HomeMy WebLinkAboutR-91-0644RESOLUTION NO, 91 w 644
A RESOLUTION, WITH ATTACHMENT(S), OF THE CITY
COMMISSION OF THE CITY OF MIAMI, FLORIDA,
AUTHORIZING THE SUBSTITUTION OF A RESERVE
ACCOUNT SURETY BOND FOR CASH ON DEPOSIT IN
THE DEBT SERVICE RESERVE ACCOUNT SECURING THE
CITY'S OUTSTANDING GUARANTEED ENTITLEMENT
REVENUE BONDS, SERIES 1989, AND DIRECTING THE
DEPOSITORY OF THE DEBT SERVICE RESERVE
ACCOUNT TO ACCEPT SUCH SURETY BOND; APPROVING
THE FORM, EXECUTION AND DELIVERY OF A
FINANCIAL GUARANTY AGREEMENT; DIRECTING THE
APPLICATION OF THE CASK RELEASED AS A RESULT
OF SUCH SUBSTITUTION; AUTHORIZING FURTHER
OFFICIAL ACTIONS TO EFFECT SUCH SUBSTITUTION;
AUTHORIZING THE APPOINTMENT AND PAYMENT OF
SPECIAL COUNSEL TO THE CITY; PROVIDING
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, The City of Miami, Florida (the "City"), pursuant
to the Constitution and other laws of the State of Florida,
including Chapter 166, Florida Statutes, the Charter of the City
(Chapter 10847, Special Laws of Florida, 1925, as amended), and
Resolution No. 89-443, adopted May 11, 1989, as amended and
supplemented by Resolution No. 89-549, adopted June 7, 1989,
collectively, the "Bond Resolution"), has heretofore issued its
Guaranteed Entitlement Revenue Bonds, Series 1989, in the
aggregate original principal amount of $6,500,000 (the: "Series
1989 Bonds") accompanied by an approving legal opinion from
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., as
bond counsel to the City; and
WHEREAS, pursuant to Section 304(D)(3) of the Bond
Resolution, the City intends to deposit to the credit of the Debt
Service Reserve Account (the "Reserve Account") established under
the Bond Resolution a reserve account surety bond meeting the
requirements of said Section 304(D)(3) in an amount equal to the
debt service reserve requirement for the Series -1989; Bonds in
substitution for the cash on deposit therein, which cash will i�a
.ATTACHMENTS
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This Resolution shall
section Reso:» ion
become effective immediately upon its
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PASSED AND ADOPTED this 11t
1991.
day of u;
XAVIER 01
SUARE , MAYOR
ATT
MAT HIRAI
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CITY CLERK
PREPARED AND.. APPROVE D BY:
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CITY A EY
CHIEF ASSISTANT
APPROVED AS TO FORM AND CORRECTNESS:
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Y rCi GVAPAM A428MUT made as of 3une 1991 (the
"Agreement") by and between, THE CITY OF MIAMI, FLOAZDA (the
"Issuer") and MUNICIPAL BOND IMSTOkS ASSDRANC'E OOP.PORATION (the
"Insurer"), organized under the laws of the state of New yOtk.
WHEREAS, the Issuer has or will issue the Obligations; and
WHEREAS, pursuant to the terms of the Document the Issuer
agrees to make certain payments on the Obligations; and
WHEREAS, the Insurer will issue its Surety Sonde
substantially in the form set forth in Annex A to this Agreement,
guaranteeing certain payments by the Issuer subject to the terms
and limitations of the Surety Bond; and
WHEREAS, to induce the Insurer to issue the Surety Bond, the
Issuer has agreed to pay the premium for the Surety Bond and to
reimburse the Insurer for all payments made by the Insurer under
the Surety Bond, all as more fully set forth in this Agreement;
WHEREAS, the Issuer understands that the Insurer expressly
requires the delivery of this Agreement as part of the-
considera-tion for the execution by the Insurer of the Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the -
agreements herein contained and of the execution of the Surety
Bond, the Issuer and the Insurer agreeasfollows':
ARTICLE I
DEFINITIONS; SURETY BOND
Section 101 Definitions. The terms which are capitalized
herein, including the 'recitals hereto, shall have the meanings
specified in Annex B hereto.
