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HomeMy WebLinkAboutLegislation-SUBTHIS DOCUMENT 13 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2C21 JUN -8 AM 11= 15 O'-FICr - ' CLERK GY l h ;i r;rAif�I 1\ "A. :ssA r 0 it Substituted for PH1 on June 10, 2021 City Commission Regular Agenda City of Miami Legislation Resolution: City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 9004 Final Action Date: 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 ("SNFC'') 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 900Lf L islQfion-SU�3 J THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 proposer 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 THIS DOCUMENT I5 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "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 8 Light Company's 4`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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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: Section 5. 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 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 authorized1 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 Management shall sign the Bond and the Loan Agreements 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 THIS DOCUMENT I5 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN LIE SEEN AT THE END OF THIS DOCUMENT. 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 shalt 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,' collectively or individually, to take all any and 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 THIS DOCUMENT I5 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the Band, 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 authorizedl 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. Na 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 1 The hereinauthorization 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. THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: If the Mayor does not sign this Resolution, it shall become effective at the end of ten (I0) 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. File Number: 9004 City of Miami Legislation Resolution: City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final ction Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACH NT(S), AUTHORIZING THE ISSUANCE OF THE NOT TO EXCEED TWENT SEVEN MILLION DOLLARS ($27,000,000.00) TAX EXEMPT NON -AD VAL , ' EM SPECIAL OBLIGATION REVENUE BOND, SERIES 2021 (FP&L UNDERGROUNDING PROJECT) (°BOND'') FOR THE PURPO S OF FINANCING THE CITY OF MIAMI'S ('CITY") PORTION OF A ' RTAIN CAPITAL PROJECT AND PAYING COSTS OF ISSUANCE COSTS RELATED THERETO PROVIDING THAT THE B LIMITED OBLIGATION OF THE CITY PAYABLE FROM REVENUES, AS PROVIDED HEREIN; PROVIDING F SECURITY, AND REMEDIES FOR THE OWNER OF THE SELECTION OF THE PROPOSAL FROM ST AS THE LENDER ("LENDER") AND AUTHORIZI NEGOTIATED SALE OF SUCH BOND ON BEH WHOLLY -OWNED SUBSIDIARY, STERLING NEW YORK CORPORATION (aSNFC") AN BONDHOLDER FOR THE LENDER PUR CONDITIONS DESCRIBED HEREIN AN LOAN AGREEMENT AND THE BOND. TO DETERMINE THE INTEREST R PARAMETERS AS SET FORTH H MANAGER TO NEGOTIATE, EX CONSULTATION WITH THE C DIRECTOR, FINANCIAL ADV DIRECTOR, CITY ATTORN THE BOND, AND ANY AN CERTIFICATES, AND I EXTENSIONS, RENE CITY TO FINANCE T UNDERGROUNDI DESCRIBED BE ACTIONS BY T CITY ATTOR OFFICIALS. NECESS OFFICI FINAN ACC WI D OTHER D SHALL BE A EDGED THE RIGHTS, E BOND; APPROVING ING NATIONAL BANK THE PRIVATE F OF THE LENDER TO ITS ATIONAL FUNDING CORP., A ONSENTING TO SNFC AS ANT TO THE TERMS AND AS FURTHER SET FORTH IN THE; UTHORIZING THE CITY MANAGER FOR THE BOND WITHIN SUCH EIN AND AUTHORIZING THE CITY ! �; UTE, AND DELIVER, AFTER F FINANCIAL OFFICER, FINANCE -- OR, CITY CLERK, RISK MANAGEMENT �F2 AND BOND COUNSEL, A LOAN AGREEME10, ALL OTHER NECESSARY DOCUMENTS, RUMENTS, INCLUDING MODIFICATIONS, LS, AND AMENDMENTS THERETO, ALL FOR THE CITY'S PORTION OF FUNDING FOR THE FP&L PROJECT WITHIN THE DESIGNATED CITY AREAS ("PROJECT'); AUTHORIZING OTHER REQUIRED CITY MANAGER, CITY CLERK, FINANCIAL ADVISORS, Y, BOND COUNSEL. AND ANY OTHER NECESSARY CITY ATIFYING, APPROVING, AND CONFIRMING CERTAIN ACTIONS OF THE CITY MANAGER AND DESIGNATED CITY IN ORDER TO UPDATE THE RELEVANT CAPITAL PROJECTS, AL CONTROLS, PROJECT CLOSE-OUTS, COMPLETED PROJECTS, NTING ENTRIES, AND COMPUTER SYSTEMS IN CONNECTION THE CITY FUNDING FOR THE PROJECT AND WITH ONGOING PLIANCE FOR THE BOND; FURTHER AUTHORIZING THE CITY ANAGER, 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 co City of Miami Page 1 of 10 File ID: 9004 (Revision:) Printed On: 6/1012021 SUBSTITUTED File ID: 9004 Enactment Number: IN ACCORDANCE WITH UNITED STATES INTERNAL REVENUE SERVI THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, T CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, THE CIF f E OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, THE INTENT TO RE BURSE RESOLUTION, AND OTHER FEDERAL, STATE OF FLORIDA, AND KCAL LAWS, RULES, REGULATIONS, AND