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HomeMy WebLinkAboutR-17-0542City of Miami Legislation Resolution R-17-0542 File Number: 3121 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 11/16/2017 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING NOTE, TAXABLE PENSION SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM PNC BANK, NATIONAL ASSOCIATION ("PURCHASER" AND "LENDER") AND PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID NOTE TO THE LENDER; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ANY AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS, NOTE REGISTRAR, ESCROW AGENT, PAYING AGENTS, AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ANY AND ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF SIX MILLION THREE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($6,385,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF THE CITY'S NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2009 ("SERIES 2009 BONDS"); AUTHORIZING THE TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE SERIES 2009 BONDS, IF ANY, FOR REDEMPTION IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION (AS DEFINED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS DEFINED BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES 2009 BONDS; DELEGATING AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION AGENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. City of Miami Page 1 of 11 File ID: 3121 (Revision: 8) Printed On: 212812018 File ID: 3121 Enactment Number: R-17-0542 ..Body WHEREAS, the City of Miami ("City") has currently outstanding Six Million Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) of its previously issued Thirty -Seven Million Four Hundred Thirty -Five Thousand Dollars ($37,435,000) of Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 ("Series 2009 Bonds"), issued July 16, 2009; and WHEREAS, in order to obtain interest savings in an estimated amount of One Million Two Hundred Forty Thousand Dollars ($1,240,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Series 2009 Bonds, if any, to redeem said Series 2009 Bonds in accordance with the related Resolution No. 08-0703, adopted December 11, 2008 ("Authorizing Resolution") and Continuing Disclosure Agreement, dated as of July 16, 2009 ("Continuing Disclosure Agreement"), and (b) to issue in a total aggregate principal amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 ("Note") to advance refund a portion of the Series 2009 Bonds currently in an outstanding principal amount of Six Million Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00), which will become subject to optional redemption as of December 1, 2019 and mature on December 1St in the years 2023 and 2025 (collectively, "Series 2009 Bonds to be Refunded"); and WHEREAS, a total of Six Hundred Six Dollars ($606.00) is remaining from the proceeds and interest of the Series 2009 Bonds and in continuing compliance with the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds, the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects transfer to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred Six Dollars ($606.00) for debt service) for remaining proceeds, interest earnings, and project close-outs related thereto; and WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial Advisor'), issued a Request for Proposals to banking and financial institutions for refinancings and refundings of the Series 2009 Bonds to be Refunded 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 Administration to the City's Finance Committee, with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the PNC Bank, National Association ("Purchaser' and "Lender") being recommended by the Finance Committee on November 8, 2017, as the most responsive and responsible proposer, to privately purchase and to hold the Note not for resale with limited restricted assignability, to provide for the refunding of the Series 2009 Bonds to be Refunded, and to provide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine, and declare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to PNC Bank, National Association is in the best interests of the City due to the complexities of the market, the timings of the defeasance, advance refunding and redemption of the Series 2009 Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, legally available non -ad valorem revenues are proposed to be pledged to repay the Note; and City of Miami Page 2 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments; to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith; to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Series 2009 Bonds to be Refunded; and to authorize the City Manager, City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do any and all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Note, the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, and to accomplish the continuing compliance for the Series 2009 Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2009 Bonds, the Authorizing Resolution, and Continuing Disclosure Agreement; and WHEREAS, this Resolution attaches and incorporates Composite Exhibit "A" to reflect modifications made on the floor to enable the City Manager to update the necessary terms and conditions in a form acceptable to the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, and Financial Advisor; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida ("State"); Chapter 166, Florida Statutes as amended; Part VII of Chapter 159, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions; and other applicable provisions of law (collectively, the "Act"). Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Note. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein unless the context otherwise requires: "Bond Counsel" means Foley and Lardner LLP, Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar' means the Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended from time to time. "Escrow Agent" means the bank or financial institution selected and appointed as the escrow agent by the City Manager. City of Miami Page 3 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 "Escrow Deposit Agreement(s)" means the Escrow Deposit Agreement(s) to be entered into between the City and the Escrow Agent providing for the advance refunding, defeasance, and redemption of the Series 2009 Bonds to be Refunded. "Financial Advisor' means PFM Financial Advisors, LLC. "Fiscal Year' means the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Rate" means a not to exceed interest rate per annum (as adjusted pursuant to the Loan Agreement) that will provide for a net present value savings required by the City's debt management policy. "Loan Agreement" means the loan agreement to be entered into between the City and PNC Bank, National Association, as the Lender and Purchaser, in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means December 1, 2025. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein. "Note" means the not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) City of Miami Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 authorized pursuant to this Resolution. "Payment(s)" means all amounts payable by the City of principal, interest, and prepayment penalty, if any, on the Note and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on December 1 commencing December 1, 2018; (b) that interest payments shall be paid semi-annually each December 1 and June 1 commencing June 1, 2018; and (c) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director of the City. "Purchaser" and "Lender' means PNC Bank, National Association, as direct placement purchaser and holder of the Note. "Pledged Funds" means collectively the amounts on deposit in the Note Fund and any other funds and accounts created pursuant to the Loan Agreement and therein pledged to secure the Note, including Pledged Revenues. "Pledged Revenues" means 1) Non Ad -Valorem Revenues deposited into the Note Fund established by this Resolution and the Loan Agreement and in accordance with requirements of the pledged revenue structures of the Authorizing Resolution for the previous Series 2009 Bonds, 2) to the extent necessary any other funds deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by this Resolution and the Loan Agreement, and 3) income received from the investment of moneys deposited into the funds and accounts established by this Resolution and the Loan Agreement. City of Miami Page 4 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 "Proposal" means the attached and incorporated proposal dated October 30, 2017, from PNC Bank, National Association, as Lender and Purchaser, to the City. "Resolution(s)" means this Resolution No. R-17-0542, adopted by the City Commission of the City of Miami, Florida on November 16, 2017, as amended and supplemented from time to time. "Series 2009 Bonds" means the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009. "Series 2009 Bonds to be Refunded" means the City's currently outstanding Series 2009 Bonds to be advance refunded by the Note in the amount of Six Million, Three Hundred Eighty - Five Thousand Dollars ($6,385,000.00) maturing on December 1 in the years 2023 (a portion thereof) and 2025. "Verification Agent" means the qualified verification agent appointed by the City Manager. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (i) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (iv) The Pledged Revenues consist of multiple revenue sources which require extensive planning and explanation to the market and which must continue in accordance with requirements of the pledged revenue structures of the Authorizing Resolution for the previous Series 2009 Bonds; (v) Market conditions are such that this type of credit would be well received by financial institutions; (vi) The vagaries of the current and near future municipal Note market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and (vii) The structure and timing of the related advance refunding and redemptions of a portion of the Series 2009 Bonds to be Refunded require extensive planning. B. It is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings of an estimated One Million Two Hundred Forty Thousand City of Miami Page 5 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 Dollars ($1,240,000.00) (net present value) in interest payments on the Series 2009 Bonds without extending the time for such payments. C. The Note shall be payable from the Pledged Funds. D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds are not now pledged or encumbered in any other matter. F. The Note shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the Note, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 2009 Bonds and the Note and the previous obligations of the City that also contain a covenant to budget and appropriate legally available funds. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the direct placement Proposal from PNC Bank, National Association for the private placement and negotiated sale of the Note to the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) to advance refund the Series 2009 Bonds to be Refunded and to provide for costs of issuance of the Note. Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments; Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to be known as the "Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017" is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreements and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, City of Miami Page 6 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 the Finance Director, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreements, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreements. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. The City Manager is delegated the authority (1) to select and appoint a bank or other financial institution to serve as the Escrow Agent, and (2) to select and appoint a qualified Verification Agent, both based upon proposals received and reviewed by the City's Financial Advisor in connection with the Escrow Deposit Agreement for the advance refunding of the Series 2009 Bonds to be Refunded. Section 6. Description of the Note. The Note shall be issued as one (1) fully registered Note in the principal amount not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), shall be dated as of the date of its delivery to the Lender as the Purchaser thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 day year. Interest will be paid semi-annually each June 1 and December 1 with the first interest payment due on June 1, 2018. Principal will be paid annually on December 1 each year, with the first principal payment payable on December 1, 2018. The Maturity Date shall be December 1, 2025; provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Anything herein or in the Note to the contrary notwithstanding, in no event shall the interest rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the Note shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged in whole at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the new purchaser has received the prior written consent of the City and has previously executed and provided to the City a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, City of Miami Page 7 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 10. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants and agrees to budget and appropriate in its annual budget, by amendment if necessary, from Non Ad -Valorem Revenues, lawfully available in each Fiscal Year, amounts sufficient to satisfy the Payments for such Fiscal Year due during such Fiscal Year as provided in the Loan Agreement and the Note. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other notes, bonds, and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential City of Miami Page 8 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. The City represents that the advance refunding of the Series 2009 Bonds to be Refunded serves essential public purposes and shall provide a significant cost savings to the City. Section 11. Continuing Disclosure Covenants. The City shall undertake such "best practices" as provided in the Loan Agreement for continuing disclosures. Section 12. Security; Note Not General Indebtedness. The Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Note shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 13. Sale of Note to Refund and to Redeem the outstanding Series 2009 Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and of not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attorney are hereby authorized to execute and deliver the Note in substantially the form set forth in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem and to refund on an advance basis the Series 2009 Bonds to be Refunded, as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note is being issued or as necessary in connection with the redemption and advance refunding of the Series 2009 Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to 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 City of Miami Page 9 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 the remaining covenants, agreements or provisions of this Resolution, or of the Note issued hereunder, or regarding the defeasing and advance refunding of the Series 2009 Bonds to be Refunded. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, nor any other official executing the Note shall be liable personally on the Note or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or such respective members, officials, agents, representatives or employees thereof, or by reason of the redemption and advance refunding of the Series 2009 Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and advance refunding of the Series 2009 Bonds to be Refunded. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the advance refunding of the Series 2009 Bonds to be Refunded, and are authorized and empowered, collectively or individually, to take all action and steps and to execute the Note, all notices, instruments, agreements, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the negotiated sale of the Note to the Lender as Purchaser, and the advance refunding of the Series 2009 Bonds to be Refunded, that are necessary or desirable in connection with the sale, execution and delivery of the Note, the noticing, call for redemptions, redemptions, and the advance refunding of the Series 2009 Bonds to be Refunded, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Note or the Series 2009 Bonds, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent or Paying Agent(s) for the Series 2009 Bonds. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and advance refunding of the Series 2009 Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel and any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Note and the redemption and advance refunding of the Series 2009 Bonds to be Refunded are hereby authorized to be paid from the proceeds of the Note and from any other City funds that have previously been designated by the City for payments of interest, principal, premium, if any, redemption costs, and any other administrative costs related to the redemption and advance refunding of the Series 2009 Bonds to be Refunded. City of Miami Page 10 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018 File ID: 3121 Enactment Number: R-17-0542 Section 18. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 19. Further Authorizations regarding Use of All Remaining Proceeds and Interest Thereon, If Any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement, and Payment of Outstanding Series 2009 Bonds. The City Manager and all other necessary City officials, employees, agents and representatives have previously been authorized pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds to undertake continuing compliance measures, and the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects transfer to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred and Six Dollars ($606.00)) for remaining proceeds, interest earnings, and project close-outs related thereto. The City Manager and all other necessary City officials, employees, agents and representatives are hereby further authorized to use all remaining proceeds and interest thereon, if any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 2009 Bonds upon the closing of the sale of the Note to the Lender, any and all outstanding amounts for principal and interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the understanding that all outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to the -Series 2009 Bonds to be Refunded will cease to exist and the City's obligations thereunder only for the Series 2009 Bonds to be Refunded shall terminate upon the sale and the closing of the Note, the execution of the Escrow Deposit Agreement, and the related defeasance of the Series 2009 Bonds to be Refunded which are subject to advance refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the outstanding Series 2009 Bonds, the Authorizing Resolution, and the Continuing Disclosure Agreement for continuing compliance are hereby ratified, approved and confirmed. Section 21. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS 1 i ria i ' ndez, City Attor iey 12/1/2017 ' If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 11 of 11 File ID: 3121 (Revision: B) Printed on: 2/28/2018