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HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM File ID: #9004 Date: 05/27/2021 Commission Meeting Date: 06/10/2021 Type: Subject: Requesting Department: Department of Finance Sponsored By: District Impacted: All Resolution Authorize - Special Obligation Revenue Bond Purpose of Item: A resolution providing for the issuance of a not to exceed amount of $27 million in aggregate principal amount of a City of Miami Special Obligation Non -Ad Valorem Revenue Note Series 2021 and costs of issuance approving the selection of the proposal from Sterling National Bank. Background of Item: On July 26, 2018, the Miami City Commission adopted R-18-0334 which declared the City's official intent to issue tax-exempt special obligation bonds in an amount not to exceed $27 million to reimburse the City for funds advanced by the City for expenses incurred with respect to capital improvements to be undertaken on behalf of the City by Florida Power and Light, Inc. for the undergrounding of transmission facilities within the City's limits which represents the City's contribution to the cost of the project in accordance with City Commission R-17-0392 adopted July 27, 2017. Budget Impact Analysis Item has NOT an Expenditure Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: N/A Department of Finance Office of Management and Budget Office of Management and Budget City Manager's Office Legislative Division City Manager's Office Office of the City Attorney Office of the City Attorney Office of the City Attorney City Commission Legislative Division Office of the City Attorney Office of the City Attorney Reviewed B Erica T Paschal Donovan Dawson Leon P Michel Fernando Casamayor Valentin J Alvarez Arthur Noriega V Xavier Alban Barnaby L. Min Barnaby L. Min Nicole Ewan Valentin J Alvarez Xavier Alban Barnaby L. Min Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review Legislative Division Review City Manager Review ACA Review Deputy City Attorney Review Approved Form and Correctness Meeting Legislative Division Review ACA Review Deputy Attorney Review Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed 05/20/2021 11:53 AM 05/28/2021 3:39 PM 05/28/2021 3:50 PM 06/01/2021 11:28 AM 06/01/2021 11:58 AM 06/01/2021 3:30 PM 06/01/2021 5:34 PM 06/01/2021 7:35 PM 06/01/2021 8:26 PM 06/10/2021 9:00 AM 06/10/2021 2:59 PM 06/15/2021 11:45 AM 06/15/2021 12:22 PM Office of the City Attorney Victoria Mendez Approved Form and Correctness with Modification(s) Completed Office of the City Clerk City Clerk's Office Rendered Completed 06/15/2021 5:09 PM City of Miami Legislation Resolution Enactment Number: R-21-0219 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 9004 Final Action Date:6/10/2021 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF THE NOT TO EXCEED TWENTY SEVEN MILLION DOLLARS ($27,000,000.00) TAX EXEMPT NON -AD VALOREM SPECIAL OBLIGATION REVENUE BOND, SERIES 2021 (FP&L UNDERGROUNDING PROJECT) ("BOND") FOR THE PURPOSES OF FINANCING THE CITY OF MIAMI'S ("CITY") PORTION OF A CERTAIN CAPITAL PROJECT AND PAYING COSTS OF ISSUANCE AND OTHER COSTS RELATED THERETO; PROVIDING THAT THE BOND SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM PLEDGED REVENUES, AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITY, AND REMEDIES FOR THE OWNER OF THE BOND; APPROVING THE SELECTION OF THE PROPOSAL FROM STERLING NATIONAL BANK AS THE LENDER ("LENDER") AND AUTHORIZING THE PRIVATE NEGOTIATED SALE OF SUCH BOND TO THE LENDER AS BONDHOLDER ("BONDHOLDER") AND CONSENTING TO THE ONE HUNDRED PERCENT (100%) PARTICIPATION BY THE LENDER'S WHOLLY -OWNED SUBSIDIARY, STERLING NATIONAL FUNDING CORP., A NEW YORK CORPORATION IN THE LOAN PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN AND AS FURTHER SET FORTH IN THE LOAN AGREEMENT AND THE BOND; AUTHORIZING THE CITY MANAGER TO DETERMINE THE INTEREST RATE FOR THE BOND WITHIN SUCH PARAMETERS AS SET FORTH HEREIN AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE, EXECUTE, AND DELIVER, AFTER CONSULTATION WITH THE CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, CITY CLERK, RISK MANAGEMENT DIRECTOR, CITY ATTORNEY, AND BOND COUNSEL, A LOAN AGREEMENT, THE BOND, AND ANY AND ALL OTHER NECESSARY DOCUMENTS, CERTIFICATES, AND INSTRUMENTS, INCLUDING MODIFICATIONS, EXTENSIONS, RENEWALS, AND AMENDMENTS THERETO, ALL FOR THE CITY TO FINANCE THE CITY'S PORTION OF FUNDING FOR THE FP&L UNDERGROUNDING PROJECT WITHIN THE DESIGNATED CITY AREAS DESCRIBED BELOW ("PROJECT"); AUTHORIZING OTHER REQUIRED ACTIONS BY THE CITY MANAGER, CITY CLERK, FINANCIAL ADVISORS, CITY ATTORNEY, BOND COUNSEL, AND ANY OTHER NECESSARY CITY OFFICIALS; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS OF THE CITY MANAGER AND DESIGNATED CITY OFFICIALS IN ORDER TO UPDATE THE RELEVANT CAPITAL PROJECTS, FINANCIAL CONTROLS, PROJECT CLOSE-OUTS, COMPLETED