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HomeMy WebLinkAboutLegislation-SUBTHIS DOCUMENT IS A SUBSTITUTION. BACKUP City of Miami ORIGINAL CAN BE SEEN AT THE END OF THIS �St, ..A•<r�r 3500 Pan American Drive Legislation Miami, FL 33133 www.miamigov.com Resolution R-18-0095 File Number: 3725 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 AUTHORITYTO 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 12 File ID: 3725 (Revision: 6) Printed On: 3/1612018 1=1LE NO 3725 _LEGISLATION -SUB THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Ib: 3725 DOCUMENT. Enactment Number: R-18.0095 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 2010E 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 2010E Bonds in accordance with the 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" also 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 20106 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 2010E Term Bonds maturing on July 1, 2027 and in continuing compliance with the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 20106 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 20106 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 the City of Miami Page 2 of 12 File ID; 3725 (Revision: B) Printed on: 311612018 THIS DOCUMENT IS A SUBSTITUTION. BACKU File ID: 3725 ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18.0095 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 20106 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 2010E 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 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 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 as set forth in Exhibit C attached and incorporated from today's City Commission meeting; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 3 of 12 File 1D: 3725 (Revision: B) Printed on: 3/1612018 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS IA: 3725 DOCUMENT. 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; applicable City resolutions, including Resolution No. 09-509, adopted October 27, 2009, and this Resolution No. 18-0095, adopted today on March 8, 2018; 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%) percent 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: 8) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKU. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R "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 Parking Agreement (excluding Parking Surcharge). "Parking Surcharge" means 80% of the portion which is derived from the Project in connection with the Parking Revenues of the 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 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" means (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 (i) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, and (iii) 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, (1) the Convention Development Tax, (2) the Parking Revenues, and (3) 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 No. R-18-0095, adopted by the City Commission of the City of Miami, Florida on March 8, 2018, 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 !D: 3725 (Revision: B) Printed on: 3/16/2018 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-18-0095 "Series 2010B Bonds" means the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 2010E (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 2010E Bonds to be Refunded require additional 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 Thirty -Six Thousand Dollars ($1,236,000.00) (net present value) in interest payments on the Series 2010E 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 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, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall City of Miami Page 6 of 12 File !D. 3725 (Revision: B) Printed on: 3/96/2098 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Enactment Number: R-1 B-0095 attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 2010A Bonds, the Series 201013 Bonds which are not being refunded, and the Note to the extent that all are secured by (1) the Convention Development Tax, (2) the Parking Revenues, and (3) 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, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant 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 "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 (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, and the 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, the Chief Financial Officer, the Finance Director, the Assistant 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 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 so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. 1 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: B) Printed on: 3/16/2018 Fife ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Un 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 20106 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 301360 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 tathe Series 201013 Term Bond originally due July 1, 2027); 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 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. 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 maybe 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. City of Miami Page 8 of 12 File ID: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKU ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. 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 (1) the Convention Development Tax, (2) the Parking Revenues, and (3) 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 20108 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, 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 2010E 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 City of Miami Page 9 of 12 File 1D. 3725 (Revision: B) Printed on: 311612018 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Enactment Number: R-18.0095 DOCUMENT. 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 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 or 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 201013 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 (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge, and shall in all respects be entitled to all protection for outstanding Bonds to the extent of the pledge of (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. The covenants and agreements of the City in the Authorizing Resolution regarding (1) the Convention Development Tax, (2) the Parking Revenues, and (3) 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 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 the remaining covenants, agreements or provisions of this Resolution, or of 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, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, the Assistant Finance Director, the 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. f=urther Authorizations regarding the issuance of the Note and the redemption and advance refunding of the Series 2010B Bonds to be Refunded. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the Assistant 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 City of Miami Page 10 of 12 File ID: 3725 (Revision: B) Printed on: 311612018 THIS DOCUMENT IS A SUBSTITUTION. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS File ID: 3725 DOCUMENT. Enactment Number: R-180095 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 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 2010E 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, or any action relating to the Note or the Series 2010E 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, 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 20106 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 2010E 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 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 2010E 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 Bonds 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 ($423,675.63) 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 City of Miami page 11 of 12 File 1D: 3725 (Revision: B) Printed on: 3/16/2018 File ID: 3725 THIS DOCUMENT IS A SUBSTITUTION. BACKUI ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 2010B Bonds to be Refunded will cease to exist and the City's obligations thereunder only for the Series 20108 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 20106 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 .2 APPROVED AS TO FORM AND CORRECTNESS: 2 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: B) Printed on: 311612018 THIS DOCMENT IS A SUBSTITUTION SUBSTITUTED ORIG ALU BACKUP ORIGINAL CAN BTSEEN AT City of Miami END OF THIS DOCUMENT. �,�Y City Ha t +� 3500 Pan Am can Drive �g1ictiCin * igs,u rurr, ��F—,46 Miansi 33133 ., st # www, nugov.com Resolution Ae Number: 3725 c Y ccti—on [fete: CITY OF MIAMI A RESOLUTION OF THE MIAMI CITY COMMISSION, WIT/ATTHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED EMILLION DOLLARS ($18,000,000.00) IN AGGREGATE PRINCIPAL F A CITY OF MIAMI ("CITY") TAXABLE SPECIAL OBLIGATION PARENUE REFUNDING NOTE, SERIES 2018 (MARLINS STADIUMPCILITIES PROJECT) ("'NOTE") AND THE COSTS OF ISSUANCE T EREOF; APPROVING THE SELECTION OF THE PRIVATE PLA EMENT PROPOSAL FROM BRANCH BANKING AND TRUST COMPANY URCHASER" AND "LENDER"") AND PROVIDING FOR THE PRIVATE AGEMENT WITH AND NEGOTIATED SALE OF SAID NOTE TO THE LE ER; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND C DITIONS OF A LOAN AGREEMENT AND THE NOTE AND AUTHO ING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A LOAN REEMENT, THE NOTE, AND ANY AND ALL OTHER NECESSARY AG EMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THE WITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZI G ALL REQUIRED ACTIONS BY THE. CITY MANAGER, CITY ATTORNEY, OND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, SISTANT FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL THEIR CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUT RIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCI OFFICER, FINANCE DIRECTOR, ASSISTANT FINANCE DIRECTOR, FIN CIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS, NOTE RE STRAR, ESCROW AGENT, PAYING AGENTS, AND ALL OTHER NEC SARY CITY OFFICIALS TO UNDERTAKE THE NECESS/TAXABLE S D TO NEGOTIATE, EXECUTE, AND DELIVER ANY AND ALY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMINSTRUMENTS IN CONNECTION WITH THE REDEMOURTEEN MILLION SEVEN HUNDRED FORTY-FIVE THOUSARS ($14,745,000.00) OF THE CITY'S OUTSTANDING PRINCIPT OF TAXABLE SPECIAL OBLIGATION PARKING REVENUSERIES 2010E (MARLINS STADIUM PROJECT) ("SERIES 20108BTHORIZING THE TRANSFER OF ALL REMAINING Y DS AND INTEREST ON THE SERIES 2010B BONDS, IF ANY, FOR TION IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION NED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES ONDS; 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 Mianei page 1 of ,12 life 1D. 3725 (Revlsiorr:) Printed Ore: 31512019 =25 -Legislation -Sub THIS DOCUMENT IS A SUBSTITUTION 70 � S U BSTIT�TE ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. V..,,...m.. M..