HomeMy WebLinkAboutR-92-0049J-92-64
1/15/92
RESOLUTION NO. j 9
A RESOLUTION AMENDING AND SUPPLEMENTING
RESOLUTION NO. 91-886 OF THE CITY OF MIAMI,
FLORIDA ADOPTED ON DECEMBER 5, 1991, ENTITLED:
"A RESOLUTION OF THE CITY OF MIAMI, FLORIDA,
PROVIDING FOR THE REFUNDING OF THE OUTSTANDING
PORTION OF THE CITY'S CERTIFICATES OF
PARTICIPATION, SERIES 1986; AUTHORIZING THE
ISSUANCE BY THE CITY OF MIAMI, FLORIDA OF NOT TO
EXCEED $5,000,000 IN AGGREGATE PRINCIPAL AMOUNT
OF REFUNDING REVENUE BONDS, SERIES 1991 TO
FINANCE THE COST OF SUCH REFUNDING, FUND A
DEBT SERVICE RESERVE FUND, AND PAY THE COSTS OF
ISSUANCE OF SUCH BONDS; COVENANTING TO BUDGET
AND APPROPRIATE PAYMENT OF THE PRINCIPAL AND
INTEREST ON THE BONDS FROM THE CITY'S NON -AD
VALOREM REVENUES; COVENANTING TO MAINTAIN
AND COLLECT SPECIFIC AMOUNTS OF NON -AD
VALOREM REVENUES; AUTHORIZING A NEGOTIATED
SALE OF THE BONDS AND THE EXECUTION OF A
PLACEMENT AGENT AGREEMENT WITH RESPECT TO
THE BONDS; APPROVING A PRELIMINARY PLACEMENT
MEMORANDUM AUTHORIZING A FINAL PLACEMENT
MEMORANDUM WITH RESPECT THERETO; AUTHORIZING
THE EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND APPOINTING AN ESCROW
HOLDER; APPOINTING A REGISTRAR AND PAYING
AGENT FOR THE BONDS; MAKING CERTAIN COVENANTS
AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS
OF SUCH BONDS; AND PROVIDING AN EFFECTIVE
DATE;" FOR THE PURPOSE OF EFFECTING CERTAIN
AMENDMENTS THEREOF TO IMPROVE THE
MARKETABILITY AND THE RATING OF THE BONDS; AND
PROVIDING AN EFFECTIVE DATE.
CITY COMMISSION
MEETING OF,,,*
JAN 23 1992
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Im aCuTfou No.
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TABLE OF CONTENTS
SECTION 1.
AUTHORITY FOR THIS RESOLUTION ..............
1
SECTION 2.
FINDINGS ..................................
1
SECTION 3.
AMENDMENTS TO DEFINITIONS ..................
1
SECTION 4.
SERIES 1991 BONDS TO BE ENTITLED SERIES 1992
BONDS....................................
2
SECTION 5.
AMENDMENT TO BOND FORM ...................
2
SECTION 6.
SUPPLEMENT AND AMENDMENT TO SECTION 3.01 OF
ORIGINAL INSTRUMENT .......................
3
SECTION 7.
AMENDMENT TO THE ORIGINAL INSTRUMENT,
INCLUDING SECTIONS 4.02 AND 4.03, REGARDING
DELETION OF THE RESERVE FUND ...............
3
SECTION 8.
AMENDMENT TO SECTION 8.05 OF THE ORIGINAL
INSTRUMENT ................................
4
SECTION 9.
AMENDMENTS TO SECTION 8.06 OF THE ORIGINAL
INSTRUMENT ................................
4
SECTION 10.
ADDITION OF SECTION 8.07 TO THE ORIGINAL
INSTRUMENT ................................
5
SECTION 11.
AMENDMENTS AND SUPPLEMENTS TO ARTICLE NINE
OF THE ORIGINAL INSTRUMENT .... ...........
5
SECTION 12.
ORIGINAL INSTRUMENT IN FULL FORCE AND
EFFECT....................................
6
SECTION 13.
REPEALING CLAUSE ..........................
6
SECTION 14.
EFFECTIVE DATE ............................
6
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BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI
as follows:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution
is adopted pursuant to the provisions of the Act and other applicable provisions of law.
SECTION 2. FINDINGS. It is hereby found and determined that:
(A) On December 5, 1991, the City Commission duly adopted the Original
Instrument for the purpose of authorizing the refunding of the Refunded Obligations and the
issuance of the Bonds to pay the cost thereof.
(B) It is necessary to make the amendments to the Original Instrument
hereinafter stated in order to comply with certain conditions of the Rating Agencies and to
improve the marketability of the Bonds and, accordingly, it is in the best financial interest of the
Issuer that such amendments be accomplished as herein provided.