PROJECTS, ACCOUNTING ENTRIES, AND COMPUTER SYSTEMS IN CONNECTION WITH THE CITY FUNDING FOR THE PROJECT AND WITH ONGOING COMPLIANCE FOR THE BOND; FURTHER AUTHORIZING THE CITY MANAGER, CITY CLERK, FINANCIAL ADVISOR, CITY ATTORNEY, BOND COUNSEL, AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE AND TO PROVIDE FOR EXECUTIONS AND DELIVERIES OF ALL NECESSARY DOCUMENTS, DISCLOSURES, CERTIFICATIONS, AND NOTICES FOR CONTINUING COMPLIANCE FOR THE LOAN AND THE BOND IN ACCORDANCE WITH UNITED STATES INTERNAL REVENUE SERVICE, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, THE INTENT TO REIMBURSE RESOLUTION, AND OTHER FEDERAL, STATE OF FLORIDA, AND LOCAL LAWS, RULES, REGULATIONS, AND REQUIREMENTS; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami ("City") entered into the New Underground Transmission Facilities Construction Contribution Agreement dated November 2017 with Florida Power & Light Company ("FPL") ("Construction Agreement") wherein the City agreed to contribute the not to exceed amount of Twenty -Seven Million Dollars ($27,000,000.00) for the City's share of the shared cost to complete the Project, as defined herein; and WHEREAS, on July 26, 2018, the City Commission adopted Resolution No. R-18-0334 ("Intent to Reimburse Resolution"); and WHEREAS, the City's Financial Advisor, PFM Financial Advisors, LLC ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for the issuance of Tax -Exempt Special Obligation Bonds for the financing of the Project and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City's Administration to the City's Finance Committee on April 28, 2021, with the proposal dated April 26, 2021 ("Proposal") from Sterling National Bank ("Lender") being recommended by the Finance Committee as the most responsive and responsible Proposal providing the most favorable covenants to lend to the City the funds in the not to exceed amount of Twenty -Seven Million Dollars ($27,000,000.00) necessary to finance the City's portion of funding for the Project and to pay transactional expenses ("Loan"), which Loan shall be evidenced by the not to exceed amount of Twenty -Seven Million Dollars ($27,000,000.00) City of Miami, Florida Tax -Exempt Non -Ad Valorem Special Obligation Revenue Bond, Series 2021 (FP&L Undergrounding Project) ("Bond"); and WHEREAS, the Lender is requesting for the City to consent to the sale of a one hundred percent (100%) participation interest in the Bond to its wholly -owned subsidiary, Sterling National Funding Corp., a New York corporation ("SNFC"), pursuant to the terms and conditions described herein, as set forth in the Loan Agreement, and as set forth in the Bond; and WHEREAS, it is hereby determined that it is in the best interests of the City for the City Commission to ratify, approve, and confirm certain necessary actions of the City Manager and designated City officials in order to update the relevant capital projects, financial controls, project close-outs, completed projects, accounting entries, and computer systems in connection with the City's portion of the funding for the Project and for ongoing compliance for the Bond; and WHEREAS, it is also hereby determined that it is in the best interests of the City for the City Commission to further authorize the City Manager, City Clerk, Financial Adviser, City Attorney, Bond Counsel, and all other necessary City officials and departments to undertake and to provide for executions and deliveries of all necessary documents, disclosures, certifications, and notices for continuing compliance for the Loan and the Bond in accordance with the United States Internal Revenue Service, the United States Securities and Exchange Commission, the Charter of the City of Miami, Florida, as amended ("City Charter"), the Code of the City of Miami, Florida, as amended ("City Code"), the Intent to Reimburse Resolution, and all other Federal, State of Florida ("State"), and local laws, rules, regulations, and requirements; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority for this Resolution; Recitals, Findings, and Determinations. This Resolution is adopted pursuant to the provisions of the State Constitution, State Laws including Chapter 166, Florida Statutes, the City Charter, the City Code, the Intent to Reimburse Resolution, other applicable City resolutions, and other applicable provisions of law (collectively, "Act"). The recitals, determinations, and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Definitions. All capitalized undefined terms shall have the same meaning as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Bond. In addition to the words and terms defined in the recitals to this Resolution, the following terms, unless the context otherwise requires, shall have the meanings specified in this Section. Words importing the singular shall include the plural in each case and vice versa. "Act" shall