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City of Miami
Legislation
Resolution: R-19-0123
City Hail
3500 Part American Drive
Miami, FL 33133
www.miamigov.com
File Number: 5496
Final Action Date: 3/28/2019
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING
FOR THE ISSUANCE OF NOT TO EXCEED NINETY MILLION DOLLARS ($90,000,000.00)
IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") SPECIAL
OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLINS STADIUM
PARKING FACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE THEREOF;
APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM
CAPITAL ONE PUBLIC FUNDING, LLC ("LENDER") AND PROVIDING FOR THE DIRECT
LOAN FROM 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, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL,
OF A LOAN AGREEMENT, THE NOTE, A FORWARD COMMITMENT, 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, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN
CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY
ATTORNEY, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRAR, NOTE
REGISTRAR, ESCROW AGENT, PAYING AGENT, AND ALL OTHER NECESSARY CITY
OFFICIALS TO UNDERTAKE ALL NECESSARY STEPS AND TO NEGOTIATE, EXECUTE,
AND DELIVER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND
COUNSEL, ANY AND ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES,
DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF
EIGHTY-FOUR MILLION FIVE HUNDRED FORTY THOUSAND DOLLARS ($84,540,000.00)
OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF TAX-EXEMPT SPECIAL
OBLIGATION PARKING REVENUE BONDS, SERIES 2010A (MARLINS STADIUM
PROJECT) ("SERIES 2010A 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.
WHEREAS, the City of Miami ("City") has currently outstanding Eighty -Four Million Five
Hundred Forty Thousand Dollars ($84,540,000.00) of Term Bonds maturing on July 1, 2030,
July 1, 2035, and July 1, 2039 of its previously issued Tax -Exempt Special Obligation Parking
Revenue Bonds, Series 2010A, issued July 29, 2010 ("Series 2010A Bonds"); and
WHEREAS, in order to obtain interest savings in an estimated amount of Ten Million
Four Hundred Thousand Dollars ($10,400,000.00) (net present value), it is in the best interests
of the City to issue in a total aggregate principal amount not to exceed Ninety Million Dollars
($90,000,000.00) of a Special Obligation Parking Revenue Refunding Note, Series 2020
(Marlins Stadium Parking Facilities Project) ("Note") to forward refund the Series 2010A Bonds
which will become subject to optional redemption as of July 1, 2020 ("Refunded Bonds"); and
City of Miami
5496 Legislation -SUB
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WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial
Advisor), issued a Request for Proposals dated January 10, 2019 ("RFP") to banking and
financial institutions for refinancings and refundings of the Refunded Bonds 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, with the proposal dated January 28, 2019 ("Proposal", and with
the RFP attached and incorporated as Composite Exhibit "A") from Capital One Public Funding,
LLC ("Lender"), recommended 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 Refunded Bonds, 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 herein, that a privately -placed negotiated sale of the
Note to the Lender is in the best interests of the City due to the term and size of the Note, the
sophisticated lender -profile, the timings of the defeasance, refunding and redemption of the
Refunded Bonds, and timing of the issuance of the Note; and
WHEREAS, Convention Development Taxes, Parking Revenues, and Parking
Surcharges (ail 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 Refunded
Bonds; and to authorize the City Manager, City Attorney, Bond Counsel, Financial Advisor,
Escrow Agent, Bond Registrar, Paying Agent, and all 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 sale, issuance, and delivery of the Note, the redemption and forward
refunding of the Refunded Bonds, and to accomplish the continuing compliance for the Series
2010A 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 2010A Bonds, the Authorizing Resolution,
and Continuing Disclosure Agreement, both as defined below; and
WHEREAS, this Resolution attaches and incorporates Composite Exhibit "C" to enable
the City Manager to update the necessary terms and conditions, in a form acceptable to the City
Attorney and Bond Counsel;
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NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the
State of Florida ("State"); Chapter 166, Florida Statutes, as amended; the Charter of the City of
Miami, Florida, as amended; the Code of the City of Miami, Florida, as amended; applicable
City Resolutions including Resolution No. 09-509 adopted October 22, 2009, as amended and
supplemented; Resolution No. 19-0123 adopted March 28, 2019; and all other applicable
provisions of law (collectively, "Act").
Section 2. Definitions. All capitalized terms shall have the meanings as set forth in
this Resolution, the Authorizing Resolution, the Continuing Disclosure Agreement, the Proposal,
the Loan Agreement, and the Note unless the context otherwise requires. 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:
"Annual Budget" means the budget or budgets, as amended and supplemented from
time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State.
"Authorizing Resolution" means Resolution No. 09-0509 adopted on October 22, 2009
by the City Commission, as amended and supplemented.
"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.
"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%) 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 interlocal 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 refunding, defeasance, and
redemption of the Refunded Bonds.
"Financial Advisor" means PFM Financial Advisors LLC.
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"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.
"Forward Commitment" means the Commitment Letter dated as of March 19, 2019
between the City and the Lender, the form which is attached hereto and incorporated herein as
Exhibit "C."
"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.
"Interlocal Agreement" means the Interlocal Agreement entered between the City and
the County dated July 1, 2009 regarding the use and disposition of the Convention
Development Tax.
"Lender" means Capital One Public Funding, LLC and its successors and assigns as
consented to by the City (except following an event of default which requires separate
procedures pursuant to the Loan Agreement) as direct placement lender and holder of the Note.
"Loan Agreement" means the loan agreement to be entered into between the City and
the Lender in accordance with the terms of this Resolution, the RFP, and the Proposal.
"Non -Ad Valorem Revenues" mean all revenues of the City derived from any source
other than ad valorem taxation on real or personal property, which are legally available to make
payments required by the Loan Agreement.
"Note" means the not to exceed Ninety Million Dollars ($90,000,000.00) City of Miami
Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium Parking
Facilities Project) authorized pursuant to this Resolution.
"Parity Debt" means the Series 2010B Bonds, the Series 2018 Note, and any other debt
obligations payable from Pledged Revenues on a parity with the Note.
"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's
Parking Agreement (excluding Parking Surcharge).
"Parking Surcharge" means eighty percent (80%) of the portion which is derived from the
Project in connection with the Parking Revenues of the fifteen percent (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. 04-12563 enacted by the City Commission on July 22, 2004, as amended and
supplemented.
"Payment(s)" means all amounts payable by the City of principal and interest on the
Note and all other amounts payable by the City pursuant to the Loan Agreement.