—T � WHEREAS, the City of Miami ("City") has currently outstanding Fourteen Million Xeven Hundred Party -Five Thousand Dollars ($14,745,000.00) for the Term Bond maturing o July 1, 2027 of its previously issued Sixteen Million Eight Hundred Thirty Thousand Dollars ($16,830,000) of Taxable Special Obligation Parking Revenue Bands, Series 2010 ("Series 2010E Bonds"), issued July 29, 2090; and WHEREAS, in order to obtain interest savings in an estimated amoun f One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (net present val ), the City desires (a) to use all remaining proceeds and interest of the Term Band portion m uring on July 1, 2027 of the Series 2010E Bonds, if any, to redeem said Series 2010E B ds in accordance with the related Resolution No. 09-0509, adopted October 27, 2009 ("Auth zing Resolution„ attached and incorporated as part of Composite Exhibit "A") and Dis osure and Dissemination Agent Agreement, dated as of July 29, 2010 ("Continuing Disclosur Agreement" also attached and incorporated as the remaining part of Composite Exhibit "A") nd (b) to issue in a total aggregate principal amount not to exceed Eighteen Million Doll rs ($18,000,000.00) a Taxable Special Obligation Parking Revenue Refunding Note, Series 18 (Marlins Stadium Parking Facilities project) ("Note") to advance refund on a taxable b is a portion of the Series 2010B Bonds currently in a total outstanding principal amount of ourteen Million Seven Hundred Forty -Five Thousand Dollars ($14,745,000.00) which wil ecome subject to optional redemption as of July 1, 2020, and which mature July 1, 2027 (coli ctively, "Series 2010B Bonds to be Refunded"); and WHEREAS, a total of Four Hundred Twe -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,575.61) is r aining from the proceeds and interest of the Series 2010B Term Bonds maturin on Jul 1 027 and in continuing compliance with the Authorizing Resolution /ene Continuing ' closure Agreement for the Series 20108 Bonds, the City has updated anected postin in the various computer systems and account codes (Fund 31000 -� Gl Gov't Pro' cts transfe -� pedes icfa �d in the amount of undred T enty-Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One $423,6 .61) in the Construction Fund fer denser ) for use of remaining proceeds, anrest a nings thereon, for ro'ect build -outs of the commercial areas and project closeelat d thereto; and WHEREAS, the Inancial Advisor, PFM Financial Advisors LLC ("Financial Advisor"), issued a. Reqr Proposals to banking and financial institutions for refinancings and refundings of the S010B Bonds to be Refunded and received multiple proposals which were evaluated bFinancial Advisor for responses consistent with the City's needs; and WHI REAR, e proposals and recommendations by the Financial Advisor were reviewed and rec mended by the City Administration to the City's Finance Committee, with the proposal dat d February 6, 2018, as updated February 15, 2018 (""Proposal", attached and incorporated a Exhibit B) from Branch Banking and Trust Company ("Purchaser" and "Lender') being recom ended by the Finance Committee on February 12, 2018, as the most responsive and respo Ible proposer, to privately purchase and to hold the Note not for resale with limited restricted ssignability, to provide for the refunding of the Series 2010E Bonds to be Refunded, and to ovide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the Zcl Manager has recommended and the City Commission desires to find, determine, and are as set forth below in Section 3, that a privately -placed negotiated sale of the Note to the City ofmit"Id Page 2 of12 Fife M. 3723 (Rerision. ).Aria:ted vii. 31..512078 Ft[e ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT SUBSTITUTED END OF THIS DOCUMENT. E»aetment Number; / 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 N and WHEREAS, Convention Development Taxes, Parking Revenues, and Parking Surcharges (all as defined in the Authorizing Resolution and herein below) are prop ed to be pledged to repay the Note; and WHEREAS, it is in the best interest of the City to approve the issuance f the Note and the direct placement and negotiated sale of the Note to the Lender to pr( or interest savings to the City without extending the original maturities of the payment , to authorize the basic parameters of the terms and conditions of a Loan Agreement betwi n the City and the Lender, the Note, and certain agreements and documents in connectio with the issuance therewith; to delegate to the City Manager the determination of certai other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the re emption of the Series 20103 Bonds to be Refunded; and to authorize the City Manager ity Attorney, Bond Counsel, Chief Financial Officer, Finance Director, Assistant Finance Dir tor, Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and ether necessa and appropriate City officials to undertake and to do any and all actions necessary and in th best interests of the City in connection with the private placement sale, issuance and elivery of the Note, the redemption and taxable advance refunding of a portion of the Series 010B Bonds to be Refunded, and to accomplish the continuing compliance for the Series 2 0B Bonds pursuant to the Authorizing Resolution .and the Continuing disclosure Agreemen , and WHEREAS, the payments of the principal f and interest on the Note are not insured; and WHEREAS, it is also in the best int est of the City to ratify, approve, and confirm certain necessary actions of the City Manager a designated City Departments in order to update the relevant financial controls, project close uts, accounting entries, and computer systems in connection with ongoing compliance f the Series 2010B Bonds, the Authorizing Resolution, and Continuing Disclosure Agreem t; and WHEREAS, this yterand n attaches and incorporates Composite Exhibit "B" to reflect modifications made on thtoday's City Commission meeting to enable the City Manager to update the necessary conditions in a form acceptable to the City Attorney, Bond Counsel, Chief Financialinance Director, Assistant Finance director, and Financial Advisor; and WHEREAS, t s Resolution does not provide priority over the Authorizing Resolution in connection with the ledged Revenues and Pledged Funds for the City's outstanding Tax - Exempt Special a ligation Parking Revenue Bonds Series 2010A (Marlins Stadium Project) ("Series 2010A ands"), all as defined in the Authorizing Resolution; and WHF,REAS, this Resolution reflects - as set forth in Exhibit C qMached and incorporated from today's City Commission meeting; IOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY O MIA , FLORIDA: City of Miand Page 3 of 72 Fife ]D:3725 (i2euisiore: } Prinfetl ort: 3/5/2137N THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT SUBSTITUTED END OF THIS DOCUMENT. Enactment N"mber: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida ("State"); Chapter 166, Florida Statutes, as amended; Part lilt of Chapter 159, Florida Statutes, as amended; the Charter of the City of Miami, Florida; applicable City resolutions, including Resolution No. 09-509, adapted October 27, 2009, and this Resolutio No. 18 --adopted today on , 2098; and other applicable provisions law (collectively, the "Act"). Section 2. Definitions. All capitalized undefined terms shall have the m nings as set forth in this Resolution, the Authorizing Resolution, the Continuing Disclosure reement, the Proposal, and as defined in the Loan Agreement and the Note. In addition t he words and terms defined in the recitals to this Resolution, as used herein, the followings shall have the following meanings herein unless the context otherwise requires: "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, o any other attorney at law or firm of attorneys of nationally recognized standing in matiers pe aining to the federal tax exemption of interest on obligations issued by states and political su ivisions and duly admitted to practice law before the highest court of any state of the nited States of America. „Bond Registrar" or "Note Registrar" means the Finanirector or the Assistant Finance Director of the City. "City Code" means the Code of the City of Miaml,'J"lorida, as amended from time to time. "Convention Development Tax" means a port!3A of the revenues collected annually (excluding any carryover from prior year collections y the County of the levy on the exercise within its boundaries of the taxable privilege of le ing or letting transient rental accommodations at the rate of three percent (3° percent of the total consideration charged therefore as currently authorized pursuant to ction 212.03050})(b), Florida Statutes (net of Tax Collector administrative costs for local