(C) It is no longer necessary to fund a Reserve Fund for the Bonds given the
Letter of Credit which will be provided for the benefit of the Bondholders.
SECTION 3. AMENDMENTS TO DEFINITIONS. The definitions in
the Original Instrument are hereby amended in each of the following respects:
(A) The definition of "Federal Securities" contained in Section 1.01 thereof
is hereby amended to read as follows:
"Federal Securities" shall mean direct obligations of the United States of
America and obligations the principal of and interest on which are unconditionally
guaranteed as to full and timely payment by the United States of America, none
of which permit redemption or prepayment prior to maturity at the option of the
obligor. Federal Securities shall include any certificates or any other evidences
of a direct ownership interest in the aforementioned obligations or in specified
portions thereof (which may consist of specified portions of the interest thereon).
(B) The definition of "Prerefunded Obligations" contained in Section 1.01
thereof is hereby amended to read as follows:
"Prerefunded Obligations" shall mean any bonds or other obligations of
any state of the United States of America or of any agency, instrumentality or
local governmental unit of any such state (1) which are (a) not callable or
prepayable prior to maturity or (b) as to which irrevocable instructions have been
given to the fiduciary for such bonds or other obligations by the obligor to give
due notice of redemption and to call such bonds for redemption on the date or
dates specified in such instructions, (2) which are fully secured as to principal,
3
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redemption premium, if any, and interest by a fund consisting only of cash or
Federal Securities, secured in the manner set forth in Section 9.01 hereof, which
fund may be applied only to the payment of such principal of, redemption
premium, if any, and interest on such bonds or other obligations on the maturity
date or dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as the case may be, (3) as to which the principal of and
interest on the Federal Securities deposited in such fund with any cash on deposit
in such fund, are sufficient, as verified by an independent certified public
accountant, to pay principal of, redemption premium, if any, and interest on the
bonds or other obligations on the maturity date or dates thereof or on the
redemption date or dates specified in such irrevocable instructions, and (4) which
are rated in the highest rating category of Standard & Poor's Corporation and of
Moody's Investors Service.
(C) The definition of "Reserve Fund" contained in Section 1.01 is hereby
deleted.
(D) The definition of "Reserve Fund Requirement" contained in Section 1.01
is hereby deleted.
(E) The following additional defined terms are hereby added to the Original
Instrument:
"Alternate Letter of Credit" shall mean any alternate letter of credit
provided for in the manner described in Section 8.07 hereof.
"Original Instrument" shall mean Resolution No. 91-886 adopted by the
City Commission on December 5, 1991, the title of which is quoted in the title
of this resolution.
"Rating Agencies" shall mean Standard and Poor's Corporation and
Moody's Investors Service.
SECTION 4. SERIES 1991 BONDS TO BE ENTITLED SERIES 1992
BONDS. Pursuant to the terms of Section 2.01 of the Original Instrument, the Issuer hereby
changes the designation of the Series 1991 Bonds to the Series 1992 Bonds, given that the Bonds
were not issued in calendar year 1991. Furthermore, the Bonds shall be dated as of January 1,
1992, and the interest payment dates for the Bonds shall be May 1 and November 1.
SECTION 5. AMENDMENT TO BOND FORM. Section 2.08 of the
Original Instrument is hereby amended to provide that the fifth (5th) full paragraph of the
provisions on the reverse side of the form of the Bond shall be stricken, and the redemption
provisions set forth in Article III of the Original Instrument, as hereby amended, shall be
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deemed inserted in the form of the Series 1992 Bonds and shall be set forth in the Bonds
delivered and authenticated.
SECTION 6. SUPPLEMENT AND AMENDMENT TO SECTION 3.01
OF ORIGINAL INSTRUMENT.
(A) Section 3.01 of the Original Instrument is hereby amended by inserting the
denomination of "(a)" prior to the first full paragraph of such Section, and by adding the
following two paragraphs after the second full paragraph of Section 3.01:
"(b) The Bonds shall be subject to redemption in whole, but not in part,
in the event the Bank notifies the Paying Agent prior to the ninth (9th) day
following the day on which a draw has been made on the Letter of Credit for
payment of interest that the interest portion of the Letter of Credit will not be
reinstated.
Upon the occurrence of the above -described condition, all of the Bonds shall be
redeemed upon notice as provided below. Such redemption shall take place as soon as possible
after receipt of notice from the Bank but in any event within five (5) days of receipt of such
notice."
(B) Section 3.01(a) is hereby further amended as follows:
(1) By deleting the word "directing" in the next to the last line of the
first paragraph in Section 3.01(a) and replacing it with the word "requesting".