"Payment Dates" and "Payment Frequency" means (a) that principal payments shall be
made annually on July 1 commencing July 1, 2020; (b) that interest payments shall be paid
semi-annually each July 1 and January 1 commencing July 1, 2020; and (c) that prepayments
shall be made as set forth in the Loan Agreement.
City of Miami
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"Paying Agent" means the Finance Director or the Assistant Finance Director of the City.
"Pledged Funds" means, collectively, (a) Pledged Revenues, (b) all monies, including
the Non -Ad Valorem Revenues, deposited into the Funds and Accounts created pursuant to the
Loan Agreement, and (c) 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.
"Pledged Revenues" means, collectively, subject to the prior pledge for the Series 2010B
Bonds and the Series 2018.Note, (a) the Convention Development Tax, (b) the Parking
Revenues, and (c) the Parking Surcharge.
"Proposal" means the attached and incorporated proposal dated January 28, 2019 from
the Lender to the City.
"Refunded Bonds" means the City's currently outstanding City of Miami, Florida Tax -
Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project) in
the amount of Eighty -Four Million Five Hundred Forty Thousand Dollars ($84,540,000.00) term
bonds maturing on July 1, 2030, July 2035, and July 1, 2039.
"RFP" means the Request for Proposals dated January 10, 2019 and issued by the
City's Financial Advisor.
"Resolution(s)" means this Resolution No. 19-0123 adopted by the City Commission on
March 28, 2019, as amended and supplemented from time to time.
"Series 2010A Bonds" means the unrefunded City of Miami, Florida Tax -Exempt Special
Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project).
"Series 2010B Bonds" means the remaining outstanding $16,830,000 City of Miami,
Florida Taxable Special Obligation Parking Revenue Bonds, Series 2010E (Marlins Stadium
Project).
"Series 2018 Note" means the remaining outstanding $16,555,000 City of Miami, Florida
Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium
Parking Facilities Project).
"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 average life of the transaction lends itself to the competitive
solicitation of banking and 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;
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(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 forward delivery, refunding, and
redemptions of the Refunded Bonds require additional planning.
b. It is in the best interests of the City, its residents, and taxpayers to issue the Note
in order to realize debt service savings of an estimated Ten Million Four Hundred Thousand
Dollars ($10,400,000.00) (net present value) in interest payments on the Refunded 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 Parity Debt which has 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 Lender a
Lender'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
attach an exhibit providing the cumulative debt obligation and respective debt obligations from
the Parity Debt and the Note to the extent that all are secured by (i) the Convention
Development Tax, (ii) the Parking Revenues, and (iii) the Parking Surcharge. Additionally, the
Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective
debt obligations for the Note and for other outstanding City debt obligations that have a
covenant to budget and appropriate in support of repayment of such debt.
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 the Lender for the private placement and negotiated sale of the Note to the
Lender, the most responsive and responsible proposer, in order to receive a loan under the
Loan Agreement in an amount not to exceed Ninety Million Dollars ($90,000,000.00) to refund
the Refunded Bonds 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
each 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 Parity Debt.
Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit
Agreement, the Forward Commitment, and All Other Necessary Documents, Agreements, and
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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, (a) the City Manager, in consultation with the City Attorney, Bond
Counsel, the Deputy City Manager, 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, (b) an obligation of the City to be known as
the "Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium
Parking Facilities Project)" is authorized to be issued, executed, and delivered in the aggregate
principal amount of not to exceed Ninety Million Dollars and No Cents ($90,000,000.00), and (c)
the City Manager, in consultation with the City Attorney, Bond Counsel, the Deputy City
Manager, 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, the Forward Commitment, and all other necessary documents, agreements, and
instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the
Deputy City Manager, 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, the Forward Commitment, 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, the Forward Commitment, 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.
The City Manager is delegated the authority (a) to select and appoint a bank or other
financial institution to serve as the Escrow Agent and (b) 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 refunding of the Refunded
Bonds.
Section 6. Description of the Note. The Note shall be issued as one (1) fully
registered Note in the principal amount not to exceed Ninety Million Dollars and No Cents
($90,000,000.00) and shall be dated as of the date of its delivery to the Lender as the purchaser
thereof. 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, 2020. Principal will be paid annually
on July 1 each year, with the first principal payment payable on July 1, 2020. The final maturity
date shall be July 1, 2039 for the Note, subject to prior mandatory amortization payments as to
be provided in the Note and the Loan Agreement; 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 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 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 and except for a transfer following
an event of default (the specific requirements for which are to be provided in the Loan
Agreement), the Note shall not be transferred unless the new purchaser has received the prior
written consent of the City, which shah 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 Lender as 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, City's Directors of Risk Management, 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.
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 (a) deliver a duplicate
replacement Note or (b) 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
and its agent may prescribe; and pay the reasonable expenses of the City and 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, desirable, and permitted by this Resolution or by any subsequent ordinance or
resolution adopted prior to the issuance thereof. The draft Loan Agreement and the draft Note
are attached and incorporated to this Resolution as Composite Exhibit "B".
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.
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(a) Pledged Revenues. 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 (i)
the Convention Development Tax, (ii) the Parking Revenues, and (iii) 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.
(b) Covenant to Budget and Appropriate. If the Pledged Revenues are not sufficient to
pay principal and interest on the Note when due, the City hereby covenants and agrees to the
extent permitted by and in accordance with applicable law and budgetary processes, to prepare,
approve, and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary,
and to deposit for the benefit of the Note, Non -Ad Valorem Revenues of the City lawfully available
in an amount which is equal to the deficiency of the Note and all other Parity Debt outstanding for
the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and
appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative
and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to
make all required payments under the Loan Agreement and the Note, as and when due, including
any delinquent payments, shall have been budgeted, appropriated, and actually paid into the
appropriate Funds and Accounts under the Loan Agreement; provided, however, that such
covenant shall not constitute a lien, either legal or equitable, on any of the City's legally available
Non -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the
future any of its legally available Non -Ad Valorem Revenues or other revenues to other obligations,
nor shall it give the Lender a prior claim on the legally available Non -Ad Valorem Revenues.
Anything herein to the contrary notwithstanding, all obligations of the City hereunder shall be
secured only by the legally available Non -Ad Valorem Revenues actually budgeted and
appropriated and deposited into the Funds and Accounts created under the Loan Agreement. The
City may not expend moneys not appropriated or in excess of its current budgeted revenues. The
obligation of the City to budget, appropriate, and make payments under the Loan Agreement and
the Note from its legally available Non -Ad Valorem Revenues is subject to the availability of legally
available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having
an express lien on or pledge of such revenues and after satisfying funding requirements for
essential governmental services 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 in the manner described herein Non -Ad Valorem Revenues and placing on the
City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to
meet its obligations hereunder; subject, however, in all respects to the restrictions of Section
166.241, Florida Statutes, which provides, in part, that the governing body of each municipality
make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to
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be received from taxation or other revenue sources; and subject further 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. Notwithstanding the
foregoing covenant of the City, the City does not covenant to maintain any services or programs
now provided or maintained by the City which generate Non -Ad Valorem Revenues.
