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HomeMy WebLinkAboutR-17-0289opCity of Miami 1 i.RR cl Legislation alldl 1 l + Resolution R-17-0289 File Number: 2346 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 ONE HUNDRED EIGHTEEN MILLION DOLLARS ($118,000,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") LIMITED AD VALOREM TAX REFUNDING BOND, SERIES 2017 ("BOND") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF, ACCEPTANCE, AND EXECUTION BY THE CITY MANAGER OF THE PRIVATE PLACEMENT PROPOSAL FROM JPMORGAN CHASE BANK, N.A. AND PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID BOND TO DNT ASSET TRUST, A DELAWARE BUSINESS TRUST AND WHOLLY OWNED SUBSIDIARY OF JPMORGAN CHASE BANK, N.A. ("DNT ASSET TRUST"); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE BOND AND 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; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, THE CHIEF FINANCIAL OFFICER, THE FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, FINANCIAL ADVISOR, BOND COUNSEL, THE CHIEF FINANCIAL OFFICER, THE FINANCE DIRECTOR, BOND REGISTRARS AND PAYING AGENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL, ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF (A) ALL OF THE CITY'S OUTSTANDING CITY OF MIAMI, FLORIDA LIMITED AD - VALOREM TAX REVENUE REFUNDING BONDS SERIES 2007A (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS), IN A PRINCIPAL AMOUNT OF SEVENTY NINE MILLION NINE HUNDRED SIXTY THOUSAND DOLLARS ($79,960,000.00) ("SERIES 2007A BONDS") AND (B) A PORTION OF THE CITY'S OUTSTANDING CITY OF MIAMI, FLORIDA LIMITED AD -VALOREM TAX BONDS, SERIES 2009 (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS), IN A PRINCIPAL AMOUNT OF THIRTY-TWO MILLION THREE HUNDRED SEVENTY THOUSAND DOLLARS ($32,370,000.00) ("SERIES 2009 BONDS"); RATIFYING, APPROVING, AND CONFIRMING THE CONDITIONAL NOTICE OF REDEMPTION OF THE SERIES 2009 BONDS; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN City of Miami Page 1 of 12 File ID: 2346 (Revision:) Printed On: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 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 (a) Seventy -Nine Million Nine Hundred Sixty Thousand Dollars ($79,960,000.00) of its previously issued Limited Ad Valorem Tax Revenue Refundinq Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects) ("Series 2007A Bonds") and (b) Thirty -Seven Million One Hundred Seventy Thousand Dollars ($37,170,000.00) of its previously issued Limited Ad Valorem Tax Bonds, Series 2009 (Homeland Defense/Neighborhood Capital Improvement Projects) ("Series 2009 Bonds"); and WHEREAS, in order to obtain interest savinqs in an approximate amount of Nine Million Six Hundred Thirty -One Thousand Four Hundred Seventy -Six Dollars and Forty -Six Cents ($9,631,476.46) (net present value), the City desires (a) to redeem the Series 2007A Bonds and the Series 2009 Bonds in accordance with their respective Resolution No. 07-0354, adopted June 14, 2007 and Resolution No. 09-0103 adopted March 12, 2009 (collectively, "Authorizing Resolutions") and respective Tax Compliance Certificates, dated as of July 10, 2007 and as of May 20, 2009 (collectively, "Tax Compliance Certificates"), and (b) to issue in a total aggregate principal amount not to exceed amount of One Hundred Eiqhteen Million Dollars ($118,000,000.00) Limited Ad Valorem Tax Refundinq Bond, Series 2017 ("Bond"), (i) to refund on a current basis all of the outstandinq Series 2007A Bonds (also referred to herein as the "Refunded Series 2007A Bonds") in an outstandinq principal amount of Seventy -Nine Million Nine Hundred Sixty Thousand Dollars ($79,960,000.00) (which became subject to optional redemption as of January 1, 2017), and (ii) to advance refund a portion of the outstandinq Series 2009 Bonds (such portion to be refunded hereinafter referred to as the "Refunded Series 2009 Bonds" and, toqether with the Refunded Series 2007A Bonds, the "Refunded Bonds") in an outstandinq principal amount of Thirty -Two Million Three Hundred Seventy Thousand Dollars ($32,370,000) (which will become subject to optional redemption as of January 1, 2019); and WHEREAS, the City's Financial Advisor, Public Financial Manaqement, Inc. ("Financial Advisor'), issued a Request for Proposals to bankinq and financial institutions for refinancinqs and refundinqs of the Refunded Bonds 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 Citv Administration to the Citv's Finance Committee, with the proposal dated May 4, 2017 ("Proposal", attached and incorporated) from JPMorgan Chase Bank, N.A., for the purchase of the Bond by DNT Asset Trust, a Delaware business trust and wholly owned subsidiary of JPMorgan Chase Bank, N.A. and a "Qualified Institutional Buver" as defined in Rule 144A under the Securities Act of 1933, as amended UDNT Asset Trust" and the "Purchaser"). On May 17, 2017, DNT Asset Trust was recommended by the Finance Committee to privately purchase and to hold the Bond not for resale with limited restricted assiqnabilitv, to provide for the refundings of the Refunded Bonds, 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 Manaqer 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 DNT Asset Trust is in the best interests of the Citv due to the complexities of the market, the timinq of respective redemptions of the Series 2007A Bonds and