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HomeMy WebLinkAboutR-19-0111City of Miami Resolution R-19-0111 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 5385 Final Action Date: 3/14/2019 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), DESCRIBING, PROVIDING FOR, AND AUTHORIZING THE ISSUANCE AND BOND VALIDATION OF THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING ONE HUNDRED MILLION DOLLARS ($100,000,000.00) IN ONE OR MORE SEPARATE SERIES OF CITY OF MIAMI TAX-EXEMPT AND TAXABLE LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER CAPITAL PROGRAMS: AFFORDABLE HOUSING AND ECONOMIC DEVELOPMENT PROGRAMS 2019) ("MIAMI FOREVER LIMITED AD VALOREM CAPITAL PROGRAMS AFFORDABLE HOUSING AND ECONOMIC DEVELOPMENT PROGRAMS 2019 BONDS") INCLUDING BUT NOT LIMITED TO (A) THE PARTICULAR AFFORDABLE HOUSING AND ECONOMIC DEVELOPMENT PROGRAM PROJECTS TO BE UNDERTAKEN BY THE CITY OF MIAMI ("CITY") AS GOVERNMENTAL PROJECTS OWNED AND OPERATED BY THE CITY, BY NOT - FOR -PROFITS, BY FOR -PROFITS, AND BY INDIVIDUALS, ALL AS DESCRIBED IN THE ATTACHED AND INCORPORATED COMPOSITE EXHIBIT "C," (B) MAKING CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION THEREWITH, (C) DETERMINING THE PARTICULAR METHOD OF SALE, CREDIT ENHANCEMENT, IF ANY, DENOMINATIONS, INTEREST RATE(S), (D) AUTHORIZING ALL REQUIRED ACTIONS BY ALL NECESSARY CITY OFFICIALS INCLUDING BUT NOT LIMITED TO THE CITY MANAGER, CITY ATTORNEY, CITY CLERK, BOND COUNSEL, AND FINANCIAL ADVISOR TO UNDERTAKE ALL NECESSARY STEPS IN CONNECTION WITH BOND VALIDATION, BOND ISSUANCE, NEGOTIATION, EXECUTION, AND DELIVERY OF RELATED BOND PURCHASE AGREEMENT, OFFERING AND SALE DOCUMENTS, TAX COMPLIANCE AGREEMENT, CONTINUING DISCLOSURE AGREEMENT, PARTICULAR CREDIT ENHANCEMENT AGREEMENT, IF ANY, PAYING AGENT AND REGISTRAR AGREEMENT, AND ALL OTHER NECESSARY DOCUMENTS, INSTRUMENTS, AND AGREEMENTS TO BE NEGOTIATED, EXECUTED, AND DELIVERED BY THE CITY MANAGER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, AND (E) RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS, CAPITAL PLANS, AND COMPUTER SYSTEMS IN CONNECTION THEREWITH, ALL IN CONNECTION WITH THE VALIDATION AND AUTHORIZATION OF ISSUANCE AND MASTER RESOLUTION, ADOPTED BY THE CITY COMMISSION ON FEBRUARY 14, 2019 ("MASTER RESOLUTION"), FOR PROVISIONS OF THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING FOUR HUNDRED MILLION DOLLARS ($400,000,000.00) IN ONE OR MORE SEPARATE SERIES OF CITY TAX-EXEMPT AND TAXABLE LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER CAPITAL PROGRAMS) PAYABLE FROM AD VALOREM TAXES LEVIED ON ALL TAXABLE PROPERTY IN THE CITY, FOR CAPITAL PROJECTS TO REDUCE FLOODING RISKS, IMPROVE STORMWATER INFRASTRUCTURE, IMPROVE AFFORDABLE HOUSING, ECONOMIC DEVELOPMENT, PARKS, CULTURAL FACILITIES, AND INFRASTRUCTURE WITH INTEREST PAYABLE AT RATES NOT TO EXCEED THE MAXIMUM RATE ALLOWED BY LAW (COLLECTIVELY, "MIAMI City of Miami Page 1 of 20 File ID: 5385 (Revision: A) Printed On: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 FOREVER LIMITED AD VALOREM CAPITAL PROGRAMS BONDS") AND FOR ONGOING COMPLIANCE UNDER THE TERMS AND CONDITIONS OF THE MASTER RESOLUTION; AND PROVIDING FOR AN APPLICABLE EFFECTIVE DATE. WHEREAS, the City of Miami ("City") (1) is a municipal corporation of the State of Florida ("State"), (2) is wholly located within Miami -Dade County ("County"), a political subdivision of the State, (3) was duly incorporated in 1896, and (4) is operating under the Constitution of the State, as amended ("Florida Constitution"), laws of the State, Charter of the City of Miami, Florida, as amended ("City Charter"), and Code of the City of Miami, Florida, as amended ("City Code"); and WHEREAS, pursuant to Section 12, Article VII of the Florida Constitution, the City may issue bonds, certificates of indebtedness, or any form of tax anticipation certificates payable from ad valorem taxation and maturing more than twelve (12) months after issuance to finance or refinance capital projects authorized by law and only when approved by vote of the electors; and WHEREAS, Section 166.111, Florida Statutes, authorizes the City to borrow money, contract loans, and issue bonds from time to time to finance the undertaking of any capital or other project for the purposes permitted by the Florida Constitution and the City may pledge the funds, credit, property, and taxing power of the municipality for the payment of such debts and bonds; and WHEREAS, the City Commission, pursuant to Resolution No. 17-0350 adopted July 27, 2017, attached and incorporated as Exhibit "A" ("Referendum Authorizing Resolution"), previously has determined that it is in the best interests of the public to issue general obligation bonds to finance such capital projects and improvements in an aggregate principal amount not exceeding four hundred million dollars ($400,000,000.00) with interest payable at or below the maximum rate allowed by law, payable from ad valorem taxes levied on all taxable property in the City provided that the debt millage not exceed the rate of 0.5935 for capital projects in order to reduce flooding risks and improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets and infrastructure, and to enhance public safety; and WHEREAS, pursuant to the Referendum Authorizing Resolution, the City submitted to the qualified electors of the City for their approval or disapproval the proposed issuance of an aggregate principal amount not exceeding four hundred million dollars ($400,000,000.00) of the City's general obligation bonds ("Bonds") in one or more separate series for capital projects and improvements to reduce flooding risks and improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets and infrastructure, and to enhance public safety, with interest payable at rates not exceeding the maximum allowed by law and providing for the levy and collection of ad valorem taxes to pay such Bonds provided that the debt millage not exceed the rate of 0.5935 mills; and WHEREAS, the official ballot language submitted to the qualified electors of the City read as follows: Shall the City issue General Obligation Bonds in an aggregate principal amount not exceeding $400,000,000.00 with interest payable at or below the City of Miami Page 2 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 maximum rate allowed by law, payable from ad valorem taxes levied on all taxable property in the City, provided that the capital projects debt millage not exceed the current rate of 0.5935, to: • Reduce Flooding Risks; Improve Stormwater Infrastructure; • Improve Affordable Housing, Economic Development, Parks, Cultural Facilities, Streets and Infrastructure; • Enhance Public Safety?; and WHEREAS, on November 7, 2017, the registered voters of the City approved, by referendum ballot, for the City to issue General Obligation Bonds in an aggregate principal amount not to exceed Four Hundred Million Dollars ($400,000,000.00) with interest payable at or below the maximum rate allowed by law, payable from ad valorem taxes levied on all taxable property in the City, provided that the capital projects' debt millage not exceed the current rate of 0.5935, for capital projects to reduce flooding risks; improve stormwater infrastructure; enhance public safety; and improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure; and WHEREAS, by virtue of the ballot language limitation on debt millage for repayment, such voted bonds would be defined as "limited ad valorem bonds" under Section 166.101(3), Florida Statutes, and would partially share that limited ad valorem limitation on debt millage with the City's current total outstanding amount of one hundred seventy-four million six hundred forty thousand dollars ($174,640,000) as of September 30, 2017 of prior Limited Ad Valorem Tax