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HomeMy WebLinkAboutLegislation-SUBCity of Miami Legislation Resolution R-18-0095 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 3725 Final Action Date: 3/8/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED EIGHTEEN MILLION DOLLARS ($18,000,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") TAXABLE SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2018 (MARLINS STADIUM PARKING FACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM BRANCH BANKING AND TRUST COMPANY ("PURCHASER" AND "LENDER") AND PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID NOTE TO THE LENDER; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ANY AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, ASSISTANT FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, ASSISTANT FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS, NOTE REGISTRAR, ESCROW AGENT, PAYING AGENTS, AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ANY AND ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF FOURTEEN MILLION SEVEN HUNDRED FORTY-FIVE THOUSAND DOLLARS ($14,745,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010B (MARLINS STADIUM PROJECT) ("SERIES 2010B BONDS"); AUTHORIZING THE TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE SERIES 2010B BONDS, IF ANY, FOR REDEMPTION IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION (AS DEFINED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS DEFINED BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES 2010B BONDS; DELEGATING AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION AGENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. City of Miami Page 1 of 12 Rio ID: 3725 (Revision: 13) Printed On: 3/16/2018 FILE NO 3725 - LEGISLATION -SUB File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 WHEREAS, the City of Miami ("City") has currently outstanding Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) for the Term Bond maturing on July 1, 2027 of its previously issued Sixteen Million Eight Hundred Thirty Thousand Dollars ($16,830,000) of Taxable Special Obligation Parking Revenue Bonds, Series 2010B ("Series 2010B Bonds"), issued July 29, 2010; and WHEREAS, in order to obtain interest savings in an estimated amount of One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Term Bond portion maturing on July 1, 2027 of the Series 2010B Bonds, if any, to redeem said Series 2010E Bonds in accordance with the related Resolution No. 09-0509, adopted October 27, 2009 ("Authorizing Resolution" attached and incorporated as part of Composite Exhibit "A") and Disclosure and Dissemination Agent Agreement, dated as of July 29, 2010 ("Continuing Disclosure Agreement" also attached and incorporated as the remaining part of Composite Exhibit "A"), and (b) to issue in a total aggregate principal amount not to exceed Eighteen Million Dollars ($18,000,000.00) a Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project) ("Note") to advance refund on a taxable basis a portion of the Series 2010B Bonds currently in a total outstanding principal amount of Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) which will become subject to optional redemption as of July 1, 2020, and which mature July 1, 2027 (collectively, "Series 2010B Bonds to be Refunded"); and WHEREAS, a total of Four Hundred Twenty -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) is remaining from the proceeds and interest of the Series 2010E Term Bonds maturing on July 1, 2027 and in continuing compliance with the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2010B Bonds, the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects in the amount of Four Hundred Twenty -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) in the Construction Fund) for use of remaining proceeds, and interest earnings thereon, for project build -outs of the commercial areas and project close-outs related thereto; and WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancings and refundings of the Series 2010B Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee, with the proposal dated February 6, 2018, as updated February 15, 2018 ("Proposal", attached and incorporated as Exhibit B) from Branch Banking and Trust Company ("Purchaser" and "Lender") being recommended by the Finance Committee on February 12 , 2018, as the most responsive and responsible proposer, to privately purchase and to hold the Note not for resale with limited restricted assignability, to provide for the refunding of the Series 2010B Bonds to be Refunded, and to provide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine, and declare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to the City of Miami Page 2 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU MENT. Enactment Number: R-18.0095 Purchaser is in the best interests of the City due to the term and size of the Note, the sophisticated investor -profile, the timings of the defeasance, taxable advance refunding and redemption of the Series 2010B Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, Convention Development Taxes, Parking Revenues, and Parking Surcharges (all as defined in the Authorizing Resolution and herein below) are proposed to be pledged to repay the Note; and WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments; to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith; to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Series 2010E Bonds to be Refunded; and to authorize the City Manager, City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant Finance Director, Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do any and all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Note, the redemption and taxable advance refunding of a portion of the Series 2010B Bonds to be Refunded, and to accomplish the continuing compliance for the Series 2010B Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, the payments of the principal of and interest on the Note are not insured; and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2010B Bonds, the Authorizing Resolution, and Continuing Disclosure Agreement; and WHEREAS, this Resolution attaches and incorporates Composite Exhibit "B" to reflect modifications made on the floor at today's City Commission meeting to enable the City Manager to update the necessary terms and conditions in a form acceptable to the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant Finance Director, and Financial Advisor; and WHEREAS, this Resolution does not provide priority over the Authorizing Resolution in connection with the Pledged Revenues and Pledged Funds for the City's outstanding Tax - Exempt Special Obligation Parking Revenue Bonds Series 2010A (Marlins Stadium Project) ("Series 2010A Bonds"), all as defined in the Authorizing Resolution; and WHEREAS, this Resolution provides modifications to reflect ongoing Construction Fund needs for commercial areas build -outs as set forth in Exhibit C attached and incorporated from today's City Commission meeting; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 3 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18.0095 Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida ("State"); Chapter 166, Florida Statutes, as amended; Part VII of Chapter 159, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. 09-509, adopted October 27, 2009, and this Resolution No. 18-0095, adopted today on March 8, 2018; and other applicable provisions of law (collectively, the "Act"). Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Authorizing Resolution, the Continuing Disclosure Agreement, the Proposal, and as defined in the Loan Agreement and the Note. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein unless the context otherwise requires: "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar" means the Finance Director or the Assistant Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended from time to time. "Convention Development Tax" means a portion of the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) percent of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida Statutes), and allocated to the City as provided in the lnterlocal Agreement. "County" means Miami -Dade County, Florida. "Escrow Agent" means the bank or financial institution selected and appointed as the escrow agent by the City Manager. "Escrow Deposit Agreement(s)" means the Escrow Deposit Agreement(s) to'be entered into between the City and the Escrow Agent providing for the taxable advance refunding, defeasance, and redemption of the Series 2010B Bonds to be Refunded. "Financial Advisor" means PFM Financial Advisors LLC. "Fiscal Year" means the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Rate" means a not to exceed interest rate per annum (as adjusted pursuant to the Loan Agreement) that will provide for a net present value savings required by the City's debt management policy. "Loan Agreement" means the loan agreement to be entered into between the City and Branch Banking and Trust Company, as the Lender and Purchaser, in accordance with the terms of this Resolution and the Proposal. City of Miami Page 4 of 12 File ID: 3725 (Revision: 8) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 "Maturity Date" means July 1, 2027 for the remaining Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) outstanding portion of the Series 2010B Term Bond originally due July 1, 2027. "Note" means the not to exceed Eighteen Million Dollars ($18,000,000.00) City of Miami Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project) authorized pursuant to this Resolution. "Parking Revenues" means all revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Home Games pursuant to the City Parking Agreement (excluding Parking Surcharge). "Parking Surcharge" means 80% of the portion which is derived from the Project in connection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, imposed pursuant to Section 166.271, Florida Statutes, and pursuant to Ordinance No. 04- 00466 enacted by City Commission on July 22, 2004. "Payment(s)" means all amounts payable by the City of principal, and interest on the Note and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on July 1 commencing July 1, 2019; (b) that interest payments shall be paid semi-annually each July 1 and January 1 commencing July 1, 2018; and (c) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director or the Assistant Finance Director of the City. "Purchaser" and "Lender" means Branch Banking and Trust Company, as direct placement purchaser and holder of the Note. "Pledged Funds" means collectively (i) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to the Loan Agreement and therein pledged to secure the Note, including Pledged Revenues. "Pledged Revenues" means collectively subject to the prior pledge for the Series 2010A Bonds, (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. "Proposal" means the attached and incorporated proposal dated February 6, 2018, as updated February 15, 2018, from Branch Banking and Trust Company, as Lender and Purchaser, to the City. "Resolution(s)" means this Resolution No. R-18-0095, adopted by the City Commission of the City of Miami, Florida on March 8, 2018, as amended and supplemented from time to time. "Series 2010A Bonds" means the remaining outstanding Eighty -Four Million, Five Hundred Forty Thousand Dollars ($84,540,000.00) of City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). City of Miami Page 5 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 "Series 2010B Bonds" means the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 2010E (Marlins Stadium Project). "Series 2010 Bonds to be Refunded" means the City's currently outstanding Series 2010B Bonds to be advance refunded by the Note in the amount of Fourteen Million, Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) term bond maturing on July 1, 2027. "Verification Agent" means the qualified verification agent appointed by the City Manager. 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. 