have the meaning ascribed in Section 1. "Bond" shall mean the not to exceed Twenty -Seven Million Dollars ($27,000,000.00) City of Miami, Florida Tax -Exempt Non -Ad Valorem Special Obligation Revenue Bond, Series 2021 (FP&L Undergrounding Project) authorized by this Resolution, the form of which shall be set forth as in the Loan Agreement as Exhibit "A" thereto. "Bond Counsel" shall mean Bryant Miller Olive P.A., or other nationally recognized bond counsel firm. "Bondholder" shall mean Sterling National Bank, and its approved future successors and assigns, if any, in accordance with the transfer requirements of the Loan Agreement. "Chief Financial Officer" shall mean the Chief Financial Officer of the City. "City" shall mean City of Miami, Florida, a municipal corporation duly organized under the laws of the State. "City Clerk" shall mean the City Clerk of the City or the City Clerk's designee. "City Charter" shall mean the Charter of the City of Miami, Florida, as amended. "City Code" shall mean the Code of the City of Miami, Florida, as amended. "City Commission" shall mean the City Commission of the City of Miami, Florida, as the governing body of the City. "City Manager" shall mean the City Manager of the City or the City Manager's designee. "City Attorney" shall mean the City Attorney of the City or the City Attorney's designee. "Construction Agreement" shall mean the New Underground Transmission Facilities Construction Contribution Agreement between the City and FPL dated November 2017, attached to and incorporated by the Loan Agreement. "Director of Risk Management" shall mean the Director of the Department of Risk Management of the City. "Finance Director" shall mean the Director of the Finance Department of the City. "Financial Advisor" shall mean PFM Financial Advisors, LLC, or any nationally recognized municipal financial advisor. "Interest Payment Date" shall mean each January 1 and July 1 through the Maturity Date commencing January 1, 2022. "Interest Rate" shall mean an annual fixed interest rate not to exceed 2.46% as set forth in the Proposal of the Lender. "IRS Code" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, proposed, or permanent implementing regulations promulgated or applicable thereunder. "Lender" shall mean Sterling National Bank, as the purchaser and holder of the Bond and as Lender under the Loan Agreement and its successors and assigns. "Loan Agreement" shall mean the agreement between the Lender and the City setting forth the terms and details of the term loan from the Lender to the City, attached and incorporated as Exhibit "B", with such modifications or changes as may be necessary or desirable, such approval to be presumed by the execution and delivery thereof by the authorized representatives of the City to the Lender. "Maturity Date" shall mean January 1, 2041. "Non -Ad Valorem Revenues" shall mean all revenues of the City derived from any source whatsoever other than revenues derived from ad valorem taxes imposed on real or personal property, only to the extent that such revenues are legally available to pay the principal of and interest on the Bond. "Owner" shall mean the Person in whose name the Bond shall be registered on the books of the City kept for that purpose in accordance with provisions of this Resolution. The original Owner of the Bond shall be the Lender. "Paying Agent" shall mean the Finance Director. "Person" shall mean natural persons, firms, trusts, estates, associations, corporations, partnerships, and public bodies. "Pledged Revenues" shall mean Non -Ad Valorem Revenues deposited into the Revenue Fund by the City pursuant to a covenant to budget and appropriate established by the Loan Agreement and income received from the investment of moneys deposited into the funds and accounts established by the Loan Agreement. "Principal Amount" shall mean Twenty -Seven Million Dollars ($27,000,000.00). "Principal Payment Date" shall mean each January 1 through the Maturity Date commencing January 1, 2022. "Project" shall mean the construction and installation of 138 kilovolt Transmission Facilities underground on the route within the City to connect Florida Power & Light Company's (`FPL") Coconut Grove substation to an existing 138 kilovolt underground transmission line between FPL's Miami substation and FPL's Key Biscayne substation pursuant to and as described in the New Underground Transmission Facilities Construction Contribution Agreement between the City and FPL dated November 2017. "Proposal" shall mean the proposal dated April 26, 2021, attached and incorporated as Exhibit "A", from Sterling National Bank as the Lender. "Register" shall mean the books maintained by the Registrar in which are recorded the name and address of the Registered Owner of the Bond. "Registered Owner" shall mean the Person in whose name the ownership of