by the Omni CRA to finance its and the City's portion of the Port Tunnel as provided in the Global Agreement, and that the City is selling an aggregate principal amount of not to exceed Fifty Million Dollars ($50,000,000) of the Notes to the Purchaser. Prior to the issuance of the Notes, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached to the Loan Agreement as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which is attached to the Loan Agreement as Exhibit C. Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Notes authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Purchaser. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Purchaser and all Notes shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein and in the Loan Agreement, Section 5. Authorization of the Loan Agreement, the Notes, and All Other Necessary Documents, Agreements, and Instruments. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Notes, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is authorized to negotiate, to execute and to deliver a Loan Agreement with the Bank, (ii) obligations of the City to be known as "Revenue Notes, Series 2010 (Port of Miami Tunnel and Access Improvements Project)" are authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Fifty Million Dollars and No Cents ($50,000,000), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Notes, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement and the Notes. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. Section 6. Description of the Notes. The Notes shall be issued as one or more fully registered Note(s) in the principal amount not to exceed Fifty Million Dollars and No Cents City of Miami Page 4 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010 File Number: 10-01450 Enactment Number: R-10-0565 ($50,000,000), shall be dated as of the date of its/their delivery to the Purchaser thereof and shall mature on the Maturity Date, The Notes shall be payable to the Purchaser, and shall bear interest at the Interest Rate, calculated on the basis of a 365/365 day year for the actual number of days elapsed. The first interest and principal payment shall be payable on December 30, 2011; the second interest and principal payment shall be payable upon the Maturity Date; provided, however, that the total interest and principal shall be payable in full upon earlier redemption. Upon the occurrence of an event of default, any due but unpaid principal and interest on the Notes shall bear interest at the Default Rate from the date due until paid and collected. Anything herein or in the Notes to the contrary notwithstanding, in no event shall the interest rate borne by the Notes exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Notes, the City shall receive Fifty Million Dollars ($50,000,000) from the Bank as the purchase price of the Notes. The Notes shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal and interest on the Notes shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owners of the Notes. The Notes may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Notes, or other authorized denominations of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Notes shall not be transferred unless the new purchaser has executed a "sophisticated investor letter" in substantially the same form and substance as the ''sophisticated investor letter" executed by the original Purchaser of the Notes. Section 7. Execution of Notes. The Notes shall be executed in the name of the City by the Mayor and the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Notes and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Notes, showing approval of the form and correctness thereof. The signatures of the Mayor and the City Manager, the City Clerk, and the City Attorney on the Notes may be by facsimile. If any officer whose signature appears on the Notes ceases to hold office before the delivery of the Notes, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Notes may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Notes shall be the proper officers to sign such Notes, although at the date of such Notes or the date of delivery thereof such persons may not have been such officers, Any Notes delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Notes so authenticated shall be entitled to the benefits of this Resolution. Section 8. Notes Mutilated, Destroyed, Stolen or Lost. If any Note is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Bond Registrar. The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note 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 Note so mutilated, City of Miami Page 5 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010 File Number: 10-01450 Enactment Number: R-10-0565 destroyed, stolen or lost. Section 9. Provisions for Redemption. The Notes may be made subject to redemption prior to their maturity in whole or in part as set forth in the Loan Agreement. Notice of redemption shall be given by deposit in the U.S. mail of a copy of a redemption notice, postage prepaid, at least thirty (30) calendar days before the redemption date to all registered owners of the Notes or portions of the Notes to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Note, or any defect therein, shall not affect the validity of the proceedings for redemption of any Notes or portion thereof with respect to which no failure or defect occurred. Section 10. Form of Notes. The Notes shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 11. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants that it will, in each year any Payments are due, budget and appropriate sufficient Non -Ad Valorem Revenues to make payments of such Payments as they become due. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bank a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to 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 bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to appropriate and budget, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. The City represents that the Tunnel Project serves essential public purposes. Section 12. Tax Covenants. No use will be made of the proceeds of the Notes which, if such use were reasonably expected on the date of issuance of the Notes, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). The City at all times while the Notes and the interest thereon are outstanding will comply with the City of Miami Page 6 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010 File Number: 10-01450 Enactment Number: R- 10-0565 requirements of the Code, including any amendments thereto and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the exclusion of the interest on the Notes from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. Section 13. Security; Notes Not General Indebtedness. The Notes shall not be deemed to constitute general obligations or a pledge of the faith and credit of the City, the OMNI CRA, the State or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of Notes shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the OMNI CRA, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Notes or the interest thereon, nor shall any holder of Notes be entitled to payment of such principal of and interest from any other funds of the City or of the Omni CRA other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Notes and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City or of the OMNI CRA, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Notes shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City does hereby irrevocably pledge, and shall cause the OMNI CRA to irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 14. Sale of Note(s). The Note(s) is/are hereby sold and awarded to the Purchaser, at the purchase price of Fifty Million Dollars ($50,000,000) and the Mayor, the City Manager, the City Clerk, and the City Attorney are hereby authorized to execute and deliver the Note(s) in the form set forth herein and in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay FDOT for the City's and the Omni CRA's obligation for the Port Tunnel under the Global Agreement, as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the commitment of the Purchaser. Execution of the Note by the Mayor, the City Manager, the City Clerk, and the City Attorney shall be conclusive evidence of their approval of the form of the Note(s). Section 15. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the validation and issuance of the bonds or as necessary in connection with the purposes for which the Notes are being issued. Section 16. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution or of the Notes issued hereunder. Section 17. Controlling Law; Members of City Not Liable; Members of OMNI CRA Not City of Miami Page 7 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010 File Number 10'O145O Enactment Number: R-/0-0565 Liable. All oovenonta, sdpu|otions, obligations and agreements of the City and of the [>yWN| CRA contained in this Resolution shall be deemed to be oowenonts, aUpu|otinns, obligations and agreements of the City and of the [)MN\ CRA to the full extent authorized by the Act and provided by the Constitution and laws of the State. No oovenont, adpu|odon, obligation or agreement contained herein shall be deemed to be o oovenant, stipu|otinn, obligation or agreement of any present or future mernber, agent or employee of the City orofthe OMN| CRA in his individual oapooity, and neither the members of the City, the members of the OMN| C}RA, nor any official executing the Notes shall be liable personally on the Notes or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Citv, by the OMN| CFA, or such respective members thereof. Section 18. Further Authorizations. The Mayor and the City Manager or either of then` and the City Clerk, the Finance Oinsotor, and the City Attorney and such other offioene and employees of the City. and the Chief Executive Officer ofthe DW1N| CFAand such other officers and employees of the [)MN| CR\ as may be designated by the Mayor, the City Commission, the Members of the OK8N| CRA. and the City Manager or any of them, are each designated as respective applicable agents of the City and respective applicable agents of the C}K8N\ CRA, as necesaory, in connection with the sa|e, issuance and delivery of the Notes and one authorized and empmvxanad, collectively or individuoUy, to take all action and steps and toexecute all Notes, instrurnents, ognaennonts, certificates, documents and contracts on behalf of the City, and as and if necessary on behalf of the OMN| CR4, including the execution of documentation required in connection with the negotiated sale of the Notes to the Purchooer, that one necessary or desirable in connection with the sa|e, execution and delivery of the Noteo, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Notes heretofore taken by the City and/or by the OW1N| CR\. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Notes on behalf of the City and with any related and required responsibilities of the [)MN| CR/\. Any and all costs incurred in connection with the issuance of the Notes are hereby authorized tobepaid from the proceeds ofthe Notes. Section 19. Repeal mfInconsistent Resolutions. All resolutions orparts thereof inconflict herewith are to the extent of such conflict superseded and repealed. SeotkJn2O. Covenant Regarding Bonds. To the extend permitted by law, the {}hv agrees to cooperate with the [)MN| CRA and to cause the [)MN| CRA to perform its obligations under the Global Agreement toissue bonds tofinance and refinance the Tunnel Project andtorequire the[>K8N| CRA to pay over to the City a sufficient portion of the proceeds therefrom to provide for payment of the Notes. Section 21. Payment of Outstanding Interest on the Letter of Credit. The City Manager and all other necessary City officials are hereby authorized brpay tothe Bank upon the closing ofthe sale of the Notes any and all outstanding amounts for interest due and payable to the Bank under the existing Letter ofCredit, with the understanding that the Letter ofCredit will cease toexist and the City's obligations thereunder shall terminate upon the sale and the closing of the Notes, Section 23. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor. /1l APROVED AS TO FORM AND CORRECTNESS: JUL|E 0. BRU City YyMiand Page 8Yyv File Id.-}0f0145o(Versi,n,DPrinted On'}211612u/u File Number: 10-01450 Enactment Number: R-10-0565 Footnotes: {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effecti imediatel upon overrid of the veto by the City Commission. City of Miami Page 9 of 9 File Id: 10-01450 (Version: 1) Printed On: 12/16/2010