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 Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (i) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (ii) The Pledged Revenues consist of multiple revenue sources which require additional explanation to the market; (iii) The current volatility that exists in the fixed -income markets make it favorable for the City to accelerate the time to obtain locked interest rates currently available; and (iv) The structure and timing of the related taxable advance refunding and redemptions of a portion of the Series 2010E Bonds to be Refunded require additional planning. B. It is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings of an estimated One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (net present value) in interest payments on the Series 2010E Bonds without extending the time for such payments. C. The Note shall be payable from the Pledged Funds. D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds also are now pledged or encumbered to the repayment of the remaining Series 2010B Bonds and the City's outstanding Series 2010A Bonds which have a parity position. F. The Note 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. Prior to the issuance of the Note, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall City of Miami Page 6 of 12 File ID: 3725 (Revision: 13) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 2010A Bonds, the Series 2010B Bonds which are not being refunded, and the Note to the extent that all are secured by (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the direct placement Proposal from Branch Banking and Trust Company for the private placement and negotiated sale of the Note to the Purchaser and the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Eighteen Million Dollars ($18,000,000.00) to advance refund the Series 2010B Bonds to be Refunded and to provide for costs of issuance of the Note. Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note 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 Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement and except as expressly provided in the Authorizing Resolution in connection with the outstanding Series 2010A Bonds and the outstanding Series 2010B Bonds that are not subject to advance refunding hereunder. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments; Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, and the Financial Advisor, is authorized' to negotiate, to execute, and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to be known as the "Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project)" is authorized' to be issued, executed, and delivered in the aggregate principal amount of not to exceed Eighteen Million Dollars and No Cents ($18,000,000.00), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, and the Financial Advisor, is authorized' to negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, and the Financial Advisor, is further authorized' to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreement, 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, the Note, and the Escrow Deposit Agreement. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 7 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 Fife ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 The City Manager is delegated the authority (1) to select and appoint a bank or other financial institution to serve as the Escrow Agent, and (2) to select and appoint a qualified Verification Agent, both based upon proposals received and reviewed by the City's Financial Advisor in connection with the Escrow Deposit Agreement for the advance refunding of the Series 2010E Bonds to be Refunded. Section 6. Description of the Note. The Note shall be issued as one (1) fully registered Note in the principal amount not to exceed Eighteen Million Dollars and No Cents ($18,000,000.00), shall be dated as of the date of its delivery to the Lender as the Purchaser thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 day year. interest will be paid semi-annually each July 1 and January 1 with the first interest payment due on July 1, 2018. Principal will be paid annually on July 1 each year, with the first principal payment payable on July 1, 2019. The final Maturity Date shall be July 1, 2027 for the Note (which is advance refunding Lathe Series 2010E Term Bond originally due July 1, 2027); provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Anything herein or in the Note to the contrary notwithstanding, in no event shall the Interest Rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The Note may be exchanged in whole at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the new purchaser has received the prior written consent of the City, which shall not be unreasonably withheld once the City has been provided with and received a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director or of the Assistant Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. City of Miami Page 8 of 12 File ID: 3725 (Revision: 8) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 5nactment Number: R-18-0095 Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the 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 Note 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, destroyed, stolen or lost. Section 9. Form of Note. The Note 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 10. Continuing Disclosure Covenants. The City shall undertake such "best practices" as provided in the Loan Agreement for continuing disclosures. Section 11. Security; Note Not General Indebtedness. The Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, 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 Note shall be secured forthwith by a parity lien on the proceeds derived from the (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge portions of the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 12. Sale of Note to Refund and to Redeem the outstanding Series 2010B Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and of not to exceed Eighteen Million Dollars ($18,000,000.00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attorney are hereby authorized' to execute and deliver the Note in substantially the form set forth in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem and to refund on an advance basis the Series 2010B Bonds to be Refunded, 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 City of Miami Page 9 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 13. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note is being issued or as necessary in connection with the redemption and taxable advance refunding of the Series 2010B Bonds to be Refunded. Section 14. Application of Provisions of the Authorizing Resolution. The Note shall for all purposes be considered under Section 10.01 of the Authorizing Resolution to be refunding bonds and Additional Parity Obligations to the extent of the pledge of (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge, and shall in all respects be entitled to all protection for outstanding Bonds to the extent of the pledge of (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. The covenants and agreements of the City in the Authorizing Resolution regarding (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge shall be for equal benefit, protection, and security of the Holders of all outstanding Bonds, including for the benefit of the Purchaser and the Lender as the Holder of the Note. Section 15. 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 Note issued hereunder, or regarding the defeasing and taxable advance refunding of the Series 2010B Bonds to be Refunded. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, the Budget Director, nor any other official executing the Note shall be liable personally on the Note or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or such respective members, officials, agents, representatives or employees thereof, or by reason of the redemption and taxable advance refunding of the Series 2010B Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and advance refunding of the Series 2010B Bonds to be Refunded. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each City of Miami Page 10 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the taxable advance refunding of the Series 2010B Bonds to be Refunded, and are authorized' and empowered, collectively or individually, to take all action and steps and to execute the Note, all notices, instruments, agreements, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the negotiated sale of the Note to the Lender as Purchaser, and the taxable advance refunding of the Series 2010B Bonds to be Refunded, that are necessary or desirable in connection with the sale, execution and delivery of the Note, the noticing, call for redemptions, redemptions, and the taxable advance refunding of the Series 2010E Bonds to be Refunded, and which are specifically authorized' or are not inconsistent with the terms and provisions of this Resolution, the Authorizing Resolution for the Series 2010A Bonds, or any action relating to the Note or the Series 2010E Bonds, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, Assistant Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent or Paying Agent(s) for the Series 2010E Bonds. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and taxable advance refunding of the Series 2010E Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel and any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Series 2010B Bonds. Any and all costs incurred in connection with the issuance of the Note and the redemption and taxable advance refunding of the Series 2010B Bonds to be Refunded are hereby authorized' to be paid from the proceeds of the Note and from any other City funds that have previously been designated by the City for payments of interest, principal, premium, if any, redemption costs, and any other administrative costs related to the redemption and advance refunding of the Series 2010B Bonds to be Refunded. Section 18. Repeal of Inconsistent Resolutions. All other resolutions or parts thereof in conflict herewith for the Note are to the extent of such conflict superseded and repealed. Section 19. Further Authorizations regarding Use of All Remaining Proceeds and Interest Thereon, If Any, from the Series 2010B Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement, and Payment of Outstanding Series 2010E Bonds. The City Manager and all other necessary City officials, employees, agents and representatives have previously been authorized' pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2010B Term Bonds maturing on July 1, 2027 to undertake continuing compliance measures, and the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects in the amount of Four Hundred Twenty -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) in the Construction Fund) for use of remaining proceeds, interest earnings thereon, for project build -outs of the commercial areas, and project close-outs related thereto. The City Manager and all other necessary City officials, employees, agents and representatives are hereby further authorized' to use all other remaining proceeds and interest thereon, if any, not in the Construction Fund from the Series 2010B Bonds to be Refunded in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 2010B Bonds to be Refunded upon the closing of the sale of the Note to the City of Miami Page 11 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 Lender, any and all outstanding amounts for principal and interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the understanding that all outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to the Series 2010B Bonds to be Refunded will cease to exist and the City's obligations thereunder only for the Series 2010B Bonds to be Refunded shall terminate upon the sale and the closing of the Note, the execution of the Escrow Deposit Agreement, and the related defeasance of the Series 2010B Bonds to be Refunded which are subject to taxable advance refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the outstanding Series 2010B Bonds, the Authorizing Resolution, and the Continuing Disclosure Agreement for continuing compliance are hereby ratified, approved and confirmed. Section 21. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 12 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 SUBSTITUTED City of Miami Legislation Resolution File Number: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN B SEEN AT END OF THIS DOCUMENT. City Ha ("+ 11 3500 Pan Am . can Drive Miami, ` 33133 2818'y7iff�j C� V{ -7 bn r 2¢ www. .,".nuguv.com (ITY OTHEF MIAM/CI'FI A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATT PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED EIGHT DOLLARS ($18,000,000.00) IN AGGREGATE PRINCIPAL AM OF MIAMI ("CITY") TAXABLE SPECIAL OBLIGATION PAR REFUNDING NOTE, SERIES 2018 (MARLINS STADIUM P PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE T APPROVING THE SELECTION OF THE PRIVATE PLA FROM BRANCH BANKING AND TRUST COMPANY "LENDER") AND PROVIDING FOR THE PRIVATE NEGOTIATED SALE OF SAID NOTE TO THE LE BASIC PARAMETERS OF THE TERMS AND C AGREEMENT AND THE NOTE AND AUTHO EXECUTION, AND DELIVERY OF A LOAN ANY AND ALL OTHER NECESSARY AG INSTRUMENTS IN CONNECTION THE AND DETERMINATIONS; AUTHORIZI CITY MANAGER, CITY ATTORNEY, OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL THEREWITH; FURTHER AUT ATTORNEY, CHIEF FINANCI FINANCE DIRECTOR, FIN REGISTRARS, NOTE RE AND ALL OTHER NEC NECESSARY STEPS AND ALL NECESSA DOCUMENTS, AN REDEMPTION 0 THOUSAND D PRINCIPAL REVENU E 20108 B PROCE RED (AS D ction Date: HMENT(S), EN MILLION NT OF A CITY G REVENUE KING FACILITIES EREOF; EMENT PROPOSAL URCHASER" AND ACEMENT WITH AND ER; SETTING CERTAIN DITIONS OF A LOAN NG THE NEGOTIATION, REEMENT, THE NOTE, AND EMENTS, DOCUMENTS, AND WITH; MAKING CERTAIN FINDINGS G ALL REQUIRED ACTIONS BY THE OND COUNSEL, CHIEF FINANCIAL SISTANT FINANCE DIRECTOR, THER CITY OFFICIALS IN CONNECTION RIZING THE CITY MANAGER, CITY OFFICER, FINANCE DIRECTOR, ASSISTANT CIAL ADVISOR, BOND COUNSEL, BOND STRAR, ESCROW AGENT, PAYING AGENTS, SARY CITY OFFICIALS TO UNDERTAKE THE D TO NEGOTIATE, EXECUTE, AND DELIVER ANY Y ESCROW DEPOSIT AGREEMENTS, NOTICES, INSTRUMENTS IN CONNECTION WITH THE FOURTEEN MILLION SEVEN HUNDRED FORTY-FIVE LARS ($14,745,000.00) OF THE CITY'S OUTSTANDING OUNT OF TAXABLE SPECIAL OBLIGATION PARKING ONDS, SERIES 2010E (MARLINS STADIUM PROJECT) ("SERIES DS"); AUTHORIZING THE TRANSFER OF ALL REMAINING DS AND INTEREST ON THE SERIES 2010B BONDS, IF ANY, FOR PTION IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION EFINED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS INED BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES 10B BONDS; DELEGATING AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION AGENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. City of Mianti Pogo 1 of,12 File ID: 3725 (RePlsion:) Printed On: 3/5/20!8 3725-Legislation-Sub SUBSTIT TED File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Num: er: WHEREAS, the City of Miami ("City") has currently outstanding Fourteen Million :even Hundred Forty -Five Thousand Dollars ($14,745,000.00) for the Term Bond maturing or July 1, 2027 of its previously issued Sixteen Million Eight Hundred Thirty Thousand Dollars ($16,830,000) of Taxable Special Obligation Parking Revenue Bonds, Series 2010r ("Series 2010B Bonds"), issued July 29, 2010; and WHEREAS, in order to obtain interest savings in an estimated amoun .f One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (net present va), the City desires (a) to use all remaining proceeds and interest of the Term Bond portion m. uring on July 1, 2027 of the Series 2010B Bonds, if any, to redeem said Series 2010E B ds in accordance with the related Resolution No. 09-0509, adopted October 27, 2009 ("Auth+►.`zing Resolution" attached and incorporated as part of Composite Exhibit "A") and Dis , osure and Dissemination Agent Agreement, dated as of July 29, 2010 ("Continuing Disclosur Agreement" also attached and incorporated as the remaining part of Composite Exhibit "A") nd (b) to issue in a total aggregate principal amount not to exceed Eighteen Million Doll:. rs ($18,000,000,00) a Taxable Special Obligation Parking Revenue Refunding Note, Series . 18 (Marlins Stadium Parking Facilities Project) ("Note") to advance refund on a taxable b-, is a portion of the Series 2010B Bonds currently in a total outstanding principal amount of e ourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) which wil uecome subject to optional redemption as of July 1, 2020, and which mature July 1, 2027 (colictively, "Series 20108 Bonds to be Refunded"); and WHEREAS, a total of Four Hundred Twe -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) is rning from the proceeds and interest of the Series 20106 Term Bonds maturing on July 1. 027 and in continuing compliance with the Authorizing Resolution and the Continuing r,' closure Agreement for the Series 20106 Bonds, the City has updated and corrected postin in the various computer systems and account codes (Fund 31000 -- General Gov't Pro' cts transfe e-opesial-Obfiga Fun- in the amount of Four Hundred T.•'enty-Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,6 '' .61) in the Construction Fund fer debt corvico) for use of remaining proceeds, and interest e nings thereon, for project build -outs of the commercial areas and project close-outs related thereto; and WHEREAS, the City's "inancial Advisor, PFM Financial Advisors LLC ("Financial Advisor"), issued a Request ;. r Proposals to banking and financial institutions for refinancings and refundings of the Seri.: 2010E Bonds to be Refunded and received multiple proposals which were evaluated by e Financial Advisor for responses consistent with the City's needs; and WHEREAS, ` e proposals and recommendations by the Financial Advisor were reviewed and recr. mended by the City Administration to the City's Finance Committee, with the proposal dated February 6, 2018, as updated February 15, 2018 ("Proposal", attached and incorporated aExhibit B) from Branch Banking and Trust Company ("Purchaser" and "Lender") being recom ended by the Finance Committee on February 12 , 2018, as the most responsive and respo .Fible proposer, to privately purchase and to hold the Note not for resale with limited restricted ssignability, to provide for the refunding of the Series 2010E Bonds to be Refunded, and to s ovide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the Ci = Manager has recommended and the City Commission desires to find, determine, and clare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to the City of hl w,zi Page 2 of 12 File ID: 3725 (Revision: ) Printed on: 3/51291 & SUBSTITUTED File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enaetmenf Number: Purchaser is in the best interests of the City due to the term and size of the Note, the sophisticated investor -profile, the timings of the defeasance, taxable advance refunding and redemption of the Series 2010E Bonds to be Refunded, and timing of the issuance of the Nr, e; and WHEREAS, Convention Development Taxes, Parking Revenues, and Parking Surcharges (all as defined in the Authorizing Resolution and herein below) are proped to be pledged to repay the Note; and WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provid-, or interest savings to the City without extending the original maturities of the payment; to authorize the basic parameters of the terms and conditions of a Loan Agreement betw -n the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith; to delegate to the City Manager the determination of certai other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the re emption of the Series 2010B Bonds to be Refunded; and to authorize the City Manager ity Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant Finance Dir tor, Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and other necessa and appropriate City officials to undertake and to do any and all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and Delivery of the Note, the redemption and taxable advance refunding of a portion of the Series 010B Bonds to be Refunded, and to accomplish the continuing compliance for the Series 20B Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreemen., and WHEREAS, the payments of the principal, .f and interest on the Note are not insured; and WHEREAS, it is also in the best int-., est of the City to ratify, approve, and confirm certain necessary actions of the City Manager a . designated City Departments in order to update the relevant financial controls, project close .uts, accounting entries, and computer systems in connection with ongoing compliance f the Series 2010B Bands, the Authorizing Resolution, and Continuing Disclosure Agreem; and WHEREAS, this Resold n attaches and incorporates Composite Exhibit "B" to reflect modifications made on the fioo.°'at today's City Commission meeting to enable the City Manager to update the necessary ter and conditions in a form acceptable to the City Attorney, Bond Counsel, Chief Financial 0 icer, Finance Director, Assistant Finance Director, and Financial Advisor; and WHEREAS, s Resolution does not provide priority over the Authorizing Resolution in connection with the Fledged Revenues and Pledged Funds for the City's outstanding Tax - Exempt Special 0 ligation Parking Revenue Bonds Series 2010A (Marlins Stadium Project) ("Series 2010A ponds"), all as defined in the Authorizing Resolution; and WH EAS, this Resolution reflects as set forth in Exhibit C .,'ached and incorporated from today's City Commission meeting; OW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAFLORIDA: City of Miami Page 3 of 12 Fife ID: 3725 (Revision:) Printed on: 3/5/2018 SUBSTITUTED Fire ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida („State"); Chapter 166, Florida Statutes, as amended; Part VII of Chapter 159, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. 09-509, adopted October 27, 2009, and this Resolutio No. 18- , adopted today on , 2018; and other applicable provisions ..' law (collectively, the "Act"). Section 2. Definitions. Alf capitalized undefined terms shall have the m:.nings as set forth in this Resolution, the Authorizing Resolution, the Continuing Disclosure .reement, the Proposal, and as defined in the Loan Agreement and the Note. In addition t• he words and terms defined in the recitals to this Resolution, as used herein, the following to s shall have the following meanings herein unless the context otherwise requires: "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, o.' any other attorney at law or firm of attorneys of nationally recognized standing in matters pe'aining to the federal tax exemption of interest on obligations issued by states and political su.:ivisions and duly admitted to practice law before the highest court of any state of the nited States of America. "Bond Registrar" or "Note Registrar" means the Financ rirector or the Assistant Finance Director of the City. "City Code" means the Code of the City of Miami, S lorida, as amended from time to time. "Convention Development Tax" means a porti* of the revenues collected annually (excluding any carryover from prior year collections; ".y the County of the levy on the exercise within its boundaries of the taxable privilege of Ie...ing or letting transient rental accommodations at the rate of three percent (3°percent of the total consideration charged therefore as currently authorized pursuant to -ction 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local .