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HomeMy WebLinkAboutPre-Legislation11,11 /URIC. City of Miami Legislation Resolution: R-18-0546 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 5024 Final Action Date: 12/13/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, DECLARING THE OFFICIAL INTENT OF THE CITY OF MIAMI ("CITY") TO ISSUE BOTH TAXABLE AND TAX-EXEMPT GENERAL OBLIGATION 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 NOVEMBER 7, 2017 BOND REFERENDUM APPROVED BY THE VOTERS, INITIALLY IN AN 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) (COLLECTIVELY, "LIMITED AD VALOREM 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 CITY MANAGER'S CURRENT MEMORANDUM AND ATTACHED PROJECT LIST IN COMPOSITE EXHIBIT "A," ATTACHED AND INCORPORATED (COLLECTIVELY, "PROJECTS"); ESTABLISHING CERTAIN RELATED DEFINITIONS OF TERMS; AUTHORIZING CERTAIN FURTHER AND INCIDENTAL ACTIONS BY THE CITY MANAGER IN CONSULTATION WITH THE CITY ATTORNEY, BOND COUNSEL, DISCLOSURE COUNSEL, FINANCIAL ADVISOR, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, BUDGET DIRECTOR, AND SUCH OTHER APPROPRIATE OFFICERS, EMPLOYEES, AND AGENTS OF THE CITY AS THE CITY MANAGER DEEMS NECESSARY, ALL AS REQUIRED FOR PURPOSES OF SECTIONS 103 AND 141-150 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND FOR COMPLIANCE THEREWITH; FURTHER AUTHORIZING RELATED AMENDMENTS TO THE CITY'S MULTI -YEAR CAPITAL PLAN AS NECESSARY. WHEREAS, United States Treasury Regulations §1.150-2 ("Reimbursement Regulations") prescribe conditions under which proceeds of tax-exempt bonds, notes, or other obligations ("Bonds") used to reimburse advances made for capital and certain other expenditures ("Original Expenditures") paid before the issuance of such Bonds will be deemed to be expended (or properly allocated to expenditures) for purposes of Sections 103 and 141- 150 of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, as amended (collectively, "IRS Code"), upon such reimbursement so City of Miami Page 1 of 3 File ID: 5024 (Revision: A) Printed On: 5/29/2019 File ID: 5024 Enactment Number: R-18-0546 that the proceeds so used will no longer be subject to requirements or restrictions under those sections of the IRS Code; and WHEREAS, certain provisions of the Reimbursement Regulations require that there be a declaration of official intent not later than sixty (60) days following payment of the Original Expenditures expected to be reimbursed from proceeds of Bonds and that the reimbursement occur within certain prescribed time periods after the Original Expenditures are paid or after the property, resulting from that Original Expenditure, is placed in service; and WHEREAS, the City Commission expects to provide for the issuance by the City of Miami ("City") its taxable and tax-exempt general obligation 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 November 7, 2017 bond referendum approved by the voters, initially in an 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) (collectively, "Limited Ad Valorem 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 City Manager's current memorandum and attached project list in Composite Exhibit "A," attached and incorporated (collectively, "Projects"); and WHEREAS, in connection with the Projects, the City expects to make Original Expenditures that will be reimbursed from proceeds of the Limited Ad Valorem Bonds as will be set forth in the City Manager's subsequent Memorandum for Reimbursable Funds Advanced ("City's Manager's Memorandum"); and WHEREAS, the Projects for this Resolution were modified and amended simultaneously in Resolution No. 18-0545 in order to change funding in the amount of six hundred thousand dollars ($600,000.00) from the Morningside Pool Project to the Shenandoah Pool Project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY MIAMI, FLORIDA: Section 1. Recitals and Findings. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. Definitions. The following definitions apply to the terms used herein: "Reimbursement" or "Reimburse" means the restoration to the City of money temporarily advanced from its own funds and spent for Original Expenditures before the issuance of the Limited Ad Valorem Bonds evidenced in writing by an allocation on the books and records of the City that show the use of the proceeds of the Limited Ad Valorem Bonds to restore the money advanced for the Original Expenditures. "Reimbursement" or "Reimburse" generally does not include the refunding or retiring of Bonds previously issued and sold to, or borrowings from, unrelated entities. Section 3. Declaration of Official Intent. The City Commission hereby declares the City's 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 City of Miami Page 2 of 3 File ID: 5024 (Revision: A) Printed on: 5/29/2019 File ID: 5024 Enactment Number: R-18-0546 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 Projects. This Resolution is intended as a declaration of official intent under United States Treasury Regulation § 1.150-2 as set forth in Composite Exhibit "A," attached and incorporated, for the Projects or future projects as approved by the City Commission in future public meetings and in the subsequent City Manager's Memorandum. Section 4. Incidental Actions. The City Manager in consultation with the City Attorney, Bond Counsel, Disclosure Counsel, Financial Advisor, Chief Financial Officer, Finance Director, Budget Director, and such other appropriate officers, employees, and agents of the City as the City Manager deems necessary are hereby authorized to take such actions as may be necessary to carry out the purposes of this Resolution and the IRS Code and for compliance therewith. Section 5. Related Amendment of the City's Multi -Year Capital Plan. The Multi -Year Capital Plan is amended (i) to include the Projects listed in Composite Exhibit "A," attached and incorporated, and for the associated financing(s) for the City's contributions to Projects' funding through the Limited Ad Valorem Bonds as referenced in this Resolution with new project numbers to be determined by the City Manager and (ii) to require that future reallocations of funding sources be presented to City Commission from time to time in connection with said financings for the Projects pursuant to the future required bond resolution(s) authorizing each particular series of Limited Ad Valorem Bonds. Section 6. Effective Date. This Resolution shall take effect immediately upon its adoption and signature of the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: 1 rne Atto2/6/2019 1 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 3 of 3 File ID: 5024 (Revision: A) Printed on: 5/29/2019 Composite Exhibit A - Page I THIS DOCUMENT IS A SUBSTITUTION. CITY 0FM|AKA| ORIGINAL CAN BESEEN ATTHE �NO(]FTH�OC}{�UK8E�T INTER -OFFICE yNEK�K�RA00Q7� ' TO: Honorable Mayor and Members DATE: December 4,201O of the City Commission FROM: Emi Ot SUBJECT: Dedaratiunuf|ntent-Miam| Forever Bond Program - First Tr3ncheofProjects The City Commission adopted a resolution on July 27, 2017 calling for a bond referendum special g|eot|oO for the purpose of submitting to the electorate the K4i80i Forever Bond Program. On November 7, 2017, the voters of the City of Miami approved this bond referendum in the amount of $400 rD|l|i0M. The Administration is proposing G list of projects for the RrStTianche Series A and 8 as described below (or bond issuance) asdeveloped with City Commissioners and other forms ofinput aS indicated in the Project List and Affordable Housing Bond Strategies attached tothis memorandum. The Administration is requesting approval to begin the process of issuing taxable and tax-exempt general obligation bonds payable from ad valorem taxes provided that the capital projectsdebt n1U|age not exceed the [ate ofO.S935 mills, in accordance with the above -referenced bond referendum. These bonds will be used to reimburse the City for funds advanced by the City for certain expenses incurred with respect tocapital projects to be undertaken: * to reduce flooding risks, w toimprove 3tOrnvvat8[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 Exhibit A attached to this memorandum. The Guiding Themes of this Bond Program are: Safety, Wellness and Quality of Life, Equity, Economic Return, and Modernization. The established vision of this Bond Program is to orchestrate deliberate and objective projects8|edinn process, by expertly assessing Citywide requirements and citizen input, and optimize all available resources to create stronger, more innovated and resilient future for Miami. The first tranche is intended to have an immediate impact. Then, the City expects to gain nlnnleDtunn by completing the already -underway 5turmvVatpr Master Plan and the already - underway Affordable Housing Plan to be used for future t[aOcheS moving toward long-term FILE N<].5024 Page 2 of 2 Declaration OfIntent —Miami Forever Bond Program Fio±Tranchg ofProjects December z,2U28 solutions and matching funding from all available sources, The first trancheisexpected tohave a Series A focusing on Infrastructure and a Series B focusing on Affordable Housing. The entire Miami Forever Bond Program is authorized in the following categories: " Roadways —total $23million ofthe $4OOmillion w ParksondCultura|FadlUjes—tntal $78million ofthe $4OOmillion ~ Public Safety —total $7million ofthe $400 million * Sea Level Rise and Flood Prevention —total $19Zmillion ofthe $400nni|lion 0 Affordable Housing and Economic Development — total $100 million of the $400 million The first tranche of the Miami Forever Bond Program is proposed in the following amounts in each category and series: • Series v Roadways —$739C\182 * Parks and Cultural Facilities —$25,348,229 v Public Safety —$42[i88O ° Sea Level Rise and Flood Prevention —$1O,294,928 m Series w Affordable Housing and Economic Development —$15,0OO,ODU Should you have any questions, please contact Christopher Rose, Budget Director, at (305)416-1500. Attachments Composite Exhibit A as Amended December 13, 2018 Composite Exhibit A (continued): Project List Category Projects Series A Project B# Bond Funding Roads Very Poor Condition Roads, Phase 1- Outside Priority Drainage Basins TBD $7,590,182 Parks Alice Wainwright Park Seawall and Resiliency 40-B40454C $2,650,000 Parks Antonio Maceo Boat Ramp and Dock Renovations 40-B17357 $79,929 Parks Armbrister Park Community Center Design TBD $400,000 Parks Bay of Pigs Park 40-B183526 $310,000 Parks Bryan Park Playground Renovations and Park Enhancements TBD $650,000 Parks City-wide Parks Access and Mobility Renovations TBD $2,212,000 Parks City-wide Parks Playground Renovations TBD $2,788,200 Parks City-wide Parks Roofing Reconstruction TBD $655,400 Parks Coral Way Park Expansion and Enhancements TBD $925,000 Parks Curtis Park Community Center Design TBD $400,000 Parks Douglas Park Community Center 40-B40581 $1,000,000 Parks Legion Park Boat Ramp 40-B40510 $263,000 Parks Legion Park Building 40-B40510A $825,000 Parks Moore Park Gym Design and Construction TBD $6,800,000 Parks Morningside Park Pool Design and Permitting TBD $0 Parks Shenandoah Park Pool Design and Permitting TBD $600,000 Parks New Park at 2200 SW 9th Ave & 910 SW 22nd Rd TBD $1,000,000 Parks New Park at 3699/3701 SW 1st Ave TBD $1,200,000 Parks PBA/Fern Isle Park Enhancements 40-B40543 $244,700 Parks Riverside Park Renovations and Enhancements TBD $995,000 Parks Spring Garden Point Park 40-B40566 $850,000 Parks West End Park Master Plan, Pool Design and Enhancements 40-B183505 $500,000 Public Safety Fire Facilities Resiliency Project (FS10) - Design TBD $420,000 SLR&FP Brickell Bay Drive Design Criteria Package TBD $1,000,000 SLR&FP Fairview Flood Mitigation 40-B30737 $1,800,000 SLR&FP Immediate Flood Control: Install Backflow Valves (Phase 1) TBD $2,457,000 SLR&FP Improve Drainage Outside of Priority Drainage Basins (Phase 1) TBD $2,300,000 SLR&FP Jose Marti Park Flood Mitigation Study and Design TBD $940,000 SLR&FP NW 17th Street from NW 27th Ave to NW 32nd Ave - Road & Drainage Construction 40-B183611 $1,797,928 Projects Series B Housing Affordable Housing and Economic Development TBD $8,000,000 Housing Construction and Permanent Financing: MLK Residences TBD $2,000,000 Housing Construction and Permanent Financing: Liberty Renaissance TBD $1,000,000 Housing Home Ownership Preservation / Single Family Home Rehabilitation TBD $4,000,000 Total $58,653,339 * Amended on the floor on December 13, 2018 Affordable Workforce New Rental Strategy Program Summary PrmR/ann Description: Provides construction and permanent financing to assist in part with the development of affordable multifamily rental projects containing units affordable to Workforce development (NF) income levels individuals and families (up to14Oy6AK4|). Maximum Award: The maximum total amountofCityofMiamifinondnQohaUnutexceadthelexsercf $1Wor2U%Loan to Cos (LT[) on projects containing 20 o, more total units and the lesser of$1M or40% LTC on projects containing less than 20total units. City Funding Sources City ofMiami General Ob|igationBond,AffonJableHouxinQTmstFunds(AHTF)andothore|4giWe sources of funding that may become available to the City, City funding Uses: Funds may be used for land acquisition, development soft cost, financing costs, hard construction costs, and permanent financing upon construction completion. City Funding Loens/Tarns: The following loan types and terms may heused: 1. Interest Only Loan: Interest only payments atanagreed upon interest rate, payable monthly until maturity o/a pre -determined period, All phndpa[ondinterest due at maturity.Loan maturity can beset for eperiod upto30 years. 