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HomeMy WebLinkAboutR-17-0543City of Miami Legislation Resolution R-17-0543 File Number: 3122 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 A NOT TO EXCEED SIXTY-ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($61,500,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING NOTE, SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PROPOSAL FROM DNT ASSET TRUST, A WHOLLY- OWNED SUBSIDIARY OF JPMORGAN CHASE BANK, N.A.; 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 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, PAYING AGENTS, AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER AN ESCROW DEPOSIT AGREEMENT AND ANY NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF A PORTION OF THE CITY'S OUTSTANDING SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS, SERIES 2011A ("SERIES 2011A BONDS"); DELEGATING AUTHORITY TO THE CITY MANAGER TO SELECT THE ESCROW AGENT AND THE VERIFICATION AGENT AND FURTHER AUTHORIZING THE ISSUANCE OF THE NOTE AND THE REDEMPTION AND REFUNDING OF THE SERIES 2011A BONDS TO BE REFUNDED; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. WHEREAS, the City of Miami ("City") has currently outstanding sixty-seven million four - hundred fifty thousand dollars ($67,450,000.00) of its previously issued seventy million six hundred forty-five thousand dollars ($70,645,000.00) Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A ("Series 2011A Bonds"); and WHEREAS, in order to obtain interest savings, the City desires to issue in a total aggregate principal amount not to exceed sixty-one million five hundred thousand dollars ($61,500,000.00) of a Special Obligation Non -Ad Valorem Revenue Refunding Note, Series City of Miami Page 1 of 10 File ID: 3122 (Revision: 8) Printed On: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 2017 ("Note") to advance refund the Series 2011A Bonds maturing on February 1 in the years 2022 through 2031 in an outstanding principal amount of fifty-two million nine hundred seventy- five thousand dollars ($52,975,000.00) which will become subject to optional redemption as of February 1, 2021 ("Bonds to be Refunded"); and WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor'), issued a Request for Proposals to banking and financial institutions for refinancing and refunding of the 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 from DNT Asset Trust, a wholly-owned subsidiary of JP Morgan Chase Bank, N.A. ("Purchaser' and "Lender") as the Lender dated October 30, 2017, attached and incorporated ("Proposal"), being recommended by the Finance Committee on November 8, 2017 as the most responsive and responsible proposer providing the most favorable covenants to lend to the City the funds necessary to refund the Bonds to be Refunded and pay transactional expenses, which loan shall be evidenced by the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine, and declare as set forth below in Section 3 that a privately -placed negotiated sale of the Note to the Lender is in the best interests of the City due to the complexities of the market, the timings of the refunding and redemption of the Bonds to be Refunded, and the timing of the issuance of the Note; and WHEREAS, it is in the best interests 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 Bonds to be Refunded; and to authorize the City Manager, City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Financial Advisor, Bond Registrars, Paying Agents, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the direct placement, issuance, and delivery of the Note, the redemption, and advance refunding of the Bonds to be Refunded; 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"); Chapters 166, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions; and other applicable provisions of law (collectively, "Act" City of Miami Page 2 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 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 Squire Patton Boggs (US) 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" means the Finance Director of the City. "Escrow Agent" means the bank or financial institution selected by the City Manager as provided in Section 17. "Escrow Deposit Agreement" means the Escrow Deposit Agreement to be entered into between the City and the Escrow Agent providing for the defeasance and redemption of the Bonds to be Refunded. "Financial Advisor' means Public Financial Management, Inc. "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 not to exceed a rate per annum (as adjusted pursuant to the Loan Agreement) that will provide for net present value debt service savings required by the City's debt management policy. "IRS Code" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, proposed, and permanent implementing regulations promulgated and applicable thereunder. "Loan Agreement" means the loan agreement to be entered into between the City and the Lender in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means February 1, 2031. "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 sixty-one million five hundred thousand dollars ($61,500,000.00) City of Miami Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017 authorized pursuant to this Resolution. "Note Registrar" means the Finance Director of the City. "Payment(s)" means all amounts payable by the City of principal, interest, and prepayment penalty, if any, on the Bond and all other amounts payable by the City pursuant to the Loan Agreement. City of Miami Page 3 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 "Payment Dates" and "Payment Frequency" means (A) that principal payments shall be made annually on February 1 commencing February 1, 2018; (B) that interest payments shall be paid semi-annually each February 1 and August 1 commencing February 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. "Pledged Funds" means collectively the amounts on deposit in the Bond Fund and any other funds and accounts created pursuant to the Loan Agreement and therein pledged to secure the Bond with the exception of the Rebate Fund. "Proposal" means the attached and incorporated proposal dated October 30, 2017 from the Lender to the City. "Purchaser" and "Lender' means DNT Asset Trust, a wholly-owned subsidiary of JP Morgan Chase Bank, N.A. as the purchaser and holder of the Note and as Lender under the Loan Agreement. "Resolution(s)" means this Resolution No. R-17-0543 adopted by the City Commission on November 16, 2017 as amended and supplemented from time to time. "Series 2011A Bonds" means the City's Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A. "Taxable Interest Rate" means the rate per annum to be borne by the Note should the interest on the Note become taxable as set out in the Loan Agreement and such taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Note. 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 requires 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) Market conditions are such that this type of credit would be well received by financial institutions; (v) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and (vi) The structure and timing of the advance refunding and redemption of the Bonds to be Refunded require extensive planning. City of Miami Page 4 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 B. It is in the best interests of the City, its citizens, and its taxpayers to issue the Note in order to realize debt service savings 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 Lender a Purchaser's Certificate, the form of which will be 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. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the Proposal. 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. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (A) the City Manager, in consultation with the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, and Financial Advisor, is authorized to negotiate, to execute, and to deliver a Loan Agreement with the Lender, (B) an obligation of the City to be known as the "Special Obligation Non -Ad Valorem Revenue Refunding Note, Series 2017" is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed sixty-one million five hundred thousand dollars ($61,500,000.00), and (C) the City Manager, in consultation with the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, and Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, and Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreement, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions or as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreement. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. City of Miami Page 5 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 Section 6. Description of the Note. The Note shall be issued as one (1) fully registered note in the principal amount not to exceed sixty-one million five hundred thousand dollars ($61,500,000.00) shall be dated as of the date of its delivery to the Lender 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 February 1 and August 1 with the first interest payment due on February 1, 2018. Principal will be paid annually on February 1 each year with the first principal payment payable on February 1, 2018. The Maturity Date shall be February 1, 2031; provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the Note shall bear interest at the Taxable Interest Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the 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 the Note of the same series and maturity as provided in the Loan Agreement. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the transferee has previously executed and provided to the City an "investor letter" in substantially the same form and substance as the "investor letter" executed by the original Lender of the Note. 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 Loan Agreement showing approval as to the City's insurance requirements. The signatures of the City Manager, City Clerk, and City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of or may be signed by such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director 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, (A) deliver a duplicate replacement Note or (B) pay a Note that has matured, 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. City of Miami Page 6 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 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 Annual Debt Service Requirement for such Fiscal Year, and any Rebate Amount due during such Fiscal Year as provided in Section 11 hereof. 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 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, in all respects to the restrictions of Section 166.241(2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which in any one year shall not exceed the amount to be received from taxation or other revenue sources; and subject further to the payment of services and programs which are for essential public purposes affecting the health, welfare, and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 11. Tax Covenants. The City covenants and agrees to comply with the requirements applicable to it contained in the IRS Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: City of Miami Page 7 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 A. To pay to the United States of America at the times required pursuant to Section 148(f) of the IRS Code any rebate amount ("Rebate Amount") determined pursuant to Section 148(f) of the IRS Code; B. To maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the IRS Code; C. To refrain from using proceeds from the Note in a manner that would cause the Note to be classified as a private activity bond under Section 141(a) of the IRS Code; and D. To refrain from taking any action that would cause the Note, or any of them, to become arbitrage bonds under Section 148 of the IRS Code. 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. Section 13. Sale of Note to Refund and to Redeem the 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 the City Manager, City Clerk, and City Attorney are hereby authorized to execute and deliver the Note in the form set forth herein and 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 the Bonds to be Refunded as herein provided without further authority from the City Commission. 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 proposed term sheet of the Lender. Execution of the Note by the City Manager, City Clerk, Risk Management Director, and 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 are being issued or as necessary in connection with the redemption and refunding of the 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, against public policy, or shall for any reason whatsoever be held invalid, then such City of Miami Page 8 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 covenants, agreements, or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements, and provisions of this Resolution, of the Note issued hereunder, or regarding the redemption and advance refunding of a portion of the 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, the City Attorney, the City Manager, the 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 refunding of the Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and refunding of the Bonds to be Refunded; Delegation of Authority to Select Escrow Agent and Verification Agent. The City Manager and the City Clerk, Chief Financial Officer, Finance Director, City Attorney, Bond Counsel, 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 Note Registrar, 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 refunding of the 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 sale of the Note to the Lender, and the redemption and refunding of the Bonds to be Refunded, that are necessary or desirable in connection therewith, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Proposal, or any action relating to the Note or the Bonds to be Refunded, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, City Attorney, or other necessary City officials, employees, representatives, and agents, including any Note Registrar, Escrow Agent, or Paying Agent for the Bonds to be Refunded. 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 refunding of the 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 Note Registrar, Escrow Agent, or Paying Agent. Any and all costs incurred in connection with the issuance of the Note and the redemption and refunding of the 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 such payments. 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 Bonds to be Refunded and the debt refunded by the Bonds to be City of Miami Page 9 of 10 File ID: 3122 (Revision: B) Printed on: 2/28/2018 File ID: 3122 Enactment Number: R-17-0543 Refunded to make a deposit under the Escrow Deposit Agreement to be used to pay the cost of the refunding of the Bonds to be Refunded. The City Manager is hereby delegated the authority to select a bank or other financial institution to serve as Escrow Agent with respect to the Bonds to be Refunded and a qualified verification agent based upon proposals received and reviewed by the City's Financial Advisor. Section 18. 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 2011A Bonds, the Authorizing Resolution, and the Tax Compliance Certificate for continuing compliance are hereby ratified, approved, and confirmed. Section 19. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 20. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: 1 1 Un ndez, City Attor ley 11/20/2017 Uii nde City At#or ey 11/27/2017 ' 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 10 of 10 File ID: 3122 (Revision: B) Printed on: 212812018