Loading...
HomeMy WebLinkAboutCRA-R-17-0034i OMNI I�� OMNI CRA Community Redevelopment Agency 1401 N. Miami Avenue Miami, FL 33136 OmniLegislation www.miamicra.com C R A OMNI CRA Resolution: CRA-R-17-0034 File Number: 2499 Final Action Date:6/21/2017 A RESOLUTION OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), APPROVING THE TERM SHEET FROM BANKUNITED, N.A. TO PURCHASE THE AGENCY'S NOT EXCEEDING $25,000,000 PRINCIPAL AMOUNT TAX INCREMENT REVENUE NOTES, SERIES 2017 THE PROCEEDS OF WHICH WILL BE APPLIED TO FINANCE A PORTION OF THE COSTS OF THE AGENCY'S REDEVELOPMENT PLAN; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK PURSUANT TO WHICH THE AGENCY WILL ISSUE ITS 2017 NOTES OR NOTES TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE PAYMENT OF SUCH 2O17 NOTES OR NOTES FROM INCREMENT REVENUES AND OTHER PLEDGED AMOUNTS ALL AS PROVIDED IN THE LOAN AGREEMENT; AUTHORIZING THE PROPER OFFICIALS OF THE AGENCY TO DO ANY OTHER ADDITIONAL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE EXECUTION OF THE LOAN AGREEMENT, THE 2017 NOTES OR NOTES, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 163, Part III, Florida Statutes (the "Act"), the Florida Constitution and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared: (A) Omni Redevelopment District Community Redevelopment Agency (the "Agency"), deems it necessary, desirable and in the best interests of the Agency and the City of Miami, Florida (the "City") and the property owners, residents and tenants thereof that the Agency issue its Tax Increment Revenue Notes, Series 2017 (the "2017 Notes") to finance a portion of the costs of the Agency's 2009 Amended Omni Area Community Redevelopment Plan, including support of affordable housing, acquisition of real estate and other capital projects (the "2017 Project"). (B) The Agency staff in consultation with PFM Financial Advisors, LLC ("PFM") the Agency's financial advisor has reviewed the proposal of BankUnited, N.A. (the City of Miami Page 1 of 4 File ID: 2499 (Revision: A) Printed On: 911412022 File ID: 2499 Enactment Number: CRA-R-17-0034 "Lender") regarding a loan in an amount of not to exceed $25,000,000 (the "Loan"), the proceeds of which will be applied to pay the costs of the 2017 Project and to pay costs of issuing the 2017 Notes. (C) The Loan will be secured by the Increment Revenues and other pledged amounts as provided in the Loan Agreement authorized herein pursuant to which the Agency will issue the 2017 Notes to secure the repayment of the Loan. (D) The Agency has determined that due to the present volatility of the market for municipal debt, it is in the best interest of the Agency to issue the 2017 Notes pursuant to the Loan Agreement by negotiated sale, allowing the Agency to issue the 2017 Notes at the most advantageous time, rather than a specified advertised future date, thereby allowing the Agency to obtain the best possible price, interest rate and other terms for the 2017 Notes and, accordingly, the Commissioners of the Agency hereby find and determine that it is in the best financial interest of the Agency that a negotiated private placement of the 2017 Notes to the Lender be authorized. SECTION 3. AUTHORIZATION OF ISSUANCE OF 2017 NOTES AND 2017 PROJECT. The Agency hereby authorizes the issuance of the 2017 Notes in a principal amount not to exceed $25,000,000 to finance the cost of the 2017 Project and pay costs of issuing the 2017 Notes as more particularly described in the Loan Agreement. The 2017 Notes are authorized to be issued as one tax-exempt note and one taxable note, as necessary to comply with the requirements of the Internal Revenue Code relating to state and local government bonds the interest on which is excluded from gross income for federal income tax purposes, provided that the aggregate amount shall not exceed $25,000,000. SECTION 4. APPROVAL OF TERM SHEET. The Agency hereby approves the term sheet of the Lender SECTION 5. APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN AGREEMENT AND 2017 NOTES. The Loan and the repayment of the Loan as evidenced by the 2017 Notes shall be pursuant to the terms and provisions of a Loan Agreement between the Agency and the Lender (the "Loan Agreement") and the 2017 Notes. The Agency hereby approves the Loan Agreement in a form acceptable to the City Attorney a draft of which is hereto included as Exhibit A and authorizes the Executive Director of the Agency and the Clerk of the Agency or other appropriate officer or any deputy or Assistant Clerk of the Agency (collectively, the "Clerk") to execute and deliver on behalf of the Agency the Loan Agreement by and between the Agency and the Lender in a form acceptable to the City Attorney in the form attached hereto as Exhibit A and the 2017 Notes in a form acceptable to the City Attorney attached to the Loan Agreement, with such changes insertions and additions as they may approve, their execution thereof being evidence of such approval. SECTION 6. PAYMENT OF DEBT SERVICE ON 2017 NOTES. Pursuant to the Loan Agreement, the 2017 Notes will be secured by Increment Revenues and other pledged amounts, all as more particularly described in the Loan Agreement. City of Miami Page 2 of 4 File ID: 2499 (Revision: A) Printed on: 911412022 File ID: 2499 Enactment Number: CRA-R-17-0034 SECTION 7. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents, certificates or opinions are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or the 2017 Notes, and the security therefore, the Executive Director, any other Agency officers, Agency General Counsel and Bond Counsel are hereby authorized to execute and deliver such documents, certificates, opinions, or other items and to take such other actions as are necessary for the full, punctual, and complete performance of the covenants, agreements, provisions, and other terms as are contained herein and in the documents included herein by reference. SECTION 8. PAYING AGENT AND REGISTRAR. The Agency hereby accepts the duties to serve as registrar and paying agent for the 2017 Notes. SECTION 9. LIMITED OBLIGATION. The obligations of the Agency to repay amounts under the Loan Agreement and the 2017 Notes are limited and special obligations, payable from and secured solely by the sources and in the manner set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit of the Agency or of the City. SECTION 10. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution, the Loan Agreement, or the 2017 Notes shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, the 2017 Notes or the Loan Agreement, but this Resolution, the Loan Agreement, and the 2017 Notes shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2017 Notes shall be issued and Loan Agreement shall be executed and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. IN WITNESS WHEREOF, this Resolution has been duly adopted this _ day of 2017. ATTEST By Secretary (CITY SEAL) APPROVED AS TO FORM AND CORRECTNESS OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY go Executive Director City of Miami Page 3 of 4 File ID: 2499 (Revision: A) Printed on: 911412022 File ID: 2499 Enactment Number: CRA-R-17-0034 Agency Counsel APPROVED AS TO FORM AND CORRECTNESS: I " - V4f t-� - 1 ria i dez,'City Attor iey 6/15/2017 City of Miami Page 4 of 4 File ID: 2499 (Revision: A) Printed on: 911412022