the Bond is registered on the books maintained by the Registrar. The initial Registered Owner shall be the Lender or its successors and assigns. "Registrar" shall mean the Finance Director. "Resolution" shall mean this Resolution as from time to time amended or supplemented in accordance with the terms hereof. "SNFC" shall mean Sterling National Funding Corp., a New York corporation and wholly -owned subsidiary of the Lender and the one hundred percent (100%) participant in the Loan through the Lender under the Loan Agreement. "State" shall mean the State of Florida. Section 3. Additional Findings, Determinations, and Declarations. (A) For the benefit of its residents, the City Commission finds, determines, and declares that it is necessary for the continued preservation of the welfare and convenience of the City and its residents to finance the City's portion of the funding of the Project pursuant to the Construction Agreement. Issuance of the Bond to finance the City's portion of funding for the Project pursuant to the Construction Agreement satisfies a public purpose. (B) It is in the best interest of the health, safety, and welfare of the City and the inhabitants thereof that the City pledge the Pledged Revenues to secure the obligations of the City to repay the principal of and interest on the Bond and all other amounts payable thereunder when due. (C) The Pledged Revenues are not now pledged or encumbered in any manner. The Bond shall be secured by and payable from a lien on and pledge of the Pledged Revenues, as provided herein and in the Loan Agreement. (D) The City shall never be required to levy ad valorem taxes or use the proceeds thereof to pay debt service on the Bond or to make any other payments to be made hereunder. The Bond shall not constitute a lien on any property owned by or situated within the limits of the City. (E) The estimated Pledged Revenues for the payment thereof will be sufficient to pay all principal of and interest on the Bond to be issued hereunder, as the same become due, and to make all required reserve or other payments required by the Loan Agreement. (F) The City has received an offer from the Lender ("Offer") in the Lender's Proposal to provide a term loan to the City and to acquire the Bond in connection therewith. (G) In consideration of the term loan, acquisition, and acceptance of the Bond authorized to be issued hereunder by those who shall be the Owner thereof from time to time, this Resolution shall constitute a contract between the City and the Lender or any subsequent Owner. Section 4. Authorization of Bond and the City's Portion of Funding for the Project; Description of the Bond; Registration of the Bond. Subject and pursuant to the provisions of this Resolution, an obligation of the City to be known as the "City of Miami, Florida Tax -Exempt Non - Ad Valorem Special Obligation Revenue Bond, Series 2021 (FP&L Undergrounding Project)" is hereby authorized to be issued under and secured by this Resolution in the principal amount not to exceed Twenty -Seven Million Dollars ($27,000,000.00) for the purposes of financing the City's portion of funding for the Project and paying the costs of issuing the Bond and other necessary related costs. The City's undertakings to provide its portion of funding for the Project has been previously acknowledged in the Intent to Reimburse Resolution and in the Construction Agreement and are reaffirmed and authorized by this Resolution. The Bond shall be dated as of the date of its delivery to the Bondholder on behalf of the Lender and shall mature on the Maturity Date, as to be provided in the Bond and the Loan Agreement. The Bond shall be payable to the Lender and shall bear interest at the fixed annual Interest Rate, calculated on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest will be paid annually on each Interest Payment Date with the first interest payment due on January 1, 2022. Principal will be paid annually on January 1 each year as the Principal Payment Date, with the first principal payment payable on January 1, 2022. On each Principal Payment Date, the City shall pay an annual installment of the outstanding principal due on the Bond in an amount specified in Schedule 1 attached to the Bond. The stated Maturity Date shall be January 1, 2041; provided, however, that the Bond and the Loan Agreement shall also provide for prepayments in accordance with the Proposal. Additionally, the Loan Agreement and the Bond shall set forth provisions for redemption, including partial redemption. Because of the characteristics of the Bond, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Bond, it is in the best interests of the City to accept the Offer of the Lender and the Lender's Proposal to acquire the Bond at a private negotiated sale to evidence its term loan to the City, with the Lender as Bondholder, and