the Series 2009 Bonds, and timing of the issuance of the Bond; and WHEREAS, limited ad valorem taxes for debt millaqe at the not to exceed rate of 1.218 (approved by the voters in the November 13, 2001 referendum pursuant to City Ordinance City of Miami Page 2 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 12137, adopted October 11, 2001, attached and incorporated) are proposed to be pledged to repay the Bond and are also previously pledged to the City's outstanding Series 2007A Bonds, the Series 2009 Bonds and the Series 2015 Bond (all as defined below); and WHEREAS, it is in the best interests of the City to approve the private placement and negotiated sale of the Bond to DNT Asset Trust 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 DNT Asset Trust, 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, the Bond, and the Escrow Deposit Agreement for the Refunded Series 2009 Bonds, to provide notices for the current redemption of the Series 2007A Bonds, and to authorize the City Manager, the City Attorney, the Chief Financial Officer, the Finance Director, Bond Counsel, the Financial Advisor, Bond Registrars and Paying Agents, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Bond, the redemption and current refunding of the Refunded Series 2007A Bonds, and the redemption and advance refunding of the Refunded Series 2009 Bonds; and WHEREAS, it is in the best interests of the City to ratify, approve and confirm the dissemination of the notice of conditional redemption of the Refunded Series 2007A Bonds at the direction of the City Manager and to authorize the City Manager or the Finance Director as designee of the City Manager to rescind, if necessary, such conditional notice as provided therein; and WHEREAS, it is also in the best interests 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 the matters contemplated by the Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapter 166, Florida Statutes as amended; Part VII of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida (the "Charter"), the Code of the City of Miami as Amended (the "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 in a not to exceed amount of One Hundred Eighteen Million Dollars ($118,000,000.00) City of Miami, Florida Limited Ad Valorem Tax Refunding Bond, Series 2017 authorized pursuant to this Resolution. "Bond Counsel" means Foley & Lardner LLP, Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar' means the Finance Director of the City City of Miami Page 3 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 "Escrow Deposit Agreement" means the Escrow Deposit Agreement to be entered into between the City and The Bank of New York Mellon Trust Company, as escrow agent for the Refunded Series 2009 Bonds. "Financial Advisor' means Public Financial Management, Inc. "Interest Rate" means the fixed interest rate on the Bond not to exceed 2.50% per annum. "IRS Code" means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. "Loan Agreement" means the loan agreement to be entered into between the City and DNT Asset Trust, in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means January 1, 2029. "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. "DNT Asset Trust" or "Purchaser' means DNT Asset Trust, a Delaware business trust and wholly owned subsidiary of JPMorgan Chase Bank, N.A., as private placement purchaser and holder of the Bond. "Pledged Funds" means collectively the amounts on deposit in the Bond Fund and any other funds and accounts created pursuant to the Loan Agreement and therein pledged to secure the Bond (with the exception of the Rebate Fund), including Pledged Revenues. "Pledged Revenues" means (1) legally available Limited Ad Valorem Tax Revenues deposited into the Bond Fund established by this Resolution and the Loan Agreement and in accordance with requirements of the pledged revenue structures of the Authorizing Resolutions for the previous Series 2007A Bonds, the Series 2009 Bonds and the Series 2015 Bond, (2) to the extent necessary any funds deposited into the Bond Fund by the City pursuant to a covenant to budget and appropriate established by this Resolution and the Loan Agreement, and (3) income received from the investment of moneys deposited into the funds and accounts established by this Resolution and the Loan Agreement. "Proposal" means the attached and incorporated private placement proposal dated May 4, 2017, from JPMorgan Chase Bank, N.A., on behalf of DNT Asset Trust, to the City. "Refunded Bonds" means, collectively, the Refunded Series 2007 Bonds and the Refunded Series 2009 Bonds. "Refunded Series 2007 Bonds" means all of the Series 2007A Bonds. "Refunded Series 2009 Bonds" means the Series 2009 Bonds maturing on January 1, 2020 and thereafter. City of Miami Page 4 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 "Resolution(s)" means this Resolution No. R-17-0286, adopted by the City Commission of the City of Miami, Florida on June 22, 2017, as amended and supplemented from time to time. "Series 2007A Bonds" means the City's outstanding Limited Ad Valorem Tax Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects). "Series 2009 Bonds" means the City's outstanding Limited Ad Valorem Tax Bonds, Series 2009 (Homeland Defense/Neighborhood Capital Improvement Projects). "Series 2015 Bond" means the City's outstanding Limited Ad Valorem Tax Refunding Bond, Series 2015. "Taxable Rate" means a fixed interest rate determined in accordance with the Loan Agreement, should the Bond become taxable and such fixed taxable rate of interest shall continue in effect as the date the tax status is ruled to have changed until the final Payment on the Bond. 