(2) By deleting the second sentence of the second paragraph thereof,
and inserting in lieu thereof the following sentence:
"Such redemption shall take place as soon as possible after
the occurrence of any such action or condition and in any event
within five (5) days following the receipt by the Paying Agent of
written notice from the Bank that such condition has occurred and
requesting a draw on the Letter of Credit."
SECTION 7. AMENDMENT TO THE ORIGINAL INSTRUMENT,
INCLUDING SECTIONS 4.02 AND 4.03, REGARDING DELETION OF THE RESERVE
FUND. Sections 4.02 and 4.03 of the Original Instrument are hereby amended in order to
delete and remove the establishment of the Reserve Fund provided for in the Original
Instrument. In particular, subsection (B) of Section 4.02 is hereby deleted. All of the other
references to the Reserve Fund and the Reserve Fund Requirement are also deemed null and
void, including, but not limited to, the references in Section 4.05 and 5.02 of the Original
Instrument.
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SECTION 8. ANMMMENT TO SECTION 8.05 OF THE ORIGINAL
INSTRUMENT. The following paragraph shall be inserted in lieu of paragraph (a) of Section
8.05 of the Original Instrument:
"(a) As 1_ong as the Letter of Credit shall be in full force and effect, the
Issuer and the Paying Agent agree that prior to 11:00 a.m., New York, New
York time on each Interest Date, the Paying Agent, without making any prior
claim on or providing any prior notice to the Issuer, shall make a demand on the
Bank in accordance with the terms of the Letter of Credit for drawing under the
Letter of Credit in an amount which will be sufficient to pay the principal of and
interest on the Bonds becoming due and payable on such Interest Date in
accordance with the provisions of this Resolution. The Paying Agent shall
additionally draw on the Letter of Credit in an amount which will be sufficient
to provide for the redemption of all of the Bonds, pursuant to Article III hereof,
in the event that (i) the Bank has delivered a notice to the Paying Agent of an
Event of Default under the Reimbursement Agreement and requesting the Paying
Agent to draw on the Letter of Credit, or (ii) the Bank has notified the Paying
Agent that the interest portion of the Letter of Credit will not be reinstated.
SECTION 9. AMENDMENTS TO SECTION 8.06 OF THE
ORIGINAL INSTRUMENT.
(A) The following paragraph shall be inserted in lieu of paragraph (d) of
Section 8.06 of the Original Instrument:
"(d) Notwithstanding any other provision of this Resolution, no removal,
resignation or termination of the Paying Agent shall take effect until (i) a
successor, acceptable to the Bank, shall be appointed and such successor must be
a commercial bank with trust powers or a trust company, and (ii) the Letter of
Credit shall have been delivered and transfered to the successor Paying Agent
simultaneous with transfer of the Paying Agent duties, in accordance with the
terms of the Letter of Credit."
(B) The following paragraph (e) shall be inserted as. the final subsection of
Section 8.06 of the Original Instrument:
"(e) The Paying Agent's duties shall be governed by the terms of this
Resolution and the Paying Agent shall act in accordance with such terms,
including but not limited to making the payments of principal and interest on the
Bonds when due, causing the redemption of Bonds as set forth in Article III, and
drawing on the Letter of Credit, all without first seeking either indemnification
or the Bank's consent."
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SECTION 10. ADDITION OF SECTION 8.07 TO THE ORIGINAL
INSTRUMENT. The following Section 8.07 is hereby added to the Original Instrument:
"Section 8.07. Alternate Letter of Credit. The Issuer (subject to the
terms of the Reimbursement Agreement) may provide for an Alternate Letter of
Credit to replace the then existing Letter of Credit, (i) immediately upon the
Bank's failure to pay under the Letter of Credit, or (ii) immediately upon a
reduction of the ratings for the Bonds as assigned by the Rating Agencies at the
time of the issuance of the Bonds. The delivery of an Alternate Letter of Credit
to the Registrar and Paying Agent shall be subject to the following requirements:
(A) Such Alternate Letter of Credit must be issued with a minimum
term equal to the final maturity of the Bonds by a banking institution, or other
suitable financial entity, and, unless such Alternate Letter of Credit is obtained
in conjunction with a new rating analysis, any such Alternate Letter of Credit
shall not cause the then current ratings issued by the Rating Agencies on the
Bonds to be downgraded or withdrawn (as evidenced pursuant to (D) below);
(B) The Alternate Letter of Credit shall provide that funds may be
drawn for the purposes, in the amounts and at the times provided for herein;
(C) The payment in full of all amounts owing to the Bank under the
then existing Reimbursement Agreement;
(D) Written notice shall have been obtained from the Rating Agencies
then rating the Bonds to the effect that such replacement will not, by itself,
reduce or cause the withdrawal of ratings of the Bonds then in effect (unless a
new rating is being obtained pursuant to (A) above);
(E) An opinion of Bond Counsel shall be furnished to the Issuer and
the Paying Agent stating that the delivery of the Alternate Letter of Credit is
authorized under this Resolution and complies with the terms hereof and does not
adversely affect the tax-exempt status of the Bonds; and
(F) Notice shall be provided to any Holder of Bonds in the same
manner as provided in Section 3.02 hereof at least ten (10) days prior to the
effective date of such Alternate Letter of Credit, specifying the name of the
provider of the Alternate Letter of Credit and the effective date thereof.