2. Principal and Interest Amortizable Loans: Principal and Interest payments based onanamortization of15tu3O years, payable monthly until maturity, Loan maturity can be set for a period of up to 30 years. City Funding Availability Process; City funds shall bemade available through aRequest fovPvoposab(RFP)toindudepre- detenninednequirementxpertoiningtothouupacitynfthedeve|opmenttean\abi|hyofthedevelopmarttoproceedbn atimely manner, availability ofall project funding, location ofproject, leveraging requirements, number ofunits, total city assistance per unit, types of units, energy efficiency, etc, Projects will be selected on the basis of a point scoring system. City funding shall be secured and enforced by a Mortgage, Restrictive Covenant Note, Disbursement Agreement, Regulatory Agreement, Rental Agreement, etc, Development Funding Leveraging: Project funding leveraging shall be the responsibility of the Owner and may Include funding from private banking institutions, State of Florida, Miami -Dade County, Private investment, etc. Development Type: Multifamily rental apartnentbuik1in8(s)of5ormoneunits,containing,unhzofvahouosbes, with or without common amenities. Project designs and specifications in compliance with City ufMiami planning and zoning requirements. Building construction in compliance with City of Miami and Florida Building Codes. Development Ownership: Private fee simple or leasehold mmnemhhz through For -Profit or Not -For -Profit corporations solely orthrough Partnerships. Compliance: The City of Miami's Department ofHousing and Community Development shall beresponsible for the contractusl/reguatorymmpliance of all developments assisted, Annual compliance monitoring shall be conducted by City staff that will review project rent rolls, leases, tenant income files, financial statements, current operational licenses and certificates, annual inspection of units, etc. Loan Servicing: The City of Miami's Department of Housing and Community Development shall provide all loan servicing, I.e. monthly billing and collection, maintaining current property insurances, tracking delinquencies,providing all required reporting, etc. Homeownership Pr88e[V@1/Qn Strategy Program Summary Program Description: Provides rehabilitation assistance to City of Miami homeowners, with repairs necessary in bringing the home to decent, safe and sanitary conditions, as well as to include materials 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 (EL|),Very Low Income (VL|), Low Income (L|)level individuals and families and Workforce (WF) income levels. Maximum Award: The maximum total amountuf[ityofN1iamihnandnQohaUnutexceed$50,0U0perhome. City Funding Sources: City of Miami General Obligation Bond, State Housing Partnership Program (SHIP), Community Development Block Grant (CDBG), Affordable Housing Trust Funds (AHTF) and other sources of funding that may become available tuthe City. City funding Uses: Funds may be used for soft and hon1 construction ooxts. Upon completion the assistance shall be converted into a permanent loan for a period of 10 years (affordability period). City Funding Loans/Terms: The following loan types and terms may be used: 1. Deferred Payment Loan: No debt service payments required. Property must maintain the required affordability structure for a period of 10 years. Failure to comply will result in the full repayment of principal and an agreed upon default interest rate. Full repayment of principal at the 10 year maturity, The homeowner must maintain occupancy in the home as their primary residence forthe period of affordability, or otherwise full payment of the principal will bedue. 2. Principal and Interest Amortizable Loons: Principal and Interest payments based on an amortization of 10 years, payable monthly until maturity, atorate ofinterest uptu3Y6, based oothe income and payment capacity ofthe homeowner, City Funding Availability Process: City funds shall be made available on a first come first sewed basis, for eligible homeowners in the City ofMiami, City funding shall be secured and enforced by a Mortgage, Restrictive Covenant and Note. Unit Funding Leveraging: Project funding leveraging may be accepted from other City of Miami Miami Dads, State of Florida rehabilitation programs, as well as any other sources available for this purpose. Unitsassisted: Single family homes, townhornes, twin homes and condominiums. Ownership: Private fee simple ufprimary residence ofeligible property owners, Compliance: The City ofMiami's Department of Housing and Community Development shall be responsible for the contractual/regulatory compliance of all homeowners assisted. Homeowners shall be monitored from on a semi-annual basis toassure continued compliance with the terms ofthe Loan Documents, Loan Servicing: The City Of Miami's Department of Housing and Community Developmentshall provide all loan servicing, Le. monthly billing and collection, maintaining current property insurances, tracking delinquencies, providing all required reporting, etc. City Acquisition ofLand Program Summary Program Description: Funding under this strategy will be used by the City of Miami to acquire buildable vacant parcels of land suitable for the development of mixed use/mixed income affordable rental o/ homeownership developments/ units to be built by the City ofMiami orbyorganizations that have been procured through a competitive request for proposa|u(RFP) process. Development financing for projects that have been selected through an RFP process, nhoU be the responsibility of the Deve|opmont/OwnerOrganization. If partial funding is provided by the City of Miami, it shall be in accordance with the specifications detailed inthe RFP. Maximum Award: Funding for projects developed by the City of Miami shall come from any Federal, State, and/or local sources available to the City, and shall be determined based upon the needs and structure of the proposed development. City Funding Sources: City ofMiami General Obligation Bond, Home Investment Partnership Program (HOME), State Housing Partnership Program (SHIP), Community Development Block Grant (CDBG), Affordable Housing Trust Funds (AHTF) and other sources offunding that may become available to the City. Any additional funding provided to the development will he in accordance with the terms of the particular ytrateOy, that is, New Rental Construction or Homeownership Development Strategies. Development Type: Mixed income and mixed -use multifamily rental apartment bUilding(s) of 5 or more units, containing, units cfvarious sizes, with or without common amenities and, single family development of 5 or more homeownership units. Project designs and specifications in compliance with City ofMiami planning and zoning requirements. Building construction incompliance with City ofMiami and Florida Building Codes. Income levels served: Proposed developments shall serve Extremely Low, Very Low, Low and Workforce level incomes. {nproportions aswill beenumerated inthe Request for Proposals, Development ownership; Private fee simple or leasehold ownership through For -Profit or Not -For -Profit corporations solely or through Partnerships, OR City ofMiami owned. Preference will be given to non-profit Land -trust so as to make the units permanently affordable. Compliance: The City of yWiumYo Department of Housing and Community Development shall be responsible for the contractual/regulatory compliance of all developments assisted, Annual compliance monitoring shall be conducted by City staff that will review project rent rolls, leases, tenertincomefi|es, financial statements,current operational licenses and certificates, annual Inspection of units, etc. Loan Servicing: The City of Miami's Department of Housing and Community Development shall provide all loan servicing, iw.monthly billing and collection, maintaining current property insurances, tracking delinquencies, providing all required reporting, etc. Affordable Homeownership Strategy Program Summary Program Description: . Provides construction and permanent financing toassist in part with the development of affordable single family units, towohomex, twin homes, and condominium units to be sold to, eligible individuals or families with incomes not toexceed 140Y6ufAreal Median Income (AM|) Maximum Award: The Maximum total amount of City of Miami financing shall not exceed $50,000 per unit City Funding Sources; City of Miami General Obligation Bond, Home Investment Partnership Program (HOME), State Housing Partnership Program (SHIP), Community Development Block Grant (CD8G), Affordable Housing Trust Funds (AHTF) and other sources of funding that may become available to the City, Citvfunding Uses: Funds may be used for land acquisition, development soft cost, financing costs, hard construction costs and may upon the completion of the construction of the unit, partially or entirely serve as a pass -through permanent loan tothe eligible buyer ofthe completed unit. City Funding Loans/Terms: The following loan types and terms may be used: 1. Deferred Payment Loan: No debt service payments required. Homeowner must maintain occupancy as primary residence for a period of3Oyears (affordability period). Failure to comply will result in the full repayment of principal and default interest rate. Sale or transfer of the units within the affordability period shall result in the full payment of the loan. Other restrictions or provision may be imposed. Loan will be forgiven upon the completion ofthe affordability period. 2. Principal and InterestAmortizoble Loons: Principal and Interest payments based on an amortization of 30 years, payable monthly until maturity at on interest rate not to exceed 394 determined on the ability of the buyers payment cmpacMy. Sale or transfer prior to the affordability period will result in the full repayment of principal plus interest. 