REQUIREMENTS; PROVID G AN EFFECTIVE DATE. WHEREAS, the City of Miami ("City") entered into the New Uerground Transmission Facilities Construction Contribution Agreement dated November 2 1 with Florida Power & Light Company ("FPL") ("Construction Agreement") wherein the agreed to contribute the not to exceed amount of Twenty -Seven Million Dollars ($27,000,00, '0) for the City's share of the shared cost to complete the Project, as defined herein; and WHEREAS, on July 26, 2018, the City Commissio : dopted 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 nd financial institutions for the issuance of Tax -Exempt Special Obligation Bonds for the fi ncing of the Project and received multiple proposals which were evaluated by the Financia dvisor for responses consistent with the City's needs; and WHEREAS, the proposals and recoendations by the Financial Advisor were reviewed and recommended by the City's dministration to the City's Finance Committee on April 28, 2021, with the proposal dated + ril 26, 2021 ("Proposal") from Sterling National Bank ("Lender") being recommended by the nance Committee as the most responsive and responsible proposer providing the st favorable covenants to lend to the City the funds in the not to exceed amount of Twenty-S: en Million Dollars ($27,000,000.00) necessary to finance the City's portion of funding for th roject and to pay transactional expenses ("Loan"), which Loan shall be evidenced by the •t to exceed amount of Twenty -Seven Million Dollars ($27,000,000.00) City of Mia Florida Tax -Exempt Non -Ad Valorem Special Obligation Revenue Bond, Series 2021 P&L Undergrounding Project) ("Bond"); and WHEREAS, the der is requesting for the City to consent to its wholly -owned subsidiary, Sterling Na al Funding Corp., a New York corporation ("SNFC"), becoming the sole bondholder on b: alf of the Lender ("Bondholder") pursuant to the terms and conditions described herein, a -et forth in the Loan Agreement, and as set forth in the Bond; and WHERE • ., it is hereby determined that it is in the best interests of the City for the City Commission to .tify, approve, and confirm certain necessary actions of the City Manager and designated officials in order to update the relevant capital projects, financial controls, project cios outs, completed projects, accounting entries, and computer systems in connection with the '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 Ci ommission to further authorize the City Manager, City Clerk, Financial Adviser, City rney, Bond Counsel, and all other necessary City officials and departments to undertake d 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 SUBSTITUTED City of Miami Page 2 of 10 File ID: 9004 (Revision:) Printed on: 6/10/2021 File ID: 9004 Ena• ment Number: with the United States Internal Revenue Service, the United States Securities an xchange Commission, the Charter of the City of Miami, Florida, as amended ("City Cha "), the Code of the City of Miami, Florida, as amended ("City Code"), the Intent to Reimburse esolution, and all other Federal, State of Florida ("State"), and local laws, rules, regulation and requirements; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMM! •ION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority for this Resolution; Recitals, Findings, and •eterrninations. This Resolution is adopted pursuant to the provisions of the State Con tution, State Laws including Chapter 166, Florida Statutes, the City Charter, the City Code, t• Intent to Reimburse Resolution, other applicable City resolutions, and other applic.. e provisions of law (collectively, "Act"). The recitals, determinations, and findings contained i e Preamble of this Resolution are adopted by reference and incorporated as if fully set fo in this Section. Section 2. Definitions. All capitalized undefined to ► shall have the same meaning as set forth in this Resolution, the Proposal, and as defined i► he Loan Agreement and the Bond. In addition to the words and terms defined in the recite to this Resolution, the following terms, unless the context otherwise requires, shall have t meanings specified in this Section. Words importing the singular shall include the plural in e h case and vice versa. "Act" shall have the meaning a- ribed in Section 1. "Bond" shall mean the not t• -xceed Twenty -Seven Million Dollars ($27,000,000.00) City of Miami, Florida T -Exempt Non -Ad Valorem Special Obligation Revenue Bond, Series 2021 (FP&L Un' rgrounding Project) authorized by this Resolution, the form of which shall be set forth as in Loan Agreement as Exhibit "A" thereto. "Bond Counsel" sh• mean Bryant Miller Olive P.A., or other nationally recognized bond counsel firm. "Bondholder" all mean Sterling National Funding Corp., a New York corporation and wholly -ow . subsidiary of the Lender ("SNFC"). "Chief Fi ncial Officer" shall mean the Chief Financial Officer of the City. "City" all mean City of Miami, Florida, a municipal corporation duly organized under the laws of t State. y 