SECTION 11. AMENDMENTS AND SUPPLEMENTS TO ARTICLE
NINE OF THE ORIGINAL INSTRUMENT.
(A) Section 9.01 of the Original Instrument is hereby amended to (i) provide
that all references to Section 8.01 therein are hereby stricken and all such references shall
92--- 49
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instead be deemed to be to Section 9.01, and (ii) provide that the phrase "or Redemption Price,
if applicable" shall be hereby stricken in the first and third instances where such phrase appears
in the second full paragraph of Section 9.01.
(B) Section 9.15 is hereby added to the Original Instrument as follows:
"Section 9.15. Notices to Rating Agencies. The Issuer shall provide
written notice to Standard & Poor's, if then rating the Bonds, and to Moody's
Investors Service, if then rating the Bonds, of the following matters: (a) the
removal or resignation of the Paying Agent; (b) any Supplemental Resolution
adopted in accordance with Section 7.01 or 7.02 hereof; (c) any amendments or
supplements to the Letter of Credit or the Reimbursement Agreement; (d) any
termination, expiration, or substitution of the Letter of Credit, or (e) any
redemption or defeasance of the Bonds.
Such written notice shall be addressed to Moody's Investors Service at 99
Church Street, New York, New York, 10007, Attention: Public Finance
Department and Structure Finance Group, and to Standard & Poor's Corporation
at 25 Broadway, New York, New York, 10004, Attention: Municipal Finance
Department."
SECTION 12. ORIGINAL INSTRUNENT IN FULL FORCE AND
EFFECT. Except as hereby amended and supplemented, the Original Instrument shall remain
in full force and effect.
SECTION 13. REPEALING CLAUSE. All resolutions or parts thereof
in conflict herewith are hereby superseded and repealed to the extent of such conflict.
SECTION 14. EFFECTIVE DATE. This resolution shall take effect
immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 2 3 rd day of JanuM 1992.
BOARD OF CITY
THE CITY OF -IS
ATT
MA TY HIRAI, CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
412
A QU ONES II
ITY ATTORN
XAVIER L. SUAREZ, MAYOR
OF
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0 CITY OF MIAMI, FLORIDA 40 11
INTER -OFFICE MEMORANDUM
TO : Honorable Mayor and Members DATE JA14' 1 v 1992 FILE .
of the City Commission Agenda Item
SUBJECT
� r
Cesar H. Od' ,
FROM : REFERENCES:
City Manager
ENCLOSURES:
It is respectfully recommended that the attached resolution be
approved amending and supplementing Resolution No. 91-886 of the
City of Miami, Florida adopted on December 5, 1991, entitled: "A
Resolution of the City of Miami, Florida, providing for the
refunding of the outstanding portion of the City's Certificates
of Participation, Series 1986; authorizing the issuance by the
City of Miami, Florida of not to exceed $5,000,000 in aggregate
principal amount of Refunding Revenue Bonds, Series 1991 to
finance the cost of such refunding, fund a debt service reserve
fund, and pay the costs of issuance of such bonds; covenanting to
budget and appropriate payment of the principal and interest on
the bonds from the City's non -ad valorem revenues; covenanting to
maintain and collect specific amounts of non -ad valorem revenues;
authorizing a negotiated sale of the bonds and the execution of a
placement agent agreement with respect to the bonds; approving a
preliminary placement memorandum with respect thereto;
authorizing the execution and delivery of an escrow deposit
agreement and appointing an escrow holder; appointing a registrar
and paying agent for the bonds; making certain covenants and
agreements for the benefit of the holders of such bonds; and
providing an effective date;" for the purpose of effecting
certain amendments thereof to improve the marketability and the
rating of the bonds; and providing an effective date.
The City of Miami Commission approved resolution 91-886 of
December 5, 1991, providing for the refunding of the outstanding
portion of the City's Certificates of Participation, Series 1986.
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