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HomeMy WebLinkAboutR-18-0095City of Miami Legislation Resolution: R-18-0095 File Number: 3725 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 3/8/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED EIGHTEEN MILLION DOLLARS ($18,000,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI ("CITY") TAXABLE SPECIAL OBLIGATION PARKING REVENUE REFUNDING NOTE, SERIES 2018 (MARLINS STADIUM PARKING FACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM BRANCH BANKING AND TRUST COMPANY ("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, ASSISTANT FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, ASSISTANT 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 FOURTEEN MILLION SEVEN HUNDRED FORTY-FIVE THOUSAND DOLLARS ($14,745,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010B (MARLINS STADIUM PROJECT) ("SERIES 2010B BONDS"); AUTHORIZING THE TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE SERIES 2010B 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 2010B 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 City of Miami Page 1 of 12 File ID: 3725 (Revision: C) Printed On: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. WHEREAS, the City of Miami ("City") has currently outstanding Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) for the Term Bond maturing on July 1, 2027 of its previously issued Sixteen Million Eight Hundred Thirty Thousand Dollars ($16,830,000) of Taxable Special Obligation Parking Revenue Bonds, Series 2010B ("Series 2010B Bonds") issued July 29, 2010; and WHEREAS, in order to obtain interest savings in an estimated amount of One Million Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Term Bond portion maturing on July 1, 2027 of the Series 2010B Bonds, if any, to redeem said Series 2010B Bonds in accordance with related Resolution No. 09-0509 adopted October 27, 2009 ("Authorizing Resolution"), attached and incorporated as part of Composite Exhibit "A" and Disclosure and Dissemination Agent Agreement dated as of July 29, 2010 ("Continuing Disclosure Agreement"), attached and incorporated as the remaining part of Composite Exhibit "A"; and (b) to issue in a total aggregate principal amount not to exceed Eighteen Million Dollars ($18,000,000.00) a Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project) ("Note") to advance refund on a taxable basis a portion of the Series 2010B Bonds currently in a total outstanding principal amount of Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) which will become subject to optional redemption as of July 1, 2020 and which mature July 1, 2027 (collectively, "Series 2010B Bonds to be Refunded"); and WHEREAS, a total of Four Hundred Twenty -Three Thousand Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) is remaining from the proceeds and interest of the Series 2010B Term Bond-& maturing on July 1, 2027 and in continuing compliance with the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2010B Bonds, the City has updated and corrected postings in the various computer systems and account codes [Fund 31000 — General Gov't Projects in the amount of Four Hundred Twenty -Three Thousand Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) in the Construction Fund] for use of remaining proceeds and interest earnings thereon, for project build -outs of the commercial areas 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 2010B 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 February 6, 2018, as updated February 15, 2018 ("Proposal"), attached and incorporated as Exhibit "B", from Branch Banking and Trust Company ("Purchaser' and "Lender") being recommended by the Finance Committee on February 12, 2018 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 2010B 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 City of Miami Page 2 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 declare as set forth below in Section 3 that a privately -placed negotiated sale of the Note to the Purchaser is in the best interests of the City due to the term and size of the Note, the sophisticated investor -profile, the timings of the defeasance, taxable advance refunding and redemption of the Series 2010B Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, Convention Development Taxes, Parking Revenues, and Parking Surcharges, all as defined in the Authorizing Resolution and herein below, are proposed to be pledged to repay the Note; and WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments; to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith; to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Series 2010B Bonds to be Refunded; and to authorize the City Manager, City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant Finance Director, Financial Advisor, Escrow Agent, Bond Registrar, Paying Agent, and all 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 taxable advance refunding of a portion of the Series 2010B Bonds to be Refunded, and to accomplish the continuing compliance for the Series 2010B Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, the payments of the principal of and interest on the Note are not insured; and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2010B Bonds, the Authorizing Resolution, and Continuing Disclosure Agreement; and WHEREAS, this Resolution attaches and incorporates Composite Exhibit "B" to reflect modifications made on the floor at today's City Commission meeting 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, Assistant Finance Director, and Financial Advisor; and WHEREAS, this Resolution does not provide priority over the Authorizing Resolution in connection with the Pledged Revenues and Pledged Funds for the City's outstanding Tax - Exempt Special Obligation Parking Revenue Bonds Series 2010A (Marlins Stadium Project) ("Series 2010A Bonds"), all as defined in the Authorizing Resolution; and WHEREAS, this Resolution provides modifications to reflect ongoing Construction Fund needs for commercial areas build -outs; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 3 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 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, as amended; applicable City resolutions, including Resolution No. 09-509 adopted October 27, 2009 and this Resolution; 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 Authorizing Resolution, the Continuing Disclosure Agreement, 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 Bryant Miller Olive P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar' means the Finance Director or the Assistant Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended from time to time. "Convention Development Tax" means a portion of the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida Statutes) and allocated to the City as provided in the Interlocal Agreement. "County" means Miami -Dade County, Florida. "Escrow Agent" means the bank or financial institution selected and appointed as the escrow agent by the City Manager. "Escrow Deposit Agreement(s)" means the Escrow Deposit Agreement(s) to be entered into between the City and the Escrow Agent providing for the taxable advance refunding, defeasance, and redemption of the Series 2010B 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 Branch Banking and Trust Company, as the Lender and Purchaser, in accordance with the terms of this Resolution and the Proposal. City of Miami Page 4 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 "Maturity Date" means July 1, 2027 for the