0therreotMctiunsmaybeimpoued. City Funding Availability Process: City funds shall bemade available through aRequest for Proposals (RFP)toinclude pre- determined requirementspertainingtothecopadtyofthedeve|npmentteam,abi||h/cfthedeve|npmenttnproosed|o atimely manner, availability ofall project funding, location ofproject, leveraging requirements, number nfunits, total city assistance per unit, types of units, energy efficiency, target income market addressed, etc, Projects will be selected on the basis ofmpoint scoring system. City construction funding shall be secured and enforced by a Mortgage, Restrictive Covenant, Note, Disbursement Agreement, Regulatory Agreement, City Permanent/Pass through loan to the buyer shall be secured by a Mortgage, Note, and Restrictive Covenant. Development Funding Leveraging: Project funding leveraging shall be the responsibility of the Owner and may include funding from private banking institutions, State of Florida, Miami -Dade County Surtax, etc, Development Type: Single family homes attached townhomes, twin homes and condominium buildings, Development Ownership: Private fee simple or leasehold ownership through For -Profit orNot-For-Profitcorporations solely orthrough Partnerships. Compliance: The City ufMiami's Department ofHousing and Community Development shall be responsible for the contract u a I/regu latory compliance of all developments assisted, Homeowners shall be monitored on a semi-annual basis to assure continued compliance with the terms of the Loan Documents. Loan Servicing: The City of Miami's Department of Housing and Community Development shall provide all loan servicing, Le. monthly billing and collection, maintaining current property insurances, tracking delinquencies,providing all required reporting, etc. Affordable Rental Housing Preservation Strategy Program Summary Program Description: Provides construction and permanent financing to assist in part with the rehabilitation/preservation ofexisting affordable multifamily enta|pnojectz.[ityaobtadunhswiUbeequiredtoprovida 2O%ofthe assisted units for Extremely Low Income (30%AK4|), and D0%ofthe assisted units for Low Income (80Y6AK4|) All unassisted units shall not berestricted, Maximum Award: The Maximum total amount of City of Miami financing shall not exceed the lesser of $1M or 25% Loan to Cost (LTC) of rehabilitation, on projects containing 20 or more total units and the lesser of $1 or 50% LTC on projects containing less than 20to1a| units. City Funding Sources: City ofMiami General DbU8odon Bond, Home Investment Partnership Program (HOME), State Housing Partnership Program (SHIP), Community Development Block Grant (CDBG), Affordable Housing Trust Fonda (AHTF)and other sources uffunding that may become available tothe City. City funding Uses: Funds may be used for soft cost and hand rehabilitation costs, and permanent financing upon construction completion. City Funding Luono/Tennm: The following loan type and terms may beused: 1. Deferred Payment Loon: No debt service payments required, Property must maintain the required affordability structure for a period of3Oyears. Failure tncomply will result in the full repayment ofprincipal and an agreed upon default interest rate. Full repayment of principal at the 30 year maturity. 2. Interest Only Loon: Interest only payments at up to 3% interest rate, payable monthly until maturity or pre- determined period. All principal and interest due at maturity. Loan maturity for a period up to 30 years. City Funding Availability Process: City funds shall be made available on a first come first served basis, for eligible multifamily building inthe City ofMiami. City funding shall be secured and enforced by Mortgage, Restrictive Covenant Note, Disbursement Agreement, Regulatory Agreement, Rental Agreement, etc. Development Funding Leveraging: Project funding leveraging shall be the responsibility of the Owner and may include funding from private banking institutions, State ofFlorida, Miami -Dade County, Private investment, other City ofMiami funding, etc. Development Type: Multifamily rental apartment building(s) of 5 or more units, containing, units of various sizes, with or without common amenities. Project designs and specifications in compliance with City of Miami planning and zoning requirements. Building construction in compliance with City of Miami and Florida Building Codes. Development Ownership: Private fee simple or leasehold ownership through For -Profit orNot'For-Profitcorporations solely orthrough Partnerships, Compliance: The City ofMiami's Department ofHousing and Community Development shall be responsible for the contractual/regUlatory compliance of all developments assisted, Annual compliance monitoringshall be conducted byCity staff that will review project rent rolls, leases, tenant income files, financial statements, current operational licenses and certificates, annual inspection of units, etc, Loan Servicing: The City of Miami's Department of Housing and Community Development shall provide all loan servicing, Le. monthly billing and collection, maintaining current property insurances,tracking delinquencies, providing all required reporting, etc. Affordable New Construction Rental Strategy Program Summary Program Description: Provides construction and permanent financing to assist in part with the development of affordable multifamily rental projects containing units affordable toExtremely Low Income (EU),Very Low |ncnme(V1|), Low Income (U) and VVorNbn:e development (VVF) income levels individuals and families. Maximum Award: The maximum total amount of City of Miami financing shall not exceed the lesser of $2M or 20% Loan to Cost (LTC) on projects containing 20 or more total units and the lesser of $1M or 40% LTC on projectscontaining less than 20tota| units. City Funding Sources: City ofMiami General Obligation Bond, Home Investment Partnership Program (HOME), State Housing Partnership Program (SHIP), Community Development Block Grant (CDBG), Affordable Housing Trust Funds (AHTF)and other sources uffunding that may become available 10the City. City funding Uses: Funds may be used for land acquisition, development soft cost, financing costs, hard construction costs, and permanent financing upon construction completion. City Funding Lomns/Tenns:The following loan type and terms may beused: I. Deferred Payment Loan: No debt service payments required. Property most maintain the required affordability structure for a period of 30 years. Failure to comply will result in the full repayment of principal and an agreed upon default interest rate, Full repayment of principal at the 30 year maturity. 2. Interest Only Loan: Interest only payments at up to 3% interest rate, payable monthly until maturity. All principal and interest due at maturity. Loan maturity can be set for a period up to 30 years. 3. Principal and Interest Amortizable Loans: Principal and Interest payments based onanamortization uf1Sto3D years, payable monthly at a rate ofupto39, until maturity. Loan maturity can be set for a period ofupto 30 years. CltyFundng AooUa6UltyProuess: City funds shall bemade available through aRequest for Proposals (RFP)toinclude pre- determined requiremen|zpertainin8totheoapucityofthedeve|opmentteam,mbUhYuffhedeve|opmmnttopruueedin a timely manner, availability of all project funding, location of project, leveraging requirements, number of units, total city assistance per unit, types of units, energy efficiency, etc. Projects will be selected on the basis of a point scoring system. City funding shall be secured and enforced by a Mortgage, Restrictive Covenant, Note, Disbursement Agreement, Regulatory Agreement, Rental Agreement, etc, Development Funding Leveraging: Project funding leveraging shall be the responsibility of the Owner and may include funding from private banking institutions, State of Florida, Miami -Dade County, Private investment, etc. DmvebnpmentTypm: Multifamily rental apartment building(s) of 5 or more units, containing, units of various sizes, with or without common omendi«m. Project designs and specifications in compliance with City of Miami planning and zoning requirements. Building construction in compliance with City of Miami and Florida Building Codes. Development Ownership; Private fee simple or leasehold ownership through For -Profit or Not -For -Profit corporations solely orthrough Partnerships, Compliance: The City of Miami's Department of Housing and Community Development shall be responsible for the contractual/regulatory compliance of all developments assisted. Annual compliance monitoring shall be conducted by City staff that will review project rent rolls, leases, tenant income files, financial statements, current operational licenses and certificates, annual inspection ofunits, etc. Loan Servicing: The City of Miami's Department of Housing and Community Development shall provide all loan servicing, Le. monthly billing and collection, maintaining current property insurances, tracking delinquencies, providing all required reporting, etc, SUBSTITUTED. Composite Exhibit A - P CITY OF MIAMI INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members DATE: December 4, 2018 of the City Commission SUBJECT: Declaration Intent - Miami Forever B d Program - First Tra,che of Projects The City Commission adopted a resolution on July 27, 2017 calling ar a bond referendum special election for the purpose of submitting to the electorate the Miri Forever Bond Program. On November 7, 2017, the voters of the City of Miami approved thbond referendum in the amount of $400 million. The Administration is proposing a list of p gjects for the First Tranche Series A and B as described below (or bond issuance) as developed with City Commissioners and other forms of input as indicated in the Project List and Affo able Housing Bond Strategies attached to this memorandum. The Administration is requesting approval to beg' the process of issuing taxable and tax-exempt general obligation bonds payable from ad valo em taxes provided that the capital projects debt millage not exceed the rate of 0.5935 mil . in accordance with the above -referenced bond referendum. These bonds will be used to eimburse the City for funds advanced by the City for certain expenses incurred with respect capital projects to be undertaken; • to reduce flooding risks, e to improve stormwater in astructure, • to improve affordable .using, economic development, parks, cultural facilities, streets, and infrastructure, a • to enhance public ; ety within the City's limits All as indicated in Exh' a it A attached to this memorandum. The Guiding The es of this Bond Program are: Safety, Wellness and Quality of Life, Equity, Economic Ret n, and Modernization. The established vision of this Bond Program is to orchestrate . deliberate and objective project selection process, by expertly assessing Citywide requireme s and citizen input, and optimize all available resources to create a stronger, more innovateo and resilient future for Miami. The ir t tranche is intended. to have an immediate impact. Then, the City expects to gain mg mentum by completing the already -underway Stormwater Master Plan and the already- mderway Affordable Housing Plan to be used for future tranches moving toward long-term SUBSTITUTED. Composite Exhibit A - Page 2 rust: m� Declaration OfIntent — Miami Forever Bond Program First TranoheofProjects Decgrnber4`2Ol8 solutions and matching funding from all available sources. The first tranche is expected to h a Series focusing on Infrastructure and a Series B focusing on Affordable Housing. The entire Miami Forever Bond Program is authorized in the following categories: m Roadways — total $23million ofthe $4D0million � Parks and Cultural Facilities —total $78million ofthe $4OOmillion Public Safety —total $7 million of the $400 million 0 Sea Level Rise and Flood Prevention —total $192 million of the $401 illion 0 Affordable Housing and Economic Development — total $100 million of the $400 million ^/ ve The first tranche of the Miami Forever Bond Program is proposed j, each category and series: ° Series Roadways —$7,59K]1O2 ° Parks and Cultural Facilities —$26,348,229 * public Safety —$42O,O0O 0 Sea Level Rise and Flood Prevention — 1'10,294,928 a Series the following amounts in Should you have any questions, please, contact Christopher Rose, Budget Director, at (305)416-1500. Attachments SUBSTITUTED. Composite Exhibit A - Page 3 Composite Exhibit A (continued): Project List Category Projects Series A Project B# Bond Fund g Roads Very Poor Condition Roads, Phase 1- Outside Priority Drainage Basins TBD $ ,590,182 Parks Alice Wainwright Park