Section 12. Sale of Note to Refund and to Redeem the outstanding Refunded Bonds.
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 Ninety Million Dollars ($90,000,000.00) and the City
Manager, the City Clerk, the City's Director of Risk Management, and the City Attorney are
hereby authorized' to execute and deliver the Note, in substantially the form set forth as Exhibit
"A" to 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 the Refunded
Bonds, as herein provided, without further authority from the City Commission. The City
Manager and the City Clerk are authorized' to make any and all changes on the form of the
Note, in a form acceptable to the City Attorney and Bond Counsel, which shall be necessary to
conform the same to the RFP and to the Proposal commitment of the Lender. Execution of the
Note by the City Manager, the City Clerk, the City Director of Risk Management, 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 refunding of the Refunded Bonds,
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 (a) the Convention
Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge and shall, in all
respects, be entitled to all protection for outstanding Bonds to the extent of the pledge of (a) the
Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge. The
covenants and agreements of the City in the Authorizing Resolution regarding (a) the
Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge shall
be for equal benefit, protection, and security of the Holders of all outstanding Bonds, including
for the benefit of 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, contrary to
the policy of express law though not expressly prohibited, 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, and
provisions of this Resolution, of the Loan Agreement, of the Note issued hereunder, or
regarding the defeasing and refunding of the Refunded Bonds.
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, nor any other City employee or
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official 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 refunding of the Refunded Bonds.
Section 17, Further Authorizations regarding the issuance of the Note and the
redemption and refunding of the Refunded Bonds. The City Manager, City Clerk, City Attorney,
Bond Counsel, City 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 designated as respective applicable agents of
the City, as necessary, in connection with the sale, issuance, and delivery of the Forward
Commitment, the Note, the notices, calls for redemptions, redemptions, and the refunding of the
Refunded Bonds and are authorized' and empowered, collectively or individually, to take any
and all actions 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, the Loan Agreement, the Forward Commitment, and the refunding of the Refunded
Bonds that are necessary or desirable in connection with the sale, execution, and delivery of the
Note, the noticing, call for redemptions, redemptions, and the refunding of the Refunded Bonds,
and which are specifically authorized or are not inconsistent with the terms and provisions of
this Resolution, the Authorizing Resolution, the Forward Commitment, or any action relating to
the Note, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City
Manager, 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 Refunded Bonds. Such officials, employees, agents, representatives, and those
so designated are hereby charged with the responsibility for the issuance of the Note and the
redemption and refunding of the Refunded Bonds 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 Refunded Bonds. Any and all costs incurred in
connection with the issuance of the Note and the redemption and refunding of the Refunded
Bonds 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 refunding of the Refunded Bonds.
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 2010A Bonds in accordance with the Authorizing
Resolution and the Continuing Disclosure Agreement, and Payment of Outstanding Series
2010A 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 2010A Bonds 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 Service Fund in the amount of One Million Four Hundred Sixty -Seven
Thousand Seven Hundred Eighty -Seven Dollars and Fifty Cents ($1,467,787.50)) for remaining
proceeds, interest earnings, and project close-outs related thereto.
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The City Manager and all other necessary City officials, employees, agents, and
representatives are hereby further authorize& to use all remaining proceeds and interest
thereon, if any, from the Series 2010A Bonds in accordance with the Authorizing Resolution and
the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note
Registrar, Trustee, Escrow Agent, and Paying Agent for the Refunded Bonds 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 -Refunded Bonds will cease to exist and the City's
obligations thereunder only for the Refunded Bonds shall terminate upon the sale and the
closing of the Note, the execution of the Escrow Deposit Agreement, and the related
defeasance of the Refunded Bonds which are subject to 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 2010A Bonds, the Authorizing Resolution, and
the Continuing Disclosure Agreement for continuing compliance are hereby ratified, approved,
and confirmed.
Section 21. Effective Date. This Resolution shall be effective immediately upon its
adoption and signature by the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 12 of 12 File ID: 5496 (Revision: A) Printed on: 1/16/2020
11 II
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City of Miami
Legislation
Resolution: R-19-0123
I SUBSTITUTED
City Hall
3500 Pan American Drive
Miami, FL 33133
wuwv.miamigov.com
File Number: 5496 Final Action Date: 3128i 19
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVI
FOR THE ISSUANCE OF NOT TO EXCEED NINETY MILLION DOLLARS ($90,000,0
IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") SPECIAL
OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2020 (MARLIN
PARKING FACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE
APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSA
CAPITAL ONE PUBLIC FUNDING, LLC (LENDER") AND PROVIDING FO
LOAN FROM AND NEGOTIATED SALE OF SAID NOTE TO THE LENDE
CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS
AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIAT
DELIVERY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY
OF A LOAN AGREEMENT, THE NOTE, A FORWARD COMMITM
OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND IN
CONNECTION THEREWITH; MAKING CERTAIN FINDINGS
AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY
BOND COUNSEL, FINANCIAL ADVISOR, AND ALL OTH
CONNECTION THEREWITH; FURTHER AUTHORIZIN
ATTORNEY, FINANCIAL ADVISOR, BOND COUNSE
REGISTRAR, ESCROW AGENT, PAYING AGENT
OFFICIALS TO UNDERTAKE ALL NECESSARY
AND DELIVER, IN A FORM ACCEPTABLE TO
COUNSEL, ANY AND ALL NECESSARY ES
DOCUMENTS, AND INSTRUMENTS IN CO
EIGHTY-FOUR MILLION FIVE HUNDRE
OF THE CITY'S OUTSTANDING PRIN
OBLIGATION PARKING REVENUE B
PROJECT) ("SERIES 2010A BOND
MANAGER TO SELECT AND AP
AGENT; RATIFYING, APPROV
BY THE CITY MANAGER AN
RELEVANT FINANCIAL CO
THEREWITH; AND PROV
NG
00)
STADIUM
EREOF;
ROM
HE DIRECT
, SETTING{:
A LOAN
N, EXECUTION: AND
D BOND COUNSEL,:
T,ANDANYANDALL
RUMENTS IN
D DETERMINATIONS;
AGER, CITY ATTORNEY, -
CITY OFFICIALS IN
THE CITY MANAGER, CITY
BOND REGISTRAR, NOTE
ND ALL OTHER NECESSARY CITY
EPS AND TO NEGOTIATE, EXECUTE,
E CITY ATTORNEY AND BOND
OW DEPOSIT AGREEMENTS, NOTICES,
NECTION WITH THE REDEMPTION OF
ORTY THOUSAND DOLLARS ($84,540,000.00)
AL AMOUNT OF TAX-EXEMPT SPECIAL
NDS, SERIES 2010A (MARLINS STADIUM
); DELEGATING AUTHORITY TO THE CITY
INT THE ESCROW AGENT AND THE VERIFICATION
G, AND CONFIRMING CERTAIN NECESSARY ACTIONS
DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE
TROLS AND COMPUTER SYSTEMS IN CONNECTION
ING APPLICABLE EFFECTIVE DATES.