ministration pursuant to Section 212.0305(5)(b)5, Florida Statutes), and allocated to the City s provided in the Interlocal Agreement. "County" means Miami -Dade C,,dunty, Florida. "Escrow Agent" means the ank or financial institution selected and appointed as the escrow agent by the City Manag . "Escrow/redyem r ment(s)" means the Escrow Deposit Agreement(s) to be entered into between tht e Escrow Agent providing for the taxable advance refunding, defeasance, anon of the Series 2010B Bonds to be Refunded. "Financmeans PFM Financial Advisors LLC. "Fiscal s the Fiscal Year of the City beginning on October 1 of each year and ending on Septf the following calendar year. "Inte st Rate" means a not to exceed interest rate per annum (as adjusted pursuant to the Loan reement) that will provide for a net present value savings required by the City's debt ma iyfient policy. "Loan Agreement" means the loan agreement to be entered into between the City and BrXMs h Banking and Trust Company, as the Lender and Purchaser, in accordance with the t rof this Resolution and the Proposal. City of A77and Page. 4 of 72 File ID. 3725 (IRevislow ) Pr%:fed on 31312078 THIS DOCUMENT I5 A SUBSTITUTION TO I ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT SUBSTITUTED END OF THIS DOCUMENT, H:"prt"rn"t Nil l" Ar. File I17: 3725 "Maturity Hate" 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 Taxable Special Obligation Parking Revenue Refunding Nate, Series 2018 (Marlins Staff Parking Facilities Project) authorized pursuant to this Resolution, "Parking Revenues" means all revenues received by the City from the Sta ' m Operator with respect to the Project in connection with the MLB Home Games pursuantt© e City Parking Agreement (excluding Parking Surcharge). "Parking Surcharge" means 80% of the portion which is deYoOrdinanceNo.-04- 00466 the Project in connection with the Parking Revenues of the 15% parking surcharcharged at public parking facilities within the City approved by the electorate of the Cember 4, 2003, imposed pursuant to Section 166.271, Florida Statutes, and pursuenacted by City Commission on July 22, 2004. "Payment(s)" means all amounts payable by the City of rincipal, and interest on the Note and all other amounts payable by the City pursuant to tVe Loan Agreement. "Payment Dates" and "Payment. Frequency" mea (a) that principal payments shall be made annually on July 1 Commencing July 1, 2019; (b at interest payments shall be paid semi-annually each July 1 and January 1 commenCi July 1, 2018; and (c) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Di "Purchaser" and "Lender„ means placement purchaser and holder of the h or the Assistant Finance Director of the City. ch Banking and Trust Company, as direct "Pledged Funds" means colle ively (1) Pledged Revenues, (ii) all moneys deposited into the Funds and Accounts created p suant to the Loan Agreement, and (iii) the earnings on the amounts on deposit in the Funds nd Accounts created pursuant to the Loan Agreement and therein pledged to secure the Ndte, including Pledged Revenues. "Pledged revenues" means collectively subject to the prior pledge for the Series 2010A Bonds, (1) the Convent io evelopment Tax, (2) the Parking Revenues, and (3) the Parking Surcharge, "Proposal" ans the attached and incorporated proposal dated February 6, 2018, as updated February 5, 2018, from Branch Banking and Trust Company, as Lender and Purchaser, to t46 City. "Re ution(s)" means this Resolution No. R-18-_ , adopted by the City Commissi of the City of Miami, Florida on 2018, as amended and supplemented from tim to time. "Series 2010A Bonds" means the remaining outstanding Eighty -Four Million, Five idred Forty Thousand Dollars ($$4,540,000.00) of City of Miami, Florida Tax -Exempt Special igation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project). CIO ofH101111 Pine 5 of X2 Fitt, Iia: 3725 (Revision. ) hinted ort: 3/5/2018 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT SUBSTITUTED END OF THIS DOCUMENT. "Series 201 OB Bonds" means the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 2010E (Marlins Stadium Project). „Series 2010 Bonds to be Refunded" means the City's currently outstanding Series 201 OB Bonds to be advance refunded by the Nate in the amount of Fourteen Million, S;7, era� Hundred Forty -Five Thousand Dollars ($14,745,000.00) term bond maturing on July 1, "Verification Agent" means the qualified verification agent appointed by the Manager. Section 3. Recitals and Findings. The recitals and findings contai ed in the Preamble of this Resolution are adopted by reference and incorporated as if Ily set forth in this Section. Additionally, it is hereby ascertained, determined and declared th A. In accordance with Section 218.385, Florida Statutes, t City hereby finds, determines and declares, based upon the advice of its Financial Adv' yr far the Note, that a negotiated sale of the Note is in the best interests of the City forth ollowing reasons: (i) The short average life of the transaction le s itself to the competitive solicitation of financial institutions undert en by the City with respect to the Note; (ii) The Pledged Revenues consist of m tiple revenue sources which require additional explanation to the mark , (iii) The current volatility that exists 1 he fixed-income markets make it favorable for the City to accele to the time to obtain lacked interest rates currently available; and (iv) The structure and timing of e related taxable advance refunding and redemptions of a portion f the Series 2010B Bonds to be Refunded require additional plan ng. B. It is in the best interests of e Gity, its citizens and taxpayers to issue the Note in order to realize debt service savings of n estimated One Million, Two Hundred Thirty -Six Thousand Dollars ($1,236,000.00) (n present value) in interest payments on the Series 2010B Bonds without extending the time f such payments. C. The Note s/hall payable from the Pledged Funds. D. There are e ected to be sufficient Pledged bunds to pay the interest and principal on the Note as t same become due and payable. E. The PI dged Funds also are now pledged or encumbered to the repayment of the remaining Serie 201013 Bonds and the City's outstanding Series 2010A Bonds which have a parity position. F. he Mote shall not constitute a lien upon any properties awned by or situated within theC' y, except as provided herein with respect to the Pledged Funds, in the manner and to the ext t provided herein. G. Prior to the issuance of the Nate, the. City shall receive from the Purchaser a Pu/Disclosure ser's Certificate, fhe form of which is attached as an exhibit to the Loan Agreement and th Letter containing the information required by Section 218.385, Florida Statutes, a rm of which will be attached as an exhibit to the Goan Agreement. The Loan Agreement shall City of Miut]ti /sage 6 of -12 rile ID.- 3725 (Revision:) Printed oys 3/512018 THIS DOCUMENT IS A SUBSTITUTION TO SUBSTITUTED ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT, I V,,,,,,0,„,,,,0V,,,,,,,— attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 201 OA Bonds, the Series 201 OB Bonds which are not being refunded, and the Note to the extent that all are secured by (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. H, In accordance with the recommendations of the City's Administration a/theFinanCommittee, the City Commission hereby approves the selection of the direct placProposal from Branch Banking and Trust Company for the private placement andsale of the Note to the Purchaser and the Lender, the most responsive and respoproposer, in order to receive a loan under the Loan Agreement in an amount not Eighteen Million Dollars ($18,000,000.00) to advance refund the Series 201 OB B Refunded and to provide for costs of issuance of the Note. Section 4, This Resolution to Constitute Contract. In consider ion of the acceptance of the Mote authorized to be issued hereunder by those who s 11 hold the same from time to time, this Resolution and the Loan Agreement shall be dee d to be and shall constitute a contract between the City and the Lender. The covenants nd agreements herein set forth to be performed by the City shall be for the equal benefit, pr tection and security of the Lender and the Note, except as expressly provided herein and in t e Loan Agreement and except as expressly provided in the Authorizing Resolution in co nection with the outstanding Series 2010A. Bonds and the outstanding Series 2010B Bond hat are not subject to advance refunding hereunder. Section 5. Authorization of the Loan Agre ent, the Dote, the Escrow Deposit Agreement, and All Other Necessary Documents, greements, and Instruments; Delegation of Authority for Selections and Appo' tments of Escrow Agent and Verification Agent. Subject and pursuant to the ovislons hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, i consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Fina e Director, the Assistant Finance Director, and the Financial Advisor, is authorized' to neg late, to execute, and to deliver a Loan Agreement with the Lender, (ii) an obligation of the C' to be known as the "Taxable Special Obligation Parking Revenue Refunding Note, Seri 2018 (Marlins Stadium Parking Facilities Project)" is authorized' to be issued, executed, a d delivered in the aggregate principal amount of not to exceed Eighteen Million Dollars an No Cents ($18,000,000.00), and (ill) the City Manager, in consultation with the City Attorne ,Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistant Finance irector, and the Financial Advisor, is authorized' to negotiate, to execute, and to deliver the scrow Deposit Agreement and all other necessary documents, agreements, and instrume s. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Fina lal Officer, the Finance Director, the Assistant Finance Director, and the Financial Advisor, 1 further authorized' to negotiate, execute, and deliver any changes, modifications, suppl encs, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreerne , and any and all other agreements, documents, and instruments as should be deemed nec Bary or desirable and to take such other actions as shall be necessary to implement the arms and conditions of the Loan Agreement, the Note, and the Escrow Deposit Agreement. e provisions of such documents, as so negotiated, executed, and delivered, are hereby inc rporated into and made a part of this Resolution. lyfie herein authorization is further subject to compliance with all requirements that maybe imposed by e City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions, City ofmiannri Page 7 of 1.2 File 1D: 3725 (Reulgiom) Printed air, 31512016 File iD: 3725 THIS DOCUMENT IS A SUBSTITUTION TO SUBSTITUTED ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Enactment Number; 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 2010E Bonds to be Refunded. Section 6. Description of the (dote. The Note shall be issued as one (1) fully registe d 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 Pur aser thereof and shall mature on the Maturity Date, subject to prior mandatory amortizati n payments as to be,provided in the Note and the Goan Agreement. The Note shall be payabl to the Lender and shall bear interest at the Interest Rate, calculated on the basis of a 301360 ay year. Interest. will be paid semi-annually each July 1 and January 1 with the first in rest payment due on July 1, 2018. Principal will be paid annually on July 1 each year, with th first principal payment payable on July 1, 2019. The final Maturity Date shall be July 1 027 for the Note (which is advance refunding to -the Series 20108 Term Band originally ue July 1, 2027), provided, however, that the Note and the Loan Agreement shall als rovide for prepayments. Anything herein or in the Note to the contrary notwithstanding, in event shall the Interest Rate borne by the Note exceed the maximum interest rate per ' ted to be paid by the City under applicable law. On the date of the issuance of the Note, the City all receive an amount equal to the par amount of the Note from the Lender as the purcha price of the Note. The Note shall be payable in any coin or currency of the United States America which on the respective dates of payment of principal and interest thereof is legal t der for the payment of public and private debts. The Nate may be exc/dion who at the office of the Note Registrar for a like aggregate principal amount the ame series and maturity. Notwithstanding the foregoing or any provision ofl Ion to the contrary, the Note shall not be transferred unless the new purchaser hathe prior written consent of the City, which shall not be unreasonably withheld once as been provided with and received a "sophisticated investor letter" in substantialle form and substance as the "sophisticated investor letter" executed by the originser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. E cutlion of Note. The Note shall be executed in the name of the City /hn City Manager a the seal of the City shall be imprinted, reproduced or .lithographed on te and attest to and countersigned by the City Clerk. In addition, the City Attorney shall e Note, sh ing approval of the form and correctness thereof, and the City's Director of anagem t shall sign the Note, showing approval as to the City's insurance ements he signatures of the City Manager, the City Clerk, and the City Attorney on the may b by facsimile. If any officer whose signature appears on the Mote ceases to hold bef e the delivery of the Note, his or her signature shall nevertheless be valid and e for all purposes. In addition, any Note may bear the signature of, or may be signed by, ersons as at the actual time of execution of such Note shall be the proper designated rs to sign such Note, although at the date of such Note or the date of delivery thereof such ns 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. City OfMiatni Page, 8 of 12 Flit, ID: 3725 (Revision: ) Printed tsw 315t2018 File iD: 3725 THIS DOCUMENT IS A SUBSTITUTION 70 SUBSTITUTED ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. I Enactment Number: O 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 (1) 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 Registra . The holder of the Note must furnish the City or its agent proof' of ownership of any destroye , stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions th Cit) 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 obligybyny�"one, e part of the City whether or not the destroyed, stolen or lost Note be at any time fouand such duplicate Note shall be entitled to equal and proportionate benefits anto lien on, and source of payment of and security for payment from, the funds pledgedyment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Nate shall be in substantially e form attached as Exhibit A to the Loan Agreement, with only such omissions, insertion nd variations as may be necessary and desirable and permitted by this Resolution or by any ubsequent ordinance or resolution adopted prior to the issuance thereof.' Section 10. Continuing Disclosure Covenants. TP6 City shall undertake such "best practices" as provided in the Loan Agreement for continuin isclosures. Section 11. Security; Note Not General Inde edness. The Note shall not be deemed to constitute a general obligation or a pledge f the faith and credit of the City, the State or any other political subdivision thereof within the aning of any constitutional, legislative or charter provision or limitation, but shall be payabl solely from and secured solely by a lien upon and a pledge of the Pledged Funds, in the man r and to the extent herein provided. No holder of the Note shall ever have the right, directly a indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the tate or any other political subdivision of the State or taxation in any form on any real or pers nal property to pay the Note or the interest thereon, nor shall any holder of the Note be entlti d to payment of such principal of and interest from any ether funds of the City other than the oceeds of the fledged Funds, all in the manner and to the extent herein provided, The Not and the indebtedness evidenced thereby shall not constitute a lien upon any real or rsonal property of the City, but shall constitute a lien only on the proceeds of the Pledged Fu s, all in the manner and to the extent provided herein. Until payment has be provided as herein permitted, the payment of the principal of and interest on the Note shall b secured forthwith by a parity lien on the proceeds derived from the (1) the Convention Develop ent Tax, (2) the Parking Revenues, and (3) the Parking Surcharge portions of the Pledge ands, and the City does hereby Irrevocably pledge the same to payment of the principal there and interest thereon when due. Section Z. Sale of Note to Refund and to Redeern the outstanding Series 201 OB Bonds to be funded, The Note is hereby sold and awarded to the Lender, at the purchase price equal t the par amount thereof and of not to exceed Eighteen Million Dollars ($18,000,0 .00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attor ey are hereby authorized' to execute and deliver the Note in substantially the form set fort in the Loan Agreement, receive the purchase price therefor and apply the proceeds there/to to pay costs of issuance of the Note and for the City to redeem and to refund on an ad nce basis the Series 2010E Bonds to be Refunded, as herein provided, without further thority from this body. The City Manager and the City Clerk are authorized' to make any and 11 changes on the form of the Note which shall be necessary to conform the same to the City of Miami Fuge 9 of 1,2 File ID, 3725 (Revision: ) Printed oil, 3/SY2018 THIS DOCUMENT IS A SUBSTITUTION TO SUBSTITUTED B ST I TUTS I] ORIGINAL. BACKUP ORIGINAL CAN BE SEEN A7 J I File IU; 3725 END OF THIS DOCUMENT. Enactment Number: commitment of the tender. 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 13. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuan of the Nate or as necessary in connection with the purposes for which the Note is being is or as necessary in connection with the redemption and taxable advance refunding of the eri 2010B Bonds to be Refunded. Section 14. Application of Provisions of the Authorizing Resolution. he Note shall for all purposes be considered under Section 10.01 of the Authorizing Reno on to be refunding bonds and Additional Parity Obligations to the extent of/the ge of 1) the Convention Development Tax, (2) the Parking revenues, and (3)in urcharge, and shall in all respects be entitled to all protection for outstanding Boe xtent of the pledge of (1) the Convention Development Tax, (2) the Parking Revenuethe Parking Surcharge. The covenants and agreements of the City in the Authesolution regarding (1) the Convention Development Tax, (2) the Parking Revenues, he Parking Surcharge shall be for equal benefit, protection, and security of the Holders ostanding Bonds, including for the benefit of the Purchaser and the Lender as the Hthe Note. Section 15. Severabiillty. If any one or more of the ovenants, agreements or provisions of this Resolution should be held contrary to any press provision of law or contrary to any express provision of law or contrary to the policy of xpress law, though not expressly prohibited, or against public policy, or shall for any reaso whatsoever be held invalid, then such covenants, agreements or provisions shall be null and old and shall be deemed severed from the remaining covenants, agreements or provisions this resolution, or of the Note issued hereunder, or regarding the defeasing and taxable dvance refunding of the Series 2010B Bonds to be Refunded. Section 16./gA ntrolling Law; Me ers, Officials, Agents, Representatives and Employees of City iable. All coven ts, stipulations, obligations and agreements of the City contained in thiolution shall be eerned to be