Bonds and Refunding Bonds Homeland Defense/Neighborhood Capital Improvement Projects, Series 2009, 2015, and 2017 (collectively, "Homeland Defense Limited Ad Valorem Bonds") which have a voted referendum debt millage not to exceed 1.218 approved on November 13, 2001; and WHEREAS, on December 14, 2017, the City adopted Resolution No. R-17-0575, attached and incorporated as Exhibit "B" ("Referendum Certification Resolution"), wherein the City Commission officially acknowledged the City Clerk's Certification of the Canvass and Declaration of Results of the City's General Municipal and Referendum Special Elections held on November 7, 2017 ("Bond Referendum"); and WHEREAS, no taxpayer within the City exercised his or her right under Section 100.321, Florida Statutes, to bring suit to test the legality of the referendum and of the declaration of the result thereof within sixty (60) days after the declaration of the results of the referendum; and WHEREAS, on the date hereof, the City Commission desires to find, determine, and provide for (1) the validation of the Bond Referendum and (2) the validation and issuance by the City of its taxable and tax-exempt bonds payable from ad valorem taxes provided that the capital projects debt millage not exceed the rate of 0.5935 mills in accordance with the Bond Referendum in the aggregate principal amount not exceeding four hundred million dollars ($400,000,000.00) in one or more separate series of City Tax -Exempt and Taxable Limited Ad Valorem Tax Bonds (Miami Forever Capital Programs) (collectively, "Miami Forever Limited Ad Valorem Capital Programs Bonds") by adopting Resolution R-19-0062, adopted on February 14, 2019, the provisions of which are adopted by reference and incorporated as if fully set forth in this Resolution, as (a) the Master Resolution ("Master Resolution") for the entire Miami Forever Limited Ad Valorem Tax Bonds and (b) a first tranche Series Resolution initially in an expected City of Miami Page 3 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 not to exceed total maximum principal amount of Fifty Eight Million Six Hundred Fifty Three Thousand Three Hundred Thirty Nine Dollars ($58,653,339.00) (collectively, "Series 2019 Miami Forever Limited Ad Valorem Tax Bonds") to be further designated as the City of Miami Forever Limited Ad Valorem Tax Bonds (Infrastructure Programs) Tax -Exempt Series 2019A in the aggregate principal amount not exceeding forty-three million, six hundred fifty-three thousand, three hundred thirty-nine dollars ($43,653,339.00) ("Series 2019A Infrastructure Bonds") and the City of Miami Forever Limited Ad Valorem Tax Bonds (Affordable Housing and Economic Development Programs) Taxable Series 2019B in the aggregate principal amount not exceeding fifteen million dollars ($15,000,000.00) ("Series 2019B Affordable Housing and Economic Development Programs Bonds") in order to, among other things, reimburse the City for funds advanced by the City for certain expenses incurred with respect to capital projects to be undertaken by the City to reduce flooding risks, to improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets and infrastructure, and to enhance public safety within the City's limits, all as indicated in the attached infrastructure capital projects list in Exhibit "C-1," attached and incorporated (collectively, "Infrastructure Projects"), and in the separate Affordable Housing and Economic Development Programs Projects list set forth in Exhibit "C-2" (collectively, "Affordable Housing and Economic Development Projects"); and WHEREAS, on December 13, 2018, the City adopted Resolution No. R-18-0564 wherein the City declared its official intent to issue both taxable and tax-exempt Limited Ad Valorem Bonds in the expected not to exceed total maximum principal amount of Fifty Eight Million Six Hundred Fifty Three Thousand Three Hundred Thirty Nine Dollars ($58,653,339.00) and, to the extent permissible under the IRS Code regarding the tax-exempt Limited Ad Valorem Bonds, use a portion of the tax-exempt Limited Ad Valorem Bonds to reimburse the City for funds advanced by it, for Original Expenditures incurred and to be incurred with respect to the first tranche Infrastructure Projects and Affordable Housing Projects ("Intent to Reimburse Resolution"), attached and incorporated as Exhibit "D;" and WHEREAS, findings and determinations required by Chapter 75, Florida Statutes, for Bond Validation for the Series Resolution for the Series 2019B Affordable Housing and Economic Development Programs Bonds are included herein and it is in the best interests of the City at this time for the City Commission (1) to delegate to and to authorize and direct the City Manager to include and incorporate the Florida International University Affordable Housing Study) ("FIU Affordable Housing Study") commissioned by the City into the additional findings and determinations for Bond Validation required to be undertaken, made, and declared by the City Manager; (2) to authorize and direct the City Manager upon the future completion of Series 2019B Affordable Housing and Economic Development Programs Bonds Validation to direct the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor") to issue a Request for Proposals to banking and financial institutions and to receive proposals to be evaluated by the Financial Advisor, the Chief Financial Officer ("CFO"), the Finance Director, the Budget Director, and the Finance Committee for responses consistent with the City's needs; (3) to delegate authority to and to authorize and direct the City Manager, after recommendation from the Financial Advisor, the CFO, the Finance Director, the Budget Director, and the Finance Committee, to determine the method of sale for such Series 2019B Affordable Housing and Economic Development Programs Bonds; and (4) to delegate authority to and to authorize and direct the City Manager to make the findings, determinations, and declarations required by Section 218.385, Florida Statutes, as amended, regarding the method of sale for the issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds; and WHEREAS, in connection with the Bond Validation, it is in the best interest of the City to issue the Series 2019B Affordable Housing and Economic Development Programs Bonds in a City of Miami Page 4 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 taxable form in the total aggregate principle amount of not exceeding Fifteen Million Dollars and No Cents ($15,000,000) ("Taxable Affordable Housing and Economic Development Programs Bonds"); and WHEREAS, the City seeks to determine its authority to incur bonded debt or issue certificates of debt and the legality of all proceedings through validation in connection therewith pursuant to Chapter 75, Florida Statutes; NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Series Resolution for the Series 2019B Affordable Housing and Economic Development Programs Bonds. A. Authority. This Series Resolution for the Series 2019B Affordable Housing and Economic Development Programs Bonds is adopted pursuant to the Florida Constitution; Chapters 163 and 166, Florida Statutes, as amended; Part Vll of Chapter 159, Florida Statutes, as amended; the City Charter; the City Code; applicable City Resolutions; and other applicable provisions of law (collectively, "Act"). B. Definitions. All capitalized undefined terms shall have the meaning as set forth in this Series Resolution for the Series 2019B Affordable Housing and Economic Development Programs Bonds. 