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Home My WebLink AboutR-90-0912J-90-979 11/07/90 RESOLUTION NO. 9 0 r 912 A RESOLUTION AUTHORIZING THE APPOINTMENT OF THE LAW FIRM OF HOLLAND & KNIGHT, BOND COUNSEL, TO RENDER ADVICE AND A FORMAL WRITTEN BOND COUNSEL OPINION REGARDING THE PROPOSED DEVELOPMENT OF THE STATE PLAZA PROJECT ON DEPARTMENT OF OFF-STREET PARKING'S SURFACE PARKING LOT NO. 10 (HEREINAFTER "LOT NO. 10"), INCLUDING IN ITS CONSIDERATION WHETHER OR NOT THE DEPARTMENT OF OFF-STREET PARKING IS REQUIRED TO RECEIVE FAIR MARKET VALUE IN RETURN FOR THE PROPOSED TRANSFER OF LOT NO. 10 TO THE CITY; WITH THE COST OF SAID LEGAL SERVICES NOT TO EXCEED $2,500.00 BEING ALLOCATED FROM MONIES TO BE MADE AVAILABLE FROM DEPARTMENT OF OFF STREET PARKING REVENUES. WHEREAS, the City of Miami requested the Department of Off - Street Parking to consider transfer of the Department of Off - Street Parking's surface parking lot No. 10 ("Lot No. 10") for an amount less than fair market value to the City of Miami in connection with the proposed development of the State Plaza Project by New Washington Heights Community Development Conference, Inc.; and WHEREAS, the Department of Off -Street Parking has requested its Finance Committee to study such request, subject to advice of bond counsel; and WHEREAS, the Department of Off -Street Parking has requested City Commission approval of appointment of bond counsel to review this proposal as hereinafter set forth: NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The appointment of the Law Firm of Holland & Knight, Bond Counsel, to render advice and a formal written bond counsel opinion regarding the proposed development of the State Plaza project on Department of Off -Street Parking's surface parking lot No. 10 (hereinafter "Lot No. 10"), including in its consideration whether or not the Department of Off -Street Parking is required to receive fair market value in return for the proposed transfer of Lot No. 10 to the City of Miami, with the CITY COMMSSIObi MEETING OF NOV 8 W 90- 912 RES0=08 fie, a cost of said legal services not to exceed $2,500.00 being allocated from monies to be made available from the Department of Off -Street Parking Revenues is hereby authorized. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 8th A4ATTE ..: MA HIRAI, CITY CLERK PREPARED AND APPROVED BY: G. MIRIAM MAER CHIEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: -A _)e, " JO GE L. FE ANDEZ CITY ATTORN GMM:ra:M1872 day of tovembe 1990. XAVIER L. S AREZ, MA OR -2- 90- 912 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO Honorable �McaCy�or and Members of the Ci? RVssion FROM : Jor§e L. Fe nandez City Attorn y DATE : December 18, 1990 FJLfA�_90-905 SUBJECT : Bond Counsel Opinion for Sale of Lot No. 10 to the City (NWHCDC Proposed REFERENCES: Development) ENCLOSURES: Attached hereto please find a copy of bond counsel opinion rendered by the Law Firm of Holland & Knight, per your instructions as set forth in Resolution No. 90-912. I believe the opinion is self explanatory; however, if there is any issue not fully addressed, please bring this to our attention so we may act immediately thereon. GMM:ra:P695 Enclosures cc: John J. Mulvena, Executive Director Department of Off -Street Parking Cesar H. Odio, City Manager Matty Hirai, City Clerk o f'�' 1 71 N 40L"TANATEC AvCNUt WEST P O Box 241 3RADENTO4, FLORIDA 34206 '8131 747.55SO FAX 1813• 748.6945 000 INDEPENDENT SOUARE 0. O. Box 52687 ACKSONVILLE.FLOPIDA 22201 190Ai 353.2000 FAX 19041 358.1872 92 LANE WIAC (]RIvC RO.Box 32092 L ARE LAND. FLORIDA 33602 '813, 683,n61 FAX 18131 SSO 1186 LAW OFFICES 1I0LLAND & hNIGHT 1200 BRICACLL AvtNuE P 0 BOX 015A41 MIAMI, FLORIDA 33101 1305, 374.8500 FAX 1305, 374 1164 400 NORTH ASHLC• CABLE ADDRESS P 0. Box t2e8 NdK Mu PLEASE REPLY TO. TAMPA.FLoRIDA 336oI TELEX 52.2233 MIAMI IB131 227.8500 FAX 18131 229.0134 Mr. Jorge L. Fernandez Office of the City Attorney City of Miami, Florida 1100 AmeriFirst Building One Southeast Third Avenue Miami, Florida 33131 ONE EAST BROWARO BLVO P O BOX 14070 FORT LAUDEROALC.FLORIDA 33302 3051 525.1000 FAX t3051 463.2030 BOO NORTH MAONOLIA AVENUE BARNETT BANN BLDO, P.O. Box 1526 P. O. bRAWtn 810 ORLANDO. FLORIDA 32602 TALLANASSCC.FLORIDA 32302 14071 425.8500 1904, 224.7000 FAX 14071 423.3397 FAX 19041 224•8832 BBB SCVCNTCCNTH STREET,N,W ..SAUTE 900 Lakeland WASN:NiiTaN.o•C.20006 •--• 12021 955.5550 November 21, 1990_--FAx:QQ21 9¢'S•5564 Re: Department of Off Street Parking Transfer of Parking System Property Dear Jorge: �7 i 1 l - SPe '-or : r� Your letter dated November 15, 1990, requested that we determine whether the Department of Off Street Parking (the "Department") of The City of Miami, Florida (the "City") must, under the terms of various financing documents, receive fair market value from the City in return for the transfer to the City of a parcel (the "Parcel") of real property owned by the Department. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Senior Ordinance (as defined below). We have reviewed the pertinent provisions of Ordinance No. 10115 enacted by the City on June 26, 1986 (the "Senior Ordinance") authorizing the issuance of the $16,275,000 The City of Miami, Florida Parking System Revenue Bonds, Series 1986, Ordinance No. 10186 enacted by the City on December 11, 1986 authorizing the issuance of the $2,000,000 The City of Miami, Florida Subordinated Parking System Revenue Bonds, Series 1986, Ordinance No. 010722 enacted by the City on April 12, 1990 authorizing the issuance of the $3,500,000 The City of Miami, Florida Subordinated Parking System Refunding Revenue Bonds, Series 1990 (the "Subordinated Ordinances") and Ordinance Nos. 89-461 and 10632 authorizing the execution of a Participation Agreement between the City and The First Municipal Loan Council (the "Council") and a copy of an August 25, 1989 draft of a Participation Agreement (the "Participation Agreement") between the City and the Council, which draft we have assumed to be in the form of the document actually executed. Based on the following analysis, we have concluded that, under the terms K v Mr. Jorge L. Fernandez November 21, 1990 Page 2 of the foregoing documents and ordinances, the Department is not required to receive fair market value from the City in return for .a transfer of the Parcel to the City if it provides ce't-tain certifications to the Trustee appointed under the Senior Ordinance. Under the senior Ordinance, the definition of Parking System includes, in part, all real property and parking garages presently owned and operated by the Department and any parking garages added to the Parking System. Assuming that the Parcel is part of the Parking System and is no longer necessary for the System, the transfer of the Parcel is governed specifically by paragraph (c) of Section 713 of the Senior Ordinance. Paragraph (c) provides that the Department may sell or otherwise dispose of any part of the Parking System that the Department determines has become inadequate, unsuitable or unnecessary if: (1) prior to such removal or demolition the Department gives written notice thereof to the Trustee, which notice shall describe the real property or structures to be demolished or removed, the reason for such demolition or removal, and the estimated fair market value thereof; and (2) (A) the Department shall construct, acquire, replace or substitute real property or structures having a fair market value at least equal to that of the property demolished or removed, or (B) any such real property and structure now or hereafter existing as part of the Parking System may be demolished or removed by the Department from time to time and the Department shall not be required to construct or acquire any real property or structures in substitution or in replacement thereof if there shall be filed with the Trustee prior to such demolition or removal, a certificate, signed by the Director and approved by the Parking Consultant, stating (i) that no Default has occurred and is continuing under this Ordinance, or, if any Default then exists, that the same will be cured by action taken pursuant to this Section 713, and (ii) that the Net Revenues for the Fiscal Year next succeeding that in which such demolition or removal occurs will• be sufficient to enable the Department to meet its obligations under Section 704(a) hereof. -- -------- 1� 0 0 Mr. Jorge L. Fernandez November 21, 1990 Page 3 Pursuant to subparagraph (1) above, the Department must give written notice of the transfer of the Parcel to the Trustee, which notice must include the estimated fair market value of the Parcel. There is no requirement, however, that the Department actually receive fair market value in exchange for the Parcel. Pursuant to subparagraph (2)(A), the Department must replace the Parcel with real property or structures having a fair market value at least equal to that of the Parcel. However, if the Department can deliver the certificate described in subparagraph (2)(B), the Department will not be required to replace the Parcel or substitute for the Parcel property having a fair market value at least equal to that of the Parcel. The provisions of Section 713 of the Senior Ordinance are incorporated by reference into the Subordinated Ordinances, but no other more restrictive provisions dealing with the conveyance of properties are included in the Subordinated Ordinances. The Participation Agreement does not contain any provisions restricting transfer of property by the Department. You should note that, pursuant to the last paragraph of Section 713 of the Senior Ordinance, the Department must deposit all proceeds received from the sale of the Parcel to the credit of either (i) any account in the Construction Fund to the extent amounts on deposit therein are insufficient to pay the Costs of any Additional System Facilities or (ii) the General Reserve Account to the extent the amount on deposit therein is less than the amount to be deposited therein pursuant to the Capital Funds Budget. All proceeds remaining after such deposits must be deposited to the Redemption Account and used to redeem bonds issued under the Senior Ordinance. If you would like to discuss this further, please contact me. Sincerely yours, HOLLAND & KNIGHT Edward W. Vogel III EWV/lch 27387002 3111990:163 cc: Mr. Robert J. Friedman Ms. G. Miriam Maer