Section 1.02. Surety B`on_d.
(a) The Insurer will issue the Surety Bond on the'date of
this Agreement in accordance with and subject to the terms and con-
ditions ofthe Commitment.
(b) The maximum liability of the Insurer underthe Surety
Bond and the coverage and term thereof shall be subject to and
limited by the terms and conditions of the -Surety Bond.
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Section 1.03, ZUZ. In consideration of the Insurer
agreeing to issue the Surety Bond hereunder, the Issuer hereby
agrees to pay or cause to be paid the Premium set forth in Amex
B hereto. The premium on the Surety Bond is not refundable for any
reason.
Section 1.04. certain. other_Exgenses. The Issuer will pay
all reasonable fees and disbursements of the Insurer's special
counsel related to any modification of this Agreement or the Surety
bond.
ARTICLE II
RBIMSORSEM UT AND XNDEMM PXCATION
OBLIOATIOV8 Oh IBBVER AND $BCVRITY TnREFORB
Section 2.01. Reimbursement for Payments_ Under. _the. Surety
Bond and EX2enses;'- Indemnification.
(a) The Issuer will reimburse the Insurer, within the Reim-
bursement Period, without demand or notice by the Insurer to the
Issuer or any other person, to the extent of each Surety Bond pay-
ment. with interest on each Surety Bond payment from and including
the date made to the date of the reimbursement at the lesser of the
Reimbursement Rate or the maximum rate of interest permitted by
then applicable law.
(b) The Issuer also agrees to reimburse the Insurer immedi-
ately and unconditionally upon demand, to the extentpermitted'by
state law, for all reasonable expenses incurred by the Insurer in
connection with the Surety Bond and the enforcement by the Insurer
of the Issuer's obligations under this Agreement, the Document and
any other document executed in connection with the issuance of the
Obligations, together with interest on all such expenses from and
including the date incurred to the date of payment at the rate set
forth in 'subsection (a) of this Section 2.01.
(c) The Issuer agrees to indemnify the Insurer, to the
extent permitted by state law, against` any and all liability,
claims, loss, costs, damages, fees of attorneys and other expenses
which the Insurer may sustain or incur by reason of or in
consequence of (i) the failure of the Issuer t0 perform or'compl,
with the 'covenants or conditions of this Agreement or (ii) reliance
by the Insurer upon any representations made by the Issuer or
a default by the Issuer under the terms of the Document or any
other documents executed in connection with the issuance of the
obligations.
(d) The Issuer agrees that all amounts owing to the Insurer
pursuant to this Section 2.01 must be paid in full prior to any
optional redemption or refunding of the Obligations.
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(a) All payments
shall be paid in lawful
ately available funds at
Armonk,. Nov York 10504,
Departments, or at such
Insurer*
made to the Insurer under this Agreement
currency of the united states in immedi-
the.In6urer10 office at 113 sting Street,
Attentions 'Accounting and Surveillance
other place as shall be designated by the
Section 2.02. Allocation -of -Payments. The Insurer and the
Issuer hereby agree that each payment received by the Insurer from
or on behalf of the Issuer as a reimbursement to the Insurer as
required by Section 2.01 hereof shall be applied by the Insurer
first, toward repayment of the aggregate Surety Bond Payments made
by the Insurer and not yet repaid, payment of which will reinstate
all or a portion of the Surety Bond Coverage to the extent of such
repayment (but not to exceed the Surety Bond Limit); and second,
upon full reinstatement of the Surety Bond Coverage to the Surety
Bond Limit, toward other amounts, including, without limitation,
any interest payable with respect to any Surety Bond Payments then
due to the Insurer.