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 t governing body of the City. "City Manager" shall mean the City Manager of the City or the City Manager's esignee. SUBSTITUTED City of Miami Page 3 of 10 File ID: 9004 (Revision: ) Printed on: 6/10/2021 File Id: 9004 designee. Enactment Number: "City Attorney" shall mean the City Attorney of the City or the City Attorney' "Construction Agreement" shall mean the New Underground Transmi- . on Facilities Construction Contribution Agreement between the City and FPL dated N • ember 2017, attached to and incorporated by the Loan Agreement. "Director of Risk Management" shall mean the Director of the Management of the City. "Finance Director" shall mean the Director of the Financ "Financial Advisor" shall mean PFM Financial Advis recognized municipal financial advisor. partment of Risk epartment of the City. LLC, or any nationally "Interest Payment Date" shall mean each Janu 1 and July 1 through the Maturity Date commencing January 1, 2022. "Interest Rate" shall mean an annual fixes terest rate not to exceed 2.46% as set forth in the Proposal of the Lender. "IRS Code" shall mean the Internal temporary, proposed, or permanent implementi thereunder. venue Code of 1986, as amended, and all egulations promulgated or applicable "Lender" shall mean Sterlin ational Bank, as the purchaser and holder of the Bond and as Lender under the Loan Agr: ent, and its successors and assigns. "Loan Agreement" shcan the agreement between the Lender and the City setting forth the terms and details o e term loan from the Lender to the City, attached and incorporated as Exhibit "B", with h modifications or changes as may be necessary or desirable, such approval to be • •sumed by the execution and delivery thereof by the authorized representatives of e City to the Lender. "Maturity D shall mean January 1, 2041. "Non- • • alorem Revenues" shall mean all revenues of the City derived from any source whatso r other than revenues derived from ad valorem taxes imposed on real or personal property .nly to the extent that such revenues are legally available to pay the principal of and erest on the Bond. "Owner" shall mean the Person in whose name the Bond shall be registered on the books the City kept for that purpose in accordance with provisions of this Resolution. The original r ner of the Bond shall be the Lender. "Paying Agent" shall mean the Finance Director. "Person" shall mean natural persons, firms, trusts, estates, associations, orporations, partnerships, and public bodies. SUBSTITUTED City of Miami Page 4 of 10 File ID: 9004 (Revision:) Printed on: 6/10/2021 File ID: 9004 Enactment plumber: "Pledged Revenues" shall mean Non -Ad Valorem Revenues deposited i•to the Revenue Fund by the City pursuant to a covenant to budget and appropriate establis d by the Loan Agreement and income received from the investment of moneys deposited int• he funds and accounts established by the Loan Agreement. "Principal Amount" shall mean Twenty -Seven Million Dollars ($ ,000,000.00). "Principal Payment Date" shall mean each January 1 throw the Maturity Date commencing January 1, 2022. "Project" shall mean the construction and installation o 38 kilovolt Transmission Facilities underground on the route within the City to connect Florid. ower & Light Company's (`FPL") Coconut Grove substation to an existing 138 kilovolt unde ound transmission line between FPL's Miami substation and FPL's Key Biscayne subst ion pursuant to and as described in the New Underground Transmission Facilities Cotruction Contribution Agreement between the City and FPL dated November 2017 "Proposal" shall mean the proposal dated •ril 26, 2021, attached and incorporated as Exhibit "A", from Sterling National Ban :s the Lender. "Register" shall mean the books main . ined by the Registrar in which are recorded the name and address of the Registered Owner of e Bond. "Registered Owner" shall mean e Person in whose name the ownership of the Bond is registered on the books maintained b he Registrar. The initial Registered Owner shall be the Lender or its successors and assigns. "Registrar" shall mean tFinance Director. "Resolution" shall m n this Resolution as from time to time amended or supplemented in accordance wit e terms hereof. "SNFC" shall an Sterling National Funding Corp., a New York corporation and wholly -owned subsidiary of Lender acting as Bondholder for the Lender. "State" $ mean the State of Florida. Section 3. Additi. al Findings, Determinations, and Declarations. For the benefit of its residents, the City Commission finds, determines, and declares t it is necessary for the continued preservation of the welfare and convenience of the City an' is residents to finance the City's portion of the funding of the Project pursuant to the Constru ' on Agreement. issuance of the Bond to finance the City's portion of funding for the Proje •ursuant 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 i' abitants thereof that the City pledge the Pledged Revenues to secure the obligations of th