Seawall and Resiliency 40-B40454C $2,650,000 Parks Antonio Maceo Boat Ramp and Dock Renovations 40-B17357 $79,929 Parks Armbrister Park Community Center Design TBD $400,000 Parks Bay of Pigs Park 40-B183526 % $310,000 Parks Bryan Park Playground Renovations and Park Enhancements TBD $650,000 Parks City-wide Parks Access and Mobility Renovations TV. $2,212,000 Parks City-wide Parks Playground Renovations BD $2,788,200 Parks City-wide Parks Roofing Reconstruction TBD $655,400 Parks Coral Way Park Expansion and Enhancements TBD $925,000 Parks Curtis Park Community Center Design TBD $400,000 Parks Douglas Park Community Center 40-B40581 $1,000,000 Parks Legion Park Boat Ramp 40-B40510 $263,000 Parks Legion Park Building 40-840510A $825,000 Parks Moore Park Gym Design and Construction TBD $6,800,000 Parks Morningside Park Pool Design and Permitting TBD $600,000 Parks New Park at 2200 SW 9th Ave & 910 SW 22nd Rd TBD $1,000,000 Parks New Park at 3699/3701 SW 1st Ave TBD $1,200,000 Parks PBA/Fern Isle Park Enhancements 40-B40543 $244,700 Parks Riverside Park Renovations and Enhancements TBD $995,000 Parks Spring Garden Point Park 40-B40566 $850,000 Parks West End Park Master Plan, Pool Design and Enhancemy is 40-B183505 $500,000 Public Safety Fire Facilities Resiliency Project (FS10) - Design TBD $420,000 SLR&FP Brickell Bay Drive Design Criteria Package TBD $1,000,000 SLR&FP Fairview Flood Mitigation 40-B30737 $1,800,000 SLR&FP Immediate Flood Control: install Backflow ,.Ives (Phase 1) TBD $2,457,000 SLR&FP Improve Drainage Outside of Priority Dr A inage Basins (Phase 1) TBD $2,300,000 SLR&FP Jose Marti Park Flood Mitigation Stu and Design TBD $940,000 SLR&FP NW 17th Street from NW 27th Ay to NW 32nd Ave - Road & Drainage Construction 40-B183611 $1,797,928 Projects Series B Housing Affordable Housing and Ecs omic Development TBD $8,000,000 Housing Construction and Perm., ent. Financing: MLK Residences TBD $2,000,000 Housing Construction and Per anent Financing: Liberty Renaissance TBD $1,000,000 Housing Home Ownership 'reservation / Single Family Home Rehabilitation TBD $4,000,000 Total $58,653,339 SUBSTITUTED. Affordable Workforce New Rental Strategy Program Summary Program Description; Provides construction and permanent financing to assist in part with the deve|o affordable multifamily rental projects containing units affordable to Workforce development (WF) inc individuals and families (up to 140% AMI). entof me levels Maximum Award., The maximum total amount of City of Miami financing shall not exceed the orZ0%Loan to Cost (LTC) on projects containing 20 or more total units and the lesser of $1M or 40% LTC on pro',cts containing less than 20 total units, City Funding Sources, City of Miami General Obligation Bond, Affordable Housing Trust Fund,,'(AHTF) and other eligible sources of funding that may become available to the City, City funding Uses, Funds may be used for land acquisition, development soft cost, financ* g costs, hard construction costs, and permanent financing upon construction completion. City Funding Loons/Tarmy: The following loan types and terms may beused: 1. Interest Only Loan: Interest only payments at an agreed upon intere/ rate, payable monthly until maturity or pre -determined period, All principal and interest due at maturity. ,*an maturity can be set for a period up to 30 2. Principal and Interest Amortizable Loans: Principal and |nt based ouanamortization of15to3D years, payable monthly until maturity. Loan maturity can be,�eit for a period of up to 30 years. City Funding Availability Process: City funds shall bo made avail,;* le through determined requirements pertaining to the capacity of the d-. elopment team, ability of the development to proceed in a timely manner, availability of all projectfunding, location t" project, leveraging requirements, number of units, total city assistance per unit, types of units, energy efficiency, etc, �rojects will be selected on the basis of a point scoring system, City funding shall be secured and enforced by a Mertgage, Restrictive Covenant, Note, Disbursement Agreement, Regulatory Agreement, Rental Agreement, etc. Development Funding Leveraging: Project fun#" g leveraging shall be the responsibility of the Owner and may include funding from private banking institutions, 5tat�, ufF|ndda, Miami -Dade County, Private 'investment, etc ' Development Type: Multifamily rental a 'mentbuiNin0(s)of5ovrnnreunits,conta|ning,unitoofvahnuaybea with or without common omenhdes. Project d-�48no and specifications in compliance with City of Miami planning and zoning requirements. Building construction i ''compliance with City ofMiami and Florida Building Codes. Development Ownership: Privu fee simple orleasehold ownership through For -Profit orNot-For-Profitcorporations solely or through Partnerships. Compliance: The City of'iamb Department of Housing and Community Development shall be responsible for the contractual/regulatory all developments assisted. Annual compliance monitoring shall be conducted by City staff that will review p,oject rent rolls, leases, tenant income files, financial statements, current operational licenses and certificates, annual i opect|unofunits, etc, LnanSenjdn:: e City of Miami's Department of Housing and Community Development shall provide all loan servicing, Homeownership Preservation Strategy Program Summary Program Description: Provides rehabilitation assistance to City of Miami homeowners, with repairs necessary!'."hng|ng the home to decent, safe and sanitary conditions, as well as to include materials and methods that harden U.- property to better withstand natural weather occurrences as well as to maximize the energy efficiencies of the home, , "he program will assist Extremely Low Income (ELI), Very Low Income (VLI), Low Income (LI) level individuals and famille .,-.'nd Workforce (WF) income levels. Maximum Award: The maximum total amount of City of Miami financing shall not exceed $50,000'ser home. City Funding Sources: City ofMiami General Obligation Bond, State Housing Partnership P (SHIP), Community Development Block Grant (CDBG), Affordable Housing Trust Funds (AHTF) and other sources 4f funding that may become available to the City, City funding Uses. Funds may be used for soft and hard construction costs. Upon converted into apermanent loan for aperiod of1Oyears (affordability period). City Funding Loans/Terms: The following loan types and terms may be used: ompletion the assistance shall be 1 Deferred Payment Loan: No debt service payments nsquired. Pro vi4ty must maintain the required affordability at/uctuefnra period of lOyeao. Failure to comply will result ',,'the full repayment of principal and an agreed upon default interest rate. Full repayment of principal at the Oyoa/ maturity. The homeowner must maintain occupancy in the home as their primary residence for the pe od of affordability, or otherwise full payment of the principal will bedue. l Principal and Interest Amortizable Loans: Principal and //terestpayments based ononamortization of1Oyears, payable monthly until maturity, at a rate of interest u,,o to 3%, based on the income and payment capacity of the homeowner, City Funding Avo|kabUkv Process: City funds shall br made available on a first come first served basis, for eligible homeowners in the City of Miarni. City funding shall te secured and enforced by a Mortgage, Restrictive Covenant and Unit Funding Leveraging: Project funding from other City of Miami, Miami Dads, State of Florida rehabilitation programs, as well as a 1/' other sources available for this purpose. Unitsasoiste : Single family homes, 10 nhomes, twin homes and condominiums. Ownership: Private fee simple of pf,mary residence ofeligible property owners, ' ' ' Compliance: The City of Mia Department of Housing and Community Development aheU be responsible for the contractual/regulatory comp,/ noeofoUh^menvvnenassbted.HomeownemshaUbemonhored6omonaspmi-annua| basis toassure continued .4mpUencawith the terms ofthe Loan Documents, Loan Servicing: The Oof Miami's Department ofHousing and Community Development shall provide all loan servicing, City Acquisition ofLand Program Summary SUBSTITUTED. Program Description: Funding under this strategy will beused bythe City ofMiami tuacquire buildable vacant parcel of land suitable for the development of mixed use/mixed income affordable rental or homeownership development units to be built by the City of Miami or by organizations that have been procured through a competitive request o proposals (RFP) process. Development financing for projects that have been selected through an RFP process, shall be the the Development/owner Organization. If partial funding is provided by the City of Miami, it shall be in accordalce with the specifications detailed in the RFP. Maximum Award: Funding for projects developed by the City of Miami shall come from any Federal sources available to the City, and shall be determined based upon the needs and structure of the pr ate, and/or local osed development. City Funding Sources: City of Miami General Obligation Bond, Home Investment Partneoh OME), State Housing Partnership Program (SHIP), Community Development Block Grant (O}8G), Affor ableHousing Trust Funds (AHTF) and other sources of funding that may become available to the City. Any odd funding provided to the will be in accordance with the terms of the particular utro1e8y, � that iNew Rental Construction o, Homeownership Development Strategies. Development Type: Mixed income and mixed -use multifamily rental apartment bLI'ding(s) of 5 or more units, containing, units ofvarious sizes, with orwithout common amenities and, | family d |opmertof5ormore homeownership units. Project designs and specifications in compliance with City ofMiami p/nning and zoning requirements. Building construction in compliance with City of Miami and Florida Building Codes. Income levels served: Proposed developments shall serve Extremely L In proportions as will be enumerated in the Request for Proposals. w4Very Low, Low and Workforce level incomes, Development Ownership: Private fee simple or leasehold own" ship through For -Profit or Not -For -Profit corporations solely or through Partnerships, OR City of Miami owned. Prefe,,ence will be given to non-profit Land -trust so as to make the units permanently affordable. Compliance: The City of Miami's Department of Hous' gand Community Development shall be responsible for the contractual/regulatory compliance ofall development assisted. Annual compliance monitoring shall beconducted byCity staff that will review project rent rolls, leases, tena income files, financial statements, current operational licenses and certificates, annual inspection of units, etc, Loan Servicing: The City ofMiami's Departm tofHousing and Community Development shall provide all loan servicing, ie.monthly billing and collection, maintain' gcurrent property insurances, tracking delinquencies, providing all required SUBSTITUTED. Affordable Homeownership Strategy Program Summary Program Description: Provides construction and permanent financing to assist in part with of affordable single family units, townhomes, twin homes, and condominium units to be sold to, eligible ln,,viduals or families with incomes not to exceed 140% of Areal Median Income (AM I) Maximum Award: The maximum total amount of City of Miami financing shall not exceed $50,000 per ni City Funding Sources: City of Miami General Obligation Bond, Home Investment Partnership P gram (HOME), State Housing Partnership Program (SHIP), Community Development Block Grant (CDBG), Afhorda e Housing Trust Funds (AHTF) and other sources of funding that may become available to the City, City funding Uses: Funds may beused for land acquisition, development soft cost, 0nan 'costs, hard construction costs and may upon the completion of the construction of the unit, partially or entirely serve . a pass -through permanent loan to the eligible buyer ofthe completed unit. City Funding Lmans/Tenny: The following loan types and terms may beused: 1. Deferred Payment Loan: No debt som|ua payments required. Home,.-,' ner must maintain occupancy as primary residence for a period of3O years (affordability period). Failure -* comply will result in the full repayment of principal and default interest rate. Sale ortransfer ofthe units '��hinthe affondobUitypedodshaUmsu|tinthe full payment of the loan. Other restrictions or provision ion ^4be imposed. Loan will be forgiven upon the completion of the affordability period, 2. Principal and InterestAmortimble Loans: Principal and ln,�rest payments based on an amortization of 30 years, payable monthly until maturity at an interest rate no''"o exceed 39, determined on the ability of the buyers payment capacity, 6u|e or transfer prior to the afforrabUity period will result in the full repayment of principal plus interest. Other restrictions may beimposed, City Funding Availability Process: City funds shall benl-6eavailable through uRequest for Proposals (RfP)toinclude pre- determined requiremenispmrtainingtotheoupac *f the developmentteam, ability ufthe development toproceed in a timely manner, availability of all project funding, .,*cation of project, leveraging requirements, number of units, total city assistance per unit, types of units, energy efficle , y, target income market addressed, etc. Projects will beselected onthe basis of a point scoring systern. City construction funding shall be secure,/and enforced by a Mortgage, Restrictive Covenant, Note, Disbursement Agreement, Regulatory Agreement, City P� manent/Pass through loan to the buyer shall be secured by a Mortgage, Note, and Restrictive Covenant, Develo*ment Fundin- Levera-in : mroject funding leveraging shall be the responsibility of the Owner and may include funding from private banking ins 1.*,utions, State of Florida, Miami -Dade County Surtax, etc. Development Type- Single montOwnec6| solely orthrough Part Compliance: The toassure con ily homes attached townhomes, twin homes and condominium buildings, Private fee simple or leasehold ownership through For -Profit or Not -For -Profit corporations ships. ity of Miami's Department of Housing and Community Development shall be responsible for the atory compliance of all developments assisted. Homeowners shall be monitored on a semi-annual basis huedcompliance with the terms ofthe Loan Documents. Loan Ser,,,,'cin:: The City of Miami's Department of Housing and Community Development shall provide all loan servicing, Le, morIlly billing and collection, maintaining current property insurances, tracking delinquencies, providing all required repo ing, etc. SUBSTITUTED. Affordable Rental Housing Preservation Strategy Program Summary Program Description: Provides construction and permanent financing to assist in part /Ith the rehabilitation/preservation of existing affordable multifamily rental projects. City assisted units will be requiretto provide 20 % of the assisted units for Extremely Low Income (30% AMI), and 80% of the assisted units for Low Inco (80%AK4|) All unassisted units shall not be restricted. Maximum Award: The maximum total amount of City of Miami financing shall not exceed the lesse to Cost (LTC) of rehabilitation, on projects containing 20 or more total units and the lesser of $ containing less than 20 total units. 50% LTC on projects f$11VIor2S%Loan City Funding Sources: City nfMiami General Obligation Bond, Home Investment Partn (HOME), State Housing Partnership Program (SHIP), Community Development Block Grant ([D8G),A 'rdab|e Housing Trust Funds (AHTF) and other sources of funding that may become available to the City. City funding Uses: Funds may be used for soft cost and hard rehabilitation c ts, and permanent financing upon construction completion. Citv Funding Loans/Terms: The following loan type and terms may be used: 1. Deferred Payment Loon: No debt service payments required. Pra' erty must maintain the required affordability structure for a period of 30 years. Failure to comply will resu./in the full repayment of principal and an agreed upon default interest rate. Full repayment o[principal atth-/'0year maturity. 2. Interest Only Loan: Interest only payments at up to 396 �leest rate, payable monthly until maturity or pre- determined period. All principal and interest due at ma j rity. Loan maturity for a period up to 30 years, City Funding Availability Process: City funds shall be m,de available on a first come first nemaJ basis, for eligible mNtKami|yhui|dinQintheChyofK8iami.Cityfundingsha'bexecuredandenhzrcedbyaMortgage,RatdotiveCovenant Note, Disbursement Agreement, Regulatory Agreemen .,"Rental Agreement, etc, Development Funding Leveraging: Project fundint leveraging shall bethe responsibility ofthe Owner and may include funding from private banking institutions, State of Florida, Miami -Dade County, Private investment, other City of Miami funding, etc, Deve|upmentType: Multifamily rental ap-rtment building(s) of 5 or more units, containing, units of various sizes, with or without common amenities. Project d?x and specifications in compliance with City of Miami planning and zoning requirements. Building construction i - compliance with City of Miami and Florida Building Codes. Development Ownership: Priva,,i fee simple or leasehold ownership through For -Profit or Not -For -Profit corporations solely orthrough Partnerships. Compliance: The City of /bmYs Department of Housing and Community Development shall he responsible for the conLeotuel/negu|atoryc*/ pliance of all developments assisted, Annual compliance monitoring shall be conducted by City staff that will review p"oject rent rolls, leases, tenant income files, financial statements, current operational licenses and certificates, annual iropectionofunits, etc, Loan Sem|dn,..'eCity ofMiami's Department ofHuusirgandCommunm/DevelopmentuhaUpmvideaUkanaervicing, Le. monthly W ing and collection, maintaining current property insurances, tracking delinquencies, providing all required reporting, e/ . Affordable New ConstructionReDtal Strategy SUBSTITUTED. Program Summary Program Description: Provides construction and permanent financing to assist in part with the development of affordable multifamily rental projects containing units affordable to Extremely Low Income (ELI), Very Low Income (VLI Low Income (LI) and Workforce development (WF) income levels individuals and families. Maximum Award: The maximum total amountofCityofK8iamifinumdn0shaUnotexoeedtho|esoerof$2N1 or 21Yo Loan to Cost (LTC) on projects containing 20 or more total units and the lesser of $1M or 40% LTC on projects cont,"ning less than 20 total units. City Funding Sources: City of Miami General Obligation Bond, Home(HOME), State Housing Partnership Program (SHIP), Community Development Block Grant (CD8G), Affordable Ho/sing Trust Funds (AHTF) and other sources of funding that may become available to the City, City funding Uses: Funds may be used for land acquisition, development soft cost, financing cost ..,'hard construction costs, and permanent financing upon construction completion. City Funding Loans/Terms: The following loan type and terms may be used: 1. Deferred Payment Loon: Nndebt service payments required, Property mus'maintain the required affordability structure for aperiod of3Uyears, Failure tocomply will result inthe ofprincipal and onagreed upon default interest rate. Full repayment ofprincipal atthe 3Oyear ma~hty. 2. Interest Only Loon: Interest only payments at up to 3% interest rate, p.4yable monthly until maturity. All principal and|ntexeutdueetmaturity.Loanmeturitycanbeaetformpedod4*to3Oyean. l Principal and Interest Amortizable Loans: Principal and Interest p,;'Yments based on an amortization of 15 to 30 years, payable monthly at a rate ofupto 3%, until maturity. ,aan maturity can be set fora period of up to 30 City Funding Availability Process: City funds shall be made availa* e through a Request for Proposals (RFP) to include pre- determined requirements pertaining to the capacity of the de,,-Iopment team, ability of the development to proceed in a timely manner, availability of all project funding, location o.,troject, leveraging requirements, number of units, total city assistance per unit, types of units, energy efficiency, etc. P,ejects will be selected on the basis of a point scoring system. City funding shall be secured and enforced by a Mo,'gage, Restrictive Covenant, Note, Disbursement Agreement, Regulatory Agreement, Rental Agreement, etc. Development Funding Leveraging: Project fud leveraging shall bethe responsibility ofthe Owner and may include funding from private banking institutions, State *f Florida, Miami -Dade County, Private investment, etc. Development Type: Multifamily rental ap /menthuik1ing(s)of5ormore units, containing, units ofvarious sizes, with or without common amenhies. Project de '8ns and specifications in compliance with City of Miami planning and zoning requirements. Building construction |n ompUancewith City ofMiami and Florida Building Codes. Development Ownership: Privat solely orthrough Partnerships. ee simple or leasehold ownership through For -Profit or Not -For -Profit corporations Compliance: The City of /amys Department of Housing and Community Development ohoU be responsible for the co/¢radual/reQu|atoryco/ pUan000fall developments assisted, Annual compliance monitoring shall beconducted byCity staff that will review p4jectrent rolls, leases, tenant income files, financial statements, current operational licenses and certificates, annual 'nt| f units, c , /pe onn un ,eto. Loan Servicing: ' e City of Miami's Department of Housing and Community Development shall provide all loan servicing, i.e. monthly bi ing and collection, maintaining current property insurances, tracking delinquencies, providing all required mporting,e City of Miami Legislation Resolution: R-19-0111 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 FOREVER LIMITED AD VALOREM CAPITAL PROGRAMS BONDS") AND FOR City of Miami Page 1 of 20 File ID: 5385 (Revision: A) Printed On: 5/29/2019 File ID: 5385 Enactment Number: R-19-0111 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 maximum rate allowed by law, payable from ad City of Miami Page 2 of 20 File ID: 5385 (Revision: A) Printed on: 5/29/2019 File ID: 5385 Enactment Number: R-19-0111 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; LI 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 not to exceed total maximum principal amount of Fifty Eight Million Six Hundred Fifty Three City of Miami Page 3 of 20 File ID: 5385 (Revision: A) Printed on: 5/29/2019 File ID: 5385 Enactment Number: R-19-0111 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 2019E 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 2019E 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 taxable form in the total aggregate principle amount of not exceeding Fifteen Million Dollars and City of Miami Page 4 of 20 File ID: 5385 (Revision: A) Printed on: 5/29/2019 File ID: 5385 Enactment Number: R-19-0111 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 VII 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: 5/29/2019 File ID: 5385 Enactment Number: R-19-0111 in a sale by private placement to sophisticated investors for the Series 2019E 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 2019E 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 2019E 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 2019E (Miami Forever Capital Programs Affordable City of Miami Page 6 of 20 File ID: 5385 (Revision: A) Printed on: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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,' 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,' 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,' 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: 5/29/2019 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: 5/29/2019 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 2019E 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 2019E 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: 5/29/2019 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: endez, ity Attorne3/28/2019 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: 5/29/2019 City of Miami Legislation Resolution: R-19-0062 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 5384 Final Action Date: 2/14/2019 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE AND VALIDATION OF AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING FOUR HUNDRED MILLION DOLLARS ($400,000,000.00) IN ONE OR MORE SEPARATE SERIES OF CITY OF MIAMI, FLORIDA ("CITY") TAX-EXEMPT AND TAXABLE MIAMI FOREVER LIMITED AD VALOREM TAX BONDS 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, STREETS AND INFRASTRUCTURE, AND TO ENHANCE PUBLIC SAFETY WITH INTEREST PAYABLE AT RATES NOT TO EXCEED THE MAXIMUM RATE ALLOWED BY LAW (COLLECTIVELY, "MIAMI FOREVER LIMITED AD VALOREM TAX BONDS"); PROVIDING FOR THE LEVY AND COLLECTION OF SAID LIMITED AD VALOREM TAXES FOR PAYMENT OF THE MIAMI FOREVER LIMITED AD VALOREM TAX CAPITAL PROGRAMS BONDS PROVIDED THAT THE OVERALL CITY CAPITAL PROJECTS DEBT MILLAGE SHALL NOT EXCEED THE RATE OF 0.5935 AS APPROVED BY REFERENDUM VOTE ON NOVEMBER 7, 2017; DESCRIBING, PROVIDING FOR, AND AUTHORIZING IN FURTHER DETAIL FOR BOND VALIDATION OF (1) THE MIAMI FOREVER CAPITAL PROGRAMS APPROVED BY THE VOTERS, BALLOT PROCESSES, ELECTION RESULTS, AND ELECTION CERTIFICATION, ATTACHED AND INCORPORATED AS EXHIBITS "A" AND "B" AND (2) ISSUANCE OF AND THE GENERAL DETAILS FOR ALL SERIES OF ALL MIAMI FOREVER LIMITED AD VALOREM TAX CAPITAL PROGRAMS BONDS, INCLUDING BUT NOT LIMITED TO, PLEDGED REVENUES FOR THE REPAYMENT THEREOF, INTEREST RATES, CREDIT ENHANCEMENT, RESERVE FUNDS, DENOMINATIONS, NEGOTIATED OR COMPETITIVE PUBLIC OFFERINGS, AND PRIVATE PLACEMENT METHODS OF SALES, REGISTRATION, NOTICES, AND REDEMPTIONS; ALSO AS A SERIES RESOLUTION DESCRIBING, PROVIDING FOR, AND AUTHORIZING THE ISSUANCE IN FURTHER DETAIL FOR BOND VALIDATION OF THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING FORTY-THREE MILLION, SIX HUNDRED FIFTY-THREE THOUSAND, THREE HUNDRED THIRTY-NINE DOLLARS ($43,653,339.00) IN ONE (1) OR MORE SEPARATE SERIES OF CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS MIAMI FOREVER (INFRASTRUCTURE PROGRAM) TAX-EXEMPT SERIES 2019A ("SERIES 2019A INFRASTRUCTURE BONDS") TO FINANCE INFRASTRUCTURE PROJECTS, INCLUDING BUT NOT LIMITED TO, (1) THE PARTICULAR INFRASTRUCTURE PROJECTS TO BE UNDERTAKEN BY THE CITY AS GOVERNMENTAL PROJECTS OWNED AND OPERATED BY THE CITY AS DESCRIBED IN THE ATTACHED AND INCORPORATED EXHIBIT "C," (2) PROVIDING A SECONDARY SOURCE OF PAYMENT FOR SUCH MIAMI FOREVER INFRASTRUCTURE PROGRAMS 2019 BONDS FROM NON AD VALOREM REVENUES, (3) MAKING CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION THEREWITH, (4) DETERMINING THE PARTICULAR METHOD OF SALE, CREDIT ENHANCEMENT, IF ANY, RESERVE FUNDS, IF ANY, DENOMINATIONS, INTEREST RATE(S), (5) AUTHORIZING ALL REQUIRED City of Miami Page 1 of 19 File ID: 5384 (Revision: A) Printed On: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 ACTIONS BY THE CITY MANAGER, CITY ATTORNEY, CITY CLERK, AND ALL OTHER CITY OFFICIALS TO UNDERTAKE ALL NECESSARY STEPS IN CONNECTION WITH SAID 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, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, AND (6) 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; AND PROVIDING FOR SEVERABILITY AND 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, the Charter of the City of Miami, Florida, as amended ("City Charter"), and the 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 as 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 City 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 Authorization 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 Authorization 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 (1) 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 City of Miami Page 2 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 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 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 currently total outstanding One Hundred Seventy -Four Million Six Hundred Forty Thousand Dollars ($174,640,000.00) 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 or the declaration of the result thereof within sixty (60) days after the declaration of the results of the referendum; and City of Miami Page 3 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 WHEREAS, the City Commission finds, determines, and provides 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, tax-exempt or taxable, series of City of Miami Forever Limited Ad Valorem Tax Bonds (Miami Forever Capital Programs) (collectively, "Miami Forever Limited Ad Valorem Tax Bonds") by establishing 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 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 Programs) Taxable Series 2019B in the aggregate principal amount not exceeding Fifteen Million Dollars ($15,000,000.00) ("Series 2019B Affordable Housing 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," attached and incorporated (collectively, "Infrastructure Projects"), and in the separate Affordable Housing Programs Projects list set forth by separate Resolution (collectively, "Affordable Housing Projects"); and WHEREAS, on December 13, 2018, the City adopted Resolution No. R-18-0546, attached and incorporated as Exhibit "D" ("Intent to Reimburse Resolution"), 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; 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; and WHEREAS, findings and determinations required by Chapter 75, Florida Statutes, for Bond Validation for the Series Resolution for the Series 2019A Infrastructure Bonds are included herein below, and it is in the best interests of the City at this time for the City Commission (1) to authorize and direct the City Manager upon the future completion of such Bond Validation for the Series 2019A Infrastructure Bonds 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; (2) 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 City of Miami Page 4 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 the method of sale for such Series 2019A Infrastructure Bonds; and (3) 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, regarding the method of sale for the issuance of the Series 2019A Infrastructure Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Florida Constitution; Chapters 163 and 166, Florida Statutes, as amended; Part VI I of Chapter 159, Florida Statutes, as amended; the City Charter; the City Code; applicable City Resolutions; and other applicable provisions of law (collectively, "Act"). Section 2. Recitals, Determinations, and Findings. The recitals, determinations, and findings contained in the Preamble of this overall Resolution, the Master Resolution, and the 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 for Bond Validation regarding the Bond Referendum: 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, 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 the 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 amount not to exceed Four Hundred Million Dollars ($400,000,000.00) with City of Miami Page 5 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 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 to 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's General Municipal and Referendum Special Elections held on November 7, 2017 ("Bond Referendum"). B. Findings for Bond Validation regarding the overall Bonds and Capital Programs: a) The findings, determinations, and declarations contained in Subsection A of this Section 2 are adopted by reference and incorporated as if fully set forth in this Subsection. b) 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. c) 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, interest, charges, and requirements related thereto of voter approved indebtedness. d) 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. e) 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. f) 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 City of Miami Page 6 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 g) 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) pursuant to 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 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. 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. h) 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 and improving the City's response to emergencies resulting in minimized impact to its residents. 2) Wellness/Quality of Life: Preserve and enhance the City's reputation as a desirable place to live, work, and play. 3) Equity: Fairly distribute all benefits across the City and all income levels, maintaining the cohesiveness of the City's social fabric and diversity. 4) Economic Return: Consider costs and benefits, including but not limited to 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 the City into a smart city on the cutting edge of development and resilience. i) The City adopted Ordinance No. 13752 on March 22, 2018 establishing 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. j) 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, among other things, all or part of the costs of the first tranche Infrastructure Projects and Affordable Housing Projects ("First Tranche"). The City intends to issue for the taxable and tax-exempt Miami Forever Limited Ad Valorem Bonds for the First Tranche in the expected not to exceed total maximum principal amount of Forty -Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00). k) 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 City of Miami Page 7 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 of Infrastructure Projects and Affordable Housing projects ("Future Tranches"). The Future Tranches in the expected not to exceed 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). I) The City intends to finance roadway capital improvements to provide for a safe, convenient, effective, multimodal roadway system which is coordinated with future land use and provides for the mobility of people and goods. The objectives of the City are to reduce streets in disrepair, minimize traffic congestion, and enable traffic flow and multi -modal capacity. m) The City intends to finance parks' and cultural facilities' capital improvements to provide world -class parks and cultural facilities to the residents of the City. The objectives of the City are to replace capital assets that are past their useful life; replace and renovate park elements and facilities; improve the safety and accessibility of all parks and cultural facilities; and to reduce future maintenance costs. n) The City intends to finance public safety capital improvements to save lives and protect property while promoting the health and well-being of City residents. The objectives of the City are to minimize fire and rescue response and recovery time and improve facility resilience. o) The City intends to finance sea -level rise and flood prevention capital improvements to mitigate the most severe current and future effects of sea -level rise, flooding risks, and vulnerabilities through strategic infrastructure investments. The objectives of the City are to minimize flooding frequency, severity, duration, and impacts; protect critical infrastructure and high -use areas; and reduce financial and economic vulnerability. p) q) All of the capital projects and improvements to be financed by the Bonds are or will be included in the City's Capital Plan. All of the capital projects and improvements to be financed by the Bonds are currently owned, will be owned, or will have an established governmental interest by the City at the time proceeds of the related Series of Bonds are expended on the capital projects or improvements. For those Infrastructure Projects not owned by the City, the City will have a duly authorized and executed governmental interest, including, but not limited to, Maintenance Agreements, Joint Participation Agreements, Interlocal Agreements, Easements, and/or other necessary agreements or