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, found, 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 require extensive planning, and it is not practical for the City, the Financial Advisor, and DNT Asset Trust 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) The Pledged Revenues consist of multiple revenue sources which require extensive planning and explanation to the market and which must continue in accordance with requirements of the pledged revenue structures of the authorizing resolutions for the previous Series 2007A Bonds, Series 2009 Bonds and Series 2015 Bond, City Ordinance No. 12137, adopted October 11, 2001 setting for the limited ad valorem tax debt millage not to exceed the then current rate of 1.218, and the related voter referendum of November 13, 2001; (v) Market conditions are such that this type of credit would be well received by financial institutions; (vi) The vagaries of the current and near future municipal bond market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and (vii) The structure and timing of the related redemptions of the Series 2007A Bonds and the Series 2009 Bonds require extensive planning. B. It is in the best interests of the City, its citizens and taxpayers to issue the Bond in order to save approximately Nine Million Six Hundred Thirty -One Thousand Four Hundred Seventy -Six Dollars and Forty -Six Cents ($9,631,476.46) (net present value) in interest City of Miami Page 5 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 payments on the Refunded Bonds without extending the time for such payments C. The Bond shall be payable from the Pledged Funds. D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Bond as the same become due and payable. E. Except to the extent previously pledged to the City's outstanding Series 2007A Bonds, the Series 2009 Bonds and the Series 2015 Bond, and 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 other matter. F. Except to the extent of the City's limited ad valorem pledged debt millage rate (not to exceed the then current rate of 1.218) established by the City in Ordinance No. 12137, adopted October 11, 2001 and approved by referendum of the voters on November 13, 2001, 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. G. 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, and the timing of the refundings of the Refunded Bonds. Prior to the issuance of the Bond, 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 is attached as an exhibit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective debt obligations from the voted ad valorem tax debt millage for the Series 2007A Bonds, Series 2009 Bonds, the Series 2015 Bond and the Bond and the previous obligations of the City that also contain a covenant to budget and appropriate legally available funds. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the private placement Proposal from JPMorgan Chase Bank, N.A. for the private placement and negotiated sale of the Bond to DNT Asset Trust, in order to receive a loan under the Loan Agreement in an amount not to exceed One Hundred Eighteen Million Dollars ($118,000,000.00) to refund the Refunded Bonds 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 Purchaser. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Purchaser and the Bond, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Bond, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, Notices, 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, Bond Counsel, the Chief City of Miami Page 6 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 Financial Officer, the Finance Director, 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 DNT Asset Trust, (ii) an obligation of the City to be known as the "Limited Ad Valorem Tax Refunding Bond, Series 2017" is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed One Hundred Eighteen Million Dollars and No Cents ($118,000,000.00), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized' to negotiate, to execute, and to deliver, in a form acceptable to the City Attorney and Bond Counsel, the Escrow Deposit Agreement and all other necessary documents, agreements, notices, 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, the Escrow Deposit Agreement, and any and all other agreements, documents, notices, 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 Bond, 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. Section 6. Description of the Bond. The Bond shall be issued as one fully registered Bond in the principal amount not to exceed One Hundred Eighteen Million Dollars ($118,000,000.00), shall be dated as of the date of its delivery to the Purchaser thereof and shall mature on the Maturity Date. The Bond shall be payable to the Purchaser, and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 day year. Interest will be paid semi-annually each January 1 and July 1 with the first interest payment due on January 1, 2018. Principal will be paid annually on January 1 each year, with the first principal payment