-.ministration pursuant to Section 212.0305(5)(b)5, Florida Statutes), and allocated to the City.s provided in the Interlocal Agreement. "County" means Miami -Dade unty, Florida. "Escrow Agent" means the ,, ank or financial institution selected and appointed as the escrow agent by the City Manag "Escrow Deposit Agr-ment(s)" means the Escrow Deposit Agreement(s) to be entered into between the City and tre Escrow Agent providing for the taxable advance refunding, defeasance, and redemp on of the Series 2010B Bonds to be Refunded. "Financial Ad or" means PFM Financial Advisors LLC, "Fiscal Ye.,;r" means the Fiscal Year of the City beginning on October 1 of each year and ending on Sept ber 30 of the following calendar year. "lnte'-at Rate" means a not to exceed interest rate per annum (as adjusted pursuant to the Loan reement) that will provide for a net present value savings required by the City's debt manage ent policy. "Loan Agreement" means the loan agreement to be entered into between the City and Br.E ch Banking and Trust Company, as the Lender and Purchaser, in accordance with the erns of this Resolution and the Proposal. City of Mknni Page. 4 urn File ID: 3725 (Revision:} Printed on: 3/5/2U18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT, SUBSTITUTED Fite ID: 3725 Enactment Nu fiber: "Maturity Date" means July 1, 2027 for the remaining Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) outstanding portion of the Series 2010B Term Bond originally due July 1, 2027. "Note" means the not to exceed Eighteen Million Dollars ($18,000,000.00) City of "ami Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Sta , um Parking Facilities Project) authorized pursuant to this Resolution. "Parking Revenues" means all revenues received by the City from the Stas' m Operator with respect to the Project in connection with the MLB Home Games pursuant to ' e City Parking Agreement (excluding Parking Surcharge). "Parking Surcharge" means 80% of the portion which is derived fro, the Project in connection with the Parking Revenues of the 15% parking surcharge tha is charged at public parking facilities within the City approved by the electorate of the City November 4, 2003, imposed pursuant to Section 166.271, Florida Statutes, and pursuant 'o Ordinance No. 04- 00466 enacted by City Commission on July 22, 2004. "Payment(s)" means all amounts payable by the City of principal, and interest on the Note and all other amounts payable by the City pursuant to t Loan Agreement. "Payment Dates" and "Payment. Frequency" mea (a) that principal payments shall be made annually on July 1 commencing July 1, 2019; (b, " at interest payments shall be paid semi-annually each July 1 and January 1 commenci i July 1, 2018; and (c) that prepayments shall be made as set forth in the Loan Agreement "Paying Agent" means the Finance Dir-. or or the Assistant Finance Director of the City. "Purchaser" and "Lender" means Br nch Banking and Trust Company, as direct placement purchaser and holder of the Nr`e, "Pledged Funds" means collee ively (i) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created p suant to the Loan Agreement, and (iii) the earnings on the amounts on deposit in the Funds ; nd Accounts created pursuant to the Loan Agreement and therein pledged to secure the te, including Pledged Revenues. "Pledged Revenues means collectively subject to the prior pledge for the Series 2010A Bonds, (1) the Conventio revelopment Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. "Proposal" .ans the attached and incorporated proposal dated February 6, 2018, as updated February 5, 2018, from Branch Banking and Trust Company, as Lender and Purchaser, to t City. "Re ution(s)" means this Resolution No. R-18- , adopted by the City Commissi of the City of Miami, Florida on , 2018, as amended and supplemented from time to time. "Series 2010A Bonds" means the remaining outstanding Eighty -Four Million, Five H dred Forty Thousand Dollars ($84,540,000.00) of City of Miami, Florida Tax -Exempt Special igation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). City of Miami Page 5 of X2 Fife I D: 3 725 (Revision:) Printed oft: 3/5/.2018 SUBSTITUTED Fite rD: 3925 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. aefinent Number: "Series 2010E Bonds" means the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Project). "Series 2010 Bonds to be Refunded" means the City's currently outstanding Series 2010B Bonds to be advance refunded by the Note in the amount of Fourteen Million, Seve Hundred Forty -Five Thousand Dollars ($14,745,000.00) term bond maturing on July 1, 2a 7. "Verification Agent" means the qualified verification agent appointed by the C Manager. Section 3. Recitals and Findings. The recitals and findings contai'ed in the Preamble of this Resolution are adopted by reference and incorporated as if Ily set forth in this Section. Additionally, it is hereby ascertained, determined and declared th A. In accordance with Section 218.385, Florida Statutes, t r City hereby finds, determines and declares, based upon the advice of its Financial Adv. or for the Note, that a negotiated sale of the Note is in the best interests of the City for th ollowing reasons: (i) The short average life of the transaction le itself to the competitive solicitation of financial institutions underten by the City with respect to the Note; (ii) The Pledged Revenues consist of m - tiple revenue sources which require additional explanation to the mark- (!ii) The current volatility that exists i he fixed -income markets make it favorable for the City to accele, to the time to obtain locked interest rates currently available; and (iv) The structure and timing of e related taxable advance refunding and redemptions of a portion ,+f the Series 2010B Bonds to be Refunded require additional plan "hg. B. It is in the best interests of. ' e City, its citizens and taxpayers to issue the Note in order to realize debt service savings of . n estimated One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (npresent value) in interest payments on the Series 20106 Bonds without extending the time f. such payments. C. The Note shall b payable from the Pledged Funds. D. There are e . ected to be sufficient Pledged Funds to pay the interest and principal on the Note as tsame become due and payable. E. The PIMdged Funds also are now pledged or encumbered to the repayment of the remaining Series 2010E Bonds and the City's outstanding Series 2010A Bonds which have a parity position. F. he Note shall not constitute a lien upon any properties owned by or situated within the C>y, except as provided herein with respect to the Pledged Funds, in the manner and to the ext t provided herein. G. Prior to the issuance of the Note, the. City shall receive from the Purchaser a Pur user's Certificate, the form of which is attached as an exhibit to the Loan Agreement and th Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a m of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall L9ty of Mlanti Page 6 4'12 File 111: 3725 (Revision: } Printed nn: 3/5/2018 SUBSTITUTED Fite ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT, Enactment Number: attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 2010A Bonds, the Series 2010E Bonds which are not being refunded, and the Note to the extent that all are secured by (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the direct placement Proposal from Branch Banking and Trust Company for the private placement and negotia ;d sale of the Note to the Purchaser and the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to e eed Eighteen Million Dollars ($18,000,000.00) to advance refund the Series 2010B Bones to be Refunded and to provide for costs of issuance of the Note. Section 4, This Resolution to Constitute Contract. In consider ion of the acceptance of the Note authorized to be issued hereunder by those who s ,:II hold the same from time to time, this Resolution and the Loan Agreement shall be dee°-d to be and shall constitute a contract between the City and the Lender. The covenants nd agreements herein set forth to be performed by the City shall be for the equal benefit, pr:+tection and security of the Lender and the Note, except as expressly provided herein and in te Loan Agreement and except as expressly provided in the Authorizing Resolution in connection with the outstanding Series 2010A. Bonds and the outstanding Series 2010B Bond , `hat are not subject to advance refunding hereunder. Section 5. Authorization of the Loan Agre Agreement, and All Other Necessary Documents, Delegation of Authority for Selections and Appo Verification Agent. Subject and pursuant to the and delivery of the Note, (i) the City Manager Counsel, the Chief Financial Officer, the Fina the Financial Advisor, is authorized' to neg with the Lender, (ii) an obligation of the C; Parking Revenue Refunding Note, Seri authorized' to be issued, executed, a exceed Eighteen Million Dollars an consultation with the City Attorne Director, the Assistant Finance to execute, and to deliver the agreements, and instrume Counsel, the Chief Fina the Financial Advisor, modifications, supp Deposit Agreeme be deemed nee implement the Agreement hereby inc ent, the Note, the Escrow Deposit greements, and Instruments; tments of Escrow Agent and ovisions hereof and in anticipation of the sale consultation with the City Attorney, Bond e Director, the Assistant Finance Director, and ate, to execute, and to deliver a Loan Agreement to be known as the "Taxable Special Obligation 2018 (Marlins Stadium Parking Facilities Project)" is d delivered in the aggregate principal amount of not to No Cents ($18,000,000.00), and (ill) the City Manager, in Bond Counsel, the Chief Financial Officer, the Finance rector, and the Financial Advisor, is authorized' to negotiate, scrow Deposit Agreement and all other necessary documents, s. The City Manager, after consultation with the City Attorney, Bond al Officer, the Finance Director, the Assistant Finance Director, and further authorized to negotiate, execute, and deliver any changes, ents, or amendments to the Loan Agreement, the Note, the Escrow nd any and all other agreements, documents, and instruments as should sary or desirable and to take such other actions as shall be necessary to erms and conditions of the Loan Agreement, the Note, and the Escrow Deposit e provisions of such documents, as so negotiated, executed, and delivered, are rporated into and made a part of this Resolution. e herein authorization is further subject to compliance with all requirements that may be imposed by e City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions, fey oMiami Page 7of12 File 1D: 3725 (Revision.) Printed an: 3/512018 SUBSTITUTED File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number; The City Manager is delegated the authority (1) to select and appoint a bank or other financial institution to serve as the Escrow Agent, and (2) to select and appoint a qualified Verification Agent, both based upon proposals received and reviewed by the City's Financial Advisor in connection with the Escrow Deposit Agreement for the advance refunding of the Series 2010E Bonds to be Refunded. Section 6. Description of the Note. The Note shall be issued as one (1) fully registe Note in the principal amount not to exceed Eighteen Million Dollars and No Cents ($18,000,000.00), shall be dated as of the date of its delivery to the Lender as the Pur aser thereof and shall mature on the Maturity Date, subject to prior mandatory amortizati n payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 ay year. Interest will be paid semi-annually each July 1 and January 1 with the first in rest payment due on July 1, 2018. Principal will be paid annually on July 1 each year, with the first principal payment payable on July 1, 2019. The final Maturity Date shall be July 1. " 027 for the Note (which is advance refunding to -the Series 2010E Term Bond originally iue July 1, 2027); provided, however, that the Note and the Loan Agreement shall als• .rovide for prepayments. Anything herein or in the Note to the contrary notwithstanding, in • event shall the Interest Rate borne by the Note exceed the maximum interest rate per ' ted to be paid by the City under applicable law. On the date of the issuance of the Note, the City aFI receive an amount equal to the par amount of the Note from the Lender as the purcha price of the Note. The Note shall be payable in any coin or currency of the United States �:` America which on the respective dates of payment of principal and interest thereof is legal tder for the payment of public and private debts. The Note may be exchanged in who; at the office of the Note Registrar for a like aggregate principal amount of Note of the : ame series and maturity. Notwithstanding the foregoing or any provision of this Resol on to the contrary, the Note shall not be transferred unless the new purchaser has receiv:. the prior written consent of the City, which shall not be unreasonably withheld once the Ci has been provided with and received a "sophisticated investor letter" in substantially th same form and substance as the "sophisticated investor letter" executed by the original purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. E , cution of Note. The Note shall be executed in the name of the City by the City Manager a . the seal of the City shall be imprinted, reproduced or .lithographed on the Note and attest.