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HomeMy WebLinkAboutAgenda Item Summary FormDate: 06/13/2017 AGENDA ITEM SUMMARY FORM File ID: #2347 Requesting Department: Department of Finance Commission Meeting Date: 06/22/2017 District Impacted: All Type: Resolution Subject: Special Obligation Bonds for Citywide Environmental Remediation Purpose of Item: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED TWENTY-SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($27,500,000.00) IN PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL OBLIGATION BOND, SERIES 2017 ("BOND") AND THE COSTS OF ISSUANCE THEREOF FOR ENVIRONMENTAL REMEDIATION AND FLEX PARK CAPITAL IMPROVEMENTS PROJECTS (COLLECTIVELY, "PROJECTS"); APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM RAYMOND JAMES CAPITAL FUNDING, INC. ("RAYMOND JAMES") AND EXECUTION THEREOF BY THE CITY MANAGER; PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID BOND TO RAYMOND JAMES; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE BOND; AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY BY THE CITY MANAGER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, OF A LOAN AGREEMENT, THE BOND, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; FURTHER AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; 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. Background of Item: The City of Miami desires to issue debt to finance certain capital improvement projects and has previously declared its intent to issue tax-exempt and taxable special obligation bonds through Resolution No. R-14-0380, adopted September 29, 2014 in the expected total maximum principal amount of $10,100,000.00, and Resolution No. R-15-0008, adopted January 8, 2015 in the expected total maximum principal amount of $16,000,000.00 for the Projects. The City has previously determined that it is necessary for the health, safety and welfare of the City and in the best interests of its inhabitants that the City undertake the Projects, and that the Projects satisfy a paramount public purpose of the City and without adequate currently available funds to pay project costs, it will be necessary that funds be made available to the City in order to undertake the Projects. The Projects are environmental remediation capital projects mainly in parks and the Marine Stadium Flex Park capital project. The City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions to finance the Bond and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs. The proposals and recommendation by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee on May 17, 2017. The proposal dated May 4, 2017 from Raymond James Capital Funding, Inc. was recommended by the Finance Committee on May 17, 2017, as the responsive and responsible proposer to privately purchase and to hold the Bond not for resale with limited restricted assignability, to provide for the Projects, and to provide costs of issuance for the Bond. 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 in the attached Resolution that a privately -placed negotiated sale of the Bond to Raymond James is in best interests of the Ad Valorem Revenues, as described herein. As presented, it is in the best interests of the City to approve the private placement and negotiated sale of the Bond to Raymond James to provide for the financing of the Projects, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and Raymond James, the Bond, 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 and the Bond, and to authorize the City Manager, the City Attorney, the Chief Financial Officer, the Finance Director, Bond Counsel, the Financial Advisor, Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Bond. Budget Impact Analysis Item is an Expenditure Item is NOT funded by Homeland Defense/Neighborhood Improvement Bonds Item is NOT Related to Revenue Total Fiscal Impact: Est. Maximum Annual Debt Service $2,183,950.93 Reviewed By Department of Finance Erica T Paschal Office of Management and Budget Donovan Dawson Office of Management and Budget Christopher M Rose City Manager's Office Fernando Casamayor City Manager's Office Daniel J. Alfonso Legislative Division Valentin J Alvarez Office of the City Attorney Valentin J Alvarez Office of the City Attorney Victoria Mendez City Commission Maricarmen Lopez Legislative Division Valentin J Alvarez Office of the City Attorney Victoria Mendez Office of the Mayor Mayor's Office Office of the City Clerk City Clerk's Office Department Head Review Completed 05/24/2017 9:08 AM Budget Analyst Review Completed 06/09/2017 2:56 PM Budget Review Completed 06/12/2017 9:54 AM Assistant City Manager Review Completed 06/12/2017 3:44 PM City Manager Review Completed 06/12/2017 3:51 PM Legislative Division Review Completed 06/12/2017 5:28 PM Deputy City Attorney Review Skipped 06/12/2017 5:29 PM Approved Form and Correctness Completed 06/13/2017 3:41 PM Meeting Completed 06/22/2017 9:00 AM Legislative Division Review Completed 06/22/2017 4:37 PM Approved Form and Correctness with Modification(s) Completed Signed by the Mayor Completed 06/22/2017 7:03 PM Signed and Attested by the City Clerk Completed 06/22/2017 7:05 PM File Number: 2347 City of Miami Legislation Resolution Enactment Number: R-17-0288 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date:6/22/2017 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE IN A NOT TO EXCEED AMOUNT OF TWENTY- SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($27,500,000.00) IN PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL OBLIGATION BOND, SERIES 2017 ("BOND") AND THE COSTS OF ISSUANCE THEREOF FOR ENVIRONMENTAL REMEDIATION AND MARINE STADIUM FLEX PARK CAPITAL IMPROVEMENTS PROJECTS (COLLECTIVELY, "PROJECTS"); APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM RAYMOND JAMES CAPITAL FUNDING, INC. ("RAYMOND JAMES") AND EXECUTION THEREOF BY THE CITY MANAGER; PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID BOND TO RAYMOND JAMES; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE BOND; AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY BY THE CITY MANAGER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, OF A LOAN AGREEMENT, THE BOND, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; FURTHER AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; 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, Florida (the "City") desires to issue debt to finance certain environmental remediation and Marine Stadium Flex Park capital improvement projects ("Projects"); and WHEREAS, the City has previously declared its intent to issue tax-exempt and taxable special obligation bonds through its (a) Resolution No. R-14-0380, adopted September 29, 2014, in the expected total maximum principal amount of $10,100,000.00, and (b) Resolution No. R-15-0008, adopted January 8, 2015, in the expected total maximum principal amount of $16,000,000.00 for the Projects; and WHEREAS, the City has previously determined that it is necessary for the health, safety and welfare of the City and in the best interests of its inhabitants that the City undertake the Projects, and that the Projects satisfy a paramount public purpose of the City; and WHEREAS, the City has determined that it is without adequate currently available funds to pay project costs and that it will be necessary that funds be made available to the City in order to undertake the Projects; and WHEREAS, the City's Financial Advisor, Public Financial Management, Inc. ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions to finance the Bond 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 on May 17, 2017, with the proposal dated May 4, 2017 (the "Proposal", attached and incorporated) from Raymond James Capital Funding, Inc. ("Raymond James"), being recommended by the Finance Committee on May 17, 2017, as the responsive and responsible proposer, to privately purchase and to hold the Bond not for resale with limited restricted assignability, to provide for the Projects, and to provide for costs of issuance of the Bond; 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 Bond to Raymond James is in the best interests of the City due to the complexities of the market and timing of the issuance of the Bond; and WHEREAS, the Bond will be secured by a covenant to budget and appropriate Non -Ad Valorem Revenues, as described herein; and WHEREAS, it is in the best interests of the City to approve the private placement and negotiated sale of the Bond to Raymond James to provide for the financing of the Projects, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and Raymond James, the Bond, 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 and the Bond, and to authorize the City Manager, the City Attorney, the Chief Financial Officer, the Finance Director, Bond Counsel, the Financial Advisor, Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Bond; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapter 166, Florida Statutes, as amended; the City Charter of the City of Miami, Florida ("Charter"); the Code of the City of Miami, Florida, as amended ("City Code"); applicable City ordinances, resolutions, and other applicable provisions of law (collectively, the "Act"). Section 2. Definitions. All capitalized undefined terms shall have the meaning as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Bond. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein, unless the context otherwise requires: "Bond" means the not to exceed amount of Twenty -Seven Million Five Hundred Thousand Dollars ($27,500,000.00) City of Miami, Florida Special Obligation Bond, Series 2017 authorized pursuant to this Resolution. "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. "Financial Advisor" means Public Financial Management, Inc. "Interest Rate" means the fixed interest rate on the Bond at the tax-exempt, non-bank qualified interest rate of 2.56% per annum. "Loan Agreement" means the loan agreement to be entered into between the City and Raymond James, in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means January 1, 2032. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein and in the Loan Agreement. "Payment(s)" means all amounts payable by the City of principal, interest and prepayment penalty, if any, on the Bond, and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on January 1, commencing January 1, 2018; (b) that interest payments shall be paid semi-annually each January 1 and July 1, commencing January 1, 2018; and (c) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director of the City. "Pledged Funds" means (i) Non -Ad Valorem Revenues deposited into the funds and accounts established under the Loan Agreement, (ii) amounts on deposit in the Project Fund established under the Loan Agreement, and (iii) income received from the investment of moneys deposited into the funds and accounts established by this Resolution and the Loan Agreement. "Proposal" means the attached and incorporated proposal dated May 4, 2017, from Raymond James to the City. "Registrar" means the Finance Director of the City. "Resolution" means this Resolution No. 17-0288, adopted by the City Commission of the City of Miami, Florida on June 22, 2017, as amended and supplemented from time to time. "Taxable Interest Rate" means 3.94% per annum. 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. Findings Regarding Negotiated Sale: 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 Bond, that a negotiated sale of the Bond is in the best interests of the City for the following reasons: (i) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Bond requires extensive planning, and it is not practical for the City, the Financial Advisor, and Raymond James to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Bond; (iv) Market conditions are such that this type of credit would be well received by financial institutions; and (v) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available. B. The Bond shall be payable from the Pledged Funds. C. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Bond as the same become due and payable. D. Except to the extent that the City has other existing covenants to budget and appropriate, the Pledged Funds are not now pledged or encumbered in any matter. E. Neither the City nor the State nor any other political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the Bond, and the Bond 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. F. In accordance with Section 218.385(1), Florida Statutes, as amended, the City hereby finds, determines and declares that a negotiated sale of the Bond is in the best interests of the City due to the complexities of the market and timing of the issuance of the Bond. Prior to the issuance of the Bond, the City shall receive from the Raymond James a Lender'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 is attached as an exhibit to the Loan Agreement. G. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the private placement Proposal from Raymond James for the private placement and negotiated sale of the Bond to Raymond James, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Twenty -Seven Million Five Hundred Thousand Dollars ($27,500,000.00) to finance the Project and to provide for costs of issuance of the Bond. Section 4. This Resolution to Constitute a Contract. In consideration of the acceptance of the Bond 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 Raymond James. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Raymond James and the Bond, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Bond and All Other Necessary Documents, Agreements, and Instruments. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Bond, (i) the City Manager, in consultation with the City Attorney, the Chief Financial Officer, the Finance Director, Bond Counsel, and the Financial Advisor, is authorized' to negotiate, to execute and to deliver, in a form acceptable to the City Attorney and Bond Counsel, a Loan Agreement with Raymond James, (ii) an obligation of the City to be known as the "Special Obligation Bond, Series 2017" is authorized' to be issued, executed, and delivered in the principal amount of not to exceed Twenty -Seven Million Five Hundred Thousand Dollars ($27,500,000.00), and (iii) the City Manager, in consultation with the City Attorney, the Chief Financial Officer, the Finance Director, Bond Counsel, and the Financial Advisor, is authorized' to negotiate, to execute, and to deliver, in a form acceptable to the City Attorney and Bond Counsel, the Loan 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, and the Financial Advisor, is further authorized' to negotiate, execute, and deliver, in a form acceptable to the City Attorney and Bond Counsel, any changes, modifications, supplements, or amendments to the Loan Agreement, the Bond, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement and the Bond. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. Section 6. Form of Bond. The Bond with the Maturity Date, fixed Interest Rate, Payments, Payment Dates and Payment Frequency as set forth in this Resolution, 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 7. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants that it will, in each year any Payments are due, budget and appropriate such legally available Non -Ad Valorem Revenues to make such Payments as they become due. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give Raymond James a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other bonds and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. Section 8. Tax Covenants. No use will be made of the proceeds of the Bond which, if such use were reasonably expected on the date of issuance of the Bond, would cause the same to be an "arbitrage bond" within the meaning of the Internal Revenue Code of 1986, as amended (the "IRS Code"). The City at all times while the Bond and the interest thereon are outstanding will comply with the requirements of the IRS Code, including any amendments thereto and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the exclusion of the interest on the Bond from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. Section 9. Security; Bond Not General Indebtedness. The Bond shall not be deemed to a constitute general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Bond 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 Bond or the interest thereon, nor shall any holder of the Bond 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 Bond 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 Bond shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 10. Sale of Bond. The Bond is hereby sold and awarded to the Raymond James, at the purchase price of not to exceed Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000.00) less original issue discount and the City Manager, the City Clerk, Director of Risk Management, and the City Attorney or by their respective duly designated designees, are hereby authorized' to execute and deliver the Bond in the form set forth herein and in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Bond and finance the Projects, 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 Bond which shall be necessary to conform the same to the Proposal. Execution of the Bond by the City Manager, the City Clerk, Director of Risk Management, and the City Attorney or by their respective duly designated designees shall be conclusive evidence of their approval of the form of the Bond. Section 11. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Bond or as necessary in connection with the purposes for which the Bond is being issued. Section 12. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution or of the Bond issued hereunder. Section 13. Controllinq 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 Citv to the fullest extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or aqreement contained herein shall be deemed to be a covenant, stipulation, obliqation or aqreement of any present or future member, official, aqent, representative or employee of the City in his or her official capacitv. The members of the Citv Commission, the Mavor, the Citv Clerk, Citv Attornev, City Manaqer, Risk Manaqement Director, the Chief Financial Officer, Finance Director, and any other official executinq the Bond, the Loan Agreement, any other related notices, instruments, agreements, certificates, documents, contracts, or this Resolution shall not be liable personally on the Bond, the Loan Aqreement, any other related notices, instruments, agreements, certificates, documents, contracts, and this Resolution, nor shall they be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or by such respective members, officials, agents, representatives or employees thereof. Section 14. Further Authorizations regarding the issuance of the Bond. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, or any of them, are each designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Bond, and are authorized' and empowered, collectively or individually, to take all actions and steps and to execute the Bond, the Loan Agreement, 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 Bond to the Raymond James, that are necessary or desirable in connection with the sale, execution and delivery of the Bond, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Bond, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Bond, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel. Any and all costs incurred in connection with the issuance of the Bond are hereby authorized to be paid from the proceeds of the Bond and from any other City funds that have previously been designated by the City for payment of interest, principal, and premium, if any. Section 15. Ratification, Approvals and Confirmations. Certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls and computer systems in connection with the issuance of the Bond and undertakings for the Projects are hereby ratified, approved and confirmed. Section 16. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 17. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.Z APPROVED AS TO FORM AND CORRECTNESS: 1 i t6ria i ' ndez, City Attor ey 6/13/2017 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. 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.