Section 2.03. Security. for_Pavments: Inst=ents of Further
gsgurance. To the extent, but only to the extent, that the Docu-
ment, or any related indenture, trust agreement, ordinance, reso-
lution, mortgage, security agreement or similar instrument, if any,
pledges to the Owners or any trustee therefor, or grants a securit3
interest or lien in or on any collateral, property, revenue of
other payments ("Collateral and Revenues") in order to secure the
Obligations 'or provide a source of payment for the Obligations, the
Issuer hereby grants to the Insurer a security interest in or lies
on, as the case may be, and pledges to the Insurer all such Collat-
eral and Revenues as security for payment of all amounts due here-
under and under the Document or any other document executed ii
connection with the issuance of the Obligations, which securitl
interest, lien and/or pledge created or granted under this Sectioi
2.03 shall be subordinate only to the interests of the Owners ant
any trustee therefor in such Collateral and Revenues. The Issuei
agrees that it will, from time to time, execute, acknowledge anc
deliver, or cause to be executed, acknowledged and delivered, an]
and all financing statements, if applicable, and all other further
instruments as may be required by law or as shall reasonably b4
requested by the Insurer for the perfection of the security inter.
est, if any, granted under this Section 2.03 and for the preserves
tion and protection of all rights of the Insurer under this Sectio
2.03.
Section 2.04. Unconditional obligation.
on.
hereunder are absolute and unconditional and will
formed strictly in accordance with this Agreement,
limitations of the Document, irrespective of:
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The Obligations
be paid or per -
subject to the
(a) any lack of validity or enforceability of, or any
amendment or other modification of, or waiver with respect to the
Obligations, the Document or any other document executed in
connection mith the issuance of the obligations; or
(b) any exchange, release or honperfection of any security
interest in property securing the Obligations or this Agreement or
any obligations hereunder; or
(c) any circumstances that might otherwise constitute a
defense available to, or discharge of, the issuer with respect to
the obligations, the Document or any other document executed in
connection with the issuance of the Obligations; or
(d) whether or not such Obligations are contingent or
matured, disputed or undisputed, liquidated or unliquidated.
Section 2.05. S brocation Richts. To the extent of payments
made and expenses incurred by the Insurer in connection with the
obligations and this Agreement, the Insurer shall be fully sub-
rogated to the rights of the Paying Agent and the Owners against
the Issuer, which rights shall be subordinate to the rights of the
Owners to receive regularly scheduled principal and interest on the
obligations.
Section 2.06. can-Goi na Tnjormation Obligations of Issuer.
(a) Records. Reiports and Audits. The Issuer shall provide
to the Insurer all records, reports and audits distributed to other
parties pursuant to Section 304(I) of the Document, at the same
time such records, reports and audits are distributed to such
parties. The Issuer will grant the Insurer reasonable access to
any project financed or refinanced by the Obligations and will make
available to the Insurer, at reasonable times and upon reasonable
notice, all books and records relative to any project financed or
refinanced by the Obligations. The Issuer shall keep or shall
direct the paying agent for the Obligations to keep adequate
records pertaining to amounts available to be drawn on the Surety
Bond and amounts paid and owed to the Insurer under this Agreement:
(b) Qomnliance Certificate. On an annual basis the Issuer
will provide to the Insurer a certificate confirming compliance y
with all covenants and obligations hereunder.
ARTICLE III
AMENDMENTS TO DOCUMENT
So long as this Agreement is in effect,
that it will not agree to amend the Document,
written -consent of the Insurer.
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Section 4.01. Events of Default. The following eventsshall
constitute Events of Default hereunder:
(a) The Issuer shall fail to pay to the Insurer' any aMOUht
payable under Sections 1404 or 2.01 hereof and such failure shall.
have continued for a period in excess of the Reimbursement Period;
or
(b) Any material representation :�r warranty made by the
Issuer under the Document or hereunder or any statement in the
application for the surety Bond or any report, certificate, finan-
cial statement, document or other instrument provided in connec-
tion' with the Commitment, the Surety Bond, the obligations, or
herewith shall have been materially false at the time when made;
or
(c) Except as otherwise provided in this Section 4.010 the
Issuer shall fail to perform any of its other obligations under the
Document, any other document executed in connection with the 'isttu-
ance of the Obligations, or hereunder, provided that such failure
continues. for more than 30 days after receipt by the Issuer of
written notice of such failure to perform or
(d) The Issuer shall (i) voluntarily commence any
proceeding or file any petition seeking relief under the United
States Bankruptcy 'Code or any other Federal,, state or foreign
bankruptcy, insolvency or similar law, - (ii):consent to'- the
institution of, or fail to controvert in a timely and appropriate
manner, any such proceeding or the filing of any such petition',
(iii) apply for or consent to the appointment of a receiver`,
trustee, custodian, sequestrator or similar official for such party
or for a substantial part of its property, (iv) file an answer
admitting the material allegations of a petition filed ,against it
in any such proceeding, (v) make a general assignment for the
benefit of creditors, (vi) become unable, admit in writing its
inability or fail generally to pay its debts as they become due or.