covenants, stipulations, obligations and agreements of the Cthe full extent uthorized by the Act and provided by the Constitution and laws of the Statcovenant, ipuiation, obligation or agreement contained herein shall be deemed to be a cant, stipul . Ion, obligation or agreement of any present or future member, official, agepresent ive or employee of the City in his or her individual capacity, and neither the memof the ity Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Manaent ' ector, the Chief Financial Officer, the Finance Director, the Assistant Finance Dr, e Budget Director, nor any other official executing the Note shall be liable personally ce ate or this Resolution or shall be subject to any personal liability ar accountability by reaf the issuance or the execution by the City, or such respective members, officials, as, representatives or employees thereof, or by reason of the redemption and taxadvance refunding of the Series 2010B Bonds to be Refunded. Section 1 Further .authorizations regarding the issuance of the Note and the redemption a advance refunding of the Series 2010B Bonds to be Refunded. The City Manager and e City Clerk, the Chief Financial Officer, the Finance Director, the Assistant Finance Dir ctor, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other office7allote ployees, agents, and representatives of the City as may be designated by the MayoCity Commission, the City Attorney, and the City Manager, including any Bond }legis Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each ofmalls i Page 10 of 12 Ftle 10:3725 f.Revislou.) Printer! me: 315!2018 THIS DOCUMENT IS A SUBSTITUTION TO SUBSTITUTED ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 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 2010E Bonds to be Refunded, and are authorized' an empowered, collectively or individually, to take all action and steps and to execute the Note, notices, instruments, agreements, certificates, documents and contracts on behalf of the Ci and as and if necessary, including the execution of documentation required in connection ith the negotiated sale of the !Vote to the Lender as Purchaser, and the taxable advance re nding of the Series 2010E Bonds to be Refunded, that are necessary or desirable inconne on with the sale, execution and delivery of the Note, the noticing, call for redemptions, rede ptions, and the taxable advance refunding of the Series 20108 Bonds to be Refunded, and w ch are specifically authorized' or are not inconsistent with the terms and provisions of t is Resolution, the Authorizing Resolution for the Series 2010A Bonds, or any action relating the Nate or the Series 20106 Bonds, heretofore taken by the City and/or by the City's Fina ial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, Assista Finance Director, and City Attorney, or other necessary City officials, employees, represe atives, and agents, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent Paying Agents) for the Series 2010B Bonds. Such officials, employees, agents and repres tatives and those so designated are hereby charged with the responsibility for the issu ce. of the Note and the redemption and taxable advance refunding of the Series 2010B ands to be Refunded, on behalf of the City and with any related and required responsib' ' ies of the City, its agents, representatives, employees, or officials, including its F'inanci Advisor and Bond Counsel and any Band Registrar, Note Registrar, Trustee, Escrow Age , or baying Agent for the Series 201 OB Bonds. Any and all costs incurred in connection ith the issuance of the Note and the redemption and taxable advance refunding of the Seri 20106 Bonds to be Refunded are hereby authorized' to be paid from the proceeds of t Note and from any other City funds that have previously been designated by the City for p meets of interest, principal, premium, if any, redemption costs, and any ether administrative sts related to the redemption and advance refunding of the Series 20108 Bonds to be Ref nded. Section 18. Repeat of Inconsistidint Resolutions, All other resolutions or parts thereof in conflict herewith for the Notea to the extent of such conflict superseded and repealed. Section 19. Farther AutP6rizations regarding Use of All Remaining Proceeds and Interest `thereon, If Any, fr the Series 2010B Bonds in accordance with the Authorizing Resolution and ta Continuing Disclosure Agreement, and Payment of Outstanding Serie/postings rids. The City Manager and all other necessary City officials, employees, agentsntatives have previously been authorized' pursuant to the Authorizing ResoluContinuing Disclosure Agreement for the Series 2014B Term Bonds maturingon to undertake continuing compliance measures, and the City has updated and correcin the various computer systems and account codes {Fund 31000 - General. Gtr�,nnfe to Spe�Eat Obii Service in the amount of Four HBred Twenty -Three Thousand, Six Hundred Seventy -Five Dollars and Sixty - One Cents ($42 ,075.61) in the Construction Fund) for use of remaining proceeds, interest earnings ther n for proiect build -outs of the commercial areas and project close-outs related thereto. T e City Manager and all other necessary City officials, employees, agents and repres ntatives are hereby further authorized' to use all other remaining proceeds and interest then n, if any, not in the Construction Fund from the Series 2010B Bonds to be Refunded in ac rdance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent City ofAflrrnd Page 11 of.12 M.-ID:3725 (Hcavisivrr: J Prixted orr: ?/5/IUIB Fife ID: 3725 THIS DOCUMENT IS A SUBSTITUTION TO SUBSTITUTE ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Fnnetmew Number: for the Series 2010B Bonds to be Refunded upon the closing of the safe 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/to Escrow Agreement, Continuing Disclosure Agreement, and other agreements related Series 201 OB Bonds to be Refunded will cease to exist and the City's obligations theronly for the Series 20101 Bands to be Refunded shall terminate upon the sale and thof the Note, the execution of the Escrow Deposit Agreement, and the related defeasa Series 201 OB Bonds to be Refunded which are subject to taxable advance refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain nec scary actions by the City Manager and the designated Departments in order to update a relevant financial controls, project close-outs, accounting entries, and computer syste in connection with ongoing compliance for the outstanding Series 201 OB Bonds, the Autho zing Resolution, and the Continuing Disclosure Agreement for continuing compliance are h eby ratified, approved and confirmed. Section 21. Effective Gate. This Resolution shall be effec ' e immediately upon its adoption and signature by the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 2 If the ayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days fro;^edlately e date it was passed and adopted. If the [Mayor vetoes this Resolution, it shall became effective im upon override of the veto by the City Commission. aty of miumi Page 12 &f12 Pile 1A 3721 (Revisian. ) Primed an: 31V2018 City of Miami Inn, mm,:Legislation Resolution File Number: 3725 SUBSTITUTED City Hail 3500 Pan American Drive Miami, FL 33133 www,miamigov.com j Final Action A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMEN ), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED EIGHTEEN MI ON DOLLARS ($18,000,000.00) IN AGGREGATE PRINCIPAL AMOUNT OFA CITY OF MIAMI („CITY") TAXABLE SPECIAL OBLIGATION PARKING RE NUE REFUNDING NOTE, SERIES 2018 (MARLINS STADIUM PARKIN ACILITIES PROJECT) ("NOTE") AND THE COSTS OF ISSUANCETHERE0 APPROVING THE SELECTION OF THE PRIVATE PLACEMEN PROPOSAL FROM BRANCH BANKING AND TRUST COMPANY (°`PURG SER" AND "LENDER") AND PROVIDING FOR THE PRIVATE PLACE NT WITH AND NEGOTIATED SALE OF SAID NOTE TO THE LENDER; TTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITI S OF A LOAN AGREEMENT AND THE NOTE AND AUTHORIZING E NEGOTIATION, EXECUTION, AND DELIVERY OF A LOAN AGRE ENT, THE NOTE, AND ANY AND ALL OTHER NECESSARY AGREEME S, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWIT , MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING AL SQUIRED ACTIONS BY THE CITY MANAGER, CITY ATTORNEY, BOND OUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, ASSIS NT FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHE CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZ G THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OF ICER, FINANCE DIRECTOR, ASSISTANT FINANCE DIRECTOR, FINANCI ADVISOR, BOND COUNSEL, BOND REGISTRARS, NOTE REGIST R, ESCROW AGENT, PAYING AGENTS, AND ALL OTHER NECESSA CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND O NEGOTIATE, EXECUTE, AND DELIVER ANY AND ALL NECESSARY CROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND IN RUMENTS IN CONNECTION WITH THE REDEMPTION OFF RTEEN MILLION SEVEN HUNDRED FORTY-FIVE /2N N©DOLL S (14,745,00D.Ci0) OF THE CITY'S OUTSTANDING AL AMO T OF TAXABLE SPECIAL OBLIGATION PARKING E BO S, SERIES 2010B (MARLINS STADIUM PROJECT) ("SERIES OND ');AUTHORIZING THE TRANSFER OF ALL REMAINING D AND IN ON THE SERIES 20108 BONDS, IF ANY, FOR P ON IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION NED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS D BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES ONDS; DELEGATING AUTHORITY TO THE CITY MANAGER TO AND APPOINT THE ESCROW AGENT AND THE VERIFICATION 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 Fourteen Million Seven Hundred Forty -Five Thousand Dollars ($94,745,000.00) for the Term Bond maturing on July 1, SUBSTITUTED 2027 of its previously issued Sixteen Million Eight Hundred Thirty Thousand Dollars ($16,830,000) of Taxable Special Obligation Parking Revenue Bonds, Series 2010E ("Series 2010E 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 20108 Bonds, if any, to redeem said Series 2010E Bonds in accordance ith the related Resolution No. 