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 Squire, Patton, Boggs (US) LLP, or any other attorney at law or firm of attorneys nationally recognized 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 Holders" means the purchasers of the Series 2019B Affordable Housing and Economic Development Programs Bonds pursuant to the Bond Purchase Agreement. "Bond Purchase Agreement" means, if the Series 2019B Affordable Housing and Economic Development Programs Bonds are sold in a public offering, the bond purchase agreement between the City and the Underwriters for such public offering as determined by the City Manager in accordance with this Series Resolution. "Bond Registrar" means, as determined by the City Manager, either (1) the Finance Director of the City in a sale by private placement to sophisticated investors of the Series 2019B Affordable Housing and Economic Development Programs Bonds or (2) in a public offering of such bonds, such financial institution recognized in the United States of America for the performance of paying agent and registrar fiduciary services for the payment of principal and interest on and other provisions of obligations issued by states and political subdivisions. "Financial Advisor" means Public Financial Management, Inc. "Interest Rate" means not to exceed five percent (5.0%) per annum. "Loan Agreement" means the loan agreement to be entered into between the City and the selected Proposer in accordance with the terms of this Series Resolution and the Proposal City of Miami Page 5 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 in a sale by private placement to sophisticated investors for the Series 2019B Affordable Housing and Economic Development Programs Bonds. "Maturity Date" means no later than December 31, 2046. "Payment(s)" means all amounts payable by the City of principal, interest, and prepayment penalty, if any, on the Series 2019B Affordable Housing and Economic Development Programs Bonds and all other amounts payable by the City pursuant to the Loan Agreement or the Bond Purchase Agreement. "Payment Dates" and "Payment Frequency" mean that principal and interest payments shall be made as set forth in the Loan Agreement. "Paying Agent" means, as determined by the City Manager, either (1) the Finance Director of the City in a sale by private placement to sophisticated investors of the Series 2019B Affordable Housing and Economic Development Programs Bonds or (2) in a public offering of such bonds, such financial institution recognized in the United States of America for the performance of paying agent and registrar fiduciary services for the payment of principal and interest on and other provisions of obligations issued by states and political subdivisions. "Purchaser" means any private placement purchaser and holder of the Series 2019B Affordable Housing and Economic Development Programs Bonds. "Pledged Funds" means, collectively, the amounts on deposit in the Series 2019B Affordable Housing and Economic Development Programs Bonds Fund and any other funds and accounts created pursuant to (1) the Loan Agreement or (2) the Bond Purchase Agreement and therein pledged to secure the Series 2019B Affordable Housing and Economic Development Programs Bonds (with the exception of the Rebate Fund) including Pledged Revenues. "Pledged Revenues" means (1) legally available Limited Ad Valorem Tax Revenues deposited into the Series 2019B Affordable Housing and Economic Development Programs Bonds Fund established by the Master Resolution and this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase Agreement, and (2) to the extent necessary any funds deposited into the Series 2019B Affordable Housing and Economic Development Programs Bonds Fund by the City pursuant to a covenant to budget and appropriate established by this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase Agreement, and 3) income received from the investment of moneys deposited into the funds and accounts established by this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase Agreement. "Proposal" means the proposal for a private placement sale of the Series 2019B Affordable Housing and Economic Development Programs Bonds from the Purchaser to the City. "Series Resolution(s)" means this Resolution No. 19-0111, adopted by the City Commission of the City of Miami, Florida on March 14, 2019, as amended and supplemented from time to time. "Series 2019B Affordable Housing and Economic Development Programs Bonds" means the total amount not to exceed Fifteen Million Dollars ($15,000,000.00) City of Miami, Florida Limited Ad Valorem Tax Series 2019B (Miami Forever Capital Programs Affordable City of Miami Page 6 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 Housing and Economic Development Programs Bonds), authorized pursuant to this Series Resolution, comprised of such bonds in a taxable form in the total aggregate principle amount of not exceeding Fifteen Million Dollars and No Cents ($15,000,000.00) ("Taxable Affordable Housing and Economic Development Programs Bonds"). "Taxable Interest Rate" means a rate not to exceed Five percent (5%) per annum should the Series 2019B Affordable Housing and Economic Development Programs Bonds which are issued as Tax -Exempt Affordable Housing and Economic Development Programs Bonds become taxable and such taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Series 2019B Affordable Housing and Economic Development Programs Bonds which are issued as Tax -Exempt Affordable Housing and Economic Development Programs Bonds. Section 2. Recitals, Determinations, and Findings. The recitals, determinations, and findings contained in the Preamble of this Resolution for the Master Resolution and this Series Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. Findings regarding the Affordable Housing and Economic Development Programs for Bond Validation: a) The City (1) is a municipal corporation of the State, (2) is wholly located within the County, a political subdivision of the State, (3) was duly incorporated in 1896, and (4) is operating under the Florida Constitution, the laws of the State, and the City Charter, and the City Code. b) Pursuant to Section 12, Article VII, of the Florida Constitution, the City may issue bonds, certificates of indebtedness or any form of tax anticipation certificates, payable from ad valorem taxation and maturing more than twelve (12) months after issuance to finance or refinance capital projects authorized by law and only when approved by vote of the electors. c) The City, pursuant to the Referendum Authorization Resolution, submitted to the qualified electors of the City for their approval or disapproval the proposed issuance of an aggregate principal amount not exceeding four hundred million dollars ($400,000,000.00) of the City's general obligation bonds ("Bonds") in one or more separate series for capital projects and improvements to reduce flooding risks and improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure, and to enhance public safety, with interest payable at rates not exceeding the maximum allowed by law and providing for the levy and collection of ad valorem taxes to pay such Bonds provided that the debt millage not exceed the rate of 0.5935 mills. d) Pursuant to Section 100.342, Florida Statutes, the City published notice of the election or referendum by publication in The Miami Herald, a newspaper of general circulation in Miami -Dade County and the City, in English on October 1, 2017 and October 15, 2017; in Spanish on October 5, 2017 and October 15, 2017; and in Creole on October 8, 2017 and October 15, 2017. e) On November 7, 2017, the registered voters of the City approved, by referendum ballot, for the City to issue General Obligation Bonds in an aggregate principal City of Miami Page 7 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 amount not to exceed Four Hundred Million Dollars ($400,000,000.00) with interest payable at or below the maximum rate allowed by law, payable from