- to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, sh... ing approval of the form and correctness thereof, and the City's Director of Risk Managem t shall sign the Note, showing approval as to the City's insurance requirements he signatures of the City Manager, the City Clerk, and the City Attorney on the Note may b by facsimile. If any officer whose signature appears on the Note ceases to hold office be e the delivery of the Note, his or her signature shall nevertheless be valid and sufficier` for all purposes. In addition, any Nate may bear the signature of, or may be signed by, such "+►ersons as at the actual time of execution of such Note shall be the proper designated offers to sign such Note, although at the date of such Note or the date of delivery thereof such rsons may not have been such officers. Any Note delivered shall be authenticated by the anual signature of the Finance Director or of the Assistant Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. cry ofMiatni Page 8 of.l2 File ID: 3725 (Revision:) Printed an: 3/5/2018 SUBSTITUTED Fife ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the 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 Note Registra The holder of the Note must furnish the City or its agent proof of ownership of any destroyer, 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 o he part of the City whether or not the destroyed, stolen or lost Note be at any time found by . nyone, and such duplicate Note shall be entitled to equal and proportionate benefits and r. s as to lien on, and source of payment of and security for payment from, the funds pledged to he payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially e form attached as Exhibit A to the Loan Agreement, with only such omissions, insertion nd variations as may be necessary and desirable and permitted by this Resolution or by any.ubsequent ordinance or resolution adopted prior to the issuance thereof.' Section 10. Continuing Disclosure Covenants. T. City shall undertake such "best practices" as provided in the Loan Agreement for continuin isclosures. Section 11. Security; Note Not General Index odness. The Note shall not be deemed to constitute a general obligation or a pledge if the faith and credit of the City, the State or any other political subdivision thereof within the -ening of any constitutional, legislative or charter provision or limitation, but shall be payabi: solely from and secured solely by a lien upon and a pledge of the Pledged Funds, in the man "ter and to the extent herein provided. No holder of the Note shall ever have the right, directly o. indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the tate or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the • `oceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Not and the indebtedness evidenced thereby shall not constitute a Hen upon any real or rsone! property of the City, but shall constitute a lien only on the proceeds of the Pledged Fu ; s, all in the manner and to the extent provided herein. Until payment has be provided as herein permitted, the payment of the principal of and interest on the Note shall b secured forthwith by a parity lien on the proceeds derived from the (1) the Convention Develop: "ent Tax, (2) the Parking Revenues, and (3) the Parking Surcharge portions of the Pledge•., ` unds, and the City does hereby irrevocably pledge the same to payment of theprincipal there c' and interest thereon when due. Section 1. Sale of Note to Refund and to Redeem the outstanding Series 2010E Bonds to be funded, The Note is hereby sold and awarded to the Lender, at the purchase price equal t. the par amount thereof and of not to exceed Eighteen Million Dollars ($18,000,0 e.00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attor ey are hereby authorized' to execute and deliver the Note in substantially the form set forty in the Loan Agreement, receive the purchase price therefor and apply the proceeds there f to pay costs of issuance of the Note and for the City to redeem and to refund on an ad ,-nee basis the Series 2010E Bonds to be Refunded, as herein provided, without further thority from this body. The City Manager and the City Clerk are authorized' to make any and II changes on the form of the Note which shall be necessary to conform the same to the City of Miami Wage 9 of 12 File 11); 3725 (Revision: } Printed on: 3/5/2018 SUBSTITUTED File ID; 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 13. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuan of the Note or as necessary in connection with the purposes for which the Note is being is +ed or as necessary in connection with the redemption and taxable advance refunding of the :series 2010B Bonds to be Refunded. Section 14. Application of Provisions of the Authorizing Resolution.. he Note shall for all purposes be considered under Section 10.01 of the Authorizing Reso tion to be refunding bonds and Additional Parity Obligations to the extent of the pledge of 1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parkin.. urcharge, and shall in all respects be entitled to all protection for outstanding Bonds to the .xtent of the pledge of (1) the Convention Development Tax, (2) the Parking Revenues, and (, ' the Parking Surcharge. The covenants and agreements of the City in the Authorizing Resolution regarding (1) the Convention Development Tax, (2) the Parking Revenues, and ' ) the Parking Surcharge shall be for equal benefit, protection, and security of the Holders of .' outstanding Bonds, including for the benefit of the Purchaser and the Lender as the H• der of the Note. Section 15. Severabili:ty. If any one or more of the ovenants, agreements or provisions of this Resolution should be held contrary to any ; press 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 reaso whatsoever be held invalid, then such covenants, agreements or provisions shall be null and old and shall be deemed severed from the remaining covenants, agreements or provisions w < this Resolution, or of the Note issued hereunder, or regarding the defeasing and taxable dvance refunding of the Series 2010B Bonds to be Refunded. Section 16, Controlling Law; Me ,`►ers, Officials, Agents, Representatives and Employees of City Not Liable. All coven ts, stipulations, obligations and agreements of the City contained in this Resolution shall be .seemed to be covenants, stipulations, obligations and agreements of the City to the full extent uthorized by the Act and provided by the Constitution and laws of the State. No covenant, ipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipul,'ion, obligation or agreement of any present or future member, official, agent, representf°ive or employee of the City in his or her individual capacity, and neither the members of the !ity Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management I! ector, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, ' e Budget Director, nor any other official executing the Note shall be liable personally on the.ote or this Resolution or shall be subject to any personal liability or accountability by reason . f the issuance or the execution by the City, or such respective members, officials, ag,, ts, representatives or employees thereof, or by reason of the redemption and taxa e advance refunding of the Series 2010E Bonds to be Refunded. Section 1 E Further Authorizations regarding the issuance of the Note and the redemption a advance refunding of the Series 2010B Bonds to be Refunded. The City Manager and e City Clerk, the Chief Financial Officer, the Finance Director, the Assistant Finance Dir ctor, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, ployees, agents, and representatives of the City as may be designated by the Mayor, e City Commission, the City Attorney, and the City Manager, including any Bond Regis ar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each Clry of Miami Page Ill of 12 File II); 3725 (llevision;) Printed en: 3/5,7018 SUBSTITUTED File TEl: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number: designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the taxable advance refunding of the Series 2010B Bonds to be Refunded, and are authorized' an empowered, collectively or individually, to take all action and steps and to execute the Note, notices, instruments, agreements, certificates, documents and contracts on behalf of the Ci and as and if necessary, including the execution of documentation required in connection the negotiated sale of the Note to the Lender as Purchaser, and the taxable advance re of the Series 2010B Bonds to be Refunded, that are necessary or desirable in conne the sale, execution and delivery of the Note, the noticing, call far redemptions, rede the taxable advance refunding of the Series 201 OB Bonds to be Refunded, and w specifically authorized' or are not inconsistent with the terms and provisions of t the Authorizing Resolution for the Series 2010A Bonds, or any action relating Series 2010B Bonds, heretofore taken by the City and/or by the City's Fina Counsel, City Manager, Chief Financial Officer, Finance Director, Assista and City Attorney, or other necessary City officials, employees, represe including any Bond Registrar, Note Registrar, Trustee, Escrow Agent Series 20108 Bonds, Such officials, employees, agents and repres designated are hereby charged with the responsibility for the issu redemption and taxable advance refunding of the Series 2010E behalf of the City and with any related and required responsib' representatives, employees, or officials, including its Financi any Bond Registrar, Note Registrar, Trustee, Escrow Age 2010B Bonds. Any and all costs incurred in connection redemption and taxable advance refunding of the Seri hereby authorized' to be paid from the proceeds of t have previously been designated by the City for p redemption costs, and any other administrative refunding of the Series 2010E Bonds to be Ref ith nding on with ptions, and ch are Is Resolution, the Note or the ial Advisor, Bond Finance Director, atives, and agents, Paying Agent(s) for the tatives and those so ce of the Note and the onds to be Refunded, on es of the City, its agents, Advisor and Bond Counsel and or Paying Agent for the Series ith the issuance of the Note and the 2010B Bonds to be Refunded are Note and from any other City funds that ments of interest, principal, premium, if any, sts related to the redemption and advance nded. Section 18. Repeal of Inconsis .i nt Resolutions, All other resolutions or parts thereof in conflict herewith for the Note a; - to the extent of such conflict superseded and repealed. Section 19, Further Au t • rizations regarding Use of All Remaining Proceeds and Interest Thereon, If Any, fry the Series 2010B Bonds in accordance with the Authorizing Resolution and to } Continuing Disclosure Agreement, and Payment of Outstanding Series 2010B •nds. The City Manager and all other necessary City officials, employees, agents and rep.