WHEREAS, e City of Miami ("City") has currently outstanding Eighty -Four Million Five
Hundred Forty Th. sand Dollars ($84,540,000.00) of Term Bonds maturing on July 1, 2030,
July 1, 2035, an, July 1, 2039 of its previously issued Tax -Exempt Special Obligation Parking
Revenue Bono , Series 2010A, issued July 29, 2010 ("Series 2010A Bonds"); and
W REAS, in order to obtain interest savings in an estimated amount of Ten Million
Four H dred Thousand Dollars ($10,400,000.00) (net present value), it is in the best interests
of the ' ity to issue in a total aggregate principal amount not to exceed Ninety Million Dollars
($91 .00,000.00) of a Special Obligation Parking Revenue Refunding Note, Series 2020
( rains Stadium Parking Facilities Project) ("Note") to forward refund the Series 2010A Bonds
ich will become subject to optional redemption as of July 1, 2020 ("Refunded Bonds"); and
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WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial
Advisor"), issued a Request for Proposals dated January 10, 2019 ("RFP") to banking and
financial institutions for refinancings and refundings of the Refunded Bonds and received
multiple proposals which were evaluated by the Financial Advisor for responses consistent w
the City's needs; and
WHEREAS, the proposals and recommendations by the Financial Advisor were
reviewed and recommended, with the proposal dated January 28, 2019 ("Proposal", - d with
the RFP attached and incorporated as Composite Exhibit "A") from Capital One Pu lc Funding,
LLC ("Lender"), recommended as the most responsive and responsible proposer o privately
purchase and to hold the Note not for resale with limited restricted assignability a provide for
the refunding of the Refunded Bonds, and to provide for costs of issuance of e Note; and
WHEREAS, in accordance with Section 218.385(1), Florida Statu -s, as amended, the
City Manager has recommended and the City Commission desires to fi ' d, determine, and
declare, as set forth below in Section 3 herein, that a privately -place • egotiated sale of the
Note to the Lender is in the best interests of the City due to the ter ' and size of the Note, the
sophisticated lender -profile, the timings of the defeasance, refun• ng and redemption of the
Refunded Bonds, and timing of the issuance of the Note; and
WHEREAS, Convention Development Taxes, Park ' g Revenues, and Parking
Surcharges (all as defined in the Authorizing Resolution d herein below) are proposed to be
pledged to repay the Note; and
WHEREAS, it is in the best interest of the y to approve the issuance of the Note and
the direct placement and negotiated sale of the .te to the Lender to provide for interest
savings to the City without extending the origin maturities of the payments; to authorize the
basic parameters of the terms and condition of a Loan Agreement between the City and the
Lender, the Note, and certain agreements d documents in connection with the issuance
therewith; to delegate to the City Manag: the determination of certain other details of the Loan
Agreement, the Note, and the Escrow 'posit Agreement for the redemption of the Refunded
Bonds; and to authorize the City Ma :ger, City Attorney, Bond Counsel, Financial Advisor,
Escrow Agent, Bond Registrar, Pa •ng Agent, and all other necessary and appropriate City
officials to undertake and to do y and all actions necessary and in the best interests of the
City in connection with the sal_, issuance, and delivery of the Note, the redemption and forward
refunding of the Refunded B ds, and to accomplish the continuing compliance for the Series
2010A Bonds pursuant to e Authorizing Resolution and the Continuing Disclosure Agreement;
and
WHEREAS, e 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 a► ions of the City Manager and designated City Departments in order to update the
relevant fi : ncial controls, project close-outs, accounting entries, and computer systems in
connect .n with ongoing compliance for the Series 2010A Bonds, the Authorizing Resolution,
and Cr tinuing Disclosure Agreement, both as defined below; and
WHEREAS, this Resolution attaches and incorporates Composite Exhibit "C" to enable
e City Manager to update the necessary terms and conditions, in a form acceptable to the City
Attorney and Bond Counsel;
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NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the
State of Florida ("State"); Chapter 166, Florida Statutes, as amended; the Charter of the City •f
Miami, Florida, as amended; the Code of the City of Miami, Florida, as amended; applicab
City Resolutions including Resolution No. 09-509 adopted October 22, 2009, as amend and
supplemented; Resolution No. 19- adopted March 28, 2019; and ail other appli ale
provisions of law (collectively, "Act").
Section 2. Definitions. All capitalized terms shall have the meanings set forth in
this Resolution, the Authorizing Resolution, the Continuing Disclosure Agree nt, the Proposal,
the Loan Agreement, and the Note unless the context otherwise requires. In ddition to the
words and terms defined in the recitals to this Resolution, as used herein, e following terms
shall have the following meanings herein unless the context otherwise r.. uires:
"Annual Budget" means the budget or budgets, as amended -nd supplemented from
time to time, prepared by the City for each Fiscal Year in accorda e with the laws of the State.
"Authorizing Resolution" means Resolution No. 09-05
by the City Commission, as amended and supplemented.
adopted on October 22, 2009
"Bond Counsel" means Bryant Miller Olive P.A., iami, Florida, or any other attorney at
law or firm of attorneys of nationally recognized stand' g in matters pertaining to the federal tax
exemption of interest on obligations issued by state and political subdivisions and duly
admitted to practice law before the highest court •' any state of the United States of America.
"Bond Registrar" or "Note Registrar" -ans the Finance Director or the Assistant
Finance Director of the City.
"City Code" means the Code of e City of Miami, Florida, as amended.