payable on January 1, 2018. The Maturity Date shall be January 1, 2029, subject to prepayment as set forth in the Bond and the Loan Agreement. Upon the occurrence of Determination of Taxability, any due but unpaid principal and interest on the Bond shall bear interest at the Taxable Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the Bond to the contrary notwithstanding, in no event shall the interest rate borne by the Bond exceed the maximum interest rate permitted to be paid by the City under applicable laws. On the date of the issuance of the Bond, the City shall receive an amount equal to the par amount of the Bond from DNT Asset Trust as the purchase price of the Bond. The Bond shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the Bond shall be payable at the principal office of the Paying Agent to the Purchaser as the registered owner and any other subsequent registered owner of the Bond. Upon receipt by the City of the required "sophisticated investor letter," the Bond may be exchanged in whole or in part, in authorized minimum denominations of $100,000 and integral multiples of $5,000 excess thereof, at the office of the Bond Registrar for a like aggregate principal amount of Bond of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Bond shall not be transferred unless the new purchaser or assignee has executed and provided to the City and the Bond Registrar a "sophisticated investor letter' in substantially the same form and substance as the "sophisticated investor letter' executed by the original Purchaser of the Bond. 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: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 Section 7. Execution of Bond. The Bond 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 Bond and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Bond, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Bond, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Bond may be by facsimile. If any officer whose signature appears on the Bond ceases to hold office before the delivery of the Bond, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper designated officers to sign such Bond, although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Any Bond delivered shall be authenticated by the manual signature of the Finance Director as the Bond Registrar, and the Purchaser and any other subsequent registered owner of any Bond so authenticated shall be entitled to the benefits of this Resolution. Section 8. Bond Mutilated, Destroyed, Stolen or Lost. If the Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Bond, or (ii) pay a Bond that has matured or is about to mature or has been called for redemption. A mutilated Bond shall be surrendered to and cancelled by the Bond Registrar. The holder of the Bond must furnish the City or its agent written proof of ownership of any destroyed, stolen or lost Bond; 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 Bond shall state on its face that it is a duplicate bond and shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and such duplicate Bond 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 Bond so mutilated, destroyed, stolen or lost. Section 9. 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 10. Covenants of the City. To the extent permitted by and in accordance with applicable laws and budgetary processes, the City covenants that it will, in each year any Payments are due, budget and appropriate (a) sufficient legally available Limited Ad Valorem Taxes as set forth in Ordinance 12137, adopted October 11, 2001 and in accordance with the voter referendum of November 13, 2001, and if necessary (b) 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 City of Miami Page 8 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Purchaser 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 laws. The City represents that the current refunding of the Refunded Series 2007A Bonds and the advance refunding of the Refunded Series 2009 Bonds serve essential public purposes and shall provide a significant cost savings to the City. Section 11. 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 "arbitrage bonds" within the meaning of 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 12. Security; Bond Not General Indebtedness. The Bond shall not be deemed to constitute a general obligation or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. Except to the limited extent provided in Ordinance No. 12137 adopted October 11, 2001 and the voter referendum of November 13, 2001, 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 Citv, 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 Pledqed 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 13. Sale of Bond to Refund and to Redeem the outstanding Series 2007A Bonds and Series 2009 Bonds. The Bond is hereby sold and awarded to the Purchaser, at the purchase price of not to exceed One Hundred Eighteen Million Dollars ($118,000,000.00) 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 I to execute and deliver the Bond in 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 Bond and for the City to redeem and to refund on a current basis the Refunded Series 2007A Bonds and to redeem and to refund on an City of Miami Page 9 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 advance basis the Refunded Series 2009 Bonds, 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 Bond which shall be necessary to conform the same to the commitment of the Purchaser. Execution of the Bond by the City Manager, the City Clerk, Risk Management Director, 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 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Bond or as necessary in connection with the purposes for which the Bond is being issued or as necessary in connection with the redemption and current refunding of the Refunded Series 2007A Bonds and the redemption and advance refunding of the Refunded Series 2009 Bonds. 