remaining Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) outstanding portion of the Series 2010B Term Bond originally due July 1, 2027. "Note" means the not to exceed Eighteen Million Dollars ($18,000,000.00) City of Miami Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project) authorized pursuant to this Resolution. "Parking Revenues" means all revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Home Games pursuant to the City's Parking Agreement, excluding Parking Surcharge. "Parking Surcharge" means eighty percent (80%) of the portion which is derived from the Project in connection with the Parking Revenues of the fifteen percent (15%) parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003; imposed pursuant to Section 166.271, Florida Statutes; and pursuant to Ordinance No. 04-00466 enacted by the City Commission on July 22, 2004. "Payment(s)" means all amounts payable by the City of principal and interest on the Note and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" mean (a) that principal payments shall be made annually on July 1 commencing July 1, 2019; (b) that interest payments shall be paid semi-annually each July 1 and January 1 commencing July 1, 2018; and (c) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director or the Assistant Finance Director of the City. "Purchaser" and "Lender' means Branch Banking and Trust Company as direct placement purchaser and holder of the Note. "Pledged Funds" means collectively (a) Pledged Revenues, (b) all moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (c) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to the Loan Agreement and therein pledged to secure the Note including Pledged Revenues. "Pledged Revenues" means collectively subject to the prior pledge for the Series 2010A Bonds, (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge. "Proposal" means the attached and incorporated proposal dated February 6, 2018, as updated February 15, 2018, from Branch Banking and Trust Company, as Lender and Purchaser to the City. "Resolution(s)" means this Resolution as adopted by the City Commission and as amended and supplemented from time to time. "Series 2010A Bonds" means the remaining outstanding Eighty -Four Million Five Hundred Forty Thousand Dollars ($84,540,000.00) of City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). City of Miami Page 5 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 "Series 2010B Bonds" means the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Project). "Series 2010 Bonds to be Refunded" means the City's currently outstanding Series 2010B Bonds to be advance refunded by the Note in the amount of Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) term bond maturing on July 1, 2027. "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 short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (ii) The Pledged Revenues consist of multiple revenue sources which require additional explanation to the market; (iii) The current volatility that exists in the fixed-income markets make it favorable for the City to accelerate the time to obtain locked interest rates currently available; and (iv) The structure and timing of the related taxable advance refunding and redemptions of a portion of the Series 2010B Bonds to be Refunded require additional planning. 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 of an estimated One Million Two Hundred Thirty - Six Thousand Dollars ($1,236,000.00) (net present value) in interest payments on the Series 2010B Bonds without extending the time for such payments. The Note shall be payable from the Pledged Funds. d. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. e. The Pledged Funds also are now pledged or encumbered to the repayment of the remaining Series 2010B Bonds and the City's outstanding Series 2010A Bonds which have a parity position. f. The Note shall not constitute a lien upon any properties owned by or situated within the City except as provided herein with respect to the Pledged Funds in the manner and to the extent provided herein. g. Prior to the issuance of the Note, the City shall receive from the 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. The Loan Agreement shall attach an exhibit providing the cumulative debt obligation and City of Miami Page 6 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 respective debt obligations from the Series 2010A Bonds, the Series 2010B Bonds which are not being refunded, and the Note to the extent that all are secured by (i) the Convention Development Tax, (ii) the Parking Revenues, and (iii) the Parking Surcharge. 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 Branch Banking and Trust Company for the private placement and negotiated sale of the Note to the Purchaser and the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Eighteen Million Dollars ($18,000,000.00) to advance refund the Series 2010B 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 and except as expressly provided in the Authorizing Resolution in connection with the outstanding Series 2010A Bonds and the outstanding Series 2010B Bonds that are not subject to advance refunding hereunder. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments; Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (a) the City Manager, in consultation with the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant 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 "Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities Project)" is authorized' to be issued, executed, and delivered in the aggregate principal amount of not to exceed Eighteen Million Dollars and No Cents ($18,000,000.00); and (c) the City Manager, in consultation with the City Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant 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, Assistant Finance Director, and Financial Advisor, is further authorized' to negotiate, to execute, and to 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 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 negotiated, executed, and delivered are hereby incorporated into and made a part of this Resolution. The City Manager is delegated the authority (a) to select and appoint a bank or other financial institution to serve as the Escrow Agent and (b) to select and appoint a qualified ' The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 7 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 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 2010B 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 Eighteen Million Dollars and No Cents ($18,000,000.00), 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 July 1 and January 1 with the first interest payment due on July 1, 2018. Principal will be paid annually on July 1 each year with the first principal payment payable on July 1, 2019. The final Maturity Date shall be July 1, 2027 for the Note, which is advance refunding of the Series 2010B Term Bond originally due July 1, 2027, provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Notwithstanding anything contrary herein or in the Note, in no event shall the Interest Rate borne by the Note exceed the maximum interest rate permitted to be paid by the City pursuant to all applicable laws On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The Note may be exchanged in whole at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the new purchaser has received the prior written consent of the City, which shall not be unreasonably withheld once the City has been provided with and received a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser of the Note and after a duly noticed public hearing of the City Commission. 