Convention Development T.x" means a portion of the revenues collected annually
(excluding any carryover from priyear collections) by the County of the levy on the exercise
within its boundaries of the tax- • e privilege of leasing or letting transient rental
accommodations at the rate three percent (3%) of the total consideration charged therefore
as currently authorized our ant to Section 212.0305(4)(b), Florida Statutes (net of Tax
Collector administrative c'.sts for local administration pursuant to Section 212.0305(5)(b)5,
Florida Statutes), and . ocated to the City as provided in the lnteriocal Agreement.
"County' m
ns Miami -Dade County, Florida.
"Escro + gent" means the bank or financial institution selected and appointed as the
escrow agen •y the City Manager.
crow Deposit Agreement(s)" means the Escrow Deposit Agreement(s) to be entered
into be een the City and the Escrow Agent providing for the refunding, defeasance, and
rede ption of the Refunded Bonds.
"Financial Advisor" means PFM Financial Advisors LLC.
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"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.
"Forward Commitment" means the Commitment Letter dated as of March 19, 2019
between the City and the Lender, the form which is attached hereto and incorporated herein a
Exhibit "C "
"Interest Rate" means a not to exceed interest rate per annum (as adjusted ours nt to
the Loan Agreement) that will provide for a net present value savings required by the y's debt
management policy.
"Interlace! Agreement' means the Interlocal Agreement entered between e City and
the County dated July 1, 2009 regarding the use and disposition of the Conve on
Development Tax.
"Lender" means Capital One Public Funding, LLC and its succes .rs and assigns as
consented to by the City (except following an event of default which re + ires separate
procedures pursuant to the Loan Agreement) as direct placement le :er and holder of the Note.
"Loan Agreement" means the loan agreement to be ente d into between the City and
the Lender in accordance with the terms of this Resolution, th FP, and the Proposal.
"Non -Ad Valorem Revenues" mean all revenues of e City derived from any source
other than ad valorem taxation on real or personal gropey, which are legally available to make
payments required by the Loan Agreement.
"Note" means the not to exceed Ninety Mill Dollars ($90,000,000.00) City of Miami
Special Obligation Parking Revenue Refunding .te, Series 2020 (Marlins Stadium Parking
Facilities Project) authorized pursuant to this ' 'solution.
"Parity Debt" means the Series 201 • : Bonds, the Series 2018 Note, and any other debt
obligations payable from Pledged Reve es on a parity with the Note.
"Parking Revenues means . revenues received by the City from the Stadium Operator
with respect to the Project in conn= tion with the MLB Home Games pursuant to the City's
Parking Agreement (excluding P king Surcharge).
"Parking Surcharge" ► eans eighty percent (80%) of the portion which is derived from the
Project in connection with e Parking Revenues of the fifteen percent (15%) parking surcharge
that is charged at public . rking facilities within the City approved by the electorate of the City
on November 4, 2003, ' posed pursuant to Section 166.271, Florida Statutes, and pursuant to
Ordinance No. 04-1 63 enacted by the City Commission on July 22, 2004, as amended and
supplemented.
"Paymt(s)" means all amounts payable by the City of principal and interest on the
Note and all her amounts payable by the City pursuant to the Loan Agreement.
yment Dates" and "Payment Frequency" means (a) that principal payments shall be
made nually on July 1 commencing July 1, 2020; (b) that interest payments shall be paid
semi :nnuaily each July 1 and January 1 commencing July 1, 2020; and (c) that prepayments
sh be made as set forth in the Loan Agreement.
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"Paying Agent" means the Finance Director or the Assistant Finance Director of the City,
"Pledged Funds" means, collectively, (a) Pledged Revenues, (b) all monies, including
the Non -Ad Valorem Revenues, deposited into the Funds and Accounts created pursuant to t
Loan Agreement, and (c) the earnings on the amounts on deposit in the Funds and Account
created pursuant to the Loan Agreement and therein pledged to secure the Note.
"Pledged Revenues" means, collectively, subject to the prior pledge for the Ser s 2010B
Bonds and the Series 2018 Note, (a) the Convention Development Tax, (b) the Park g
Revenues, and (c) the Parking Surcharge.
"Proposal" means the attached and incorporated proposal dated Janu. 28, 2019 from
the Lender to the City.
"Refunded Bonds" means the City's currently outstanding City of iami, Florida Tax -
Exempt Special Obligation Parking Revenue Bonds, Series 2010A (M- ins Stadium Project) in
the amount of Eighty -Four Million Five Hundred Forty Thousand Doll s ($84,540,000.00) term
bonds maturing on July 1, 2030, July 2035, and July 1, 2039.
"RFP" means the Request for Proposals dated January 0, 2019 and issued by the
City's Financial Advisor.
"Resolution(s)" means this Resolution No. R-19 adopted by the City
Commission on March 28, 2019, as amended and sup ► emented from time to time.
"Series 2010A Bonds" means the unrefund
Obligation Parking Revenue Bonds, Series 2010
City of Miami, Florida Tax -Exempt Special
(Marlins Stadium Project).
"Series 2010B Bonds" means the re pining outstanding $16,830,000 City of Miami,
Florida Taxable Special Obligation Parking "' evenue Bonds, Series 2010E (Marlins Stadium
Project).
"Series 2018 Note" means th
Taxable Special Obligation Parkin
Parking Facilities Project).
emaining outstanding $16,555,000 City of Miami, Florida
evenue Refunding Note, Series 2018 (Marlins Stadium
"Verification Agent' ans the qualified verification agent appointed by the City
Manager.
Section 3. citals and Findings. The recitals and findings contained in the
Preamble of this Res ► ution are adopted by reference and incorporated as if fully set forth in this
Section. Additional!, , it is hereby ascertained, determined and declared that:
a. accordance with Section 218.385, Florida Statutes, the City hereby finds,
determines, . d declares, based upon the advice of its Financial Advisor for the Note, that a
negotiated • .le of the Note is in the best interests of the City for the following reasons:
(i) The average life of the transaction lends itself to the competitive
solicitation of banking and 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;
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(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 forward delivery, refunding, and
redemptions of the Refunded Bonds require additional planning.
b. It is in the best interests of the City, its residents, and taxpayers to issue the Note
in order to realize debt service savings of an estimated Ten Million Four Hundred Thou =nd
Dollars ($10,400,000.00) (net present value) in interest payments on the Refunded B• ds
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 th- interest and
principal on the Note as the same become due and payable.
e. The Pledged Funds also are now pledged or encumb: ed to the repayment of
the Parity Debt which has a parity position.
f. The Note shall not constitute a lien upon any pr
within the City, except as provided herein with respect to the
to the extent provided herein.