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 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 or regarding the redemption and current refunding of the Refunded Series 2007A Bonds and the Refunded Series 2009 Bonds. Section 16. Controllinq Law; Members, Officials, Aqents, 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 fullest 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 official capacity. The members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, Finance Director, and any other official executing the Bond, the Loan Agreement, the Escrow Deposit Agreement, any other related notices, instruments, agreements, certificates, documents, contracts, or this Resolution shall not be liable personally on the Bond, the Loan Agreement, the Escrow Deposit Agreement, 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 emplovees thereof, or by reason of the redemption and current refunding of the Refunded Series 2007A Bonds and the redemption and advance refunding of the Refunded Series 2009 Bonds. Section 17. Further Authorizations regardinq the issuance of the Bond and the redemption and current refunding of the Refunded Series 2007A Bonds and the redemption and advance refunding of the Refunded Series 2009 Bonds. 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, or the City Manager, including any Bond Registrar(s), Trustee(s), Escrow Agent(s), or Paying Agent(s), 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, the notices, calls for redemptions, redemptions, and the current refunding of the Refunded Series 2007A Bonds and the advance refunding of the Refunded Series 2009 Bonds, and are authorized' and empowered, collectively or individually, to take all actions and steps and to execute the Bond, 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 Purchaser, and the execution of a rate lock agreement, if City of Miami Page 10 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 Enactment Number: R-17-0289 any, with the Purchaser, and the redemption and current refunding of the Refunded Series 2007A Bonds and the advance refunding of the Refunded Series 2009 Bonds, that are necessary or desirable in connection with the sale, execution and delivery of the Bond, the noticing, calls for redemptions, redemptions, and the current refunding of the Refunded Series 2007A Bonds and the advance refunding of the Refunded Series 2009 Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Bond, the Series 2007A Bonds, or the Series 2009 Bonds, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Bond Registrar(s), Trustee(s), Escrow Agent(s) or Paying Agent(s) for the Series 2007A Bonds and Series 2009 Bonds. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Bond and the redemption and current refunding of the Refunded Series 2007A Bonds and the redemption and advance refunding of the Refunded Series 2009 Bonds, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its City Manager, Chief Financial Officer, Finance Director, City Attorney, Financial Advisor and Bond Counsel and any Bond Registrar(s), Trustee(s), Escrow Agent(s), or Paying Agent(s) for the Series 2007A Bonds and the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Bond and the redemption and current refunding of the Refunded Series 2007A Bonds and the redemption and advance refunding of the Refunded Series 2009 Bonds 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 payments of interest, principal, premium, if any, redemption costs, and any other administrative costs related to the redemption and current refunding of the Refunded Series 2007A Bonds and the redemption and advance refunding of the Refunded Series 2009 Bonds. Section 18. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 19. Ratification of Conditional Notice of Redemption. The dissemination of the conditional notice of redemption of the Refunded Series 2007A Bonds at the direction of the City Manager is hereby ratified, approved and confirmed, and the City Manager, or the Finance Director as designee of the City Manager, is hereby authorized' to rescind such conditional notice, if necessary, or to take such other actions as provided therein. Section 20. Ratifications, 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 respective redemptions and refundings contemplated by this Resolution are hereby ratified, approved, and confirmed. Section 21. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.z If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 11 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017 File ID: 2346 APPROVED AS TO FORM AND CORRECTNESS: 1 i ria i "ndez, ity Attor ey 6/13/2017 Enactment Number: R-17-0289 City of Miami Page 12 of 12 File ID: 2346 (Revision:) Printed on: 10/20/2017