ad valorem taxes levied on all taxable property in the City, provided that the capital projects' debt millage not exceed the current rate of 0.5935, for capital projects to reduce flooding risks; improve stormwater infrastructure; enhance public safety; and improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure. f) The City, pursuant to the Referendum Certification Resolution, officially acknowledged the City Clerk's Certification of the Canvass and Declaration of Results of the City of Miami General Municipal and Referendum Special Elections held on November 7, 2017 ("Bond Referendum"). g) The findings, determinations, and declarations made by the City Commission in the Referendum Authorization Resolution are adopted by reference and incorporated as if fully set forth in this subsection. h) The City adopted Ordinance No. 13789 on September 27, 2018, in compliance with the requirements of Section 200.065, Florida Statutes, levying an ad valorem tax on all real and personal property in the City at a final total rate of 8.0300 mills on the dollar of the taxable value of such property for the Fiscal Year commencing October 1, 2018 and ending September 30, 2019 computed as follows for the purposes of: 1) 7.5865 mills to fund the General Operating Budget; and 2) 0.4435 mills to provide for the payment of maturing principal and interest, and charges and requirements related thereto, of voter approved indebtedness. i) The City adopted Ordinance No. 13790 on September 27, 2018, in compliance with the requirements of Section 200.065, Florida Statutes, adopting a final budget and making appropriations relating to operational and budgetary requirements for the fiscal year beginning October 1, 2018 and ending September 30, 2019. j) The City adopted Resolution No. R-18-0396 on September 13, 3018, in compliance with the requirements of Sections 163.3161 and 163.3177, Florida Statutes, and Chapter 18/Article IX/Division 1 and 2 of the City Code, approving the City's Fiscal Year 2018-19 Multi -Year Capital Plan and setting forth the City's fiscal needs for capital improvements, subject to an annual plan review, to determine project priorities, to add new capital projects, and to modify funding allocations as necessary ("Capital Plan"). The Capital Plan was subsequently amended on September 27, 2018 pursuant to Ordinance No. 13790 and on December 13, 2018 pursuant to Resolution No. R-18-0545. k) The City has the authority (1) pursuant to Section 12, Article VII of the Florida Constitution to issue bonds, certificates of indebtedness or any form of tax anticipation certificates, payable from ad valorem taxation and maturing more than twelve (12) months after issuance to finance or refinance capital projects authorized by law and only when approved by vote of the electors, and (2) Section 166.111, Florida Statutes, to borrow money, contract loans, and issue bonds from time to time to finance the undertaking of any capital or other project City of Miami Page 8 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 for the purposes permitted by the Florida Constitution, and to pledge the funds, credit, property, and taxing power of the municipality for the payment of such debts and bonds. I) The City has developed a Bond Implementation Strategy to orchestrate a deliberate and objective project selection process, by expertly assessing city wide requirements and citizen input, and optimize all available resources to create a stronger, more innovative and resilient future for the City. m) The City has developed the following themes to help guide the selection of projects to be funded by the Bonds: 1) Safety: Enhance public safety by prioritizing investments that mitigate the frequency and severity of dangerous events, improving the City's response to emergencies; resulting in minimized impact to the residents. 2) Wellness/Quality of Life: Preserve and enhance Miami's reputation as a desirable place to live, work and play. 3) Equity: Fairly distribute all benefits across city and income levels, maintaining the cohesiveness of the City's social fabric and diversity. 4) Economic Return: Consider costs and benefits, including the cost of operations and maintenance over time. Mitigate risks that affect property value and avert crises that affect the economic vitality of the City. 5) Modernization/Future City: Tap into new technologies and innovation to transform Miami in a smart city on the cutting edge of development and resilience. n) The City adopted Ordinance No. 13752 on March 22, 2018, to establish the Miami Forever Bond Program Citizen's Oversight Board to ensure that the Bonds issued pursuant to authorization of the Bond Referendum has transparent and accountable internal project management and progress reporting and appropriate Citizen oversight to complement the standard oversight provided by the City Commission. The findings, determinations, declarations, and provisions of Ordinance No. 13752 are incorporated as if fully set forth herein by this reference. o) The City, in the Intent to Reimburse Resolution, expressed its intent to issue taxable and tax-exempt Limited Ad Valorem Bonds in the expected not to exceed total maximum principal amount of Fifty Eight Million Six Hundred Fifty Three Thousand Three Hundred Thirty Nine Dollars ($58,653,339.00) for the purpose of financing all or part of the costs of the first tranche Infrastructure Projects and Affordable Housing and Economic Development Projects ("First Tranche"). The City intends to issue for the taxable and tax-exempt Limited Ad Valorem Bonds for the first tranche Affordable Housing and Economic Development Projects in the expected not to exceed total maximum principal amount of Fifteen Million Dollars ($15,000,000.00). p) The City intends to issue additional taxable and tax-exempt Bonds in one or more separate future tranches for the purpose of financing all or part of the costs of Infrastructure Projects and Affordable Housing and Economic Development projects ("Future Tranches"). The Future Tranches in the expected not exceed City of Miami Page 9 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 q) total maximum principal amount of Three Hundred Forty -One Million, Three Hundred Forty -Six Thousand, Six Hundred Sixty -One Dollars ($341,346,661.00). The First Tranche and Future Tranches collectively shall not exceed an aggregate principal amount Four Hundred Million Dollars ($400,000,000.00). The City intends to finance affordable housing projects to create and preserve affordable housing units, as well as increase employment opportunities through job training and assisting local existing and new businesses. The objectives of the City are to improve the availability of affordable housing units across diverse income levels, leverage alternative funding sources or partnerships, and gaining district support for potential projects received through a request for proposals ("RFP"). Affordable housing projects identified and approved in the First Tranche and Future Tranches shall not exceed a total maximum principal amount of One Hundred Million Dollars ($100,000,000.00). r) The City has identified the following six (6) affordable housing and economic development program types of projects (collectively, the "Affordable Housing Programs") in its Intent to Reimburse Resolution, the findings, determinations, declarations, provisions, and attachments of which are incorporated as if fully set forth herein by this reference: 1) Affordable Workforce New Rental Strategy; 2) Homeownership Preservation Strategy; 3) City Acquisition of Land; 4) Affordable Homeownership Strategy; 5) Affordable Rental Housing Preservation Strategy; and 6) Affordable New Construction Rental Strategy. s) The Affordable Workforce New Rental