also to approve and consent to the one hundred percent (100%) participation of SNFC in the loan with the Lender . Prior to the issuance of the Bond, the City shall receive (A) from the Lender, the Lender's and Bondholder's Certificate, in substantially the attached form as Exhibit "C", and a Disclosure Letter containing the information required by Section 218.385, Florida Statutes, in substantially the attached form as Exhibit "D", and (B) from SNFC, such certificate(s), each in a form acceptable to the City Attorney and Bond Counsel, in order to evidence the participation thereby. The Finance Director is hereby authorized' to be the Registrar and the Paying Agent for the Bond and to maintain the Register for the Bond. The Bond may be exchanged at the office of the Registrar for a like aggregate principal amount of Bond of the same series and maturity as provided in the Loan Agreement. Notwithstanding the foregoing or any provision of this Resolution to the contrary, transfer of the Bond is restricted as provided in the Loan Agreement and in the Bond itself. On the date of the issuance of the Bond, the City shall receive an amount equal to the par amount of the Bond from the Lender as the purchase price of the Bond. The Bond shall be payable in any legal coin or currency of the United States of America which on the respective dates of the Interest Payment Date and the Principal Payment Date is legal tender for the payment of public and private debts. The Bond is hereby authorized to be issued to Sterling National Bank as Bondholder and Lender pursuant to the terms and conditions hereof, of the Loan Agreement, and as set forth in the Bond. The City hereby consents to the one hundred percent (100%) participation by SNFC, as a solely -owned subsidiary of the Lender, pursuant to the terms and conditions of the Loan Agreement, Section5. Form of Bond; Approval of the Loan Agreement and Bond; Execution of the Bond; Bond Mutilated, Destroyed, Stolen, or Lost. The Bond 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 Loan Agreement and the Bond, attached and incorporated as Exhibit "B", are approved, both subject to and pursuant to the provisions hereof. In anticipation of the sale and delivery of the Bond, the City Manager, in consultation with the City Attorney, Bond Counsel, Financial Advisor, and any other necessary City officials, is authorized' to negotiate, to execute, and to deliver, in a form acceptable to the City Attorney and Bond Counsel, the Loan Agreement and the Bond with the Lender with respect to the Bond, and is further authorized' to negotiate, to execute, and to deliver, in a form acceptable to the City Attorney and Bond Counsel, all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Financial Advisor, and any other necessary City officials is further authorized to negotiate, execute, and deliver, in a form acceptable to the City Attorney and Bond Counsel, any changes, modifications, supplements, and amendments to the Loan Agreement, the Bond, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement and the Bond. Additionally, in accordance with the City Charter and City Code, the City Manager, City Clerk, City Attorney, and any other necessary City officials are hereby authorized to execute and deliver all necessary documents, certificates, notices, or other items required under this Resolution. The provisions of such documents as so negotiated, executed, and delivered, all in forms acceptable to the City Attorney and Bond Counsel, are hereby incorporated into and made a part of this Resolution. The Bond 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 Bond and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Bond and the Loan Agreement showing approval of the legal form and correctness thereof and the Director of Risk 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. Management shall sign the Bond and the Loan Agreement showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, the Risk Management Director, and the City Attorney on the Bond may be by facsimile. If any officer whose signature appears on the Bond ceases to hold office before the delivery of the Bond, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper designated officers to sign such Bond, although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Any Bond delivered shall be authenticated by the manual signature of the Finance Director as the Registrar and the registered owner of any Bond so authenticated shall be entitled to the benefits of this Resolution. If the Bond is mutilated, destroyed, stolen, or lost, the City or its agent may, in its discretion, deliver a duplicate replacement Bond or pay a Bond that has matured, is about to mature, or has been called for prepayment. A mutilated Bond shall be surrendered to and cancelled by the Registrar. The holder of any Bond must furnish the