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 legal 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, the City Attorney, and the Director of Risk Management on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the manual signature of the Finance Director or of the Assistant Finance Director and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen, or Lost. If the Note is mutilated, destroyed, stolen, or lost, the City or its agent may, in its discretion (a) deliver a duplicate City of Miami Page 8 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 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, as applicable. 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. Continuing Disclosure Covenants. The City shall undertake such "best practices" as provided in the Loan Agreement for continuing disclosures. Section 11. Security; Note Not General Indebtedness. The Note shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State, or any other political subdivision thereof within the meaning of any constitutional, legislative, or charter provision or limitation but shall be payable solely from and secured solely by a lien upon and a pledge of the Pledged Funds in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State, or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Note shall be secured forthwith by a parity lien on the proceeds derived from the (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge portions of the Pledged Funds and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 12. Sale of Note to Refund and to Redeem the outstanding Series 2010B 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 Eighteen Million Dollars ($18,000,000.00) and the City Manager, City Clerk, Director of Risk Management, and City Attorney are hereby authorized' to execute and deliver the Note, in substantially the form set forth in the Loan Agreement, and to 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 2010B Bonds to be Refunded, as herein provided, without further authority from this 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 commitment of the Lender. Execution of the Note by the City Manager, City Clerk, City of Miami Page 9 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 Director of Risk Management, and City Attorney shall be conclusive evidence of their respective approval of the form of the Note. Section 13. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note, as necessary in connection with the purposes for which the Note is being issued, or as necessary in connection with the redemption and taxable advance refunding of the Series 2010B Bonds to be Refunded. Section 14. Application of Provisions of the Authorizing Resolution. The Note shall for all purposes be considered under Section 10.01 of the Authorizing Resolution to be refunding bonds and Additional Parity Obligations to the extent of the pledge of (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge and shall in all respects be entitled to all protection for outstanding Bonds to the extent of the pledge of (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge. The covenants and agreements of the City in the Authorizing Resolution regarding (a) the Convention Development Tax, (b) the Parking Revenues, and (c) the Parking Surcharge shall be for equal benefit, protection, and security of the Holders of all outstanding Bonds, including for the benefit of the Purchaser and the Lender as the Holder of the Note. Section 15. Severability. If any one or more of the covenants, agreements, or provisions of this Resolution should be held contrary to any express provision of law; contrary to the policy of express law, though not expressly prohibited; against public policy; or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements, and provisions of this Resolution, the Note issued hereunder, or regarding the defeasing and taxable advance refunding of the Series 2010B 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, Mayor, City Clerk, City Attorney, City Manager, Director of Risk Management, Chief Financial Officer, Finance Director, Assistant Finance Director, Budget 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 taxable advance refunding of the Series 2010B Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and advance refunding of the Series 2010B Bonds to be Refunded. The City Manager, City Clerk, Chief Financial Officer, Finance Director, Assistant Finance Director, City Attorney, Bond Counsel, 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 taxable advance refunding of the Series City of Miami Page 10 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 2010B 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 taxable advance refunding of the Series 2010B 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 taxable advance refunding of the Series 2010B Bonds to be Refunded, and which are specifically authorized' or are not inconsistent with the terms and provisions of this Resolution, the Authorizing Resolution for the Series 2010A Bonds, and any action relating to the Note or the Series 2010B Bonds, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, Assistant Finance Director, 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 2010B 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 taxable advance refunding of the Series 2010B 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, Bond Counsel, and any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Series 2010B Bonds. Any and all costs incurred in connection with the issuance of the Note and the redemption and taxable advance refunding of the Series 2010B 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 2010B Bonds to be Refunded. Section 18. Repeal of Inconsistent Resolutions. All other resolutions or parts thereof in conflict herewith for the Note 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 2010B Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement, and Payment of Outstanding Series 2010B 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 2010B Term Bond-& maturing on July 1, 2027 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 in the amount of Four Hundred Twenty -Three Thousand Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) in the Construction Fund] for use of remaining proceeds, interest earnings thereon, for project build -outs of the commercial areas 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 other remaining proceeds and interest thereon, if any, not in the Construction Fund from the Series 2010B Bonds to be Refunded 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 2010B Bonds to be Refunded 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, City of Miami Page 11 of 12 File ID: 3725 (Revision: C) Printed on: 7/13/2018 File ID: 3725 Enactment Number: R-18-0095 Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to the Series 2010B Bonds to be Refunded will cease to exist and the City's obligations thereunder only for the Series 2010B 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 2010B Bonds to be Refunded which are subject to taxable 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 2010B 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 1 i ria i . ndez, Ciky Attor iey 3/20/2018 &ir de*Attor iey 3/2V2018 ' 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 12 of 12 File ID: 3725 (Revision: C) Printed on: 711312018