(vii) take action for the purpose of effecting any of the
foregoing; or
(e) An involuntary proceeding' shall be commenced `or an
involuntary petition shall be filed in a court of competent.juris-
diction seeking (i) relief in respect of the Issuer, or of a sub-
stantial part of its property, under the United States' Bankruptcy
Code or any other Federal, state or foreign -bankruptcy,` insolvency r
or similar law or (ii) the appointment of a receiver" trustee';:.Ccus-
todian; sequestrator or similar official,for the Issuer or 'for''a
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substantial part of its propertyt.and suc
shall, continue undismissed for 60 days
approving or ordering any of the foregoing
and in effect for 30 days.
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proceeding or petition
or an order or decree
shall continue unstayed
section 4,02, ►tidies. If an Event of Default shall occur
and be continuing, then the Insurer may take whatever action at law
or in equity may appear necessary or desirable to collect the
amounts due and thereafter to become due under this Agreement or
to enforce performance of any obligation of the Issuer to the
Insurer under the Document or any related instrument, and any
obligation, agreement or covenant of the Issuer under this Agree-
ment; provided, however, that the Insurer may not take any action
to direct or require acceleration or other early redemption.of the
Obligations or adversely affect the rights of the owners. All
rights and remedies of the Insurer under this Section 4.02 are
cumulative and the exercise of any one remedy does not preclude the
exercise of one or more of the other available remedies.
ARTICLE V
BETTLEXENT
The Insurer shall have the exclusive right to decide and
determine whether any contest, suit or judgment made or brought
against the Insurer, the Issuer or any other party on the Surety
Bond shall or shall not be paid, compromised, resisted., defended,
tried or appealed, and the Insurer's decision thereon; if made in
good faith, shall be final and binding upon the Insurer, the Issuer
and any other party on the Surety Bond. An itemized statement of
payments made by the Insurer, certified by an officer of the
Insurer, or the voucher or vouchers for such payments, shall be
prima facie evidence of the liability of the Issuer, and if the
Issuer fails to reimburse immediately the Insurer upon the receipt
of such statement of payments, interest shall be computed on such
amount from the date of any payment made by the Insurer at the rate
set forth in subsection (a) of Section 2.01 hereof.
ARTICLE M
XXBCELLMEOUS
Section 6.01. Interest Computations. All computations of
interest due hereunder shall be made on the basis of the actual
number of days elapsed over a year of 360 days.
Section 6.02. Exercise of Rights. No failure or delay on
the part of the Insurer to exercise any right, power or privilege
under this Agreement and no course of dealing between the Insurer
and the Issuer or any other party shall operate as a waiver`of anv
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such right, power or privilege, .nor shall any single or partial
exercise of any such right, power or privilege preclude any other
or further exercise thereof or the exercise of any ether aright,
power or privilege. The rights and remedies herein expressly pro-
vided are emulative and not exclusive of any rights or remedies
that the Insurer would otherwise have pursuant to law or equity.
no notice to or demand on any party in any came shall entitle such
party to any Esther or further notice or demand in similar or other
circumstances, or constitute a waiver of the right of the other
party to any other or further action in any circumstances without
notice or demand.
Section 6.03. Amendment and Waiver. Any provision of this
Agreement may be amended, waived, supplemented, discharged or
terminated only with the prior written consent of the Issuer and
the Insurer. The Issuer hereby agrees that upon the written
request of the Paying Agent, the Insurer may make or consent to
issue any substitute for the Surety Bond to cure any ambiguity or
formal defect or omission in the Surety Bond that does not materi-
ally change the terms of the Surety Bond nor adversely affect the
rights of the owners, and this Agreement shall apply to such sub-
stituted surety bond. The Insurer agrees to deliver to the Issuer
and to the company or companies, if any, rating the Obligations,
a copy of such substituted surety bond.
(a) This Agreement shall bind, and the benefits thereof
shall inure to, the Issuer and the Insurer and their respective
successors and assigns; provided, that the Issuer may not transfer
or assign any or all of its rights and obligations hereunder with-
out the prior written consent of the Insurer.