09-0509, adopted October 27, 2009 ("Authorizing Resolution" attached and incorporated as part of Composite Exhibit "A") and Disclosure and Disse ' ation Agent Agreement, dated as of July 29, 2010 ("Continuing Disclosure Agreement" also ttached and incorporated as the remaining part of Composite Exhibit "A") and (b) to issue i total aggregate principal amount not to exceed Eighteen Million Dollars ($18,000.,000. ) a Taxable Special Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Sta um Parking Facilities Project) ("Note") to advance refund on a taxable basis a portion of t Series 2010B Bonds currently in a total outstanding principal amount of Fourteen Million ven Hundred Forty -Five Thousand Dollars ($14,745,000.00) which will became subjec optional redemption as of July 1, 2020, and which mature July 1, 2027 (collectively, "Series 10B Bonds to be Refunded"); and WHEREAS, a total of Four Hundred Twenty -Three Thous d, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61) is remaining from e proceeds and interest of the Series 2010E Bands and in continuing compliance with the horizing Resolution and the Continuing Disclosure Agreement for the Series 20108 Be s, the City has updated and corrected postings in the various computer systems and count codes (Fund 31000 — General Gov't Projects transfer to Special Obligation Bonds De Service Fund in the amount of Four Hundred Twenty -Three Thousand, Six Hundred Sev ty-Five dollars and Sixty -One Cents (,$423,675.61) for debt service) for remaining pros ds, interest earnings, and project close-outs related thereto; and WHEREAS, the City's Financial Advi r, PFM Financial Advisors LLC ("Financial Advisor"), issued a Request for Proposals banking and financial institutions for refinancings and refundings of the Series 2010E Bon to be Refunded and received multiple proposals which were evaluated by the Financial dvisor for responses consistent with the City's needs; and WHEREAS, the proposa and recommendations by the Financial Advisor were reviewed and recommended b the City Administration to the City's Finance Committee, with the proposal dated Februa 2018, as updated February 15, 2018 ("Proposal", attached and incorporated as Exhibit B) om Branch Banking and Trust Company ("Purchaser' and "Lender") being recommended by e Finance Committee on February 12 , 2018, as the most responsive and responsible prop er, to privately purchase and to hold the Note not for resale with limited restricted assignabi ' , to provide for the refunding of the Series 201013 Bonds to be Refunded, and to provide for osts of issuance of the Note; and WHE AS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manag has recommended and the City Commission desires to find, determine, and declare a set forth below in Section 3, that a privately -placed negotiated sale of the Note to the Purcha r is In the best interests of the City due to the term and size of the Note, the sophi rcated investor -profile, the timings of the defeasance, taxable advance refunding and red ption of the Series 2010B Bonds to be Refunded, and timing of the issuance of the Note; 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 SUBSTITUTED 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 L r Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Serie 2010B Bonds to be Refunded; and to authorize the City Manager, City Attorney, Bond C nse Chief Financial Officer, Finance Director, Assistant Finance Director, Financial Advisor scrov Agent, Bond Registrar and Baying Agent, and other necessary and appropriate City ficiafs to undertake and to do any and all actions necessary and in the best interests of the ity in connection with the private placement sale, issuance and delivery of the Note, t redemption and taxable advance refunding of a portion of the Series 2010B Bonds to be funded, and to accomplish the continuing compliance for the Series 20108 Bands pursuant the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, the payments of the principal of and interest on thgllClote are not insured; and WHEREAS, it is also in the best interest of the City to rati , approve, and confirm certain necessary actions of the City Manager and designated City De artments in order to update the relevant financial controls, project close-outs, accounting ent s, and computer systems in connection with ongoing compliance for the Series 20108 nds, the Authorizing Resolution, and Continuing Disclosure Agreement; and WHEREAS, this Resolution attaches and inc orates Composite Exhibit "B" to reflect modifications made on the floor at today's City Co ission meeting to enable the City Manager to update the necessary terms and conditions in farm acceptable to the City Attorney, Bond Counsel, Chief Financial Officer, Finance Di rec r, Assistant Finance Director, and Financial Advisor; and WHEREAS, this Resolutiondoes of provide priority over the Authorizing Resolution in connection with the Pledged Revenues nn Pledged Funds for the City's outstanding Tax - Exempt Special Obligation Parking R enue Bonds Series 2010A (Marlins Stadium Project) ("Series 2010A Bonds"), all as def! ' d in the. Authorizing Resolution; and WHEREAS, this Resole n reflects as set forth in Exhibit C attached and incorp ated from today's City Commission meeting; NOW, THEREF'7, 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 (" ate"); Chapter 166, Florida Statutes, as amended; part VII of Chapter 159, Florida Statutes s amended; the Charter of the City of Miami, Florida; applicable City resolutions, in uding Resolution No. 09-509, adopted October 27, 2009, and this Resolution No. 18- adopted today on , 2018; and other applicable provisions of law (collective , the "Act"), ection 2, Definitions. All capitalized undefined terms shall have the meanings as set f rth in this Resolution, the Authorizing Resolution, the Continuing Disclosure Agreement, th roposal, and as defined in the Loan Agreement and the Note, In addition to the words and rms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein unless the context otherwise requires: SUBSTITUTED '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 timVo time. "Convention Development Tax" means a portion of the revenues collected a ually (excluding any carryover from prior year collections) by the County of the levy on e exercise within its boundaries of the taxable privilege of leasing or letting transient rental accommodations at the rate of three percent (3%) percent of the total conside tion charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florid tatutes (net of Tax Collector administrative costs for local administration pursuant to Sec ' n 212.0305(5)(b)5, Florida Statutes), and allocated to the City as provided in the Interlocal reement. "County" means Miami -Dade County, Florida. "Escrow Agent" means the bank or financial institution se cted and appointed as the escrow agent by the City Manager. "Escrow Deposit Agreement(s)" means the Escrow eposit Agreement(s) to be entered into between the City and the Escrow Agent providing fo he taxable advance refunding, defeasance, and redemption of the Series 2010B Bon to be Refunded. "Financial Advisor" means PFM Financial visors LLC. "Fiscal Year" means the Fiscal Year of e City beginning on October 1 of each year and ending on September 30 of the following cal dar year. "Interest Rate" means a not to ex ed interest rate per annum (as adjusted pursuant to the Loan Agreement) that will provide f a net present value savings required by the City's debt management policy. "Loan Agreement" mean e loan agreement to be entered into between the City and Branch Banking and Trust Co any, as the Lender and Purchaser, in accordance with the terms of this Resolution and e Proposal. "Maturity Date" m ns July 1, 2027 for the remaining Fourteen Million Seven Hundred Forty -Five Thousand D tars ($14,745,000.00) outstanding portion of the Series 20108 Term Bond originally due J y 1, 2027. "Note" m ns the not to exceed Eighteen Million Dollars ($18,000,000.00) City of Miami Taxable Speci Obligation Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facil' es Project) authorized pursuant to this Resolution. "P rking Revenues" means all revenues received by the City from the Stadium Operator with re ect to the Project in connection with the MLB Home Games pursuant to the City Parki Agreement (excluding Parking Surcharge). "Parking Surcharge" means 80% of the portion which is derived from the Project in onnection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, SUBSTITUTED imposed pursuant to Section 166.27'1, Florida Statutes, and pursuant to Ordinance No. 04- 00466 enacted by 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„ means (a) that principal payments shall o made annually on July 1 commencing July 1, 2019; (b) that interest payments shall be pa' semi-annually each July 1 and January 1 commencing July 1, 2018; and (c) that prepay ents shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director or the Assistant Finance Direor 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 (i) Pledged Revenues, (ii) a moneys deposited into the Funds and Accounts created pursuant to the Loan Agreement, an (iii) the earnings on the amounts on deposit in the Funds and Accounts created pursuant to e Loan Agreement and therein pledged to secure the Note, including Pledged Revenues. "Pledged Revenues" means collectively subject to theopf for pledge for the Series 2010A Bonds, (1) the Convention development Tax, (2) the Parkin Revenues, and (3) the Parking Surcharge. "Proposal" means the attached and incorporat proposal dated February 6, 2018, as updated February 15, 2018, from Branch Banking a Trust Company, as Lender and Purchaser, to the City. "Resolution(s)" means this Resolution o. R-18- adopted by the City Commission of the City of Miami, Florida on 2018, as amended and suppiemented from time to time, "Series 2010A Bonds" means e remaining outstanding Eighty -Four Million, Five Hundred Forty Thousand Dollars ($ 540,000.00) of City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bond , Series 2010A (Marlins Stadium Project). "Series 2010E Bonds" eans the City's outstanding Taxable Special Obligation Parking Revenue Bonds, Series 201 (Marlins Stadium Project). "Series 2010 Bo s to be Refunded" means the City's currently outstanding Series 2010B Bonds to be a ance refunded by the Note in the amount of Fourteen Million, Seven Hundred Forty -Five ousand Collars ($14,745,000.00) term bond maturing on July 1, 2027. "Verifica ' n Agent" means the qualified verification agent appointed by the City Manager. Se ion 3. Recitals and Findings. The recitals and findings contained in the Preamb of this Resolution are adopted by reference and incorporated as if fully set forth in this Sectio . Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 21.8.385, Florida Statutes, the City hereby finds, termines 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: SUBSTITUTE® (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 requirrZ 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 aces currently available; and (iv) The structure and timing of the related taxable advance refundi and redemptions of a portion of the Series 2010B Bonds to be Ref ded require additional planning. B. It is in the best interests of the City, its citizens and taxpayers t ssue the Note in order to realize debt service savings of an estimated One Million, Two Hund/d Thirty -Six Thousand Dollars ($1,236,000.00) (net present value) in interest payment n the Series 2010E 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 Fund to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds also are now pledged o encumbered to the repayment of the remaining Series 2010E Bonds and the City's outs ta ing Series 2010A Bonds which have a parity position. F. The Note shall not constitute a lien on any properties owned by or situated within the City, except as provided herein withre ect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the ote, the City shall receive from the Purchaser a Purchaser's Certificate, the form of whic s attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the inf &ation required by Section 213.385, Florida Statutes, a form of which will be attached as an 96Mbit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cum ative debt obligation and respective debt obligations from the Series 2010A Bonds, the Ser s 2010E Bonds which are not being refunded, and the Nate to the extent that all are secure by (1) the Convention Development Tax, (2) the Parking Revenues, and (3) the Parki Surcharge. H. In accordance ith the recommendations of the City's Administration and the Finance Committee, the City Co )mission hereby approves the selection of the direct placement Proposal from Branc anking and Trust Company for the private placement and negotiated sale of the Note toye Purchaser and the Lender, the most responsive and responsible proposer, in orde o receive a loan under the Loan Agreement in an amount not to exceed Eighteen Millin ollars ($18,000,000.00) to advance refund the Series 2010B Bonds to be Refunded an o provide for costs of issuance of the Note. S tion 4. This Resolution to Constitute Contract. In consideration of the accept ce of the Note authorized to be issued hereunder by those who shall hold the same from * e to time, this Resolution and the Loan Agreement shall be deemed to be and shall con itute a contract between the City and the Lender. The covenants and agreements herein s forth to be performed by the City shall be for the equal benefit, protection and security of the .ender 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. SUBSTITUTED Section 5. Authorization of the Loan Agreement, the dote, 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 sal and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the f=inance Director, the Assistant Finance Director, d the Financial Advisor, is authorized' to negotiate, to execute, and to deliver a Loan Agree ant with the Lender, (ii) an obligation of the City to be known as the "Taxable Special Obli ion Parking Revenue Refunding Note, Series 2018 (Marlins Stadium Parking Facilities P ject)" is authorized' to be issued, executed, and delivered in the aggregate principal amou of not to exceed Eighteen Million Dollars and No Cents ($18,000,000.00), and (iii) the City anager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, t Finance Director, the Assistant Finance Director, and the Financial Advisor, is author! d' to negotiate, to execute, and to deliver the Escrow Deposit Agreement and all other nee sary documents, agreements, and instruments. The City Manager, after consultation with t City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Assistan finance Director, and the Financial Advisor, is further authorized' to negotiate, execute, an deliver any changes, modifications, supplements, or amendments to the Loan Agreeme the Note, the Escrow Deposit Agreement, and any and all other agreements, documen , and instruments as should be deemed necessary or desirable and to take such other actio s as shall be necessary to implement the terms and conditions of the Loan Agreement, e Note, and the Escrow Deposit Agreement, The provisions of such documents, as so neo " ted, executed, and delivered, are hereby incorporated into and made a part of this Resoluti The City Manager is delegated the authority ( to select and appoint a bank or other financial institution to serve as the Escrow Agent, a d (2) to select and appoint a qualified Verification Agent, both based upon proposals re ived and reviewed by the City's Financial Advisor in connection with the Escrow Deposit greement for the advance refunding of the Series 20108 Bonds to be Refunded. Section 6. Description of the Note. he Note shall be issued as one (1) fully registered Note in the principal amount not to exc d Eighteen Million Dollars and No Cents ($18,000,000.00), shall be dated as the date of its delivery to the Lender as the Purchaser thereof and shall mature on the Ma rity Date, subject to prior mandatory amortization payments as to be provided in the Note an e Loan Agreement. The Note shall be payable to the Lender and shall bear interest at thein rest Rate, calculated on the basis of a 301360 day year. Interest will be paid semi -an ally each July 1 and January 1 with the first interest payment due on July 1, 2018. Principal be paid annually on July leach year, with the first principal payment payable on July , 2019. The final Maturity Date shall be July 1, 2027 for the Note (which is advance refu ing to -the Series 20108 Term Bernd originally due July 1, 2027); provided, however, t t the Note and the Loan Agreement shall also provide for prepayments.. Anything herein or ' the Note to the contrary notwithstanding, in no event shall the Interest Rat/any h ote exceed the maximum interest rate permitted to be paid by the City undlaw. ate of the issuance of the Note, the City shall receive an amount equal to the par e Nate from the Lender as the purchase price of the Note. The Note shall be payoin or currency of the United States of America which on the respective dates of paycipal and interest thereof is legal tender for the payment of public and private 9 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. SUBSTITUTED 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 Nate 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 Nate. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name o e City by the City Manager and the seal of the City shall be imprinted, reproduced or litho phed on the Note and attested to and countersigned by the City Clerk. In addition, the City ttorney shall sign the Note, showing approval of the form and correctness thereof, and the Ci 's Director of Risk Management shall sign the Note, showing approval as to the City's insur ce requirements. The signatures of the City Manager, the City Clerk, and the C' Attorney on the Note may be by facsimile. If any officer whose signature appears on the to ceases to hold office before the delivery of the Note, his or her signature shall neverthe ss be valid and sufficient for all purposes. In addition, any Nate may bear the sic u of, or may be signed by, such persons as at the actual time of execution of such Note shall b the proper designated officers to sign such Note, although at the date of such Note or th ate of delivery thereof such persons may not have been such officers. Any Note delivered s ii be authenticated by the manual signature of the Finance Director or of the Assistant F' ance Director, and the registered owner of any Note so authenticated small be entit d to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stol or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, in i discretion (i) deliver a duplicate replacement Note, or (4) pay a Note that has mature or is about to mature or has been called for redemption. A mutilated Note shall be surrend ed to and cancelled by the Note Registrar. The holder of the Note must furnishthe City or i 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 real nable expenses of the City or its agent. Any such duplicate Note shall co titute an original contractual obligation on the part of the City whether or not the destroyed, olen or lost Note beat anytime found by anyone, and such duplicate Note shall be entitled a equal and proportionate benefits and rights as to lien on, and source of payment of and sec ity for payment from, the funds pledged to the payment of the Note so mutilated, destroye stolen or lost. Section 9, f=orm f Note. The Note shall be in substantially the farm attached as Exhibit A to the Loan Agre ent, with only such omissions, insertions and variations as may be necessary and desirable nd permitted by this Resolution or by any subsequent ordinance or resolution adopted pri to the issuance thereof.' Section 10 Continuing Disclosure Covenants. The City shall undertake such "best practices" as