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HomeMy WebLinkAboutR-00-0868RESOLUTION NO. 0 10 — IS 6 8 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE (1) A FIRST AMENDMENT TO A LOAN AGREEMENT, DATED OCTOBER 25, 1995, IN SUBSTANTIALLY THE ATTACHED FORM BETWEEN THE CITY OF MIAMI, FLORIDA ("THE CITY") AND THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION ("THE FINANCING COMMISSION") ["EXHBIT A"], AND (2) A SECOND AMENDMENT TO A LOAN AGREEMENT, DATED MAY 12, 1994, IN SUBSTANTIALLY THE ATTACHED FORM, BETWEEN THE CITY AND THE FINANCING COMMISSION ["EXHBIT B"], BOTH AMENDMENTS FOR PURPOSES OF CURING ANY AMBIGUITY OF CERTAIN PROVISIONS OF THE LOAN AGREEMENTS AND PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL REQUIRED CERTIFICATIONS OR OTHER- INSTRUMENTS OR DOCUMENTS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSES; RATIFYING, APPROVING, AND CONFIRMING ALL ACTIONS TAKEN OR TO BE TAKEN BY THE CITY MANAGER RELATED TO SECURING THE FINANCING COMMISSION'S SERIES B NOTES, AND FOR ANY CHANGES, INSERTIONS OR DELETIONS APPROVED BY TE CITY MANAGER RELATED TO THE AMENDMENTS TO THE LOAN AGREEMENTS; FURTHER DIRECTING THE CITY CLERK TO ATTEST, CERTIFY AND AFFIX THE CITY SEAL TO SAID DOCUMENTS, AND DIRECTING THE CITY MANAGER TO DELIVER SAID DOCUMENTS, AS REQUIRED BY THE TERMS AND CONDITIONS SET FORTH IN SAID AGREEMENTS, TRUST INDENTURE, AND DOCUMENTS. WHEREAS, the Sunshine State Governmental Financing Commission (the "Financing Commission") and the City of Miami, Florida (the "City") have previously executed and delivered a CITY COMMSSION NEETT.NG OF SEP 2 $ 0000 Resolution Nd.� Loan Agreement dated October 25, 1995, as amended, whereby the City borrowed $30,000,000 for the purpose of financing various capital projects; and WHEREAS, the Financing Commission and the City have previously executed and delivered a Loan Agreement dated May 12, 1994, whereby the City borrowed $15,190,000 for the purpose of financing various capital projects; and WHEREAS, such loan agreements are collectively referred to herein as the "Loan Agreements"; and WHEREAS, the Loan Agreements secure the Financing Commission's Commercial Paper Revenue Notes issued pursuant to a Trust Indenture dated February 1, 1994, as amended and supplemented; and :WHEREAS, the Commission plans to refund.,the Notes; and WHEREAS, to provide for such refunding, the Financing Commission has or will enter into a Trust Indenture (the "Indenture"), dated October 12, 2000, with Bankers Trust Company (the "Trustee") to provide for the issuance of the Financing Commission's Commercial Paper Revenue Notes, Series B (the "Series B Notes"); and WHEREAS, it is necessary and in the best interests of the City to amend the Loan Agreements to provide that such Loan Agreements shall solely secure the Series B Notes; and WHEREAS, the City Commission wishes to authorize the City Manager to execute (1) a First Amendment to a Loan Agreement Page 2 of 5 C,o— 86,?.1 dated October 25, 1995, in substantially the attached form, between the City and the Financing Commission, and (2) a Second Amendment to a Loan Agreement, dated May 12, 1994, in substantially the attached form, between the City and the Financing Commission, both Amendments for purposes of curing any ambiguity of certain provisions of the Loan Agreements and providing for certain other matters in connection therewith; and WHEREAS, the City Commission also wishes to ratify, approve and confirm any changes, insertions and omissions as may be approved by the City Manager or his designee, the execution of the documents thereof being conclusive evidence of such approval; and WHEREAS, THE City Commission further authorizes the City Manager to execute any and all required certifications or other instruments or documents, in a form acceptable to the City Attorney, for said purposes; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as if fully set forth in this Section. Page 3 of 5 0Y 0— 8 G) Section 2. The City Manager is hereby authorized" to execute: (1) a First Amendment to a Loan Agreement, dated October 25, 1995, in substantially the attached form, between the City and the Financing Commission [Exhibit A], for the purpose of curing any ambiguity of certain provisions of the Loan Agreement and providing for certain other matters in connection therewith; and (2) a Second Amendment to a Loan Agreement, dated May 12, 1994, in substantially the attached form, between the City and the Financing Commission [Exhibit B], for the purpose of curing any ambiguity of certain provisions of the Loan Agreement and providing for certain other matters in connection therewith; and (3) any and all required certifications or other instruments or documents, in a form acceptable to the City Attorney, for said purposes. Section 3. All actions taken or to be taken by the City Manager related to securing the Financing Commission's Series B Notes, and for any changes, insertions or deletions approved by the City Manager related to the Amendments to the Loan Agreements are hereby ratified, approved, and confirmed. Section 4. The City Clerk is hereby directed to attest, certify and affix the City Seal to said documents, and the City Manager is hereby directed to deliver said documents, as required 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 Code provisions. Page 4 of 5 U- 66.6 • • by the terms and conditions set forth in said Amendments to the Loan Agreements, Trust Indenture, and documents. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor./ PASSED AND ADOPTED this 28th day of September 2000. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2.36, since the Mayor did not Indicate approv^1 'his legislation by signing it in the designated place provided, .said legiyia t;. becomes effective with the elapse of ten (10) - days f m the date of Co, 'ss= regarding same, without the Mayor exercisi a v A ATTEST: City Clerk WALTER J. FOEMAN y .ems xa'r G9 ri>r . ,•y=- • IT T753:TORNEY •s . F' If the Mayor does not sign this Resolution, it shall become effective at the end of ten 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. Page 5 of 5 00- 868, Exhibit A FORM OF FIRST AMENDMENT TO LOAN AGREEMENT This FIRST AMENDMENT TO LOAN AGREEMENT dated as the 1St day of October, 2000, between the SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION, a public body corporate and politic created pursuant to a certain interlocal agreement by and among various governmental units executing it from time to time (the "Commission") and the CITY OF MIAMI, FLORIDA, a municipal corporation organized under the laws of the State of Florida (the "City"). WITNESSETH: WHEREAS, the Commission and the City have heretofore executed and delivered a Loan Agreement dated as of May 12, 1994 (the "Loan Agreement") whereby the City borrowed $15,190,000 for the purpose of financing various capital projects from the proceeds of the Commission's Commercial Paper Revenue Notes (Governmental Financing Program); and WHEREAS, the Loan Agreement secures the Commission's Commercial Paper Revenue Notes (the "Notes") issued pursuant to a Trust Indenture dated as of February 1, 1994, as amended and supplemented; and WHEREAS, the Commission plans to refund the Notes; and WHEREAS, in order to provide for such refunding, the Commission has or will enter into a trust indenture dated as of October 12, 2000 (the "Indenture")with Bankers Trust Company (the "Trustee") to provide for the issuance of the Commission's Commercial Paper Revenue Notes, Series B (the "Series B.Notes"); and WHEREAS, such Series B Notes shall be secured by a Commercial Paper Purchase Agreement between the Commission and Canadian Imperial Bank of Commerce, New York Agency, as amended and supplemented; and WHEREAS, it is necessary and in the best interests of the City to amend the Loan Agreement to provide that the Loan Agreement shall solely secure the Series B Notes; and NOW THEREFORE, THE COMMISSION AND THE CITY HEREBY AGREE THAT THE LOAN AGREEMENT IS HEREBY AMENDED AS FOLLOWS: SECTION 1. The following definitions in Article I of the Loan Agreement are hereby supplemented and amended to read: K-0000014 mmmmliij "Indenture" means the Trust Indenture dated as of October 12, 2000 between the Commission and the Trustee related to the Series B Notes, including any amendments and supplements thereto. "Liquidity Event" means the date of purchase of Series B Notes by the Liquidity Provider. "Liquidity Facility" means the Commercial Paper Purchase Agreement dated as February 1, 1998 between the Commission and the Liquidity Provider, as amended and supplemented, and any Alternate Liquidity Facility. "Liquidity Provider" means Canadian Imperial Bank of Commerce, New York Agency and the issuer of any Alternate Liquidity Facility. "Notes" means the Sunshine State Governmental Financing Commission Commercial Paper Revenue Notes (Governmental Financing Program), Series B, issued from time to time under the Indenture. "180 Day Date" means the date that is 180 days after the relevant Liquidity Event. "Proportionate Share" means as of the date of calculation, the outstanding principal amount of this Loan divided by the outstanding principal amount of all Loans designated as Series B. "Series B Notes" means the Sunshine State Governmental Financing Commission Commercial Paper Revenue Notes (Governmental Financing Program), Series B. "Taxable Notes" and "Tax -Exempt Notes" means Series B Notes that are Taxable Notes and Tax -Exempt Notes (as defined in the Indenture). "360 Day Date" means the date that is 360 days after the relevant Liquidity Event. SECTION 2. Except as specifically amended herein, the Loan Agreement remains in full force and effect. SECTION 3. All capitalized undefined terms used herein shall have the meanings set forth in the Loan Agreement. SECTION 4. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which, shall constitute but one and the same instrument. SECTION 5. This Amendment shall become effective upon execution by the Commission and compliance with all terms and conditions set forth in the Indenture and the Loan Agreement. 