(b) The descriptive headings of the various provisions of
this Agreement are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any
of the provisions hereof.
Section 6.05. Other sureties. If the Insurer shall procure
any other surety to reinsure the Surety Bond, this Agreement shall
inure to the benefit of such other surety, its successors and
assigns, so as to give to it a direct right of action against the
Issuer to enforce this Agreement, and "the Insurer," wherever used
herein, shall be deemed to include such reinsuring surety, as its
respective interests may appear.
Section 6.06. Sicmature on Bond. The Issuer's liability
shall not be affected by its failure to sign the Surety Bond nor
by any claim that other indemnity or security was to have been
obtained nor by the release of any indemnity, nor the return -or
exchange of any collateral that may have been obtained
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Section 6.07. Waiver, The Issuer waives any defense that
this Agreement was executed subsequent to the date of the Surety
Bond, admitting and covenanting that such Surety bond was executed
pursuant to the Issuer r s request and in reliance on the Issuer $ o
promise to execute this Agreement.
station 6.08. x2ticel. nea'uests._nemands. Except as other-
wise expressly provided herein# all written notices, requests,,
demands or other communications to or upon the respective parties
hereto shall be deemed to have been given or made when actually
received, or in the case of telex or tsiecopier notice sent over
a telex or a telecopier machine owned or operated by a party
hereto, when sent, addressed as specified below or at such other
address as any of the parties may hereafter specify in writing to
the others:
If to the Issuer: Director of Finance
City of Miami
3006 Aviation Avenue, 3rd Floor
Miami, Florida 33313
If to the Paying Agent: First Union National Bank of Florida
100 N.E. Third Avenue
Fort Lauderdale, FL 33301-1155
Attention: Corporate Trust Department
If to the Insurer: Municipal Bond Investors Assurance
Corporation
113 King Street
Armonk, New York 10504
Attention: Surveillance Department
Section 6.09. Survival of Representations and Warranties.
All representations, warranties and obligations contained herein
shall survive the execution and delivery of this Agreement and the
Surety Bond.
Section 6.10. Governing Law. This Agreement and the rights
and obligations of the parties under this Agreement shall be gov-
erned by and construed and interpreted in accordance with the laws
of the State.
Section 6.11. Countercarts. This Agreement may be executed
in any number of copies and by the different parties hereto on the
same or separate counterparts, each of which shall be deemed to be
an original instrument. Complete counterparts of this Agreement
shall be provided to the Issuer and the Insurer.
Section 6.12. Severability. In the event any provision of.
this Agreement shall be held invalid or unenforceable by any court
of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
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Section 6. is Survival ___of_-.Obii�ation,�6 Notwithatand nel i.
anything to the contrary contained in this Agreement, the oblioam
tion of the issuer to pay all amounts duo hereunder and the rights
of the -Insurer to pursue all remedies shall survive the. expiration,
termination or substitution Of the Surety Bond and this Agreemefnt.
IN wjTxzqs W'HER Off', each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as
of the date first above written.
THE CITY OF MIAMI, FLORIDA
By•
Title: Mayor
MUNICIPAL BOND INVESTORS
ASSURANCE CORPORATION
Authorized Officer
Authorized Officer
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For all purposes of this Agreement and the Surety bond,
except as otherwise expressly provided heroin or unless the context
otherwise requires, all capitalized terms shall have the meanings
as not out below,, which shall be equally applicable to both the
singular and plural tome of such terms.
IsAgrassent" means this Financial Guaranty Agreement,
#'Closing Dater means June _, 1991.
loccalsitaentle means the commitment to issue Municipal Bond
Guaranty Insurance in the form attached hereto an Annex C.
91Debt.' Service laymentsil means those payments required to be
made by or on behalf of the Issuer which will be applied to payment
of principal of and interest on the Obligations.
"Demand for Paymentle means the certificate submitted to the
Insurer for payment under the Surety Bond substantially in the form
attached to the Surety Bond as Attachment 1.
