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HomeMy WebLinkAboutR-93-0087J-93- 100 2/2/93 RESOLUTION NO. .._ A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE EXECUTION OF THE SECOND AMENDMENT AND SUPPLEMENT TO THE LOAN AGREEMENT, IN SUBSTANTIALLY THE ATTACHE) FORM, BETWEEN THE CITY OF MIAMI AND THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION. WHEREAS, the Sunshine State Governmental Financing Commission (the "Commission") and the City of Miami, have heretofore executed and delivered a Loan Agreement dated as of November 18, 1988 (the "Original Loan Agreement" and as amended hereby the "Loan Agreement") relating to the City of Miami's participation in the $300,000,000 Sunshine State Governmental Financing Commission Revenue Bonds, Series 1988 (the "Bonds"); and WHEREAS, the Commissiondesires to replace the original letter of oredit securing the Bonds with a letter of credit (the "Alternate Credit Facility") issued by Union Bank of Switzerland, New York Branch, National Westminster Bank Plo, New York Branch and Morgan Guaranty Trust Company of New York (colleotively, the "Banks"); and WHEREAS, the execution and delivery of this Amendment has been required by the Banks in oonneotion with the issuance of the Alternate Credit Facility; "ATTACHMENT ( ) f CONTAINED Crff COD MSMON K£ZTING OF FEB Q 9 1N3 R*w2udon Na. 9 3 - &'7 NOW, THERRPORB, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings oontained in the Preamble to this Resolution are hereby adopted by reference thereto and inoorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to exeoute the Second Amendment and Supplement to the Loan Agreement, in substantially the attached form, between the City of Miami and the Sunshine State Governmental Financing Commission. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 9th day of �.sP'by,Fu+rr�. , 1993. ATTE NATTY HIRAI CITY CLERK PREPARED AND APPROVED BY: RAFAEL O. MA2 DEPUTY CITY` ATTORNEY APPROVED AS TO FO M AND CORRECTNESS: A : Q37NN S CITY A"r BSS : X342 HAVI)IR )�. SUAREZ, MAYOR 9 3 - 8'7 -2- NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI , FLORIDA: Seotion 1. The reoitals and findings oontained in the Preamble to this Resolution are hereby adopted by referenoe -- thereto and inoorporated herein as if fully set forth in this Seotion. Seotion 2. The City Manager is hereby authorized to exeoute the Seoond Amendment and Supplement to the Loan Agreement, in substantially the attaohed form, between the City of Miami and the Sunshine State Governmental Finanoing Commission. Seotion 3. This Resolution shall beoome effeotive - S �? immediately upon its adoption. PASSED AND ADOPTED this 9th day of b� 1993. ^, — XAVI SUAREZ, MAYOR — ATTE ig=f HIRAI CITY CLERK PRE97 AND APPROVED BY: rx RAF EL O, AZ DEPUTY CITY ATTORNEY APPROVED AS TO FORK AND CORRECTNESS: ii A/1% a A. Q S, III CITY A EY BSS : M342 9 9 - 87 - --2- SECOND AMENDMENT AND SUPPLEMENT TO LOAN AGREEMENT a THE SECOND AMENDMENT AND SUPPLEMENT TO LOAN AGREEMENT (the "Amendment") dated as of 19 , and entered into between the SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION (the "Commission"), a public body corporate and politic created pursuant to that certain interlocal agreement by and among various governmental units executing it from time to time, and the CITY OF MIAMI (the "Governmental Unit"), a municipal corporation Organized under the laws of the State of Florida. W I T N E S S E T H WHEREAS, the Commission and the Governmental Unit have heretofore executed and delivered a Loan Agreement dated as of November 18, 1986 (the "Original Loan Agreement" and as amended hereby the "Loan Agreement") relating to the Governmental Unit's participation in the $300,000,000 Sunshine State Governmental Financing Commission Revenue Bonds, Series 1986 (the "Bonds"); and WHEREAS, the Commission desires to replace the original letter of credit securing the Bonds with a letter of credit (the "Alternate Credit Facility") issued by Union Bank of Switzerland, 93- 87 New York Branch, National Westminster Bank Pic, New York Branch and Morgan Guaranty Trust Company of New York (collectively, the "Banks"); and WHEREAS, the execution and delivery of this Amendment has been required by the Ranks in connection with the issuance of the Alternate Credit Facility; and WHEREAS, all capitalized undefined terms used herein shall have the meaning set forth in the Original Loan Agreement; and WHEREAS, Section 9.04 of the Original Credit Agreement and Section 12.05 of the Indenture provide that the Loan Agreement may be amended by the Commission and the Governmental Unit, with the written consent of the Trustee and the Banks, as may be required by the provisions of the Credit Facility Agreement; and WHEREAS, the