00- 868 IN WITNESS WHEREOF, the Sunshine State Governmental Financing Commission has caused this Second Amendment to Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the City of Miami, Florida has caused this First Amendment to Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first written above. (seal) ATTEST: By: Secretary SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION Chairman 00- 868 (seal) 0 40 ATTEST: City Clerk Approved as to form and legality: L -In City Attorney JAB0NDS\2000\3360\Series B\Miami1-LA3.wpd CITY OF MIAMI, FLORIDA City Manager Exhibit B FORM OF SECOND AMENDMENT TO LOAN AGREEMENT This SECOND AMENDMENT TO LOAN AGREEMENT dated as the 1St day of October, 2000, between the SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION, a public body corporate and politic created pursuant to a certain interlocal agreement by and among various governmental units executing it from time to time (the "Commission") and THE CITY OF MIAMI, FLORIDA; a municipal corporation organized under the laws of the State of Florida (the "City"). WITNESSETH: WHEREAS, the Commission and the City have heretofore executed and delivered a Loan Agreement dated as of October 25, 1995 (the "Original Loan Agreement") whereby the City borrowed 530,000,000 for the purpose of financing various capital projects from the proceeds of the Commission's Commercial Paper Revenue Notes (Governmental Financing Program) (the "Notes"); and WHEREAS, the Commission and the City executed and delivered a First Amendment to Loan Agreement dated as of February 1, 1998 (the "First Amendment") whereby the Notes secured by the loans of the City were designated as Series B Notes and secured by a liquidity facility provided by Canadian Imperial Bank of Commerce, New York Agency; and WHEREAS, the Original Loan Agreement and the First Amendment are collectively referred to as the Loan Agreement; and WHEREAS, the Loan Agreement secures the Commission's Commercial Paper Revenue Notes (the "Notes") issued pursuant to a Trust Indenture dated as of February 1, 1994, as amended and supplemented; and WHEREAS, the Commission plans to refund the Notes; and WHEREAS, in order to provide for such refunding, the Commission has or will enter into a trust indenture dated as of October 12, 2000 (the "Indenture")with Bankers Trust Company (the "Trustee") to provide for the issuance of the Commission's Commercial Paper Revenue Notes, Series B (the "Series B Notes"); and WHEREAS, such Series B Notes shall be secured by a Commercial Paper Purchase Agreement between the Commission and Canadian Imperial Bank of Commerce, New York Agency, as amended and supplemented; and WHEREAS, it is necessary and in the best interests of the City to amend the Loan Agreement to provide that the Loan Agreement shall solely secure the Series B Notes. K-0000014 Co .� WS NOW THEREFORE, THE COMMISSION AND THE CITY HEREBY AGREE THAT THE LOAN AGREEMENT IS HEREBY AMENDED AS FOLLOWS: SECTION 1. The following definitions in Article I of the Loan Agreement are hereby supplemented and amended to read: "Indenture" means the Trust Indenture dated as of October 12, 2000 between the Commission and the Trustee related to the Series B Notes, including any amendments and supplements thereto. "Liquidity Event" means the date of purchase of Series B Notes by the Liquidity Provider. "Liquidity Facility" means the Commercial Paper Purchase Agreement dated as February 1, 1998 between the Commission and the Liquidity Provider, as amended and supplemented, and any Alternate Liquidity Facility. "Liquidity Provider" means Canadian Imperial Bank of Commerce, New York Agency and the issuer of any Alternate Liquidity Facility. "Notes" means the Sunshine State Governmental Financing Commission Commercial Paper Revenue Notes (Governmental Financing Program), Series B, issued from time to time under the Indenture. "180 Day Date" means the date that is 180 days after the relevant Liquidity Event. "Proportionate Share" means as of the date of calculation, the outstanding principal amount of this Loan divided by the outstanding principal amount of all Loans designated as Series B. "Series B Notes" means the Sunshine State Governmental Financing Commission Commercial Paper Revenue Notes (Governmental Financing Program), Series B issued from time to time under the Indenture. "Taxable Notes" and "Tax -Exempt Notes" means Series B Notes that are Taxable Notes and Tax -Exempt Notes (as defined in the Indenture). I "360 Day Date" means the date that is 360 days after the relevant Liquidity Event. SECTION 2. Except as specifically amended herein, the Loan Agreement remains in full force and effect. SECTION 3. All capitalized undefined terms used herein shall have the meanings set forth in the Loan Agreement. SECTION 4. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 5. This Amendment shall become effective upon execution by the Commission and compliance with all terms and conditions set forth in the Indenture and the Loan Agreement. IN WITNESS WHEREOF, the Sunshine State Governmental Financing Commission has caused this Second Amendment to Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers and the City of Miami, Florida has caused this First Amendment to Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first written above. SUNSHINE STATE GOVERNMENTAL (seal) FINANCING COMMISSION ATTEST: ME Secretary Chairman UU 868 CITY OF MIAMI, FLORIDA (seal) ATTEST: By: By: City Clerk City Manager Approved as to form and legality: UO -A City Attorney