-sentatives have previously been authorized' pursuant to the Authorizing Resolution a f the Continuing Disclosure Agreement for the Series 201013 Term Bonds maturin• on Jul 2027 to undertake continuing compliance measures, and the City has updated and correctepostings in the various computer systems and account codes (Fund 31000 — General. G• 't Projects trancf to Special--Q i t.Service Fund in the amount of Four H; dred Twenty -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty - One Cents ($42,.,675.61) in the Construction Fund) for use of remaining proceeds, interest earnings ther- n for .ro'ect build -outs of the commercial areas and project close-outs related thereto. T e City Manager and all other necessary City officials, employees, agents and ntatives are hereby further authorized' to use all other remaining proceeds and interest n, if any, not in the Construction Fund from the Series 2010E Bonds to be Refunded in dance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent City of Miami Page 11 af.12 Me )); 3725 (Revision:) Printed OM 3/5/2018 SUBSTITUTED File iD: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enattmen1 Number: for the Series 2010E Bonds to be Refunded upon the closing of the sale of the Note to the Lender, any and all outstanding amounts for principal and interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the understanding that all outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to tie Series 2010B Bonds to be Refunded will cease to exist and the Citys obligations thereunde only for the Series 2010B Bonds to be Refunded shall terminate upon the sale and the clo. ng of the Note, the execution of the Escrow Deposit Agreement, and the related defeasanc a' of the Series 2010B Bonds to be Refunded which are subject to taxable advance refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain nec ssary actions by the City Manager and the designated Departments in order to update ' e relevant financial controls, project close-outs, accounting entries, and computer syste in connection with ongoing compliance for the outstanding Series 2010E Bonds, the Autho zing Resolution, and the Continuing Disclosure Agreement for continuing compliance are he eby ratified, approved and confirmed. Section 21. Effective Date. This Resolution shall be effec adoption and signature by the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: e immediately upon its 2 If the ayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from. e date it was passed and adopted. if the Mayor vetoes this Resolution, it shall become effective im E ediately upon override of the veto by the City Commission. CYty of Miami Page 12 of 12 P11e ID: 3725 (Revision:) Primed an: 3/5/2018 City of Miami Legislation Resolution SUBSTITUTED City Hall 3500 Pan American Drivo Miami, FL 33133 www.miamigov.corn File Number: 3725 Final Action D. e: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMEN ), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED EIGHTEEN MI ON DOLLARS ($18,000,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") TAXABLE SPECIAL OBLIGATION PARKING RE NUE REFUNDING NOTE, SERIES 2018 (MARLINS STADIUM PARKIN ACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMEN FROM BRANCH BANKING AND TRUST COMPANY ("PURC "LENDER") AND PROVIDING FOR THE PRIVATE PLACE NEGOTIATED SALE OF SAID NOTE TO THE LENDER; BASIC PARAMETERS OF THE TERMS AND CONDITI AGREEMENT AND THE NOTE AND AUTHORIZING EXECUTION, AND DELIVERY OF A LOAN AGRE ANY AND ALL OTHER NECESSARY AGREEME INSTRUMENTS IN CONNECTION THEREWIT AND DETERMINATIONS; AUTHORIZING AL CITY MANAGER, CITY ATTORNEY, BOND OFFICER, FINANCE DIRECTOR, ASSIS FINANCIAL ADVISOR, AND ALL OTHE THEREWITH; FURTHER AUTHORIZ ATTORNEY, CHIEF FINANCIAL OF FINANCE DIRECTOR, FINANCI REGISTRARS, NOTE REGIST AND ALL OTHER NECESSA NECESSARY STEPS AND AND ALL NECESSARY DOCUMENTS, AND IN REDEMPTION OF F THOUSAND DOLL PRINCIPAL AMO REVENUE BO 2010B BOND PROCEED REDEMP (AS DE DEF 201 PROPOSAL SER" AND NT WITH AND TTING CERTAIN S OF A LOAN E NEGOTIATION, ENT, THE NOTE, AND S, DOCUMENTS, AND MAKING CERTAIN FINDINGS EQUIRED ACTIONS BY THE OUNSEL, CHIEF FINANCIAL NT FINANCE DIRECTOR, CITY OFFICIALS IN CONNECTION • G THE CITY MANAGER, CITY ICER, FINANCE DIRECTOR, ASSISTANT ADVISOR, BOND COUNSEL, BOND R, ESCROW AGENT, PAYING AGENTS, CITY OFFICIALS TO UNDERTAKE THE 0 NEGOTIATE, EXECUTE, AND DELIVER ANY CROW DEPOSIT AGREEMENTS, NOTICES, RUMENTS IN CONNECTION WITH THE RTEEN MILLION SEVEN HUNDRED FORTY-FIVE S ($14,745,000.O0) OF THE CITY'S OUTSTANDING T OF TAXABLE SPECIAL OBLIGATION PARKING S, SERIES 2010B (MARLINS STADIUM PROJECT) ("SERIES ); AUTHORIZING THE TRANSFER OF ALL REMAINING AND INTEREST ON THE SERIES 2010E BONDS, IF ANY, FOR ON IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION NED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS D BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES BONDS; DELEGATING AUTHORITY TO THE CITY MANAGER TO S ECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION GENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES, WHEREAS, the City of Miami ("City") has currently outstanding Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) for the Term Bond maturing on July 1, SUBSTITUTED 2027 of its previously issued Sixteen Million Eight Hundred Thirty Thousand Dollars ($16,830,000) of Taxable Special Obligation Parking Revenue Bonds, Series 2010E ("Series 2010E Bonds"), issued July 29, 2010; and WHEREAS, in order to obtain interest savings in an estimated amount of One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Term Bond portion maturing on July 1, 2027 of the Series 2010E Bonds, if any, to redeem said Series 2010E Bonds in accordance ith the related Resolution No. 09-0509, adopted October 27, 2009 ("Authorizing Resolution" attached and incorporated as part of Composite Exhibit "A") and Disclosure and Disse ation Agent Agreement, dated as of July 29, 2010 ("Continuing Disclosure Agreement" also ttached and incorporated as the remaining part of Composite Exhibit "A"), and (b) to issue i total aggregate principal amount not to exceed Eighteen Million Dollars ($18,000.,000. r I) a Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Sta' um Parking Facilities Project) ("Note") to advance refund on a taxable basis a portion oft Series 2010B Bonds currently in a total outstanding principal amount of Fourteen Million ven Hundred Forty -Five Thousand Dollars ($14,745,000.00) which will become subjec . optional redemption as of July 1, 2020, and which mature July 1, 2027 (collectively, "Series r 10B Bonds to be Refunded"); and WHEREAS, a total of Four Hundred Twenty -Three Thous d, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.51) is remaining from e proceeds and interest of the Series 2010B Bonds and in continuing compliance with the horizing Resolution and the Continuing Disclosure Agreement for the Series 2010B Bo►.s, the City has updated and corrected postings in the various computer systems and count codes (Fund 31000 — General Gov't Projects transfer to Special Obligation Bonds De. Service Fund in the amount of Four Hundred Twenty -Three Thousand, Six Hundred Sev{ ty-Five Dollars and Sixty -One Cents ($423,675,61) for debt service) for remaining proc- ds, interest earnings, and project close-outs related thereto; and WHEREAS, the City's Financial Advi •r, PFM Financial Advisors LLC ("Financial Advisor"), issued a Request for Proposals .. banking and financial institutions for refinancings and refundings of the Series 20106 Bon to be Refunded and received multiple proposals which were evaluated by the Financial dvisor for responses consistent with the City's needs; and WHEREAS, the propose and recommendations by the Financial Advisor were reviewed and recommended b the City Administration to the City's Finance Committee, with the proposal dated Februa •, 2018, as updated February 15, 2018 ("Proposal", attached and incorporated as Exhibit B) om Branch Banking and Trust Company ("Purchaser" and "Lender") being recommended by e Finance Committee on February 12 , 2018, as the most responsive and responsible prop..er, to privately purchase and to hold the Note not for resale with limited restricted assignabi , to provide for the refunding of the Series 2010E Bonds to be Refunded, and to provide for osts of issuance of the Note; and WHE ° AS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manag has recommended and the City Commission desires to find, determine, and declare a. set forth below in Section 3, that a privately -placed negotiated sale of the Note to the Purcha r is In the best interests of the City due to the term and size of the Note, the sophi icated investor -profile, the timings of the defeasance, taxable advance refunding and red;, ption of the Series 2010B Bonds to be Refunded, and timing of the issuance of the Note; a WHEREAS, Convention Development Taxes, Parking Revenues, and Parking Surcharges (all as defined in the Authorizing Resolution and herein below) are proposed to be pledged to repay the Note; and SUBSTITUTED WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments; to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith; to delegate to the City Manager the determination of certain other details of the L Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Serie 2010B Bonds to be Refunded; and to authorize the City Manager, City Attorney, Bond C rise!, Chief Financial Officer, Finance Director, Assistant Finance Director, Financial Advisor scrow Agent, Bond Registrar and Paying Agent, and other necessary and appropriate City "ficials to undertake and to do any and all actions necessary and in the best interests of the ' ity in connection with the private placement sale, issuance and delivery of the Note, t redemption and taxable advance refunding of a portion of the Series 2010B Bonds to be ` funded, and to accomplish the continuing compliance for the Series 2010E Bonds pursuant . the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, the payments of the principal of and interest on the ote are not insured; and WHEREAS, it is also in the best interest of the City to rati i, approve, and confirm certain necessary actions of the City Manager and designated City De%artments in order to update the relevant financial controls, project close-outs, accounting ent -s, and computer systems in connection with ongoing compliance for the Series 2010E '.nds, the Authorizing Resolution, and Continuing Disclosure Agreement; and WHEREAS, this Resolution attaches and inc. •orates Composite Exhibit "B" to reflect modifications made on the floor at today's City Co fission meeting to enable the City Manager to update the necessary terms and conditions in . form acceptable to the City Attorney, Bond Counsel, Chief Financial Officer, Finance Direc .r, Assistant Finance Director, and Financial Advisor; and WHEREAS, this Resolution does of provide priority over the Authorizing Resolution in connection with the Pledged Revenues..nd Pledged Funds for the City's outstanding Tax - Exempt Special Obligation Parking R. enue Bonds Series 2010A (Marlins Stadium Project) ("Series 2010A Bonds"), all as deli d in the. Authorizing Resolution; and WHEREAS, this Resolu •n reflects as set forth in Exhibit C attached and incorp'. ated from today's City Commission meeting; NOW, THEREFO'" , BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (' ate"); Chapter 166, Florida Statutes, as amended; Part VII of Chapter 159, Florida Statutes . s amended; the Charter of the City of Miami, Florida; applicable City resolutions, inuding Resolution No. 09-509, adopted October 27, 2009, and this Resolution No. 18- , adopted today on , 2018; and other applicable provisions of law (collective the "Act"). ection 2, Definitions. All capitalized undefined terms shall have the meanings as set f%rth in this Resolution, the Authorizing Resolution, the Continuing Disclosure Agreement, the roposal, and as defined in the Loan Agreement and the Note, In addition to the words and rms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein unless the context otherwise requires: SUBSTITUTED "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar" means the Finance Director or the Assistant Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended from tim- o time. "Convention Development Tax" means a portion of the revenues collected a ually (excluding any carryover from prior year collections) by the County of the levy on e exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) percent of the total conside Lion charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florid. tatutes (net of Tax Collector administrative costs for local administration pursuant to Sec '.n 212.0305(5)(b)5, Florida Statutes), and allocated to the City as provided in the Interlocal .reement. "County" means Miami -Dade County, Florida. "Escrow Agent" means the bank or financial institution se -cted and appointed as the escrow agent by the City Manager. "Escrow Deposit Agreement(s)" means the Escrow Deposit Agreement(s) to be entered into between the City and the Escrow Agent providing fo he taxable advance refunding, defeasance, and redemption of the Series 2010B Bon.. to be Refunded. "Financial Advisor" means PFM Financial * visors LLC. "Fiscal Year" means the Fiscal Year of e City beginning on October 1 of each year and ending an September 30 of the following cal: dar year. "Interest Rate" means a not to exed interest rate per annum (as adjusted pursuant to the Loan Agreement) that will provide fa net present value savings required by the City's debt management policy. "Loan Agreement" mean e loan agreement to be entered into between the City and Branch Banking and Trust Co .any, as the Lender and Purchaser, in accordance with the terms of this Resolution and e Proposal. "Maturity Date" m,.ns July 1, 2027 for the remaining Fourteen Million Seven Hundred Forty -Five Thousand D' lars ($14,745,000.00) outstanding portion of the Series 2010E Term Bond originally due J y 1, 2027. "Note" rn-. ns the not to exceed Eighteen Million Dollars ($18,000,000.00) City of Miami Taxable Speci. Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Faeil' es Project) authorized pursuant to this Resolution. "Parking Revenues" means all revenues received by the City from the Stadium Operator with re .ect to the Project in connection with the MLB Home Games pursuant to the City Park' ► a Agreement (excluding Parking Surcharge). 'Parking Surcharge" means 80% of the portion which is derived from the Project in nnection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, SUBSTITUTED imposed pursuant to Section 166.271, Florida Statutes, and pursuant to Ordinance No. 04- 00466 enacted by City Commission on July 22, 2004. "Payment(s)" means all amounts payable by the City of principal, and interest on the Note and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall ..e made annually on July 1 commencing July 1, 2019; (b) that interest payments shall be pa semi-annually each July 1 and January 1 commencing July 1, 2018; and (c) that prepay ents shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director or the Assistant Finance Dire er of the City. "Purchaser" and "Lender" means Branch Banking and Trust Company .s direct placement purchaser and holder of the Note. "Pledged Funds" means collectively (I) Pledged Revenues, (li) a. moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, an (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to e Loan Agreement and therein pledged to secure the Note, including Pledged Revenues "Pledged Revenues" means collectively subject to the , for pledge for the Series 2010A Bonds, (1) the Convention Development Tax, (2) the Parkin! Revenues, and (3) the Parking Surcharge. "Proposal" means the attached and incorpora updated February 15, 2018, from Branch Banking a Purchaser, to the City. proposal dated February 6, 2018, as Trust Company, as Lender and "Resolution(s)" means this Resolution "o. R-18- , adopted by the City Commission of the City of Miami, Florida on , 2018, as amended and supplemented from time to time, "Series 2010A Bonds" means e remaining outstanding Eighty -Four Million, Five Hundred Forty Thousand Dollars ($ E ,540,000.00) of City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bond :, Series 2010A (Marlins Stadium Project). "Series 2010E Bonds" eans the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 201 , e (Marlins Stadium Project). "Series 2010 Bo is to be Refunded" means the City's currently outstanding Series 2010E Bonds to be a. , ance refunded by the Note in the amount of Fourteen Million, Seven Hundred Forty -Five ' ousand Dollars ($14,745,000.00) term bond maturing on July 1, 2027. "Verifica '.n Agent" means the qualified verification agent appointed by the City Manager. Se' ion 3. Recitals and Findings. The recitals and findings contained in the Preamb of this Resolution are adopted by reference and incorporated as if fully set forth in this Sectio Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 21.8.385, Florida Statutes, the City hereby finds, ermines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: SUBSTITUTED (i) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (ii) The Pledged Revenues consist of multiple revenue sources which require additional explanation to the market; (iii) The current volatility that exists in the fixed -income markets make it favorable for the City to accelerate the time to obtain locked interes ates currently available; and (iv) The structure and tinning of the related taxable advance refund' and redemptions of a portion of the Series 2010B Bonds to be Ref ded require additional planning. B. It is in the best interests of the City, its citizens and taxpayers ts. ssue the Note in order to realize debt service savings of an estimated One Million, Two Hund d Thirty -Six Thousand Dollars ($1,236,000.00) (net present value) in interest payment .n the Series 2010E Bonds without extending the time for such payments. C. The Note shall be payable from the Pledged Funds. D. There are expected to be sufficient Pledged Fund- to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds also are now pledged oencumbered to the repayment of the remaining Series 2010E Bonds and the City's outsta :irig Series 2010A Bonds which have a parity position. F. The Note shall not constitute a lien on any properties owned by or situated within the City, except as provided herein with re • sect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the ► ote, the City shall receive from the Purchaser a Purchaser's Certificate, the form of whit s attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the infmation required by Section 218.385, Florida Statutes, a form of which will be attached as an hibit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cum ative debt obligation and respective debt obligations from the Series 2010A Bonds, the Se r s 20108 Bonds which are not being refunded, and the Note to the extent that all are secure by (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parki Surcharge. H. in accordance pith the recommendations of the City's Administration and the Finance Committee, the City Co )mission hereby approves the selection of the direct placement Proposal from Branc ranking and Trust Company for the private placement and negotiated sale of the Note to e Purchaser and the Lender, the most responsive and responsible proposer, in order o receive a loan under the Loan Agreement in an amount not to exceed Eighteen Millie )altars ($18,000,000,00) to advance refund the Series 2010B Bonds to be Refunded an. o provide for costs of issuance of the Note. S tion 4. This Resolution to Constitute Contract. In consideration of the accept - ce of the Note authorized to be issued hereunder by those who shall hold the same from e to time, this Resolution and the Loan Agreement shall be deemed to be and shall con itute a contract between the City and the Lender. The covenants and agreements herein s forth to be performed by the City shall be for the equal benefit, protection and security of the .ender and the Note, except as expressly provided herein and in the Loan Agreement and except as expressly provided in the Authorizing Resolution in connection with the outstanding Series 2010A Bonds and the outstanding Series 2010B Bonds that are not subject to advance refunding hereunder, SUBSTITUTED Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and instruments, Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sal and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, , d the Financial Advisor, is authorized' to negotiate, to execute, and to deliver a Loan Agree ent with the Lender, (ii) an obligation of the City to be known as the "Taxable Special Obli.. ion Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities P .ject)" is authorized' to be issued, executed, and delivered in the aggregate principal amou of not to exceed Eighteen Million Dollars and No Cents ($18,000,000.00), and (iii) the City tanager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, t► - Finance Director, the Assistant Finance Director, and the Financial Advisor, is authori .dto negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other necessary documents, agreements, and instruments. The City Manager, after consultation with t' - City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistan inance Director, and the Financial Advisor, is further authorized' to negotiate, execute, andeliver any changes, modifications, supplements, or amendments to the Loan Agreeme the Note, the Escrow Deposit Agreement, and any and all other agreements, documen ., and instruments as should be deemed necessary or desirable and to take such other actie s as shall be necessary to implement the terms and conditions of the Loan Agreement, e Note, and the Escrow Deposit Agreement, The provisions of such documents, as so nego ".ted, executed, and delivered, are hereby incorporated into and made a part of this Resoluti The City Manager is delegated the authority ( to select and appoint a bank or other financial institution to serve as the Escrow Agent, a' d (2) to select and appoint a qualified Verification Agent, both based upon proposals re'-ived and reviewed by the City's Financial Advisor in connection with the Escrow Deposit ' greement for the advance refunding of the Series 2010B Bonds to be Refunded. Section 6. Description of the Note. he Note shall be issued as one (1) fully registered Note in the principal amount not to exce •d Eighteen Million Dollars and No Cents ($18,000,000.00), shall be dated as .-'the date of its delivery to the Lender as the Purchaser thereof and shall mature on the Ma •city Date, subject to prior mandatory amortization payments as to be provided in the Note an.. e Loan Agreement. The Note shall be payable to the Lender and shall bear interest at the In •rest Rate, calculated on the basis of a 30/360 day year. Interest will be paid semi -an ,ally each July 1 and January 1 with the first interest payment due on July 1, 2018. Principal be paid annually on July 1 each year, with the first principal payment payable on July , 2019. The final Maturity Date snail be July 1, 2027 for the Note (which is advance refu ping to -the Series 2010E Term Bond originally due July 1, 2027); provided, however, t <t the Note and the Loan Agreement shall also provide for prepayments.. Anything herein or ' the Note to the contrary notwithstanding, in no event shall the Interest Rate borne by th ote exceed the maximum interest rate permitted to be paid by the City under applicab law. On e date of the issuance of the Note, the City shall receive an amount equal to the par amo t of the Note from the Lender as the purchase price of the Note. The Note shall be payabl. ►n any coin or currency of the United States of America which on the respective dates of pay nt of principal and interest thereof is legal tender for the payment of public and private de 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. SUBSTITUTED The Note may be exchanged in whole at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the new purchaser has received the prior written consent of the City, which shall not be unreasonably withheld once the City has been provided with and received a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name e City by the City Manager and the seal of the City shall be imprinted, reproduced or lithophed on the Note and attested to and countersigned by the City Clerk. In addition, the City ttorney shall sign the Note, showing approval of the form and correctness thereof, and the Ci 's Director of Risk Management shall sign the Note, showing approval as to the City's insu requirements. The signatures of the City Manager, the City Clerk, and the C Note may be by facsimile. If any officer whose signature appears on the office before the delivery of the Note, his or her signature shall neverthe sufficient for all purposes. In addition, any Note may bear the signatu such persons as at the actual time of execution of such Note shall b officers to sign such Note, although at the date of such Note or th persons may not have been such officers. Any Note delivered s manual signature of the Finance Director or of the Assistant F' registered owner of any Note so authenticated shall be entit Section 8. Note Mutilated, Destroyed, Stol destroyed, stolen or lost, the City or its agent may, in replacement Note, or (it) pay a Note that has mature for redemption. A mutilated Note shall be surrend The holder of the Note must furnish the City or i stolen or lost Note; post satisfactory indemnity. or its agent may prescribe; and pay the reas ce Attorney on the e ceases to hold as be valid and of, or may be signed by, the proper designated ate of delivery thereof such be authenticated by the ance Director, and the d to the benefits of this Resolution. 