I'Documentll means Resolution No. 89-443 adopted by the City
Commission of the City of Miami, Florida (the "Commission") on May
11,, 1989,, as amended and supplemented by Resolution* No. 89-549
adopted by the Commission on June 7. 1989 and by Resolution No. 91-
adopted by the Commission on June 13, 1991, as may be further
amended and supplemented thereafter.
"went of Default9l shall mean those events of default set
forth in Section 4.01 of.the Agreement.
'11Xnsurer11 has the same meaning as set forth in.the .�_.rfirst
paragraph of this Agreement.
"Issuer" means The City of Miami, Florida.
"Obligations" means the Issuer's Guaranteed Entitlement
Revenue Bonds, Series 1989 (together with any bonds issued on'a
parity therewithr excluding bonds issued for the purpose, of
refunding'the obligations).
$'Owners#$ means the registered owners of any Obligation as
indicated in the books maintained by the Paying Agent,, the Issu.er�
or any designee of the Issuer for such purpose.
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"Perm►# Agelit" means First union National Bank of Florida,
successor to Florida National Bang, or any successor thereto under
the Document,
NPremiumil means $ Payable to the Insurer on or
prior to the Closing Cate.
MoLuburseaent Period++ means, with respect to a particular
Surety Bond Payment, the period commencing on the date of such
Surety Bond Payment and ending on the earlier of the date of can -
collation of the Surety Bond due to nonpayment of Premium when due
or on the expiration of 12 months following such Surety Bond
Payment.
"Reimbursement Rats" means Citibank's prime rate plus three
(3) percent per annum, as of the date of such Surety Bond Payment,
said "prime rate" being the rate of interest announced from time
to time by Citibank, N.A., Now York, New York, as its prime rate.
The rate of interest shall be calculated on the basis of the actual
number of days elapsed over a 360-day year.
$$State" means the State of Now York.
►08urety Bond" means that surety bond, attached hereto as
Annex A and issued by the Insurer guaranteeing, subject to the
terms and limitations thereof, Debt Service Payments required to
be made by.the Issuer under the Document.
"surety Bond coveragell means the amount available at any
particular time to be paid under the terms of the Surety Bond,
which amount shall never exceed the Surety Bond Limit.
96suretY Bond Limiter means $
I'eurety Bond Payment$' means an amount equal to the Debt
! Service Payment required to be made by the Issuer pursuant to the
Document less (i) that portion of the Debt Service Payment paid by
_? or on behalf of the Issuer, and (ii) other funds legally available
for payment to the owners, all as certified in a Demand for
Payment.
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CITY OF MIAMI, PLM6A
INTMOPPICE MEMARANDIUM
Honorable Mayor and members
to :
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of the ity Commission GATE : ,MAY 1 ' PILE:
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9UEUECT : City Comission
Aganda Item
Cesar H. Odio
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FROM :
REFERENCES
City Manager
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ENCLOSURES:
RECOMMENDATION:
It is respectfully recommended that the attached resolution
S Y
authorizing the substitution of a Reserve Account Surety Bond for
cash on deposit in the Debt Service ,Reserve Account securing
the City's outstanding Guaranteed Entitlement Revenue Bonds,
Series 1989, and directing the depository of the Debt Service
Reserve Account to accept such surety bond; approving the form,
execution and delivery of a financial guaranteed agreement;
directing the application of the cash released as a result of
_
such substitution; authorizing further official actions to effect
such substitution; authorizing the appointment and payment of
special counsel to the City; providing severability; and
providing for an effective date, be approved.
BACKGROUND:
The City issued $6,500,000 Guaranteed Entitlement Revenue Bonds,
Series 1989 on June 15, 1989. The bonds were insured :by
Municipal Bond Investors Assurance Corporation (MBIA), making the
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bonds AAA rated.
The trust indenture for the bonds required a debt service reserve
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account- equivalent to the highest annual debt service which
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approximates $612,000.
At this time MBIA has agreed to. issue a reserve account surety,
bond`in-substitution for the cash on deposit in the debt service
reserve account, at a premium of 4% of the surety bond amount,,tq.
be paid from`the funds released by the placement of the surety
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bond. The released cash will be used to fund- debt service -
payment for these bonds, of which approximately $391,500 will be
paid this fiscal ,year, and $196,000 will be paid .next fiscal -
year. This. transaction will save the General Fund'$587,500 in
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debt service payments.
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