ity to repay the principal of and interest on the Bond and all other amounts payable tr reunder when due. SUBSTITUTED City of Miami Page 5 of 10 File ID: 9004 (Revision:) Printed on: 6/10/2021 File ID: 9004 Enactment Number: (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 taxe- •r use the proceeds thereof to pay debt service on the Bond or to make any other pay is to be made hereunder. The Bond shall not constitute a lien on any property owned by • situated within the limits of the City. (E) The estimated Pledged Revenues for the payrn - t thereof will be sufficient to pay all principal of and interest on the Bond to be issue • ereunder, as the same become due, and to make all required reserve or other payments r quired by the Loan Agreement. (F) The City has received an offer from th. ender ("Offer) in the Lender's Proposal to provide a term loan to the City and to acquire t Bond in connection therewith. (G) In consideration of the term loan, quisition, and acceptance of the Bond authorized to be issued hereunder by those who shall the Owner thereof from time to time, this Resolution shall constitute a contract between t City and the Lender or any subsequent Owner. Section 4. Authorization of Bond and t► - City's Portion of Funding for the Project; Description of the Bond; Registration of the B• d. Subject and pursuant to the provisions of this Resolution, an obligation of the City to be k •wn as the "City of Miami, Florida Tax -Exempt Non - Ad Valorem Special Obligation Revenue nd, Series 2021 (FP&L Undergrounding Project) is hereby authorized to be issued under a ' • secured by this Resolution in the principal amount not to exceed Twenty -Seven Million Dollar ($27,000,000.00) for the purposes of financing the City's portion of funding for the Proj and paying the costs of issuing the Bond and other necessary related costs. The City' 4 ndertakings to provide its portion of funding for the Project has been previously acknowledg-. in the Intent to Reimburse Resolution and in the Construction Agreement and ar reaffirmed and authorized by this Resolution. The Bond shall be d. ed as of the date of its delivery to the Bondholder on behalf of the Lender and shall mature •. the Maturity Date, as to be provided in the Bond and the Loan Agreement. The Bond sr .II be payable to the Lender and shall bear interest at the fixed annual Interest Rate, calculate on the basis of a 360-day year consisting of twelve (12) 30-day months. Interest will .e paid annually on each Interest Payment Date with the first interest payment due on J ary 1, 2022. Principal will be paid annually on January 1 each year as the Principal Payme late, with the first principal payment payable on January 1, 2022. On each Principal Paym t Date, the City shall pay an annual installment of the outstanding principal due on the B. d in an amount specified in Schedule 1 attached to the Bond. The stated Maturity Da shall be January 1, 2041; provided, however, that the Bond and the Loan Agreeme hall also provide for prepayments in accordance with the Proposal. Additionally, the Loan Agement and the Bond shall set forth provisions for redemption, including partial redem► on. Because of the characteristics of the Bond, prevailing market conditions, and additional ings to be realized from an expeditious sale of the Bond, it is in the best interest of the City 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. Prior to the issuance of the Bond, the City shall receive from the Lender and the Bondholder the Lender's and Bondholder's Certificate, in SUBSTITUTED City of Miami Page 6 of 10 File ID: 9004 (Revision+:) Printed on: 6/1012021 File ID: 9004 Enactment Number: substantially the attached form as Exhibit °C", and a Disclosure Letter containing - information required by Section 218.385, Florida Statutes, in substantially the attached form s Exhibit "D". The Finance Director is hereby authorized' to be the Registrar and th 'aying Agent for the Bond and to maintain the Register for the Bond. The Bond may be exc . nged at the office of the Registrar for a like aggregate principal amount of Bond of the sam -eries and maturity as provided in the Loan Agreement. Notwithstanding the foregoing or a provision of this Resolution to the contrary, transfer of the Bond is restricted as provide in the Loan Agreement and in the Bond itself. On the date of the issuance of the Bond, the City shall rec- e an amount equal to the par amount of the Bond from the Lender as the purchase price • the Bond. The Bond shall be payable in any legal coin or currency of the United States of Aerica which on the respective dates of the Interest Payment Date and the Principal Payme• Date is legal tender for the payment of public and private debts. The Bond is hereby authorized to be issued to C, a solely -owned subsidiary of the Lender, and the City hereby consents to SNFC as the ondholder pursuant to the terms and conditions hereof, of the Loan Agreement, and as s-. orth in the Bond. Section 5. Form of Bond; Approval of th = oan Agreement and Bond; Execution of the Bond; Bond Mutilated, Destroyed, Stolen, or Lo The Bond shall be in substantially the form attached as Exhibit "A" to the Loan Agreemen ith only such omissions, insertions, and variations as may be necessary and desirab and permitted by this Resolution or by any subsequent ordinance or resolution adopt:- prior to the issuance thereof. The Loan Agreement and the Bo •, attached and incorporated attached and incorporated as Exhibit "B", are appro d, both subject to and pursuant to the provisions hereof. In anticipation of the sale and delive of the Bond, the City Manager, in consultation with the City Attorney, Bond Counsel, Fina► ial Advisor, and any other necessary City officials, is authorized' to negotiate, to exec , and to deliver, in a form acceptable to the City Attorney and Bond Counsel, the Loan A► -ement and the Bond with the Lender with respect to the Bond, and is further authorized' to •otiate, to execute, and to deliver, in a form acceptable to the City Attorney and Bond Co el, all other necessary documents, agreements, and instruments. The City Manager, after c• sultation with the City Attorney, Bond Counsel, the Financial Advisor, and any other n essary City officials is further authorized' to negotiate, execute, and deliver, in a form acce• ble to the City Attorney and Bond Counsel, any changes, modifications, supple' -nts, and amendments to the Loan Agreement, the Bond, and any and all other agreement documents, and instruments as should be deemed necessary or desirable and to take such . er actions as shall be necessary to implement the terms and conditions of the Loan Agree • •nt and the Bond. Additionally, in accordance with the City Charter and City Code, the City anager, City Clerk, City Attorney and any other necessary City officials are hereby autho ed' to execute and deliver all necessary documents, certificates, notices, or other items quired under this Resolution. The provisions of such documents as so negotiated,. executed nd delivered, all in forms acceptable to the City Attorney and Bond Counsel, are hereby i- orporated 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 ity shall be imprinted, reproduced, or lithographed on the Bond and attested to and c• ntersigned by the City Clerk. In addition, the City Attorney shall sign the Bond and the Loan reement showing approval of the legal form and correctness thereof and the Director of Risk anagement shall sign the Bond and the Loan Agreements showing approval as to the City's SUBSTITUTED City of Miami Page 7 of 10 File ID: 9004 (Revision: } Printed on: 6/10/2021 Fife ID: 9004 Enactment Number: 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 nd, his or her signature shall nevertheless be valid and sufficient for all purposes. In additio any Bond may bear the signature of, or may be signed by, such persons as at the actual time execution of such Bond shall be the proper designated officers to sign such Bond, although the date of such Bond or the date of delivery thereof such persons may not have been suc► officers. Any Bond delivered shall be authenticated by the manual signature of the Finance •irector as the Registrar and the registered owner of any Bond so authenticated shall be e led to the benefits of this Resolution. If the Bond is mutilated, destroyed, stolen, or lost, the City or it- .gent may, in its discretion, deliver a duplicate replacement Bond or pay a Bond that ' :s matured, is about to mature, or has been called for prepayment. A mutilated Bond sha •e surrendered to and cancelled by the Registrar. The holder of any Bond must furnish e City or its agent proof of ownership of any destroyed, stolen, or lost Bond; post satisfac indemnity; comply with any reasonable conditions the City or its agent may prescribe; an pay the reasonable expenses of the City or its agent. Any such duplicate Bond shall constitute an orial contractual obligation on the part of the City whether or not the destroyed, stolen, or lost : d be at any time found by anyone and such duplicate Bond shall be entitled to equal and p portionate benefits and rights as to lien on and source of payment of and security for payme ram the funds pledged to the payment of the Bond so mutilated, destroyed, stolen, or lost Section 6. Application of Proceeds • :ond. The proceeds, including accrued interest and premium, if any, received from the iss nce of any or all of the Bond shall be applied by the City simultaneously with the delivery of t Bond to the Lender, as follows: (A) A sum equal t• e City's portion of the cost of the Project shall be deposited into the Bond Fund as pr ided in the Loan Agreement an the date of delivery of the Bond. (B) The re ing proceeds, if any, shall be used to pay the costs of issuance and any other necessary re ed costs in connection with the issuance, delivery, and sale of the Bond, as directed in writi .y the authorized representatives of the City. For purposes of this Resolution, "Costs of Is .ante" includes, legal fees, any fees