City or its agent proof of ownership of any destroyed, stolen, or lost Bond; 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 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen, or lost Bond be at any time found by anyone and such duplicate Bond 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 Bond so mutilated, destroyed, stolen, or lost. Section 6. Application of Proceeds of Bond. The proceeds, including accrued interest and premium, if any, received from the issuance of any or all of the Bond shall be applied by the City simultaneously with the delivery of the Bond to the Lender, as follows: (A) A sum equal to the City's portion of the cost of the Project shall be deposited into the Bond Fund as provided in the Loan Agreement on the date of delivery of the Bond. (B) The remaining proceeds, if any, shall be used to pay the costs of issuance and any other necessary related costs in connection with the issuance, delivery, and sale of the Bond, as directed in writing by the authorized representatives of the City. For purposes of this Resolution, "Costs of Issuance" includes, legal fees, any fees of the Lender, and all other miscellaneous costs associated with the issuance of the Bond. Section 7. Authorization of Other Actions. The City Manager, Chief Financial Officer, Finance Director, City Clerk, Risk Management Director, City Attorney, Bond Counsel, and Financial Advisors are each designated agents of the City in connection with the execution and delivery of the Loan Agreement and the Bond and are authorized and empowered,1 collectively or individually, to take any and all actions and steps to execute and deliver any and all instruments, documents, or contracts on behalf of the City, including a Tax Certificate, which are necessary or desirable in connection with the execution and delivery of the Loan Agreement and the Bond to the Lender, including, but not limited to, the making of modifications to the Loan Agreement and the Bond, as are necessary and desirable and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Offer, the Proposal, or any action relating to the Bond, heretofore taken by the City and/or by the Financial Advisor, Bond Counsel, City Manager, City Attorney, or other necessary City officials, employees, representatives, and agents. Such officials, employees, agents, representatives, and those so designated are hereby charged with the responsibility for the issuance of the Bond on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel. Any and all costs incurred in connection with the issuance of the Bond are hereby authorized' to be paid from the proceeds of the Bond and from any other City funds that have previously been designated by the City for such payments. Section 8. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments of the City in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with City funding for the Project and with ongoing compliance for the Bond are hereby ratified, approved, and confirmed. Section 9. 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, 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, and provisions of this Resolution, or of the Bond issued hereunder, and in no way affect the validity of all other provisions of the Bond or the Loan Agreement delivered hereunder. Section 10. 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, the City Charter, the City Code, and provided by the Constitution and laws of the State. No covenant, stipulation, obligation, or agreement contained herein shall be deemed to be a covenant, stipulation, obligation, or agreement of any present or future member, official, agent, representative, or employee of the City in his or her individual capacity and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, nor any other official executing the Bond, the Loan Agreement, or any other documents, instruments, certificates, and notices in connection therewith shall be liable personally on the Bond, the Loan Agreement, 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 financing of the City's portion of the funding for the Project. Section 11. Continuing Compliance. The City Commission hereby authorizes' the City Manager, City Clerk, Financial Adviser, City Attorney, Bond Counsel, and all other necessary City officials and departments to undertake and to provide for executions and deliveries of all necessary documents, disclosures, certifications, and notices for continuing compliance for the Loan Agreement and the Bond in accordance with the United States Internal Revenue Service, United States Securities and Exchange Commission, City Charter, City Code, Intent to Reimburse Resolution, and other Federal, State, and local laws, rules, regulations, and requirements. Section 12. Effective Date. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: Barnaby I_. Min, Deputy City Attorney 6/1/2021