erties owned by or situated
lodged Funds, in the manner and
g. Prior to the issuance of the Note, the Ci shall receive from the Lender a
Lender's Certificate, the form of which is attached as .n exhibit to the Loan Agreement, and the
Disclosure Letter containing the information requir: by Section 218.385, Florida Statutes, a
form of which will be attached as an exhibit to th- ° oan Agreement. The Loan Agreement shall
attach an exhibit providing the cumulative deb . bligation and respective debt obligations from
the Parity Debt and the Note to the extent th all are secured by (I) the Convention
Development Tax, (ii) the Parking Revenur and (iii) the Parking Surcharge. Additionally, the
Loan Agreement shall attach an exhibit . oviding the cumulative debt obligation and respective
debt obligations for the Note and for o er outstanding City debt obligations that have a
covenant to budget and appropriate ' support of repayment of such debt.
h. In accordance with the ecommendations of the City's Administration and the Finance
Committee, the City Commiss'•n hereby approves the selection of the direct placement
Proposal from the Lender fohe private placement and negotiated sale of the Note to the
Lender, the most respons' e and responsible proposer, in order to receive a loan under the
Loan Agreement in an - aunt not to exceed Ninety Million Dollars ($90,000,000.00) to refund
the Refunded Bonds . d to provide for costs of issuance of the Note.
Section 4.
acceptance of t
from time to ti
each cons
herein se
securit
Ag re
the
This Resolution to Constitute Contract. In consideration of the
Note authorized to be issued hereunder by those who shall hold the same
e, this Resolution and the Loan Agreement shall be deemed to be and shall
to a contract between the City and the Lender. The covenants and agreements
orth to be performed by the City shall be for the equal benefit, protection, and
f the Lender and the Note, except as expressly provided herein and in the Loan
ent and except as expressly provided in the Authorizing Resolution in connection with
arity Debt.
Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit
Agreement, the Forward Commitment, and All Other Necessary Documents, Agreements, and
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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, (a) the City Manager, in consultation with the City Attorney, Bond
Counsel, the Deputy City Manager, 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, (b) an obligation of the City to be known a
the "Special Obligation Parking Revenue Refunding Note, Series 2020 (Marlins Stadium
Parking Facilities Project)" is authorized to be issued, executed, and delivered in the ag. --gate
principal amount of not to exceed Ninety Million Dollars and No Cents ($90,000,000.0I , and (c)
the City Manager, in consultation with the City Attorney, Bond Counsel, the Deputy y
Manager, the Chief Financial Officer, the Finance Director, the Assistant Finance 1 ector, and
the Financial Advisor, is authorized' to negotiate, to execute, and to deliver the .crow Deposit
Agreement, the Forward Commitment, and all other necessary documents, ag ements, and
instruments. The City Manager, after consultation with the City Attorney, Bo . Counsel, the
Deputy City Manager, the Chief Financial Officer, the Finance Director, th- A ssistant Finance
Director, and the Financial Advisor, is further authorized' to negotiate, e cute, and deliver any
changes, modifications, supplements, or amendments to the Loan Agr -ment, the Note, the
Escrow Deposit Agreement, the Forward Commitment, and any and I other agreements,
documents, and instruments as should be deemed necessary or d irable and to take such
other actions as shall be necessary to implement the terms and ►.nditions of the Loan
Agreement, the Note, the Forward Commitment, and the Escr. Deposit Agreement. The
provisions of such documents, as so negotiated, executed, d delivered, are hereby
incorporated into and made a part of this Resolution.
The City Manager is delegated the authority (a
financial institution to serve as the Escrow Agent an
Verification Agent, both based upon proposals rec
Advisor in connection with the Escrow Deposit
Bonds.
Section 6. Description of the
registered Note in the principal amount
($90,000,000.00) and shall be dated a
thereof. The Note shall be payable t
calculated on the basis of a 30/36
and January 1 with the first inter
on July 1 each year, with the f
date shall be July 1, 2039 fo
be provided in the Note a
Loan Agreement shall a
contrary notwithstandi
maximum interest r
On the d
par amount of
payable in a
payment
debts.
o select and appoint a bank or other
(b) to select and appoint a qualified
ved and reviewed by the City's Financial
regiment for the refunding of the Refunded
Ne. The Note shall be issued as one (1) fully
t to exceed Ninety Million Dollars and No Cents
of the date of its delivery to the Lender as the purchaser
the Lender and shall bear interest at the Interest Rate,
day year. Interest will be paid semi-annually each July 1
t payment due on July 1, 2020. Principal will be paid annually
t principal payment payable on July 1, 2020. The final maturity
he Note, subject to prior mandatory amortization payments as to
the Loan Agreement; provided, however, that the Note and the
o provide for prepayments. Anything herein or in the Note to the
in no event shall the Interest Rate borne by the Note exceed the
permitted to be paid by the City under applicable law.
e of the issuance of the Note, the City shall receive an amount equal to the
e Note from the Lender as the purchase price of the Note. The Note shall be
coin or currency of the United States of America which on the respective dates of
principal and interest thereof is legal tender for the payment of public and private
Th herein authorization is further subject to compliance with all requirements that may be imposed by
th City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code
ovisions.
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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 and except for a transfer following
an event of default (the specific requirements for which are to be provided in the Loan
Agreement), the Note shall not be transferred unless the new purchaser has received the pri
written consent of the City, which shall not be unreasonably withheld once the City has be
provided with and received a "sophisticated investor letter" in substantially the same for r and
substance as the "sophisticated investor letter" executed by the Lender as the origina
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 na of the City by
the City Manager and the seal of the City shall be imprinted, reproduced, or lit •graphed on the
Note and attested to and countersigned by the City Clerk. In addition, the C' Attorney shall
sign the Note showing approval of the form and correctness thereof and t City's Director of
Risk Management shall sign the Note showing approval as to the City's i surance requirements.
The signatures of the City Manager, the City Clerk, City's Directors of ' isk Management, and
the City Attorney on the Note may be by facsimile. If any officer wh•.e signature appears on
the Note ceases to hold office before the delivery of the Note, his • her signature shall
nevertheless be valid and sufficient for all purposes. In addition . ny Note may bear the
signature of, or may be signed by, such persons as at the act = time of execution of such Note
shall be the proper designated officers to sign such Note alt r ugh at the date of such Note or
the date of delivery thereof such persons may not have be n such officers. Any Note delivered
shall be authenticated by the manual signature of the Fi once Director or of the Assistant
Finance Director and the registered owner of any Not- o authenticated shall be entitled to the
benefits of this Resolution.
