HomeMy WebLinkAboutMemo From City ManagerCITY OF MIAMI
FINANCE DEPARTMENT
MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Emilio T. Gonzalez. City Manager
DATE: March 7, 2018
RE: March 8. 2018 Commission Meeting Agenda — Substitution of RE.10
Proposed Advance Refunding of a portion of the City's outstanding Taxable
Special Obligation Parking Revenue Bonds, Series 2010E (Marlins Stadium
Project)
File No. 3725
F•t c.
Item RE.10 on the March 8, 2018 City Commission Agenda proposes to advance
refund a portion of the City's outstanding Taxable Special Obligation Parking Revenue
Bonds. Series 2010B (Marlins Stadium Project). The item is being substituted to reflect
the attached revisions in the third Recital and in Section 19.
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City of Miami
City Hall
Legislation R E L1 l 3500 Pan American Drive
' Miami, FL 33133
www.miamigov.com
Resolution 201811AR _ 7 NI 1: 28
File Number: 3725
'LP +;,E CI f Y F al Action Date:
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A RESOLUTION OF THE MFAMI 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 20108 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 I 412 File ID: 3 725 (Revision: Printer! On: 3/5/20018
File ID: 3725 Enactment Number:
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 2010E ("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 2010B 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 transfer e Special Obligation Bond Debt corvine
Fund 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 ref debt service) 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 2010E 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: Printed an: 3/512018
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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 2010E Bonds to be Refunded, and to
accomplish the continuing compliance for the Series 201 OB 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 reflects 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:) Printed on: 315/2018
Fete ID: 3725 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 Resolution
No. 18- , adopted today on , 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.
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"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-
°0466 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 ether 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- , 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 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).
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"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 2010B 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 2010B
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 20108 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
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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 2010E 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.
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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 2010B 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 beprovidedin 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 to -the Series 2010B 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.
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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 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
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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 2010E
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 2010E 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
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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 2010E 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 2010B 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 2010B 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 2010B 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 2010B 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 transfer to Special Obligation Bonds Debt Se .4 e F end 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
City of Miami
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for the Series 201 OB 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 the
Series 2010B Bonds to be Refunded will cease to exist and the City's obligations thereunder
only for the Series 201 OB 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.
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