Strategy will provide construction and permanent financing to assist, in part, with the development of affordable multifamily rental projects containing units affordable to Workforce development income levels for individuals and families (up to one hundred forty percent [140%] of area median income ["AMI"]). t) The Homeownership Preservation Strategy will provide rehabilitation assistance to City homeowners, with repairs necessary in bringing the home to decent, safe and sanitary conditions, as well as to include material and methods that harden the property to better withstand natural weather occurrences as well as to maximize the energy efficiencies of the home. The program will assist Extremely Low Income, Very Low Income, Low Income level individuals and families and Workforce income levels. u) The City Acquisition of Land program will provide funding for the City to acquire buildable vacant parcels of land suitable for the development of mixed use/mixed income affordable rental or homeownership developments/units to be built by the City or by organizations that have been procured though a competitive RFP process. v) The Affordable Homeownership Strategy will provide construction and permanent financing to assist, in part, with the development of affordable single family units, townhomes, twin homes, and condominium units to be sold to eligible individuals or families with incomes not to exceed one hundred forty percent (140%) AMI. City of Miami Page 10 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 w) The Affordable Rental Housing Preservation Strategy will provide construction and permanent financing to assist, in part, with the rehabilitation/preservation of existing affordable multifamily rental projects. City assisted units will be required to provide twenty percent (20%) of the assisted units to Extremely Low Income (30% AMI) and eighty percent (80%) of the assisted units for low income (80% AMI). All unassisted units shall not be restricted. x) The Affordable New Construction Rental Strategy will provide construction and permanent financing to assist, in part, with the development of affordable multifamily rental projects containing units affordable to Extremely Low Income, Very Low Income, Low Income, and Workforce development income level individuals and families. Y) Within the City's Affordable Housing and Economic Development Programs are the various single-family programs, which include, but not limited to, Single Family Rehabilitation Program, Single Family Replacement Program, First time Homebuyer Program, Emergency Loan Program, and Foreclosure Prevention Program (collectively, "Single Family Programs"). z) The objectives of the Single Family Programs are to provide decent housing, a suitable living environment, and the expansion of economic opportunities for the neediest persons in our community. aa) The City has established and implemented clear and detailed Standard Operating Procedures ("SOP") for all of the City's Single Family Programs, attached and incorporated herein as Exhibit E, and which may be amended and updated from time to time. The policies enumerated in the Single Family Programs SOP originate from and reflect applicable United States ("U.S.") and Federal Statutes and regulations, federal funding sources, industry practices that ensure prudent and efficient use of limited government resources for the benefit of the City's residents, City Ordinances and Resolutions, various departmental rules, and various applicable laws, rules, and regulations. The City updates the Single Family Programs SOP from time to time when any or all applicable laws, rules, and regulations are amended to ensure the City's compliance and to ensure the greatest benefit to the City's residents. bb) Within the City's Affordable Housing and Economic Development Programs are the various multi -family new construction and/or preservation programs, which include, but not limited to, Home Ownership (New Home) Program, Multi -Family Housing Development Program, Housing Program Management Support Program, and Rehabilitation Programs for Homes (collectively, "Multi -Family Programs"). cc) The objectives of the Multi -Family Programs are to provide decent affordable housing to lower -income households, expand the capacity of non -profits housing providers, and leverage private -sector participation. dd) The City has established and implemented clear and detailed SOPs for all of the City's Multi -Family Programs, attached and incorporated herein as Exhibit F, and which may be amended and updated from time to time. The policies enumerated in the Multi -Family Programs SOP originate from and reflect applicable U.S. and City of Miami Page 11 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 Federal Statutes and regulations, federal funding sources, industry practices that ensure prudent and efficient use of limited government resources for the benefit of the City's residents, City Ordinances and Resolutions, various departmental rules, and various applicable laws, rules, and regulations. The City updates the Multi -Family Programs SOP from time to time when any or all applicable laws, rules, and regulations are amended to ensure the City's compliance and to ensure the greatest benefit to the City's residents. ee) In addition to the Single Family Programs and Multi -Family Programs SOPs, the City has also developed necessary agreements, documents, or instruments, attached and incorporated herein as Exhibit G, which may be amended and updated from time to time, and shall be duly authorized, executed, recorded, and/or delivered prior to the time any proceeds are expended pursuant to and consistent with any or all of the Affordable Housing and Economic Development Programs and to ensure the greatest benefit to the City's residents. ff) The City, in accordance with 24 CFR Part 91, submitted to the U.S. Department of Housing and Urban Development a Five -Year Consolidated Plan, attached and incorporated herein as Exhibit H. Pursuant to the aforementioned regulations, the City is currently in the process of updating its Five -Year Consolidated Plan, which shall be accepted, adopted, and incorporated as fully set herein upon its completion. The Five -Year Consolidated Plan provides an assessment of the housing and community development needs in the City of Miami; a strategic plan for addressing these needs; and a specific one-year Action Plan for the use of the U.S. Department of Housing and Urban Development formula grants funds. The Affordable Housing and Economic Development Programs are all priorities in, addressed by, and are in accordance with the City's Five -Year Consolidated Plan. The Affordable Housing and Economic Development Programs are all priorities in, addressed by, and are and shall be in accordance with the City's current and future Annual Action Plans, attached and incorporated herein as Exhibit I. gg) The information in the City's Neighborhood Development Zones, attached as Composite Exhibit J, are adopted by reference and incorporated as if fully set forth in this subsection. hh) The goals, outcomes, and information in the City's Consolidated Annual Performance & Evaluation Report for Fiscal Years 2016-2017 and 2017-2018, attached as Composite Exhibit K, are adopted by reference and incorporated as if fully set forth in this subsection. ii) The information, data, and analysis in the City's Analysis of Impediments to Fair Housing Choice for the time period of October 1, 2015 through September 30, 2020, attached as Exhibit L, are adopted by reference and incorporated as if fully set forth in this subsection. ii) The Housing and Commercial Loan Committee ("HCLC"), as codified in Chapter 2, Article XI, Division 19 of the City Code was created and