Commission, the Trustee, the Banks and the Governmental Unit have consented to this Amendment; NOW THEREFORE, as the Commission, the Governmental Unit, the Trustee and the Banks each agree and represent that the statements in the recitals are true and correct and for and in consideration of the premises hereinafter contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the Commission and the Governmental Unit hereby agree, with the consent of the Trustee and the Banks, as follows: Section 1.1 The following definition in Article I of the Original Loan Agreement is hereby amended and supplemented to read as follows: 93-= 87 -2- "Agent" means Union Bank of Switzerland, New York Branch, as agent for the Banks under the Credit facility Agreement dated as of December 1, 1992. "Agent" shall also mean any entity designated as such with respect to any Alternative Credit Facility which may be issued from time to time. Section 1.2 Section 2.02 of the Original Loan Agreement is hereby amended and supplemented by the addition of the following paragraph: (q) The Governmental Unit covenants to immediately notify the Commission and the Agent of any change in law which could have a material adverse effect on the power or authority of the Governmental Unit to collect Non Ad Valorem Revenues then being collected by the Governmental Unit and to meet with the Agent, upon the request of the Agent, to discuss any such change in law. Section 1.3 The notice address of the Banks contained in Section 9.01 of the Original Loan Agreement is hereby amended as follows: Union Bank of Switzerland, New York Branch _ 299 Park Avenue New York, N.Y. 10171 Attention: Public Finance, Vice President Telephone: (212) 715-3000 Section 1.4 This Amendment shall become effective as of the date -of the execution and delivery of this Amendment. Section 1.5 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 1.6 This Amendment shall be governed by and constnied in accordance with the law of the State of Florida. -3- 93- 87 F Section 1.7 Except as specifically amended hereby and herein, the Original Loan Agreement remains in full force and effect and is hereby ratified, affirmed and approved. IN WITNESS WHEREOF, the Sunshine State Governmental Financing Commission has caused this Amendment 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 has caused this Amendment 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 has caused this Amendment to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, all as of the first above written. SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION ATTEST: By: Chairman Secretary �A -7 ( SEAL) ATTEST: MATTY HIRAI CITY CLERK (SEAL) a , APPROVED AS TO FORM AND CORRECTNESS: � Y CITY ATTO 4_ CITY OF MIAMI By: M A Y O R 93-- 87 _4 , Consented and agreed to by: FIRST UNION NATIONAL BANK OF FLORIDA, as Trustee BY: - Title: UNION BANB�NeH, IasEa�g nD — NEW PORK By: Title: 93- 87 I* CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members of the City Commission FROM: Cesar H. Odio City Manager DATE : FEB - 11993 FILE : SL'.B.IECT : Agenda Item for City Commission REFERENCES: ENCLOSURES: It is respectfully recommended that the attached resolution, with attachment, authorizing the execution of the second amendment and supplement, in substantially the attached form, to the loan agreement entered between the Sunshine State Financing Commission and the City of Miami, be adopted. The City joined the Sunshine State Governmental Financing Commission through an Interlocal Agreement with the cities and counties that form the Commission. These governmental units, cities of Coral Gables, Lakeland, Miami, Orlando, Tallahassee and Vero Beach, and the counties of Dade, Palm Beach and Polk, have taken advantage of low interest rate loans through the Committee's program. The bonds issued by the Commission are secured by a letter of credit from a bank. In order to obtain the lowest interest rates for the governmental units participating in the program, such as the City of Miami, the Commission desires to replace the original letter of credit securing the Bonds with an AAA rated letter of credit issued by Union Bank of Switzerland, National Westminster Bank and.Morgan Guaranty Trust Company. The attached resolution authorizes the execution of an amendment to the loan agreement, required by the new banks, that reflects: Union Bank of Switzerland as Agent for the banks. City's covenant to immediately notify the Commission and the Agent of any change in law which could have a material adverse effect on collectibility of non -ad -valorem revenues pledged to the repayment of the Cit.y's loans. The City is not entering into any financial transactions or commitments by the adoption of this resolution.