Section 8. Note Mutilated, Destroye• Stolen, or Lost. If the Note is mutilated,
destroyed, stolen, or lost, the City or its agent ' ay, in its discretion (a) deliver a duplicate
replacement Note or (b) pay a Note that ha atured or is about to mature or has been called
for redemption. A mutilated Note shall be urrendered to and cancelled by the Note Registrar.
The holder of the Note must furnish the ity or its agent proof of ownership of any destroyed,
stolen, or lost Note; post satisfactory i► semnity; comply with any reasonable conditions the City
and its agent may prescribe; and p. the reasonable expenses of the City and its agent.
Any such duplicate Note -hall constitute an original contractual obligation on the part of
the City whether or not the de- Toyed, stolen, or lost Note be at any time found by anyone and
such duplicate Note shall ba-ntitled to equal and proportionate benefits and rights as to lien on,
and source of payment of nd security for payment from, the funds pledged to the payment of
the Note so mutilated, d ' stroyed, stolen, or lost.
Section 9.
Exhibit "A" to the
be necessary,
resolution ad
are attache
Form of Note. The Note shall be in substantially the form attached as
an Agreement with only such omissions, insertions, and variations as may
sirable, and permitted by this Resolution or by any subsequent ordinance or
ted prior to the issuance thereof. The draft Loan Agreement and the draft Note
and incorporated to this Resolution as Composite Exhibit B.
ection 10. Continuing Disclosure Covenants. The City shall undertake such "best
practi ' -s" as provided in the Loan Agreement for continuing disclosures.
Section 11. Security; Note Not General Indebtedness.
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(a) Pledged Revenues. 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
any form on any real or personal property to pay the Note or the interest thereon, nor sha any
holder of the Note be entitled to payment of such principal of and interest from any otheunds
of the City other than the proceeds of the Pledged Funds, all in the manner and to th- -xtent
herein provided. The Note and the indebtedness evidenced thereby shall not consti te a lien
upon any real or personal property of the City but shall constitute a lien only on th 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 e principal of and
interest on the Note shall be secured forthwith by a parity lien on the proce-.•s derived from the (i)
the Convention Development Tax, (ii) the Parking Revenues, and (iii) t Parking Surcharge
portions of the Pledged Funds and the City does hereby irrevocably pl=•ge the same to payment
of the principal thereof and interest thereon when due.
(b) Covenant to Budget and Appropriate. If the Ple
pay principal and interest on the Note when due, the City her
extent permitted by and in accordance with applicable law
approve, and appropriate in its Annual Budget for each
and to deposit for the benefit of the Note, Non -Ad Valo
in an amount which is equal to the deficiency of the
the applicable Fiscal Year. Such covenant and a
appropriate sufficient amounts of legally availabl
and shall continue until such legally available
make all required payments under the Loan
any delinquent payments, shall have bee
appropriate Funds and Accounts under
covenant shall not constitute a lien, ei
Non -Ad Valorem Revenues or othe
future any of its legally available
nor shall it give the Lender a pri
Anything herein to the contra
secured only by the legally
appropriated and deposit
City may not expend m
obligation of the City
the Note from its le
available Non -A
an express lie
essential go
its general
making
City a
mee
16
ged Revenues are not sufficient to
y covenants and agrees to the
d budgetary processes, to prepare,
F cal Year, by amendment if necessary,
m Revenues of the City lawfully available
te and all other Parity Debt outstanding for
ement on the part of the City to budget and
Non -Ad Valorem Revenues shall be cumulative
n-Ad Valorem Revenues in amounts sufficient to
greement and the Note, as and when due, including
udgeted, appropriated, and actually paid into the
e Loan Agreement; provided, however, that such
er legal or equitable, on any of the City's legally available
evenues, nor shall it preclude the City from pledging in the
n-Ad Valorem Revenues or other revenues to other obligations,
claim on the legally available Non -Ad Valorem Revenues.
notwithstanding, all obligations of the City hereunder shall be
ailable Non -Ad Valorem Revenues actually budgeted and
into the Funds and Accounts created under the Loan Agreement. The
eys not appropriated or in excess of its current budgeted revenues. The
budget, appropriate, and make payments under the Loan Agreement and
Ily available Non -Ad Valorem Revenues is subject to the availability of legally
alorem Revenues after satisfying funding requirements for obligations having
n or pledge of such revenues and after satisfying funding requirements for
rnmental services of the City. However, the covenant to budget and appropriate in
nnual Budget for the purposes and in the manner stated herein shall have the effect of
ailable in the manner described herein Non -Ad Valorem Revenues and placing on the
sitive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to
is obligations hereunder; subject, however, in all respects to the restrictions of Section
241, Florida Statutes, which provides, in part, that the governing body of each municipality
ake appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to
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be received from taxation or other revenue sources; and subject further 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, Notwithstanding the
foregoing covenant of the City, the City does not covenant to maintain any services or programs
now provided or maintained by the City which generate Non -Ad Valorem Revenues,
Section 12. Sale of Note to Refund and to Redeem the outstanding Refunded B. d
The Note is hereby sold and awarded to the Lender at the purchase price equal to the p
amount thereof and of not to exceed Ninety Million Dollars (S90,000,000,00) and the C
Manager, the City Clerk, the City's Director of Risk Management, and the City Attar are
hereby authorized' to execute and deliver the Note, in substantially the form set fo' as Exhibit
°A" to the Loan Agreement, receive the purchase price therefor and apply the pr• eeds thereof
to pay costs of issuance of the Note and for the City to redeem and to refund t Refunded
Bonds, as herein provided, without further authority from the City Commissi. . The City
Manager and the City Clerk are authorized' to make any and all changes • the form of the
Note, in a form acceptable to the City Attorney and Bond Counsel, whic hall be necessary to
conform the same to the RFP and to the Proposal commitment of the -nder. Execution of the
Note by the City Manager, the City Clerk, the City Director of Risk M agement, and the City
Attorney shall be conclusive evidence of their approval of the form •f the Note,
Section 13. Amendments and Supplements to this - solution. This Resolution shall
be further amended and supplemented as necessary in ord- to accomplish the issuance of the
Note or as necessary in connection with the purposes for ich the Note is being issued or as
necessary in connection with the redemption and refung of the Refunded Bonds.
