HomeMy WebLinkAboutR-98-0814J-98-919
8/19/98
RESOLUTION NO. 9 8 814
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, SUPPLEMENTING
AN ORDINANCE OF THE CITY ENACTED ON THE DATE HEREOF,
AUTHORIZING THE ISSUANCE OF THE CITY'S PARKING SYSTEM
REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING $14,500,000 FOR THE PURPOSE OF REFUNDING ALL OF
THE CITY'S OUTSTANDING PARKING SYSTEM REVENUE BONDS,
SERIES 1992A AND PAYING THE COSTS OF ACQUISITION AND
CONSTRUCTION OF CERTAIN PUBLIC PARKING FACILITIES WITHIN
THE CORPORATE LIMITS OF THE CITY; DELEGATING TO THE
CHAIRPERSON OF THE OFF-STREET PARKING BOARD THE AUTHORITY
TO APPROVE THE TERMS AND AWARD THE SALE OF SAID BONDS ON
A NEGOTIATED BASIS; APPROVING THE FORM AND AUTHORIZING
THE EXECUTION OF A PLACEMENT AGREEMENT; APPROVING THE
FORM OF A PRELIMINARY OFFICIAL STATEMENT AND DELEGATING
TO THE CHAIRPERSON OF THE OFF-STREET PARKING BOARD THE
AUTHORITY TO DEEM SUCH PRELIMINARY OFFICIAL STATEMENT
FINAL; APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION OF AN ESCROW DEPOSIT AGREEMENT RELATED TO THE
REFUNDING OF THE PARKING SYSTEM REVENUE BONDS, SERIES
1992A AND AN ESCROW DEPOSIT AGREEMENT RELATED TO THE
DEFEASANCE OF THE PARKING SYSTEM REVENUE BONDS, SERIES
1993A; APPROVING THE FORM AND AUTHORIZING THE EXECUTION
OF A CONTINUING DISCLOSURE CERTIFICATE; APPOINTING THE
TRUSTEE, BOND REGISTRAR, PAYING AGENT AND ESCROW AGENT;
DELEGATING TO THE CHAIRPERSON OF THE OFF-STREET PARKING
BOARD THE AUTHORITY TO NEGOTIATE THE TERMS OF AND ACCEPT
A COMMITMENT FOR THE ISSUANCE OF A BOND INSURANCE POLICY
AND/OR A RESERVE PRODUCT FOR THE BONDS AND TO EXECUTE ANY
DOCUMENTS IN CONNECTION THEREWITH; AUTHORIZING CERTAIN
OFFICIALS OF THE CITY TO EXECUTE ANY DOCUMENTS AND TAKE
ANY ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF
SAID BONDS; PROVIDING AN EFFECTIVE DATE FOR THIS
RESOLUTION; AND PROVIDING CERTAIN OTHER DETAILS WITH
RESPECT THERETO.
WHEREAS, the City Commission (the "Commission") of The
City of Miami, Florida (the "City") on the date hereof enacted an
Ordinance (the "Bond Ordinance") authorizing the City to issue its
Parking System Revenue Bonds in the original aggregate principal
amount not exceeding $14,500,000 (the 111998 Bonds") for the purpose
of refunding the City's outstanding Parking System Revenue Bonds,
Series 1992A (the 111992 Bonds") and financing the acquisition,
construction and installation of certain additions and improvements
to the City's Parking System (as defined in the Bond Ordinance);
and
WHEREAS, the Bond Ordinance provides for the terms and
details of the 1998 Bonds to be established by ordinance or
resolution, and the City by this resolution hereby pr - nr Iche
establishment of such terms and details; and CTl'!f colucswx
MEETING OF
AU G 1 4 1998
Resolution No.
9 8 - 8 :i 4
WHEREAS, because of the current conditions existing in
the market for securities similar to the 1998 Bonds, the City finds
it appropriate to negotiate the sale of the 1998 Bonds through a
private placement thereof; and
WHEREAS, William R. Hough & Co. (the "Placement Agent")
has submitted an offer to locate a purchaser or purchasers for, and
negotiate the terms of, the 1998 Bonds under the terms of a
Placement Agreement between the City and the Placement Agent,
substantially in the form attached hereto as Exhibit "A" (the
"Placement Agreement"), and the City desires to approve such
Placement Agreement; and
WHEREAS, the City desires to delegate to the Chairperson
of the Off -Street Parking Board of The City of Miami (the
"Chairperson") the authority to accept an offer for the purchase of
the 1998 Bonds and to establish the terms of the 1998 Bonds within
certain parameters set forth in this Resolution; and
WHEREAS, the City desires to approve the form of a
preliminary official statement (the "Preliminary Official
Statement") in substantially the form attached hereto as Exhibit
"B" in connection with the issuance and sale of the 1998 Bonds, to
delegate to the Chairperson the authority to deem such Preliminary
Official Statement final for purposes of Securities and Exchange
Commission Rule 15c2-12 (the "Rule"), and to approve the form and
execution of a final Official Statement related to the 1998 Bonds
(the "Final Official Statement") in substantially the same form as
the Preliminary Official Statement; and
WHEREAS, the City has determined that obtaining a policy
of municipal bond insurance insuring the payment of debt service on
the 1998 Bonds and/or a Reserve Product (as defined in the Bond
Ordinance) may be beneficial and desires to delegate to the
Chairperson the authority to negotiate any terms thereof; and
WHEREAS, the City desires to approve and authorize
execution of an Escrow Deposit Agreement substantially in the form
attached hereto as Exhibit "C" (the 111992 Escrow Deposit
Agreement") to be used in connection with the refunding of the 1992
Bonds, and an Escrow Deposit Agreement substantially in the form
attached hereto as Exhibit "D" (the 111993 Escrow Deposit Agreement"
and, together with the 1992 Escrow Deposit Agreement, the "Escrow
Deposit Agreements") to be used in connection with the defeasance
of the City's Outstanding Parking System Revenue Bonds, Series
1993A (the 111993 Bonds"), which are to be defeased utilizing
legally available funds of the Department of Off -Street Parking
(the "Department"); and
WHEREAS, the City desires to approve and authorize the
execution of a Continuing Disclosure Certificate substantially in
the form attached hereto as Exhibit "E" (the "Continuing Disclosure
Certificate") related to the 1998 Bonds; and
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WHEREAS, the City desires to authorize various officers
of the City to approve the terms of and to execute, on behalf of
the City, other documents related to the 1998 Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI, FLORIDA, that:
SECTION 1. Authority. This Resolution is adopted
pursuant to Chapter 166, Florida Statutes, the Charter of the City,
but only to the extent not inconsistent with and not repealed by
the provisions of Section 166.021, Florida Statutes, and the Bond
Ordinance.
SECTION 2. Definitions. All terms used herein in
capitalized form, unless otherwise defined herein, shall have the
same meaning as ascribed to them in the Bond Ordinance, unless the
context otherwise requires. All terms used herein in capitalized
form and defined in the preamble hereto shall have the meanings
ascribed thereto in such preamble.
SECTION 3. Findings.
A. Any findings and declarations of the City contained
in the Bond Ordinance are hereby expressly approved, reaffirmed and
ratified to the extent not inconsistent herewith.
B. The City deems it necessary, desirable and in the
best interests of the health and welfare of the City and its
inhabitants that it issue the 1998 Bonds to (i) refund the 1992
Bonds and to defease the 1993 Bonds in order to alleviate certain
restrictions in the ordinance pursuant to which the 1992 Bonds and
the 1993 Bonds were issued, and (ii) to acquire and construct the
1998 Project in order to upgrade and improve the Parking System.
C. Proceeds of the 1998 Bonds shall be applied to
refund the 1992 Bonds, to pay costs related to the 1998 Project and
costs of issuance of the 1998 Bonds, including, without limitation,
the premiums on bond insurance and/or a Reserve Product, if
obtained pursuant to the terms hereof, and, if necessary, to fund
the Reserve Fund created under the Bond Ordinance.
D. The 1998 Bonds will not be issued unless the
requirements of Section 208 of the Bond Ordinance are satisfied on
or prior to the issuance of the 1998 Bonds.
E. The Placement Agent will, prior to acceptance by the
City of any offer to purchase the 1998 Bonds, provide the City with
a disclosure statement regarding the 1998 Bonds containing the
information required by Section 218.385(6), Florida Statutes, and
no further disclosure is or shall be required by the City.
F. Because of the characteristics of the 1998 Bonds,
prevailing and anticipated market conditions and the need to
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proceed with acquisition and construction of the 1998 Project, it
is in the best interest of the City to negotiate the sale of the
1998 Bonds upon the terms and conditions outlined herein.
SECTION 4. Instrument to Constitute a Contract;
Covenants in Bond Resolution Applicable. In consideration of the
acceptance of the 1998 Bonds authorized to be issued hereunder by
those who shall hold the same from time to time, the Bond
Ordinance, as supplemented by this Resolution, shall be deemed to
be and shall constitute a contract between the City and the
registered owners of the 1998 Bonds. The covenants and agreements
set forth herein and in the Bond Ordinance to be performed by the
City shall be for the equal benefit, protection and security of the
registered owners of the 1998 Bonds, and the 1998 Bonds shall be of
equal rank with all other 1998 Bonds and with all Additional Bonds
hereafter issued under the Bond Ordinance, without preference,
priority or distinction over any other thereof. All applicable
covenants contained in the Bond Ordinance shall be fully applicable
to the 1998 Bonds.
SECTION 5. Authorization of Construction of 1998
Project, Refundingr, Defeasance and Redemption. The acquisition,
construction and installation of the 1998 Project is hereby
authorized, and the refunding of the 1992 Bonds is hereby
authorized in accordance with the requirements and terms hereof.
Defeasance of the 1993 Bonds, utilizing legally available funds of
the Department, has been authorized by the Bond Ordinance. The
redemption of the 1992 Bonds maturing on and after October 1, 2002,
is hereby authorized on October 1, 2001.
SECTION 6. Authorization of 1998 Bonds; Delegation to
Chairperson; Terms and Form of 1998 Bonds.
A. Subject and pursuant to the provisions hereof, the
1998 Bonds to be known as "The City of Miami, Florida Parking
System Revenue Refunding Bonds, Series 1998" are hereby authorized
to be issued at one time or as needed in one or more series in an
aggregate principal amount not exceeding $14,500,000 for the
purposes described herein. The series designation of the 1998
Bonds may be changed to reflect the issuance of the 1998 Bonds in
more than one series, if applicable. Notwithstanding anything
contained herein to the contrary, the 1998 Bonds shall not be
issued until the conditions precedent to their issuance contained
in Section 208 of the Bond Ordinance have been complied with. The
specific principal amount of the 1998 Bonds shall be determined as
hereinafter provided.
B. The Chairperson is hereby directed and authorized to
award the sale of the Bonds to the purchaser or purchasers thereof
and to approve the terms thereof, including, without limitation,
the date thereof, the aggregate principal amount thereof, the
interest rate or rates with respect thereto, the purchase price
thereof and the maturity dates thereof and Sinking Fund
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Requirements with respect thereto, provided, however, that in no
event shall (i) the principal amount of the 1998 Bonds exceed
$14,500,000 (the "Maximum Principal Amount"), (ii) the purchase
price of the 1998 Bonds be less than 1001i of the original principal
amount of the 1998 Bonds (excluding any original issue discount)
(the "Minimum Purchase Price"), (iii) the true interest cost rate
(the "TIC") of the 1998 Bonds exceed 6.50% (the "Maximum TIC"),
(iv) the interest rate on the 1998 Bonds exceed the maximum rate
permitted by law, or (vi) the final maturity of the 1998 Bonds be
later than October 1, 2028 (the "Maximum Maturity Date").
C. The 1998 Bonds shall be dated such date, shall bear
interest from such date, payable semiannually on the first day of
April and the first day of October of each year, commencing on such
date, at such rates, and shall mature on October 1 of such year or
years as shall be approved by the Chairperson as herein provided.
The 1998 Bonds shall be issued as fully registered bondsin the
denomination of $5,000 each or any integral multiple thereof.
D. The 1998 Bonds shall be numbered from one upward
preceded by the letter "R" prefixed to the number and by additional
letters if appropriate to designate different Series. Principal of
and premium, if any, on the 1998 Bonds shall be payable upon
presentation and surrender at the principal corporate trust office
of the Paying Agent hereinafter appointed.
E. The 1998 Bonds shall not be subject to optional
redemption prior to their maturity but shall have such Sinking Fund
Requirements as shall be approved by the Chairperson in accordance
with the terms hereof and shall be subject to extraordinary
redemption as provided in Section 302 of the Bond Ordinance.
Notice of redemption shall be given by the City as provided in the
Bond Ordinance.
F. Interest on the 1998 Bonds will be paid by check or
draft mailed to the registered owners thereof as their addresses
may appear on the registration books of the City at the close of
business on the fifteenth day (whether or not a Business Day) of
the month preceding the Interest Payment Date (the "Record Date"),
irrespective of any transfer or exchange of a 1998 Bond subsequent
to such Record Date and prior to the next succeeding Interest
Payment Date. Notwithstanding the foregoing, a registered owner of
$1,000,000 or more in principal amount of 1998 Bonds may provide
for payment by wire transfer in immediately available funds on the
applicable principal payment date or Interest Payment Date by
written request submitted (i) in the case of principal or premium,
to the Paying Agent together with the presentation or surrender of
1998 Bonds to be paid, and (ii) in the case of interest, to the
Paying Agent at least fifteen (15) calendar days before the
applicable Record Date, specifying the account number, address and
other relevant information.
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G. Whenever any 1998 Bond shall be delivered to the
Bond Registrar for cancellation, upon payment of the principal
amount thereof, or for replacement, transfer or exchange, such 1998
Bond shall, after cancellation, either be retained by the Bond
Registrar for a period of time specified in writing by the City, or
at the option of the City, shall be destroyed or cancelled by the
Bond Registrar and counterparts of a certificate of destruction or
cancellation evidencing such destruction shall be furnished to the
City.
H. If the date for the payment of principal of,
premium, if any, or interest on any 1998 Bonds shall be a day which
is not a Business Day, then the date for such payment shall be the
next succeeding Business Day, and payment on such day shall have
the same force and effect as if made on the nominal date of
payment.
I. In case part but not all of an outstanding fully
registered 1998 Bond shall be selected for redemption, the
registered owners thereof shall present and surrender such 1998
Bond to the City or its designated paying agent for payment of the
principal amount thereof so called for redemption, and the City
shall execute and deliver to or upon the order of such registered
owner, without charge therefor, for the unredeemed balance of the
principal amount of the 1998 Bonds so surrendered, a 1998 Bond or
1998 Bonds fully registered as to principal and interest.
J. The 1998 Bonds shall be and have all the qualities
and incidents of negotiable instruments under the laws of the State
of Florida, and each successive Registered Owner, in accepting any
of the 1998 Bonds, shall be conclusively deemed to have agreed that
such 1998 Bonds shall be and have all of the qualities and
incidents of negotiable instruments under the laws of the State of
Florida.
K. The 1998 Bonds shall be substantially in the form
set forth in Section 2.03 of the Bond Ordinance.
SECTION 7. Application of 1998 Bond Proceeds. To the
extent not otherwise provided by the City by certificate of the
City Manager or the Mayor of the City delivered at or prior to the
issuance and delivery of the 1998 Bonds, the proceeds from the sale
of the 1998 Bonds, including accrued interest, if any, shall be
disposed of as provided in Section 208 of the Bond Ordinance.
SECTION 8. Approval of Placement Agreement. The form of
the Placement Agreement presented by the Placement Agent and
attached hereto as Exhibit "A" is hereby approved, subject to such
changes, insertions and omissions and such filling of blanks
therein as may be approved and made in such Bond Purchase Agreement
by the City Manager of the City, in a manner consistent with the
provisions of this Resolution, execution thereof to be conclusive
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evidence of such approval. The City Manager is hereby authorized
to execute the Placement Agreement on behalf of the City.
SECTION 9. Acceptance of Offer to Purchase 1998 Bonds.
Upon receipt of a disclosure statement from the Placement Agent
meeting the requirements of Section 218.385, Florida Statutes, the
Chairperson is hereby authorized to accept on behalf of the City an
offer presented through the Placement Agent to purchase the 1998
Bonds in the aggregate principal not exceeding the Maximum
Principal Amount, at a TIC not to exceed the Maximum TIC, at a
purchase price of not less than the Minimum Purchase Price, plus
accrued interest thereon to the date of delivery, with an interest
rate no greater than the maximum rate permitted by law and with a
final maturity no later than the Maximum Maturity Date. Such terms
shall be memorialized in the form of a certificate executed by the
Chairperson no later than the date of issuance of the 1998 Bonds.
SECTION 10. Approval of Preliminary Official Statement.
The Preliminary Official Statement related to the 1998 Bonds
substantially in the form of Exhibit "B" hereto is hereby approved
subject to such changes, insertions, omissions and filling of
blanks therein as shall be approved by the Chairperson, and the
Chairperson is hereby authorized to deem such Preliminary Official
Statement final on behalf of the City for purposes of the Rule.
Execution of a certificate by the Chairperson deeming the
Preliminary Official Statement final shall be deemed conclusive
evidence of the approval by the Chairperson on behalf of the City
of the form and contents thereof.
The City hereby approves the form and content of the
Final Official Statement, substantially in the form of the
Preliminary Official Statement, subject to such changes,
insertions, omissions and filling of blanks therein as shall be
approved by the Chairperson and the City Manager, execution thereof
to be conclusive evidence of such approval. The City Manager, the
Chairperson and/or the Executive Director of the Department are
hereby authorized to execute the Final Official Statement on behalf
of the City and the Department.
SECTION 11. Appointment of Trustee. Bond Registrar and
Paying Agent. SunTrust Bank, Central Florida, National
Association, Orlando, Florida, is hereby appointed as Trustee, Bond
Registrar and Paying Agent in connection with the 1998 Bonds and
shall undertake the duties as such under the terms of the Bond
Ordinance, as supplemented hereby.
SECTION 12. Approval of Escrow Deposit Agreements. The
forms of the Escrow Deposit Agreements attached hereto as Exhibits
"C" and "D" are hereby approved, subject to such changes,
insertions and omissions and filling of blanks therein as may be
approved and made in such forms of the Escrow Deposit Agreements by
the City Manager of the City, in a manner consistent with the
provisions of this Resolution, such execution to be conclusive
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evidence of such approval. The City Manager or the Mayor of the
City is hereby authorized to execute the Escrow Deposit Agreements
on behalf of the City. The City hereby designates and appoints
SunTrust Bank, Central Florida, National Association, Orlando,
Florida, as the Escrow Agent under both Escrow Deposit Agreements.
SECTION 13. Continuing Disclosure. The City hereby
covenants and agrees that, in order to provide for compliance by
the City with the secondary market disclosure requirements of the
Rule, it will comply with and carry out all of the provisions of
the Continuing Disclosure Certificate to be executed by the City
and dated the date of delivery of the 1998 Bonds, as it may be
amended from time to time in accordance with the terms thereof (the
"Disclosure Certificate"). The Disclosure Certificate shall be
substantially in the form attached hereto as Exhibit "E" with such
changes, amendments, modifications, omissions and additions as
shall be approved by the City Manager or the Mayor, who is hereby
authorized to execute and deliver such Disclosure Certificate on
behalf of the City. Notwithstanding any other provision of this
Resolution and the Bond Ordinance, failure of the City to comply
with such Disclosure Certificate shall not be considered an event
of default under the Bond Ordinance; provided, however, any holder
of a 1998 Bond may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by
court order, to cause the City to comply with its obligations under
this Section 13.