0 or Lost. If the Note is mutilated, discretion (i) deliver a duplicate or is about to mature or has been called ed to and cancelled by the Note Registrar. agent proof of ownership of any destroyed, comply with any reasonable conditions the City nable expenses of the City or its agent. Any such duplicate Note shall co r titute an original contractual obligation on the part of the City whether or not the destroyed, , olen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled o equal and proportionate benefits and rights as to lien on, and source of payment of and sec ity for payment from, the funds pledged to the payment of the Note so mutilated, destroysstolen or lost. Section 9. Form :f Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agre'. ent, with only such omissions, insertions and variations as may be necessary and desirable o nd permitted by this Resolution or by any subsequent ordinance or resolution adopted pri. to the issuance thereof.' Section 10 Continuing Disclosure Covenants. The City shall undertake such "best practices" as proded in the Loan Agreement for continuing disclosures. Sect' 11, Security; Note Not General Indebtedness. The Note shall not be deemed to onstitute a general obligation or a pledge of the faith and credit of the City, the State or any o er political subdivision thereof within the meaning of any constitutional, legislative or charte •rovision or limitation, but shall be payable solely from and secured solely by a lien upon and . pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of e Note shall ever have the right, directly or indirectly, to require or compel the exercise of e ad valorem taxing power of the City, the State or any other political subdivision of the State r taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to SUBSTITUTED the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, 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 Note shall be secured forthwith by a parity lien on the proceeds derived from the the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surchar portions of the Pledged Funds, and the City does hereby irrevocably pledge the same to pa ent of the principal thereof and interest thereon when due. Section 12. Sale of Note to Refund and to Redeem the outstanding S ies 2010B Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at e purchase price equal to the par amount thereof and of not to exceed Eighteen Million Doll. s ($18,000,000.00) and the City Manager, the City Clerk, Director of Risk Mena -meat, and the City Attorney are hereby authorized' to execute and deliver the Note in sub antially the form set forth in the Loan Agreement, receive the purchase price therefor and . ply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem d to refund on an advance basis the Series 2010B Bonds to be Refunded, as herein pr. ided, without further authority from this body. The City Manager and the City Clerk are . 'thorized' to make any and all changes on the form of the Note which shall be necessary to cr form the same to the commitment of the Lender. Execution of the Note by the City . nager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusi - evidence of their approval of the form of the Note. Section 13. Amendments and Supplement `o this Resolution. This Resolution shall be further amended and supplemented as nece ary in order to accomplish the issuance of the Note or as necessary in connection with the, rposes for which the Note is being issued or as necessary in connection with the redemptioand taxable advance refunding of the Series 2010E Bonds to be Refunded. Section 14. Application of Prov'.ions of the Authorizing Resolution. The Note shall for all purposes be considered und- Section 10,01 of the Authorizing Resolution to be refunding bonds and Additional Parity P.ligations to the extent of the pledge of (1) the Convention Development Tax, (2) tharking Revenues, and (3) the Parking Surcharge, and shall in all respects be entitled to al •rotection for outstanding Bonds to the extent of the pledge of (1) the Convention Developme Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. The covenants and agreements of the City in the Authorizing Resolution regarding (1) the Convention Develop nt Tax, (2) the Parking Revenues, and (3) the Parking Surcharge shall be for equal benefit, • •tection, and security of the Holders of all outstanding Bonds, including for the benefit • the Purchaser and the Lender as the Holder of the Note. Section 15. . everability. If any one or more of the covenants, agreements or provisions of this " solution should be held contrary to any express provision of law or contrary to any express p .vision of law or contrary to the policy of express law, though not expressly prohibited, or ainst public policy, or shall for any reason whatsoever be held invalid, then such covenants, eements or provisions shall be null and void and shall be deemed severed from the remain' g covenants, agreements or provisions of this Resolution, or of the Note issued hereund or regarding the defeasing and taxable advance refunding of the Series 2010E Bonds • be Refunded. Section 16. Controlling Law; Members, Officials, Agents, Representatives and ployees of City Not Liable. All covenants, stipulations, obligations and agreements of the ity contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future SUBSTITUTED member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, the Budget Director, nor any other official executing the Note shall be liable personally on the Note or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or such respective members, officials, agents, representatives or employees thereof, or by reason of the redemption and taxable advance refunding of the Series 2010B Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note redemption and advance refunding of the Series 2010B Bonds to be Refunde Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, officers, employees, agents, and representatives of the City as may be desig Mayor, the City Commission, the City Attorney, and the City Manager, inclu Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or an designated as respective applicable agents of the City, as necessary, in sale, issuance and delivery of the Note, the notices, calls for redempti taxable advance refunding of the Series 2010B Bonds to be Refund empowered, collectively or individually, to take all action and step notices, instruments, agreements, certificates, documents and c and as and if necessary, including the execution of document the negotiated sale of the Note to the Lender as Purchaser, of the Series 2010E Bonds to be Refunded, that are nece the sale, execution and delivery of the Note, the noticin the taxable advance refunding of the Series 2010E Bo specifically authorized' or are not inconsistent with the Authorizing Resolution for the Series 2010A B Series 2010E Bonds, heretofore taken by the C' Counsel, City Manager, Chief Financial Office and City Attorney, or other necessary City o including any Bond Registrar, Note Regist Series 2010B Bonds. Such officials, em designated are hereby charged with t redemption and taxable advance ref behalf of the City and with any rel representatives, employees, o any Bond Registrar, Note Reg 2010B Bonds. Any and all. redemption and taxable a hereby authorized' to be have previously been redemption costs, a refunding of the S d the The City ssistant d such other ed by the g any Bond f them, are each onnection with the s, redemptions, and the and are authorized' and nd to execute the Note, ail tracts on behalf of the City, on required in connection with nd the taxable advance refunding ary or desirable in connection with call for redemptions, redemptions, and ds to be Refunded, and which are terms and provisions of this Resolution, ds, or any action relating to the Note or the and/or by the City's Financial Advisor, Bond finance Director, Assistant Finance Director, cials, employees, representatives, and agents, r, Trustee, Escrow Agent or Paying Agent(s) for the yees, agents and representatives and those so responsibility for the issuance of the Note and the ding of the Series 2010B Bonds to be Refunded, on d and required responsibilities of the City, its agents, iciais, including its Financial Advisor and Bond Counsel and r, Trustee, Escrow Agent, or Paying Agent for the Series incurred in connection with the issuance of the Note and the nce refunding of the Series 2010E Bonds to be Refunded are id from the proceeds of the Note and from any other City funds that signated by the City for payments of interest, principal, premium, if any, any other administrative costs related to the redemption and advance es 2010E Bonds to be Refunded, Section 8. Repeal of Inconsistent Resolutions, All other resolutions or parts thereof in co ' ict herewith for the Note are to the extent of such conflict superseded and repealed. ection 19. Further Authorizations regarding Use of All Remaining Proceeds and terest Thereon, If Any, from the Series 2010B Bonds In accordance with the Au ' orizing Resolution and the Continuing Disclosure Agreement, and Payment of tstanding Series 2.010E Bonds, The City Manager and all other necessary City officials, mployees, agents and representatives have previously been authorized' pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2010E Bonds to undertake continuing compliance measures, and the City has updated and corrected postings in SUBSTITUTED the various computer systems and account codes (Fund 31000 — General Gov't Projects transfer to Special Obligation Bonds Debt Service Fund in the amount of Four Hundred Twenty - Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61)) for remaining proceeds, interest earnings, and project close-outs related thereto, The City Manager and all other necessary City officials, employees, agents and representatives are hereby further authorized' to use all remaining proceeds and interest thereon, if any, from the Series 2010E Bonds in accordance with the Authorizing Resolu '.n and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Not Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 2010E Bonds upthe closing of the sale of the Note to the Lender, any and all outstanding amounts for . ncipal and interest, and premium, if any, due and payable to the Bond Registrar, Note Regi. ar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the unrstanding that ail outstanding Authorizing Resolution, Escrow Agreement, Continuing Disci. ure Agreement, and other agreements related only to the -Series 2010E Bonds to be Re.fun•.ed will cease to exist and the City's obligations thereunder only for the Series 2010B Bo .s to be Refunded shall terminate upon the sale and the closing of the Note, the executio► of the Escrow Deposit Agreement, and the related defeasance of the Series 2010E Bonds be Refunded which are subject to taxable advance refunding. Section 20, Ratifications, Approvals, and Conflr ions. Certain necessary actions by the City Manager and the designated Departmen in order to update the relevant financial controls, project close-outs, accounting entries, a computer systems in connection with ongoing compliance for the outstanding Series 201E : Bonds, the Authorizing Resolution, and the Continuing Disclosure Agreement for continui compliance are hereby ratified, approved and confirmed. Section 21, Effective Date. This Reso ton shall be effective immediately upon its adoption and signature by the Mayor,2 APPROVED AS TO FORM AND CORRE NESS: 2 if the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted, If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission.