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HomeMy WebLinkAboutAgenda Item Summary FormCity of Miami Legislation Resolution Enactment Number: R-19-0385 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 6460 Final Action Date:10/10/2019 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), RESCINDING RESOLUTION NO. 19-0123 PREVIOUSLY ADOPTED ON MARCH 28, 2019; PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED NINETY MILLION DOLLARS ($90,000,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") TAXABLE SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2019 (MARLINS STADIUM PARKING FACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM CAPITAL ONE PUBLIC FUNDING, LLC ("LENDER") AND PROVIDING FOR THE DIRECT LOAN FROM AND NEGOTIATED SALE OF SAID NOTE TO THE LENDER; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, OF A LOAN AGREEMENT, THE NOTE, AND ANY AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, CITY ATTORNEY, BOND COUNSEL, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, FINANCIAL ADVISOR, BOND REGISTRAR, NOTE REGISTRAR, ESCROW AGENT, PAYING AGENT, AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, ANY AND ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE DEFEASANCE AND REDEMPTION OF EIGHTY-FOUR MILLION FIVE HUNDRED FORTY THOUSAND DOLLARS ($84,540,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF TAX-EXEMPT SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010A (MARLINS STADIUM PROJECT) ("SERIES 2010A BONDS"); DELEGATING AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION AGENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. WHEREAS, the City of Miami ("City") has currently outstanding Eighty -Four Million Five Hundred Forty Thousand Dollars ($84,540,000.00) of Term Bonds maturing on July 1, 2030, July 1, 2035, and July 1, 2039 of its previously issued Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A issued July 29, 2010 ("Series 2010A Bonds"); and WHEREAS, in order to obtain interest savings in an estimated amount of Six Million Nine Hundred Thousand Dollars ($6,900,000.00) (net present value), it is in the best interests of the City to issue in a total aggregate principal amount not to exceed Ninety Million Dollars ($90,000,000.00) a Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project) ("Note") to defease and redeem the Series 2010A Bonds which will become subject to optional redemption on July 1, 2020 ("Refunded Bonds"); and WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial Advisor"), issued a Request for Proposals dated January 10, 2019 ("RFP") to banking and financial institutions for refinancings and refundings of the Refunded Bonds and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended, with the proposal dated January 28, 2019, as amended and supplemented ("Proposal", and with the RFP attached and incorporated as Composite Exhibit "A") from Capital One Public Funding, LLC ("Lender"), recommended as the most responsive and responsible proposer, to privately purchase and to hold the Note not for resale with limited restricted assignability, to provide for the refunding of the Refunded Bonds, and to provide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine, and declare as set forth below in Section 3 that a privately -placed negotiated sale of the Note to the Lender is in the best interests of the City due to the term and size of the Note, the sophisticated lender -profile, the timings of the defeasance, refunding and redemption of the Refunded Bonds, and timing of the issuance of the Note; and WHEREAS, Convention Development Taxes, Parking Revenues, and Parking Surcharges (all as defined in the Authorizing Resolution and herein below) are proposed to be pledged to repay the Note; and WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments; to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith; to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Refunded Bonds; and to authorize the City Manager, City Attorney, Bond Counsel, Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do any and all actions necessary and in the best interests of the City in connection with the sale, issuance, and delivery of the Note, the defeasance and redemption of the Refunded Bonds, and to accomplish the continuing compliance for the Series 2010A Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, the payments of the principal of and interest on the Note are not insured; and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2010A Bonds, the Authorizing Resolution, and Continuing Disclosure Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida ("State"); Chapter 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida, as amended; the City Code; applicable City resolutions, including Resolution No. 09-509 adopted October 22, 2009, as amended and supplemented, and this Resolution; and other applicable provisions of law (collectively, "Act"). Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Authorizing Resolution, the Continuing Disclosure Agreement, the Loan Agreement, and the Note. In addition to the words and terms defined in the recitals to this Resolution as used herein, the following terms shall have the following meanings herein unless the context otherwise requires: "Annual Budget" means the budget or budgets, as amended and supplemented from time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State. "Authorizing Resolution" means Resolution No. 09-0509 adopted on October 22, 2009 by the Miami City Commission, as amended and supplemented. "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar" means the Finance Director or the Assistant Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended. "Convention Development Tax" means a portion of the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)(5), Florida Statutes), and allocated to the City as provided in the Interlocal Agreement. "County" means Miami -Dade County, Florida. "Escrow Agent" means the bank or financial institution selected and appointed as the escrow agent by the City Manager. "Escrow Deposit Agreement(s)" means the Escrow Deposit Agreement(s) to be entered into between the City and the Escrow Agent providing for the refunding, defeasance, and redemption of the Refunded Bonds. "Financial Advisor" means PFM Financial Advisors LLC. "Fiscal Year" means the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Rate" means a not to exceed interest rate per annum (as adjusted pursuant to the Loan Agreement) that will provide for a net present value savings required by the City's debt management policy. "Interlocal Agreement" means the Interlocal Agreement entered between the City and the County dated July 1, 2009 regarding the use and disposition of the Convention Development Tax. "Lender" means Capital One Public Funding, LLC and its successors and assigns as consented to by the City (except following an event of default which requires separate procedures pursuant to the Loan Agreement) as direct placement lender and holder of the Note. "Loan Agreement" means the loan agreement to be entered into between the City and the Lender in accordance with the terms of this Resolution, the RFP, and the Proposal. "Non -Ad Valorem Revenues" mean all revenues of the City derived from any source other than ad valorem taxation on real or personal property, which are legally available to make payments required by the Loan Agreement. "Note" means the not to exceed Ninety Million Dollars ($90,000,000.00) City Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project) authorized pursuant to this Resolution. "Parity Debt" means the Series 2010B Bonds, the Series 2018 Note, and any other debt obligations payable from Pledged Revenues on a parity with the Note. "Parking Revenues" means all revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Home Games pursuant to the City's Parking Agreement (excluding Parking Surcharge). "Parking Surcharge" means 80% of the portion which is derived from the Project in connection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, imposed pursuant to Section 166.271, Florida Statutes, and pursuant to Ordinance No. 04- 12563 enacted by the City Commission on July 22, 2004, as amended and supplemented. "Payment(s)" means all amounts payable by the City of principal and interest on the Note and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on July 1 commencing July 1, 2020; (b) that interest payments shall be paid semi-annually each July 1 and January 1 commencing January 1, 2020; and (c) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director or the Assistant Finance Director of the City. "Pledged Funds" means collectively (a) Pledged Revenues, (b) all moneys, including but not limited to the Non -Ad Valorem Revenues, deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (c) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to the Loan Agreement and therein pledged to secure the Note. "Pledged Revenues" means collectively subject to the prior pledge for the Series 2010B Bonds and the Series 2018 Note, (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge. "Project" means the construction of the parking appurtenant and ancillary facilities, including but not limited to, retail space, surface lots, and parking structures for not to exceed six thousand (6,000) parking spaces located at the site commonly referred to as Marlins Baseball Stadium and such other capital projects subsequently approved by the City Commission. "Proposal" means the attached and incorporated proposal dated January 28, 2019 from the Lender to the City, as amended and supplemented. "Refunded Bonds" means the City's currently outstanding City Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project) in the amount of Eighty -Four Million Five Hundred Forty Thousand Dollars ($84,540,000.00) term bonds maturing on July 1, 2030, July 2035, and July 1, 2039. "RFP" means the Request for Proposals dated January 10, 2019 and issued by the City's Financial Advisor. "Resolution(s)" means this Resolution adopted by the City Commission on October 10, 2019, as amended and supplemented from time to time. "Series 2010A Bonds" means the unrefunded City Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). "Series 2010B Bonds" means the remaining outstanding $16,830,000 City Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Project). "Series 2018 Note" means the remaining outstanding $16,555,000 City Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project). "Verification Agent" means the qualified verification agent appointed by the City Manager. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined, and declared that: a. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines, and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (i) The average life of the transaction lends itself to the competitive solicitation of banking and financial institutions undertaken by the City with respect to the Note; (ii) The Pledged Revenues consist of multiple revenue sources which require additional explanation to the market; (iii) The current volatility that exists in the fixed -income markets make it favorable for the City to accelerate the time to obtain locked interest rates currently available; and (iv) The structure and timing of the defeasance, refunding, and redemptions of the Refunded Bonds require additional planning. b. It is in the best interests of the City, its residents, and taxpayers to issue the Note in order to realize debt service savings of an estimated Six Million Nine Hundred Thousand Dollars ($6,900,000.00) (net present value) in interest payments on the Refunded Bonds without extending the time for such payments. c. The Note shall be payable from the Pledged Funds. d. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. e. The Pledged Funds also are now pledged or encumbered to the repayment of the Parity Debt which has a parity position. f. The Note shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. g. Prior to the issuance of the Note, the City shall receive from the Lender a Lender's Certificate, the form of which is attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Parity Debt and the Note to the extent that all are secured by (i) the Convention Development Tax, (ii) the Parking Revenues, and (iii) the Parking Surcharge. Additionally, the Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective debt obligations for the Note and for other outstanding City debt obligations that have a covenant to budget and appropriate in support of repayment of such debt. h. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the Lender for the private placement and negotiated sale of the Note to the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Ninety Million Dollars ($90,000,000.00) to refund the Refunded Bonds and to provide for costs of issuance of the Note. On the date hereof, the Lender has agreed to the City repurposing the Project into a capital project to be subsequently determined by the City Commission and the City shall give the Lender written notice within thirty (30) days after final City Commission approval of such capital project. Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall each constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection, and security of the Lender and the Note, except as expressly provided herein, in the Loan Agreement, and the Authorizing Resolution in connection with the Parity Debt. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments; Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (a) the City Manager, in consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver a Loan Agreement with the Lender, (b) an obligation of the City to be known as the "Taxable Special Obligation Parking Revenue Refunding Note, Series 2019 (Marlins Stadium Parking Facilities Project)" is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Ninety Million Dollars and No Cents ($90,000,000.00), and (c) the City Manager, in consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreement, and any and all other agreements, documents, and instruments necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreement. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. The City Manager is delegated the authority (a) to select and appoint a bank or other financial institution to serve as the Escrow Agent and (b) to select and appoint a qualified Verification Agent, both based upon proposals received and reviewed by the City's Financial Advisor in connection with the Escrow Deposit Agreement for the refunding of the Refunded Bonds. Section 6. Description of the Note. The Note shall be issued as one (1) fully registered Note in the principal amount not to exceed Ninety Million Dollars and No Cents ($90,000,000.00) and shall be dated as of the date of its delivery to the Lender as the purchaser thereof. The Note shall be payable to the Lender and shall bear interest at the Interest Rate calculated on the basis of a 30/360 day year. Interest will be paid semi-annually each July 1 and January 1 with the first interest payment due on January 1, 2020. Principal will be paid annually on July 1 each year, with the first principal payment payable on July 1, 2020. The final maturity date shall be July 1, 2039 for the Note, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement; provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Notwithstanding anything contrary herein or in the Note, in no event shall the Interest Rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The Note may be exchanged in whole at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, and except for a transfer following an event of default (the specific requirements for which are to be provided in the Loan Agreement), the Note shall not be transferred unless the new purchaser has received the prior written consent of the City, which shall not be unreasonably withheld once the City has been provided with and received a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the Lender as the original purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced, or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note showing approval of the form and correctness thereof and the City's Director of Risk Management shall sign the Note showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director or of the Assistant Finance Director and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen, or Lost. If the Note is mutilated, destroyed, stolen, or lost, the City or its agent may, in its discretion, deliver a duplicate replacement Note or pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen, or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen, or lost Note be at any time found by anyone and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen, or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit "A" to the Loan Agreement with only such omissions, insertions, and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. The draft Loan Agreement and the draft Note are attached to this Resolution as Composite Exhibit "B". Section 10. Continuing Disclosure Covenants. The City shall undertake such "best practices" as provided in the Loan Agreement for continuing disclosures. Section 11. Security; Note Not General Indebtedness. (a) Pledged Revenues. The Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State, or any other political subdivision thereof within the meaning of any constitutional, legislative, or charter provision or limitation, but shall be payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State, or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Note shall be secured forthwith by a parity lien on the proceeds derived from the Convention Development Tax, the Parking Revenues, and the Parking Surcharge portions of the Pledged Funds and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. (b) Covenant to Budget and Appropriate. If the Pledged Revenues are not sufficient to pay principal and interest on the Note when due, the City hereby covenants and agrees to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve, and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary, and to deposit for the benefit of the Note Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency of the Note and all other Parity Debt outstanding for the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all required payments under the Loan Agreement and the Note, as and when due, including any delinquent payments, shall have been budgeted, appropriated, and actually paid into the appropriate Funds and Accounts under the Loan Agreement; provided, however, that such covenant shall not constitute a lien, either legal or equitable, on any of the City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available Non -Ad Valorem Revenues or other revenues to other obligations, nor shall it give the Lender a prior claim on the legally available Non -Ad Valorem Revenues. Anything herein to the contrary notwithstanding, all obligations of the City hereunder shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into the Funds and Accounts created under the Loan Agreement. The City may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget, appropriate, and make payments under the Loan Agreement and the Note from its legally available Non -Ad Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. However, the covenant to budget and appropriate in its general Annual Budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further to the payment of services and programs which are for essential public purposes affecting the health, welfare, and safety of the residents of the City or which are legally mandated by applicable law. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs now provided or maintained by the City which generate Non -Ad Valorem Revenues. Section 12. Sale of Note to Defease, Refund, and to Redeem the Outstanding Refunded Bonds. The Note is hereby sold and awarded to the Lender at the purchase price equal to the par amount thereof and of not to exceed Ninety Million Dollars ($90,000,000.00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attorney are hereby authorized to execute and deliver the Note in substantially the form set forth as Exhibit "A" to the Loan Agreement, receive the purchase price therefor, and apply the proceeds thereof to pay costs of issuance of the Note and for the City to defease, redeem, and to refund the Refunded Bonds, as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note, in a form acceptable to the City Attorney and Bond Counsel, which shall be necessary to conform the same to the RFP and to the Proposal commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 13. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note is being issued or as necessary in connection with the redemption and refunding of the Refunded Bonds. Section 14. Application of Provisions of the Authorizing Resolution. The Note shall for all purposes be considered under Section 10.01 of the Authorizing Resolution to be refunding bonds and Additional Parity Obligations to the extent of the pledge of (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge and shall in all respects be entitled to all protection for outstanding Bonds to the extent of the pledge of (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge. The covenants and agreements of the City in the Authorizing Resolution regarding (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge shall be for equal benefit, protection, and security of the Holders of all outstanding Bonds, including for the benefit of the Lender as the Holder of the Note. Section 15. Severability. If any one or more of the covenants, agreements, or provisions of this Resolution should be held contrary to any express provision of law or 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, or provisions of this Resolution, of the Loan Agreement, of the Note issued hereunder, or regarding the defeasing and refunding of the Refunded Bonds. Section 16. Controlling Law; Members, Officials, Agents, Representatives, and Employees of City Not Liable. All covenants, stipulations, obligations, and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations, and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation, or agreement contained herein shall be deemed to be a covenant, stipulation, obligation, or agreement of any present or future member, official, agent, representative, or employee of the City in his or her individual capacity, and neither the members of the City Commission, Mayor, City Clerk, City Attorney, City Manager, Risk Management Director, nor any other official executing the Note shall be liable personally on the Note or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City or such respective members, officials, agents, representatives or employees thereof, or by reason of the defeasance, redemption, and refunding of the Refunded Bonds. Section 17. Further Authorizations Regarding the Issuance of the Note and the Redemption and Refunding of the Refunded Bonds. The City Manager, City Clerk, City Attorney, Bond Counsel, Financial Advisor, Risk Management Director, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance, and delivery of the Note, notices, defeasances, calls for redemptions, redemptions, and refunding of the Refunded Bonds and are authorized and empowered, collectively or individually, to take any and all actions and steps and to execute the Note, all notices, instruments, agreements, certificates, documents, and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the negotiated sale of the Note to the Lender, the Loan Agreement, and the refunding of the Refunded Bonds that are necessary or desirable in connection with the sale, execution, and delivery of the Note, noticing, call for redemptions, redemptions, and refunding of the Refunded Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Authorizing Resolution, or any action relating to the Note, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, City Clerk, City Attorney, or other necessary City officials, employees, representatives, and agents, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent(s) for the Refunded Bonds. Such officials, employees, agents, and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the defeasance, redemption, and refunding of the Refunded Bonds on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor, Bond Counsel, and any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Refunded Bonds. Any and all costs incurred in connection with the issuance of the Note and the defeasance, redemption, and refunding of the Refunded Bonds are hereby authorized to be paid from the proceeds of the Note and from any other City funds that have previously been designated by the City for payments of interest, principal, premium, if any, redemption costs, and any other administrative costs related to the redemption and refunding of the Refunded Bonds. Section 18. Repeal of Inconsistent Resolutions. Resolution No. R-19-0123 adopted on March 28, 2019 is hereby rescinded in its entirety. All other resolutions or parts thereof in conflict herewith for the Note are to the extent of such conflict superseded and rescinded. Section 19. Further Authorizations regarding Use of All Remaining Proceeds and Interest Thereon, If Any, from the Series 2010A Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement and Payment of Outstanding Series 2010A Bonds. The City Manager and all other necessary City officials, employees, agents, and representatives have previously been authorized pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2010A Bonds to undertake continuing compliance measures and the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects transfer to Special Obligation Bonds Debt Service Fund in the amount of One Million Four Hundred Sixty -Seven Thousand Seven Hundred Eighty -Seven Dollars and Fifty Cents ($1,467,787.50) for remaining proceeds, interest earnings, and project close-outs related thereto. The City Manager and all other necessary City officials, employees, agents, and representatives are hereby further authorized to use all remaining proceeds and interest thereon, if any, from the Series 2010A Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent for the Refunded Bonds upon the closing of the sale of the Note to the Lender, any and all outstanding amounts for principal and interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the understanding that all outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to the -Refunded Bonds will cease to exist and the City's obligations thereunder only for the Refunded Bonds shall terminate upon the sale and the closing of the Note, the execution of the Escrow Deposit Agreement, and the related defeasance of the Refunded Bonds which are subject to refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the outstanding Series 2010A Bonds, the Authorizing Resolution, and the Continuing Disclosure Agreement for continuing compliance are hereby ratified, approved, and confirmed. Section 21. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: Barnaby I_. Min, Deputy City Attorney 10/1/2019 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.