instruments at the time the proceeds of the Bonds are expended on the capital projects or improvements. Section 3. Master Resolution Provisions: The following provisions of this overall Resolution shall constitute Master Resolution provisions for all Series of the Bonds: A. Authority. This Master Resolution for all Bonds is adopted pursuant to the Act. B. Definitions. All capitalized undefined terms shall have the meaning as set forth in this Master Resolution, any Series Resolution, and the respective Bonds. In addition to City of Miami Page 8 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 the words and terms defined in the recitals to this Master Resolution, as used herein, the following terms shall have the following meanings herein unless the context otherwise requires: "Bond(s)" mean(s) collectively the not to exceed amount of Four Hundred Million Dollars ($400,000,000.00) of City of Miami Forever Limited Ad Valorem Tax Bonds to be issued in tax-exempt and/or taxable Series as provided herein. "Bond Fund(s)" mean(s) collectively such funds and accounts established by any Series Resolution for the repayment of any Series of Bonds. "Pledged Revenues" means (1) legally available Limited Ad Valorem Tax Revenues deposited into the Bond Fund(s) established by any Series Resolution(s) for each respective Series of Bonds in accordance with the Bond Referendum and in accordance with requirements of the pledged revenue structures of the then outstanding Homeland Defense Bonds; (2) to the extent necessary and to the extent pledged pursuant to any Series Resolution(s), any funds deposited into the Bond Fund established for each respective Series of Bonds by the City pursuant to a covenant to budget and appropriate; and (3) income received from the investments of monies deposited into the funds and accounts established by any Series Resolution(s) for each respective Series of Bonds. "Reserve Fund(s)" mean(s) collectively such funds and accounts established by any Series Resolution, if any, for deposits of funding for the reserves for repayment of any particular Series of Bonds. C. Purpose. For the purpose of paying for capital improvement projects 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 to exceed the maximum rate allowed by law, to be payable from ad valorem taxes to be levied on all taxable property in the City provided that the debt millage not exceed the rate of 0.5935, the Bonds shall be issued pursuant to the Act in one of more Series in accordance with the Bond Referendum. D. Denominations, Interest Rate(s), Registration. The Bonds shall be issued in the denomination of Five Thousand Dollars ($5,000.00) each or any integral multiple thereof as provided in the respective Series Resolution(s) for each Series of Bonds, shall bear interest at a rate or rates not exceeding the rate provided for at such time of issuance by Florida Statutes, shall be in such form, and shall be executed by such officers of the City in such manner as the City Commission shall provide by Series Resolution(s) adopted prior to the issuance of any Series of Bonds. The Bonds shall be issued as fully registered bonds consistent with applicable law at the time of issuance and as the City Commission shall provide by Series Resolution(s) adopted prior to the issuance of any Series of Bonds. E. Maturity, Series, Payment Dates. The principal of such Bonds is to be due and payable at such time or times not exceeding twenty-five (25) years from the date of issuance of each respective Series in accordance with the Referendum Authorization Resolution but not longer than the probable life of any capital improvement for which the Bonds are issued as established by the City Commission. The City Commission shall determine the capital improvement projects and the particular Series for any City of Miami Page 9 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 part of the Bonds hereby authorized to be issued. The City Commission shall establish or shall provide for the establishment of the payment date(s) for any particular Series of Bonds by Series Resolution(s) adopted prior to the issuance of any Series of Bonds. F. Methods of Sale of Bonds, Credit Enhancement, Reserve Funds. The City Commission may determine from time to time by Series Resolution(s) adopted prior to the issuance of any Series of Bonds, taking into account requirements at such time of Federal, State, and local laws and such financial circumstances of the City, (1) the method(s) of sale of any particular Series of Bonds and (2) may delegate such final determination(s) for method(s) of sale, credit enhancement, if any, and Reserve Fund(s) creations, if any, to the City Manager in accordance with advice from the City's Financial Advisor, Bond Counsel, Disclosure Counsel, City Attorney, CFO, Finance Director, and Budget Director. G. Levy of Ad Valorem Taxes for Payment of Bonds. For the prompt payment of the principal and interest on such Bonds, there shall be levied and collected annually, in accordance with all applicable laws, an ad valorem tax upon all taxable property within the City over and above all other taxes authorized to be levied by the City sufficient to pay such principal and interest on the Bonds as the same respectively become due and payable, provided that the capital projects debt millage rate shall not exceed the current rate of 0.5935. H. Security, Bond Not General Indebtedness. The Bonds shall not be deemed to constitute general obligations or a pledge of the full faith and credit of the City, the State, or any other political subdivision thereof within the meaning of any constitution, 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 and in the Bond Referendum, no holder of any Bond 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 Bonds or the interest thereon, nor shall any holder of any Bond be entitled to payment of such principal or and interest thereon 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 and as provided in any Series Resolution(s) for any particular Series of Bonds. The 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 and as provided in any Series Resolution(s) for any particular Series of Bonds. I. Controlling Law; Members, Officials, Agents, Representatives, and Employees Not Liable. All covenants, stipulations, and obligations 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 Florida 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 no City official or any other official executing the Bonds shall be personally liable on the City of Miami Page 10 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 Bond or this Master 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, representative, or employees thereof. J. Supplements and Amendments to this Master Resolution. The City Commission may determine from time to time by Series Resolution(s) adopted prior to the issuance of any Series Resolution(s) adopted prior to the issuance of any Series of Bonds to supplement or amend this Master Resolution in order to accomplish the issuance of the Bonds or as necessary in connection with the Bond Referendum for the purposes for which the Bonds are being issued or as necessary in order for compliance with applicable laws. K. Severability. If any section, part of a section, paragraph, clause, phrase, or word of this Master Resolution is declared invalid, then such invalid part shall be stricken herefrom and the remaining provisions of this Master Resolution shall not be affected. L. Immediate Effect of Master Resolution. This Master Resolution shall become effective immediately upon its adoption. Section 4. Series Resolution for the Series 2019A Infrastructure Bonds. A. Authority. This Series Resolution for the Series 2019A Infrastructure Series 2019A Infrastructure Bonds is adopted pursuant to the Act. B. Definitions. All capitalized undefined terms shall have the meaning as set forth in this Series Resolution for the Series 2019A Infrastructure 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 Foley & Lardner LLP, 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 Holders" means the purchasers of the Series 2019A Infrastructure Bonds pursuant to the Bond Purchase Agreement. "Bond Purchase Agreement" means, if the Series 2019A Infrastructure 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 2019A Infrastructure 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. City of Miami Page 11 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 "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 in a sale relating to the purchase by private placement to sophisticated investors of the Series 2019A Infrastructure 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 2019A Infrastructure Bonds and all other amounts payable by the City pursuant to the Loan Agreement or the Bond Purchase Agreement. "Payment Dates" and "Payment Frequency" means that principal and interest payments shall be made as set forth in the Loan Agreement or as selected by the City Manager and set out in the Bond Purchase 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 2019A Infrastructure 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 2019A Infrastructure Bonds. "Pledged Funds" means collectively the amounts on deposit in the Series 2019A Infrastructure Bonds Fund and any other funds and, as applicable, accounts created pursuant to (1) the Loan Agreement or (2) the Bond Purchase Agreement and therein pledged to secure the Series 2019A Infrastructure 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 2019A Infrastructure Bonds Fund established by the Master Resolution this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase Agreement, as applicable; (2) to the extent necessary, any funds deposited into the Series 2019A Infrastructure Bonds Fund by the City pursuant to the covenant to budget and appropriate established by this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase Agreement, as applicable; and (3) income received from the investment of monies deposited into the funds and accounts established by this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase Agreement, as applicable. "Proposal" means the proposal for a private placement sale of the Series 2019A Infrastructure Bonds to the Purchaser by the City. "Series Resolution(s)" means this Resolution No. R-19-0062 adopted by the City Commission on February 14, 2019, as amended and supplemented from time to time. "Series 2019A Infrastructure Bonds" means the not to exceed amount of Forty -Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00) City of Miami Miami Forever Limited Ad Valorem Tax Bonds (Infrastructure Programs) Tax - Exempt Series 2019A authorized pursuant to this Series Resolution. City of Miami Page 12 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 "Taxable Interest Rate" means a rate not to exceed Five Percent (5.0 %) per annum should the Series 2019A Infrastructure 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 2019A Infrastructure Bonds. C. Recitals, Determinations, and Findings for Series Resolution. 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: 1. Findings regarding the Infrastructure Projects for Bond Validation: a) The findings, determinations, and declarations contained in Section 2 of this Resolution are adopted by reference and incorporated as if fully set forth in this Subsection. b) The City, in the Intent to Reimburse Resolution, expressed its intent to issue taxable and tax-exempt Miami Forever Limited Ad Valorem Tax 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. The City intends to issue for the taxable and tax-exempt Limited Ad Valorem Bonds for the First Tranche in the expected not to exceed total maximum principal amount of Forty - Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty - Nine Dollars ($43,653,339.00). c) The City has identified the First Tranche Infrastructure Projects ("Infrastructure Projects"), attached and incorporated herein as Exhibit "C," all of which have been approved by the City Commission. d) All of the Infrastructure Projects are included in the City's Capital Plan. e) The Infrastructure Projects prioritizes roads, parks, cultural facilities, public safety, and sea -level rise and flood prevention. f) The Infrastructure Projects fall within the categories approved by the Bond Referendum. g) The Infrastructure Projects were presented to the Miami Forever Bond Program Citizen's Oversight Board at its duly noticed and regular meeting on January 31, 2019. h) All of the Infrastructure Projects are currently owned, will be owned, or will have an established governmental interest by the City at the time the Miami Forever Capital Programs Infrastructure Bonds are expended on the Infrastructure Projects. For those Infrastructure Projects not owned by the City, the City will have a duly authorized and executed governmental interest, including, but not limited to, Maintenance Agreements, Joint Participation Agreements, Interlocal Agreements, Easements, and/or other necessary agreements or instruments at the time the Miami Forever City of Miami Page 13 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 Capital Programs Infrastructure Bonds are expended on the Infrastructure Projects. 2. 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 2019A Infrastructure Bonds, necessary for Bond Validation and issuance of the Series 2019A Infrastructure Bonds. D. This Series Resolution to Constitute Contract. In consideration of the acceptance of the Series 2019A Infrastructure Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Series Resolution and (1) the Loan Agreement or (2) the Bond Purchase Agreement shall be deemed to be and shall constitute a contract between the City and (1) the Purchaser or (2) 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 (1) the Purchaser or (2) the Bond Holders and the Series 2019A Infrastructure Bonds, except as expressly provided herein and in (1) the Loan Agreement or (2) the Bond Purchase Agreement. E. Authorization of the Loan Agreement; the Bond Purchase Agreement; the Series 2019A Infrastructure 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 2019A Infrastructure Bonds, (1) 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, (2) the obligation(s) of the City to be known as the "City of Miami, Florida Miami Forever Limited Ad Valorem Tax Bonds (Infrastructure Programs) Series 2019A" is/are authorized' to be issued, executed, and delivered in the aggregate principal amount of not to exceed Forty -Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00), and (3) 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 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 2019A Infrastructure Bonds, the Paying Agent and Registrar Agreement, 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 2019A Infrastructure Bonds, the Paying Agent and Registrar Agreement, 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. 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 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 F. Description of the Series 2019A Infrastructure Bonds. The Series 2019A Infrastructure Bonds shall be issued as either (1) one fully registered Series 2019A Infrastructure Bond or (2) fully registered bonds in the denomination of One Hundred Thousand Dollars ($100,000.00) and 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 Forty -Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00), shall be dated as of the date of delivery to the Purchaser/Bond Holders thereof and shall mature on the Maturity Date(s). The Series 2019A Infrastructure 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. Principal and Interest will be paid as set forth in the Loan Agreement or Bond Purchase Agreement. The Maturity Date shall be no later than December 31, 2046; provided, however, that the Series 2019A Infrastructure 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 2019A Infrastructure 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 2019A Infrastructure Bonds to the contrary notwithstanding, in no event shall the interest rate borne by the Series 2019A Infrastructure 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 2019A Infrastructure Bonds, the City shall receive an amount equal to the par amount of the Series 2019A Infrastructure Bonds from the Purchaser or the Underwriter as the purchase price of the Series 2019A Infrastructure Bonds. The Series 2019A Infrastructure 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 2019A Infrastructure Bonds shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Series 2019A Infrastructure Bonds. The Series 2019A Infrastructure Bonds may be exchanged at the office of the Series 2019A Infrastructure Bonds Registrar for a like aggregate principal amount of Series 2019A Infrastructure Bonds of the same series and maturity. Notwithstanding the foregoing or any provision of this Series Resolution to the contrary, the Series 2019A Infrastructure 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 2019A Infrastructure Bonds. G. Execution of Series 2019A Infrastructure Bonds. The Series 2019A Infrastructure 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 2019A Infrastructure Bonds and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Series 2019A Infrastructure Bonds showing approval of the legal form and correctness thereof and the City's Director of Risk Management shall sign the Series 2019A Infrastructure 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 2019A Infrastructure Bonds may be by facsimile. If any officer whose signature appears on the Series 2019A Infrastructure Bonds ceases to hold office before the delivery of the Series 2019A Infrastructure Bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2019A Infrastructure Bonds may bear the signature of or may be signed by such persons as at City of Miami Page 15 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 the actual time of execution of such Series 2019A Infrastructure Bonds shall be the proper designated officers to sign such Series 2019A Infrastructure Bonds, although at the date of such Series 2019A Infrastructure Bonds or the date of delivery thereof such persons may not have been such officers. Any Series 2019A Infrastructure Bonds delivered shall be authenticated by the manual signature of the Finance Director and the registered owner(s) of any Series 2019A Infrastructure Bonds so authenticated shall be entitled to the benefits of this Series Resolution. H. Series 2019A Infrastructure Bonds Mutilated, Destroyed, Stolen, or Lost. If the Series 2019A Infrastructure Bonds is mutilated, destroyed, stolen, or lost, the City or its agent may, in its discretion, (1) deliver a duplicate replacement of such Series 2019A Infrastructure Bonds or (2) 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 2019A Infrastructure Bonds shall be surrendered to and cancelled by the Bond Registrar. The holder of the Series 2019A Infrastructure Bonds must furnish the City or its agent proof of ownership of any destroyed, stolen, or lost Series 2019A Infrastructure 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 2019A Infrastructure Bond(s) shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen, or lost Series 2019A Infrastructure Bonds be at any time found by anyone and such duplicate Series 2019A Infrastructure 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 2019A Infrastructure Bonds so mutilated, destroyed, stolen, or lost. I. Form of Series 2019A Infrastructure Bonds. The Series 2019A Infrastructure Bonds shall be in substantially the form, attached and incorporated as Exhibit "E," to (1) the Loan Agreement or (2) 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 by the City Commission prior to the issuance thereof. J. Covenants of the City for the Series 2019A Infrastructure Bonds. 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 (1) sufficient legally available Limited Ad Valorem Taxes as set forth in the Referendum Authorizing Resolution, the Master Resolution, any Series Resolution, and in accordance with the Bond Referendum and, if necessary, (2) such legally available Non -Ad Valorem Revenues to make such Payments as they become due. 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 City of Miami Page 16 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 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 2019A Infrastructure 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 2019A Infrastructure Bonds serves essential public purposes by financing the Infrastructure Project of the City in accordance with the Bond Referendum. K. Tax Covenants for the Series 2019A Infrastructure Bonds. No use will be made of the proceeds of the Series 2019A Infrastructure Bonds which, if such use were reasonably expected on the date of issuance of the Series 2019A Infrastructure Bonds, would cause the same to be "arbitrage bonds" within the meaning of the IRS Code. The City, at all times while the Series 2019A Infrastructure 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 2019A Infrastructure Bonds from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. L. Security, Series 2019A Infrastructure Bonds Not General Indebtedness. The Series 2019A Infrastructure 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 2019A Infrastructure 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 2019A Infrastructure Bonds or the interest thereon, nor shall any holder of the Series 2019A Infrastructure 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 2019A Infrastructure 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 2019A Infrastructure 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. M. Amendments and Supplements to this Series Resolution. This Series Resolution shall be further amended and supplemented as necessary in order to accomplish the City of Miami Page 17 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 issuance of the Series 2019A Infrastructure Bonds or as necessary in connection with the purposes for which the Series 2019A Infrastructure Bonds are being issued. N. Severability for Series Resolution. 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; 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 Series Resolution or of the Series 2019A Infrastructure Bonds issued hereunder. O. Immediate Effect of Series Resolution. This Master Resolution shall become effective immediately upon its adoption. Section 5. Controlling Law; Members, Officials, Agents, Representatives, and Employees of City Not Liable. All covenants, stipulations, obligations, and agreements of the City contained in this overall Resolution, the Master Resolution, and the Series 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 no City member, official, agent, representative, or employee or any other official executing the Series 2019A Infrastructure Bonds or any other Series of Bonds shall be liable personally on the Series 2019A Infrastructure Bonds, the Bonds, or any 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 6. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 7. 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 Bonds, the Series 2019A Infrastructure Bonds, the Master Resolution, any Series Resolution, and Tax Compliance Certificate(s) for continuing compliance are hereby ratified, approved, and confirmed. Section 8. Severability for overall Resolution. If any one or more of the covenants, agreements, or provisions of this overall 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 overall Resolution or of the Bonds issued hereunder. Section 9. 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, 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 City of Miami Page 18 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019 File ID: 5384 Enactment Number: R-19-0062 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 2019A Infrastructure Bonds, whether tax-exempt or taxable. Section 10. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: Cforla �I�7len lez, ity 1 Attorne 3/12/2019 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 19 of 19 File ID: 5384 (Revision: A) Printed on: 5/29/2019