pro ded in the Loan Agreement for continuing disclosures. Secti 11, Security, Note Not General Indebtedness. The Note shall not be deemed to onstitute a general obligation or a pledge of the faith and credit of the City, the State or any o er political subdivision thereof within the meaning of any constitutional, legislative or charte revision or limitation, but shall be payable solely from and secured solely by a lien upon and pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of e Nate shall ever have the right, directly or indirectly, to require or compel the exercise of t e ad valorem taxing power of the City, the State or any other political subdivision of the State r 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 SUBSTITUTED 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 alien 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 the Convention Development Tax, (2) the Parking Revenues, and (3) the Parking Surcharg portions of the Pledged Funds, and the City does hereby irrevocably pledge the same to pa ont of the principal thereof and interest thereon when due. Section 12. Sale of Note to Refund and to Redeem the outstanding S res 2010B Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at e purchase price equal to the par amount thereof and of not to exceed Eighteen Million Doll s ($18,000,000.00) and the City Manager, the City Clerk, Director of Risk Mana meet, and the City Attorney are hereby authorized' to execute and deliver the Note in sub antially the form set forth in the Loan Agreement, receive the purchase price therefor and ply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem d to refund on an advance basis the Series 2010B Bonds to be Refunded, as herein pr ided, without further authority from this body. The City Manager and the City Clerk are thorized' to make any and all changes on the form of the Note which shall be necessary to c form the same to the commitment of the Lender. Execution of the Note by the City nager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusi evidence of their approval of the form of the Note. Section 13. Amendments and Supplement o this Resolution. This Resolution shall be further amended and supplemented as nece ary in order to accomplish the issuance of the Note or as necessary in connection with the rposes for which the Note is being issued or as necessary in connection with the redemptio and taxable advance refunding of the Series 20108 Bonds to be Refunded. Section 14. Application of Prov' ions of the Authorizing Resolution. The Note shall for all purposes be considered and Section 10,01 of the Authorizing Resolution to be refunding bonds and Additional Parity ligations to the extent of the pledge of (1) the Convention Development Tax, (2) th ,asking Revenues, ,and (3) the Parking Surcharge, and shall in all respects be entitled to al rotection for outstanding Bonds to the extent of the pledge of (1) the Convention Developme Tax, (2) the Parking Revenues, and (3) the Parking Surcharge. The covenants and greernents of the City in the Authorizing Resolution regarding (1) the Convention Develop nt Tax, (2) the Parking Revenues, and (3) the Parking Surcharge shall be for equal benefit, tection, and security of the Holders of all outstanding Bonds, including for the benefit the Purchaser and the Lender as the Holder of the Note. Section 15. everability. If any one or more of the covenants, agreements or provisions of this solution should be held contrary to any express provision of law or contrary to any express p vision of law or contrary to the policy of express law, though not expressly prohibited, or ainst public policy, or shall for any reason whatsoever be held invalid, then such covenants, eements or provisions shall be null and void and shall be deemed severed from the remain' g covenants, agreements or provisions of this Resolution, or of the Note issued hereund , or regarding the defeasing and taxable advance refunding of the Series 2010E Bonds be Refunded. Section 1.8. Controlling Law; Members, Officials, Agents, Representatives and ployees of City Not viable. All covenants, stipulations, obligations and agreements of the ity 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 SUBSTITUTED 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, the Assistant Finance Director, the 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 flability 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 201013 Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Plate d the redemption and advance refunding of the Series 2010B Bonds is be Refunde The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the ssistant Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, d such other officers, employees, agents, and representatives of the City as may be dos€g ed by the Mayor, the City Commission, the City Attorney, and the City Manager, inclu ' g any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or an f therm, are each designated as respective applicable agents of the City, as necessary, in onnection with the sale, issuance and delivery of the Note, the notices, calfs for redemptl s, redemptions, and the taxable advance refunding of the Series 2©10B Bonds to be Refund and are authorized' and empowered, collectively or individually, to take all action and step nd to execute the Note, all notices, instruments, agreements, certificates, documents and c tracts on behalf of the City, and as and if necessary, including the execution of document on required in connection with the negotiated sale of the Note to the Lender as Purchaser, nd the taxable advance refunding of the Series 20108 Bonds to be Refunded, that are nece ary or desirable in connection with the sale, execution and delivery of the Note, the noticin call for redemptions, redemptions, and the taxable advance refunding of the Series 2010E So ds to be Refunded, and which are specifically authorized' or are not inconsistent with t terms and provisions of this Resolution, the Authorizing resolution for the Series 2010A B ds, or any action relating to the Note or the Series 20105 Bonds, heretofore taken by the C' and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer inance Director, Assistant Finance Director, and City Attorney, or other necessary City o cials, employees, representatives, and agents, including any Bond Registrar, !Vote Regist r, Trustee, Escrow Agent or Paying Agent(s) for the Series 20108 Bonds. Such officials, em yees, agents and representatives and those so designated are hereby charged with t responsibility for the issuance of the Note and the redemption and taxable advance ref ding of the Series 20106 Bonds to be Refunded, on behalf of the City and with any ref d and required responsibilities of the City, its agents, representatives, employees, or icials, including its Financial Advisor and Bond Counsel and any Bond Registrar, Note Regi rar, Trustee, Escrow Agent, or Paying Agent for the Series 2010B Bonds. Any and all c is incurred in connection with the issuance of the Note and the redemption and taxable a nce refunding of the Series 2010E Bonds to be Refunded are hereby authorized' to be aid from the proceeds of the Note and from any other City funds that have previously been signated by the City for payments of interest, principal, premium, if any, redemption costs, a any other administrative costs related to the redemption and advance refunding of the S es 2010B Bonds to be Refunded. SeYon8. Repeal of Inconsistent Resolutions. All other resolutions or parts thereof in herewith for the Note are to the extent of such conflict superseded and repealed. ection 19. Further Authorizations regarding Use of All Remaining Proceeds and t st Thereon, If Any, from the Series 201106 Bonds In accordance with the Au orizing Resolution and the Continuing Disclosure Agreement, and Payment of tstanding Series 2010B Bonds, The City Manager and all other necessary City officials, mpfoyees, agents and representatives have previously been authorized' pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2010113 Bonds to undertake continuing compliance measures, and the City has updated and corrected postings in SUBSTITUTED 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 Four Hundred Twenty - Three Thousand, Six Hundred Seventy -Five Dollars and Sixty -One Cents ($423,675.61)) 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 20108 Bonds in accordance with the Authorizing Resolu ' n and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Not Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 20108 Bonds up the closing of the sale of the dote to the Lender, any and all outstanding amounts for ndpal and interest, and premium, if any, due and payable to the Bond Registrar, Note Regi ar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the un rstanding that all outstanding Authorizing Resolution, Escrow Agreement, Continuing Discl ure Agreement, and other agreements related only to the -Series 20106 Bonds to be Refun ed will cease to exist and the City's obligations thereunder only for the Series 2010E Bo s to be Refunded shall terminate upon the sale and the closing of the Note, the executio of the Escrow Deposit Agreement, and the related defeasance of the Series 20108 Bonds be Refunded which are subject to taxable advance refunding. Section 20, Ratifications, Approvals, and Confir ions. Certain necessary actions by the City Manager and the designated Departmen in order to update the relevant financial controls, project close-outs, accounting entries, a computer systems in connection with ongoing compliance for the outstanding Series 201 Bonds, the Authorizing Resolution, and the Continuing (Disclosure Agreement for continuir compliance are hereby ratified, approved and confirmed. Section 21. Effective Date, This Res o tion shall be effective immediately upon its adoption and signature by the Mayor.2 APPROVED AS TO FORM AND CORREVNESS: 2 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,