SECTION 14. Municipal Bond Insurance and Reserve
Product. The Chairperson is hereby authorized, if she shall
determine that the same shall be beneficial to the City, to
negotiate any terms in connection with a bond insurance policy
and/or Reserve Product in connection with the 1998 Bonds and to
execute on behalf of the City any commitment letter or other
documents related thereto.
SECTION 15. Authorizations.
A. The Mayor and the City Clerk or any Deputy City
Clerk of the City or their duly authorized alternative officers are
hereby authorized and directed on behalf of the City to execute the
1998 Bonds (including any temporary bond or bonds), and the City
Attorney is authorized to approve the form thereof, as provided in
this Resolution and any of such officers are hereby authorized and
directed upon the execution of the 1998 Bonds in the form and
manner set forth in the Bond Ordinance to deliver the 1998 Bonds in
the amounts authorized to be issued hereunder, to the Trustee for
authentication and delivery to or upon the order of the purchasers
thereof upon payment of the purchase price therefor.
B. The Mayor, the City Manager, the Executive Director
of the Department, the City Clerk, any Deputy City Clerk of the
City, and such other officers and employees of the City as may be
designated by the Mayor, the City Manager or the Chairperson, are
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each designated as agents of the City in connection with the
issuance and delivery of the 1998 Bonds and are authorized and
empowered, collectively or individually, to take all action and
steps and to execute all instruments, certificates, documents and
contracts on behalf of the City that are necessary or desirable in
connection with the execution and delivery of the 1998 Bonds and
the refunding of the 1992 Bonds and the defeasance of the 1993
Bonds, and which are specifically authorized by or are not
inconsistent with, the terms and provisions of this Resolution or
any action relating to the 1998 Bonds heretofore taken by the City.
Such officers and those so designated are hereby charged with the
responsibility for the issuance of the 1998 Bonds. Without
intending to limit the foregoing, the officers and officials of the
City described above are specifically authorized to execute on
behalf of the City a letter of representations or other documents
to permit the use of the book -entry only system of The Depository
Trust Company in connection with the 1998 Bonds.
SECTION 16. Repeal of Inconsistent Resolutions. Except
as supplemented and amended hereby, all provisions of the Bond
Resolution remain in full force and effect. All other resolutions
or parts of other resolutions in conflict herewith are hereby
repealed.
SECTION 17. 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 separate from the remaining covenants,
agreements or provisions of this Resolution or of the 1998 Bonds
issued hereunder.
SECTION 18. Effective Date. This Resolution shall
become effective immediately upon its adoption.'
' 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.
E
APPROVED AND ADOPTED by the City Commission of the City
of Miami, Florida, in open session, thisl4th day of August, 1998.
CITY OF MIAMI, FLORIDA
By:
Mayor
ATTEST:
City Clerk
APPRO D To D CORRECTNESS:
At rney
APPROVED AS TO SUBSTANCE:
City Manager
In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of
this legislation by signing it in the designated place provided, said legislation now
becomes effective with the elapse of ten (10) daysFfthefCommis ' action
regarding same, without the Mayor exemisl a
L4K-150149.5:733
27387-104
Walter J. n, City Clerk
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LIST OF EXHIBITS
EXHIBIT
A
Form
of
Placement Agreement
EXHIBIT
B
Form
of
Preliminary Official Statement
EXHIBIT
C
Form
of
1992 Escrow Deposit Agreement
EXHIBIT
D
Form
of
1993 Escrow Deposit Agreement
EXHIBIT
E
Form
of
Continuing Disclosure Certificate
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