established to, inter alia, approve or disapprove housing and commercial loans and grants to be provided by the City through any funds administered by the City's Department of Community and Economic Development, to provide oversight and ongoing recommendations on affordable housing issues, and perform such other duties City of Miami Page 12 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 and responsibilities relative to affordable housing and small business development as may be set forth herein or incident thereto. Various Affordable Housing and Economic Development Programs will be subject to review and approval or disapproval of the HCLC. The findings, determinations, declarations, and provisions of Chapter 2, Article XI, Division 19 of the City Code, as amended, are incorporated as if fully set forth herein by this reference. kk) The City has identified the First Tranche Affordable Housing and Economic Development Projects, attached and incorporated herein as Exhibit C-2, all of which have been approved by the City Commission and are types of programs presented to the Miami Forever Bond Program Citizen's Oversight Board. II) All of the First Tranche Affordable Housing and Economic Development Projects to be financed by the Bonds are included in the City's Capital Plan. mm) The First Tranche Affordable Housing and Economic Development Projects seek to develop and invest in affordable housing solutions through construction and permanent financing, home ownership preservation, and home rehabilitation as more specifically set forth in the Affordable Housing and Economic Development Programs. nn) The City will have duly authorized, executed, recorded, and/or deliver all required Grant Agreements, Joint Participation Agreements, Interlocal Agreements, Loan Agreements, Development Agreements, Covenants, Deed Restrictions, Easements, and/or other necessary agreements, documents, or instruments at the time that any proceeds of the Bonds are expended on the projects. The City will also have all contractual and regulatory compliance monitoring programs, systems, and personnel in place at the time that any of the proceeds of the Bonds are expended on the projects. oo) The Future Tranches for affordable housing will also be projects within the Affordable Housing and Economic Development Programs and will comply within all of the recitals, finding, determinations, and requirements identified in this Resolution and the Bond Validation. pp)The City has and will continue to host workshops and solicit community input through its officials, officers, departments, agencies, boards, and committees. qq)The City previously has commissioned the FIU Affordable Housing Study and the City Commission hereby delegates to, authorizes', and directs the City Manager to make all necessary undertakings, findings, determinations, and declarations for the FIU Affordable Housing Study to become a part of the required information for the Bond Validation. rr) The City has a long history with the effects of hurricanes and heavy rainfall. Hurricanes can cause catastrophic damage to coastlines and several hundred miles inland. Hurricanes and tropical storms can also spawn tornadoes, create damaging storm surge inundation along the coast, and cause extensive flood damage along the coast and inland from heavy rainfall. Climate change is negatively impacting the severity of those hurricanes in terms of the severity of wind, precipitation and storm surge. Homes built prior to 1994 are more vulnerable to these effects. Hardening measures that bring homes into City of Miami Page 13 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 compliance with 2002 Florida Building Code are more resistant and resilient to the effects of hurricanes and heavy rainfall. These hardening measures result in mitigated losses allow for a more rapid recovery from these events; reduce costs to federal, state and local public agencies; and mitigated roofs, hurricane windows, and doors can save insurance costs by fifty percent (50%) to eighty-six percent (86%) ss) The City hereby accepts the information, data, and analysis in the 2018 Asset Limited, Income Constrained, Employed ("ALICE") Reports developed by the United Way, attached and incorporated herein as Exhibit M. The City Commission hereby delegates to, authorizes,1 and directs the City Manager, or his/her designee, to make all necessary undertakings, findings, determinations, and declarations in future ALICE Reports or other relevant studies from the United Way and its officials, officers, and agents, to become a part of the required information for the Bond Validation. tt) The City hereby accepts the information, data, and analysis in the Miami Housing Solutions Lab created by the University of Miami's Office of Civic and Community Engagement. The City Commission hereby delegates to, authorizes,1 and directs the City Manager, or his/her designee, to make all necessary undertakings, findings, determinations, and declarations in future reports, materials, or other relevant studies from the University of Miami and its officials, officers, and agents, to become a part of the required information for the Bond Validation. uu)The City Commission accepts and incorporates herein any additional information, data, analysis, reports, studies, resolutions, findings, and determinations made by the City's Department of Housing and Community Development and hereby delegates to, authorizes,1 and directs the City Manager, or his/her designee, to make all necessary undertakings, findings, determinations, and declarations in future. vv) The City Manager, or his/her designee, is further authorized' to accept and incorporate any additional findings and/or determinations, in a form acceptable to the City Attorney and Bond Counsel, relating to the City's Affordable Housing and Economic Development Programs to become a part of the required information for the Bond Validation. B. Findings, Determinations, and Declarations Regarding Negotiated Sale: In accordance with Section 218.385, Florida Statutes, the City Commission hereby delegates to and authorizes' and directs the City Manager to make all necessary findings, determinations and declarations finds, based upon the advice of its Financial Advisor for the Series 2019B Affordable Housing and Economic Development Programs Bonds, necessary for Bond Validation and issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds, being both the Tax -Exempt Affordable Housing and Economic Development Programs Bonds and the Taxable Affordable Housing and Economic Development Programs Bonds. 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 14 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 Section 3. This Series Resolution to Constitute Contract. In consideration of the acceptance of the Series 2019B Affordable Housing and Economic Development Programs Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Series Resolution and (a) the Loan Agreement, or (b) the Bond Purchase Agreement, shall be deemed to be and shall constitute a contract between the City and (a) the Purchaser, or (b) the Bond Holders. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of (a) the Purchaser or (b) the Bond Holders, and the Series 2019B Affordable Housing and Economic Development Programs Bonds, except as expressly provided herein and in (a) the Loan Agreement, or (b) the Bond Purchase Agreement. Section 4. Authorization of the Loan Agreement, the Bond Purchase Agreement, the Series 2019B Affordable Housing and Economic Development Programs Bonds, the Paying Agent and Registrar Agreement, the Continuing Disclosure Agreement, Other Disclosure Statements, and All Other Necessary Documents, Agreements, Certificates, and Instruments. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Series 2019B Affordable Housing and Economic Development Programs Bonds, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel if a public offering, and the Financial Advisor, is authorized' to negotiate, to execute and to deliver (a) a Loan Agreement with the Purchaser, or (b) a Bond Purchase Agreement with the Underwriter, (ii) the obligation(s) of the City to be known as the "Limited Ad Valorem Tax Series 2019B Affordable Housing and Economic Development Programs Bonds" is/are authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Fifteen Million Dollars and No Cents ($15,000,000.00), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel if a public offering, and the Financial Advisor, is authorized' to negotiate, to execute, and to deliver the Paying Agent and Registrar Agreement, the Tax Compliance Certificate, the Continuing Disclosure Agreement, other Disclosure Statements, and all other necessary documents, agreements, certificates, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is further authorized' to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Bond Purchase Agreement, the Series 2019B Affordable Housing and Economic Development Programs Bonds, the Paying Agent and Registrar Agreement, the Tax Compliance Certificate, the Continuing Disclosure Agreement, other Disclosure Statements, and any and all other agreements, documents, certificates, 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 Bond Purchase Agreement, the Series 2019B Affordable Housing and Economic Development Programs Bonds, the Paying Agent and Registrar Agreement, the Tax Compliance Certificate, the Continuing Disclosure Agreement, and other Disclosure Statements. The provisions of such agreements, documents, certificates, and instruments, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Series Resolution. Section 5. Description of the Series 2019B Affordable Housing and Economic Development Programs Bonds. The Series 2019B Affordable Housing and Economic Development Programs Bonds shall be issued as either (a) one fully registered Series 2019A Infrastructure Bond, or (b) fully registered bonds in the denomination of one hundred thousand dollars ($100,000.00) and any integrals of five thousand dollars ($5,000.00) in excess of one hundred thousand dollars ($100,000.00), in either case in the total principal amount not to exceed Fifteen Million Dollars and No Cents ($15,000,000.00), shall be dated as of the date of delivery to the Purchaser/ Bond Holders thereof and shall mature on the Maturity Date(s). The City of Miami Page 15 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 Series 2019B Affordable Housing and Economic Development Programs Bonds shall be payable to the Purchaser/Bond Holders, and shall bear interest at the Interest Rate(s) per maturity, calculated on the basis of a 30/360 day year. Interest will be paid as set forth in the Loan Agreement or Bond Purchase Agreement. The Maturity Date shall be December 31, 2046; provided, however, that the Series 2019B Affordable Housing and Economic Development Programs Bonds and the Loan Agreement/Bond Purchase Agreement shall also provide for prepayments. Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the Series 2019B Affordable Housing and Economic Development Programs Bonds shall bear interest at the Taxable Interest Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the Series 2019B Affordable Housing and Economic Development Programs Bonds to the contrary notwithstanding, in no event shall the interest rate borne by the Series 2019B Affordable Housing and Economic Development Programs Bonds exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds, the City shall receive an amount equal to the par amount of the Series 2019B Affordable Housing and Economic Development Programs Bonds from the Purchaser or the Underwriter as the purchase price of the Series 2019B Affordable Housing and Economic Development Programs Bonds. The Series 2019B Affordable Housing and Economic Development Programs Bonds 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 principal and interest on the Series 2019B Affordable Housing and Economic Development Programs Bonds shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Series 2019B Affordable Housing and Economic Development Programs Bonds. The Series 2019B Affordable Housing and Economic Development Programs Bonds may be exchanged at the office of the Series 2019B Affordable Housing and Economic Development Programs Bonds Registrar for a like aggregate principal amount of Series 2019B Affordable Housing and Economic Development Programs Bonds of the same series and maturity. Notwithstanding the foregoing or any provision of this Series Resolution to the contrary, the Series 2019B Affordable Housing and Economic Development Programs Bonds shall not be transferred unless the new purchaser/bond holder has executed a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser or Bond Holders of the Series 2019B Affordable Housing and Economic Development Programs Bonds. Section 6. Execution of Series 2019B Affordable Housing and Economic Development Programs Bonds. The Series 2019B Affordable Housing and Economic Development Programs Bonds 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 Series 2019B Affordable Housing and Economic Development Programs Bonds and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Series 2019B Affordable Housing and Economic Development Programs Bonds, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Series 2019B Affordable Housing and Economic Development Programs Bonds, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Series 2019B Affordable Housing and Economic Development Programs Bonds may be by facsimile. If any officer whose signature appears on the Series 2019B Affordable Housing and Economic Development Programs Bonds ceases to hold office before City of Miami Page 16 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 the delivery of the Series 2019B Affordable Housing and Economic Development Programs Bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2019B Affordable Housing and Economic Development Programs Bonds may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Series 2019B Affordable Housing and Economic Development Programs Bonds shall be the proper designated officers to sign such Series 2019B Affordable Housing and Economic Development Programs Bonds, although at the date of such Series 2019B Affordable Housing and Economic Development Programs Bonds or the date of delivery thereof such persons may not have been such officers. Any Series 2019B Affordable Housing and Economic Development Programs Bonds delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner(s) of any Series 2019B Affordable Housing and Economic Development Programs Bonds so authenticated shall be entitled to the benefits of this Series Resolution. Section 7. Series 2019B Affordable Housing and Economic Development Programs Bonds Mutilated, Destroyed, Stolen or Lost. If the Series 2019B Affordable Housing and Economic Development Programs Bonds is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement of such Series 2019B Affordable Housing and Economic Development Programs Bonds, or (ii) pay such Series 2019A Infrastructure Bond(s) that has/have matured or is about to mature or has been called for redemption. A mutilated Series 2019B Affordable Housing and Economic Development Programs Bonds shall be surrendered to and cancelled by the Bond Registrar. The holder of the Series 2019B Affordable Housing and Economic Development Programs Bonds must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Series 2019B Affordable Housing and Economic Development Programs Bonds; 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 Series 2019B Affordable Housing and Economic Development Programs Bond(s) shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2019B Affordable Housing and Economic Development Programs Bonds be at any time found by anyone, and such duplicate Series 2019B Affordable Housing and Economic Development Programs Bonds 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 Series 2019B Affordable Housing and Economic Development Programs Bonds so mutilated, destroyed, stolen or lost. Section 8. Form of Series 2019B Affordable Housing and Economic Development Programs Bonds. The Series 2019B Affordable Housing and Economic Development Programs Bonds shall be in substantially the form attached as Exhibit N to (a) the Loan Agreement, or (b) the Bond Purchase Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Series Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 9. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants that it will, in each year any Payments are due, budget and appropriate (a) sufficient legally available Limited Ad Valorem Taxes as set forth in the Referendum Authorizing Resolution, the Master Resolution, and in accordance with the Bond Referendum, and if necessary (b) such legally available Non -Ad Valorem Revenues to make such Payments as they become due. City of Miami Page 17 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Purchaser or Bond Holders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other Series 2019B Affordable Housing and Economic Development Programs Bonds and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. The City represents that the issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds serves essential public purposes by financing the Infrastructure Project of the City in accordance with the Bond Referendum. Section 10. Tax Covenants for Tax -Exempt Affordable Housing and Economic Development Programs Bonds. No use will be made of the proceeds of the Series 2019B Affordable Housing and Economic Development Programs Bonds which are issued as Tax - Exempt Affordable Housing and Economic Development Programs Bonds which, if such use were reasonably expected on the date of issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds, would cause the same to be "arbitrage Series 2019B Affordable Housing and Economic Development Programs Bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "IRS Code"). The City at all times while the Series 2019B Affordable Housing and Economic Development Programs Bonds and the interest thereon are outstanding will comply with the requirements of the IRS Code, including any amendments thereto and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the exclusion of the interest on the Series 2019B Affordable Housing and Economic Development Programs Bonds from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. Section 11. Credit Enhancement(s) and Reserve Funds. The City Commission hereby authorizes' and directs the City Manager, in consultation with the Financial Advisor, the Chief Financial Officer, the Finance Director, the Budget Director, the City Attorney, and Bond Counsel, to determine in the (a) Loan Agreement or (b) Bond Purchase Agreement whether the City shall use Credit Enhancement(s), if any, and whether the City will establish any Reserve Fund(s), if any, for the Series 2019B Affordable Housing and Economic Development Programs Bonds. The City Manager is authorized' to negotiate, execute, and deliver, in a form acceptable to the City Attorney and Bond Counsel, all Credit Enhancement Agreements, if any, in City of Miami Page 18 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 connection with the issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds. Section 12. Security; Series 2019B Affordable Housing and Economic Development Programs Bonds Not General Indebtedness. The Series 2019B Affordable Housing and Economic Development Programs Bonds shall not be deemed to constitute general obligations 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 by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. Except to the limited extent provided in the Referendum Authorizing Resolution, the Master Resolution, and the Bond Referendum, no holder of the Series 2019B Affordable Housing and Economic Development Programs Bonds 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 Series 2019B Affordable Housing and Economic Development Programs Bonds or the interest thereon, nor shall any holder of the Series 2019B Affordable Housing and Economic Development Programs Bonds 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 Series 2019B Affordable Housing and Economic Development Programs Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any real property 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 Series 2019B Affordable Housing and Economic Development Programs Bonds shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 13. Amendments and Supplements to this Resolution. This Series Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Series 2019B Affordable Housing and Economic Development Programs Bonds or as necessary in connection with the purposes for which the Series 2019B Affordable Housing and Economic Development Programs Bonds are being issued. Section 14. Severability If any one or more of the covenants, agreements or provisions of this Series 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 Series Resolution or of the Series 2019B Affordable Housing and Economic Development Programs Bonds issued hereunder. Section 15. 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, City of Miami Page 19 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025 File ID: 5385 Enactment Number: R-19-0111 and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Deputy City Manager, Chief Financial Officer, Risk Management Director, Finance Director, Budget Director, nor any other official executing the Series 2019B Affordable Housing and Economic Development Programs Bonds shall be liable personally on the Series 2019B Affordable Housing and Economic Development Programs Bonds or this Series Resolution, nor shall they 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. Section 16. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 17. 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 Series 2019B Affordable Housing and Economic Development Programs Bonds, the Master Resolution, and Tax Compliance Certificate for continuing compliance are hereby ratified, approved and confirmed. Section 18. Bond Validation Authority. The City Commission hereby authorizes' and directs the City Attorney to take any and all actions necessary, under the Constitution and laws of the State of Florida, including but not limited to, Chapter 75 of Florida Statutes, relating to the validation in an aggregate principal amount not exceeding four hundred million dollars ($400,000,000.00) of the City's Bonds in one or more separate series for capital projects and improvements to reduce flooding risks and improve stormwater infrastructure, to improve affordable housing, economic development, parks, cultural facilities, streets, and infrastructure, and to enhance public safety, with interest payable at rates not exceeding the maximum allowed by law and providing for the levy and collection of ad valorem taxes to pay such Bonds provided that the debt millage not exceed the rate of 0.5935 mills. This authorization for Bond Validation includes the Series 2019B Affordable Housing and Economic Development Programs Bonds, whether tax-exempt or taxable. Section 19. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ndez, ity Attor ey 3/28/2019 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 20 of 20 File ID: 5385 (Revision: A) Printed on: 4/17/2025