Section 14. Application of Provisions of t Authorizing Resolution. The Note shall, for
all purposes be considered under Section 10.01 o he Authorizing Resolution to be refunding
bonds and Additional Parity Obligations to the e ent of the pledge of (a) the Convention
Development Tax, (b) the Parking Revenues, , nd (c) the Parking Surcharge and shall, in all
respects, be entitled to all protection for out anding Bonds to the extent of the pledge of (a) the
Convention Development Tax, (b) the Par ng Revenues, and (c) the Parking Surcharge. The
covenants and agreements of the City i he Authorizing Resolution regarding (a) the
Convention Development Tax, (b) the arking Revenues, and (c) the Parking Surcharge shall
be for equal benefit, protection, and .ecurity of the Holders of all outstanding Bonds, including
for the benefit of the Lender as th older of the Note.
Section 15. Severaity. if any one or more of the covenants, agreements, or
provisions of this Resolutio should be held contrary to any express provision of law, contrary to
the policy of express law ough not expressly prohibited, against public policy, or shall for any
reason whatsoever be Id invalid, then such covenants, agreements, or provisions shall be null
and void and shall be .eemed severed from the remaining covenants, agreements, and
provisions of this R- olution, of the Loan Agreement, of the Note issued hereunder, or
regarding the def:.sing and refunding of the Refunded Bonds.
Secti. 16. Controlling Law; Members, Officials, Agents, Representatives, and
Employees 4 City Not Liable. All covenants, stipulations, obligations, and agreements of the
City cont ed in this Resolution shall be deemed to be covenants, stipulations, obligations, and
agree nts of the City to the full extent authorized' by the Act and provided by the Constitution
and 1.. s of the State. No covenant, stipulation, obligation, or agreement contained herein shall
be ,, -emed to be a covenant, stipulation, obligation, or agreement of any present or future
mber, official, agent, representative, or employee of the City in his or her individual capacity,
nd neither the members of the City Commission, the Mayor, nor any other City employee or
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official 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 refunding of the Refunded Bonds,
Section 17. Further Authorizations regarding the issuance of the Note and the
redemption and refunding of the Refunded Bonds. The City Manager, City Clerk, City Attor- ey,
Bond Counsel, City Financial Advisor, and such other officers, employees, agents, and
representatives of the City as may be designated by the Mayor, the City Commission, t
Attorney, and the City Manager, including any Bond Registrar, Note Registrar, Trusts
Agent, or Paying Agent, or any of them, are each designated as respective applica
the City, as necessary, in connection with the sale, issuance, and delivery of the
Commitment, the Note, the notices, calls for redemptions, redemptions, and th
Refunded Bonds and are authorized' and empowered, collectively or individ
and all actions and steps and to execute the Note, all notices, instruments,
certificates, documents, and contracts on behalf of the City, and as and if
the execution of documentation required in connection with the negotia
the Lender, the Loan Agreement, the Forward Commitment, and the
Bonds that are necessary or desirable in connection with the sale,
Note, the noticing, call for redemptions, redemptions, and the ref
and which are specifically authorized or are not inconsistent wi
this Resolution, the Authorizing Resolution, the Forward Co
the Note, heretofore taken by the City and/or by the City's F
Manager, City Attorney, or other necessary City officials
agents, including any Bond Registrar, Note Registrar,
Agent(s) for the Refunded Bonds. Such officials, e
so designated are hereby charged with the respon
redemption and refunding of the Refunded Bond
required responsibilities of the City, its agents,
its Financial Advisor and Bond Counsel and
Escrow Agent, or Paying Agent for the Ref
connection with the issuance of the Note
Bonds are hereby authorized' to be pa
funds that have previously been desi
premium, if any, redemption costs
and refunding of the Refunded B
City
, Escrow
e agents of
rward
efunding of the
ly, to take any
greements,
ecessary, including
d sale of the Note to
funding of the Refunded
ecution, and delivery of the
ding of the Refunded Bonds,
the terms and provisions of
fitment, or any action relating to
ancial Advisor, Bond Counsel, City
mployees, representatives, and
ustee, Escrow Agent, or Paying
yees, agents, representatives, and those
ility for the issuance of the Note and the
on behalf of the City and with any related and
presentatives, employees, or officials, including
y Bond Registrar, Note Registrar, Trustee,
ded Bonds. Any and all costs incurred in
nd the redemption and refunding of the Refunded
from the proceeds of the Note and from any other City
Hated by the City for payments of interest, principal,
nd any other administrative costs related to the redemption
nds.
Section 18. Repe of Inconsistent Resolutions. All other resolutions or parts thereof
in conflict herewith for the ote are to the extent of such conflict superseded and repealed.
Section 19. rther Authorizations regarding Use of All Remaining Proceeds and
Interest Thereon, if - y, from the Series 201 OA Bonds in accordance with the Authorizing
Resolution and th- ontinuing Disclosure Agreement, and Payment of Outstanding Series
2010A Bonds. T - City Manager and all other necessary City officials, employees, agents, and
representative ave previously been authorized' pursuant to the Authorizing Resolution and
the Continui • Disclosure Agreement for the Series 2010A Bonds to undertake continuing
compiianc: measures and the City has updated and corrected postings in the various computer
systems . nd account codes (Fund 31000 — General Gov't Projects transfer to Special
Obliga • n Bonds Debt Service Fund in the amount of One Million Four Hundred Sixty -Seven
Tho and Seven Hundred Eighty -Seven Dollars and Fifty Cents ($1,467,787.50)) for remaining
pr• eeds, interest earnings, and project close-outs related thereto.
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The City Manager and all other necessary City officials, employees, agents, and
representatives are hereby further authorized' to use all remaining proceeds and interest
thereon, if any, from the Series 2010A Bonds in accordance with the Authorizing Resolution and
the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note
Registrar, Trustee, Escrow Agent, and Paying Agent for the Refunded Bonds upon the closi
of the safe of the Note to the Lender, any and all outstanding amounts for principal and int_ est,
and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Es ow
Agent, and Paying Agent under the existing requirements with the understanding that
outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agre: ent, and
other agreements related only to the -Refunded Bonds will cease to exist and the C 's
obligations thereunder only for the Refunded Bonds shall terminate upon the sal: and the
closing of the Note, the execution of the Escrow Deposit Agreement, and the re .ted
defeasance of the Refunded Bonds which are subject to refunding.
Section 20. Ratifications, Approvals, and Confirmations. Certa necessary actions by
the City Manager and the designated Departments in order to update tr - relevant financial
controls, project close-outs, accounting entries, and computer syste in connection with
ongoing compliance for the outstanding Series 2010A Bonds, the thorizing Resolution, and
the Continuing Disclosure Agreement for continuing compliance . e hereby ratified, approved,
and confirmed.
Section 21. Effective Date. This Resolution shall .e effective immediately upon its
adoption and signature by the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
2 If e Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
m the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
mmediately upon override of the veto by the City Commission.
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