of the Lender, and all other miscellaneous costs . ociated with the issuance of the Bond. Section 7. Authorization of Other Actions. The City Manager, Chief Financial Officer, Finance Director ity Clerk, Risk Management Director, City Attorney, Bond Counsel, and Financial Advi s are each designated agents of the City in connection with the execution and delivery of th- oan Agreement and the Bond and are authorized and empowered,' collectively or individually . take all any and actions and steps to execute and deliver any and all instruments, docume ., or contracts on behalf of the City, including a Tax Certificate, which are necessary or desirab In connection with the execution and delivery of the Loan Agreement and the Bond to the Lend including, but not limited to, the making of modifications to the Loan Agreement and the Bo as are necessary and desirable and which are specifically authorized or are not i .nsistent with the terms and provisions of this Resolution, the Offer, the Proposal, or y 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, SUBSTITUTED City of Miami Page 8 of 10 File ID: 9004 (Revision:) Printed on: 6110/2021 FiIo ID: 9004 Enactment Number: representatives, and those so designated are hereby charged with the responsibility . r 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, in ding its Financial Advisor and Bond Counsel. Any and all costs incurred in connection h the issuance of the Bond are hereby authorized' to be paid from the proceeds of e Bond and from any other City funds that have previously been designated by the City such payments. Section 8. Ratifications, Approvals, and Confirmations. Certain n essary actions by the City Manager and the designated Departments of the City in order ti pdate the relevant financial controls, project close-outs, accounting entries, and compute ystems in connection with City funding for the Project and with ongoing compliance for the .ond are hereby ratified, approved, and confirmed. Section 9. Severability. If any one or more of the cove nts, agreements, or provisions of this Resolution should be held contrary to any express pro ion of law or contrary to the policy of express law, though not expressly prohibited, or a..Inst public policy or shall for any reason whatsoever be held invalid, then such covenants, . reements, or provisions shall be null and void and shall be deemed severed from the remain . covenants, agreements, and provisions of this Resolution, or of the Bond issued he under, and in no way affect the validity of all other provisions of the Bond or the Loan Agre ent delivered hereunder. Section 10. Controlling Law; Members, icials, Agents, Representatives, and Employees of City Not Liable. All covenants, s ' .ulations, obligations, and agreements of the City contained in this Resolution shall be de ed to be covenants, stipulations, obligations, and agreements of the City to the full extent au •rized by the Act, the City Charter, the City Code, and provided by the Constitution and law- ■f the State. No covenant, stipulation, obligation, or agreement contained herein shall be d ed to be a covenant, stipulation, obligation, or agreement of any present or future m ber, official, agent, representative, or employee of the City in his or her individual capacity d neither the members of the City Commission, the Mayor, the City Clerk, City Attorn� City Manager, nor any other official executing the Bond, the Loan Agreement, or any other duments, instruments, certificates, and notices in connection therewith shall be liable perso ► . ly on the Bond, the Loan Agreement, or this Resolution or shall be subject to any personal li..ility or accountability by reason of the issuance or the execution by the City or such respec ' e members, officials, agents, representatives, or employees thereof, or by reason of - financing of the City's portion of the funding for the Project. Section 11. ► • ntinuing Compliance. The City Commission hereby authorizes' the City Manager, City Cler Financial Adviser, City Attorney, Bond Counsel, and all other necessary City officials and ' partments to undertake and to provide for executions and deliveries of all necessary doc ents, disclosures, certifications, and notices for continuing compliance for the Loan Agreem t and the Bond in accordance with the United States Internal Revenue Service, United Stat:. Securities and Exchange Commission, City Charter, City Code, Intent to Reimburs: esolution, and other Federal, State, and local laws, rules, regulations, and require + nts. 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. SUBSTITUTED City of Miami Page 9 of 10 File ID: 9004 (Revision:) Printed on: 6/1012021 File ID: 9004 nactment Number: Section 12. Effective Date. This Resolution shall become effective i ediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: Barnaby L. Min, Deputy City Attorney 6/1/2021 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. SUBSTITUTED City of Miami Page 10 of 10 File ID: 9004 (Revision: }Printed on: 6/10/2021