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HomeMy WebLinkAboutR-88-0421J-88-418 5/11/88 RESOLUTION NO. 9S-421 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA APPROVING THE FORM OF AN AUTHORIZING THE EXECUTION OF CERTAIN AMENDMENTS TO THE LOAN AGREEMENT AND THE SUPPLEMENTAL LOAN AGREEMENT BETWEEN THE CITY OF MIAMI AND THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION; PROVIDING CERTAIN OTHER PROCEDURAL MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the 'Governmental Unit") a Florida municipal corporation, is duly created and existing pursuant to the Constitution and laws of the State of Florida (the •State"); and WHEREAS, on September 30, 1987, the Governmental Unit exe- cuted that certain Loan Agreement dated as of September 1, 1987 (the "Loan Agreement") between the Governmental Unit and the Sunshine State Governmental Financing Commission (the 'Commis- sion") for the purpose of borrowing proceeds from t.hP._$30,0.000.00.0 Sunshine State Governmental Financing Commission Revenue Bonds, Series 1986 (the "Bonds"); and WHEREAS, on January 27, 1988, the Governmental Unit executed that certain Supplemental Loan Agreement dated as of January 1, 1988 (the "Supplemental Loan Agreement"), between the Governmental Unit and the Commission for the purpose of borrowing additional proceeds from the Bonds; and WHEREAS, it is necessary and desirable to amend such Loan Agreement and such Supplemental Loan Agreement to amend and correct certain omissions and ambiguities NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI. FLORIDA: Section 1. The amendments to the Loan Agreement as sec forth iri the First Supplement to Loan Agreement attached hereto as Exhibit "A" (the"First Supplement to Loan Agreement") are hereby approved. AT T CITY COMMISSION MEETING OF MAY 12 1988 RESOLUTION No. 8-421 REMARKS: Section 2. The amendments to the Supplemental Loan Agreement as set forth in the First Supplement to Supplemental Loan Agreement attached hereto as Exhibit "S" (the "First Supplement to Supplemental Loan Agreement") are hereby approved. Section 3. The Mayor and City Clerk are hereby authorized to execute the First Supplement to Loan Agreement and the First Supplement to Supplemental Loan Agreement between Governmental Unit and the Commission with such changes, insertions, additions and deletions as may be approved by such officers, with execution being conclusive evidence of any such approval. Section 4. This resolution shall take effect immediately. PASSED AND ADOPTED thi s 12th day of May 1988. XAVIER L. SUAREZ M A Y O R ATTES . MATTY HIRAI, CITY CLERK PREPARED AND APPROVED BY: RO �TF* CLARK CHIEF'DEPUTY CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: 2e-"a�Ayr LUCIA A. DOUGHERTY CITY ATTORNEY f38-421 - 2 - ';i1 i it 101 LOAN AGREEMENT This First Supplement to the Loan Agreement (the "First Supplement to Loan Agreement") dated as of , 198 , 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, FLORIDA, a municipal corporation organized under the laws of the State of Florida (the "Governmental Unit"). W I T N E S S E T H: WHEREAS, the Commission is a public body corporate and poli- tic duly created, organized and existing under and by virtue of the Interlocal Agreement, such interlocal Agreement constituting an interlocal agreement initially between the City of Tallahassee and the City of Orlando in accordance with Chapter 163, Part I, Florida Statutes, as amended (the "interlocal Act"); and WHEREAS, the Governmental Unit is authorized under and pursu- ant to the Act, as amended, and Section 9.04 of the Loan Agreement to enter into this First Supplement to Loan Agreement for the purposes set forth herein; and WHEREAS, modifications to the Loan Agreement, dated as of September 1, 1987 (the "Loan Agreement") hereinafter set forth have been determined by the Commission and the Governmental Unit to be necessary to make certain defined terms consistent with Loan Agreements among Borrowers and the Indenture; and WHEREAS, all capitalized, undefined terms used herein shall have the meaning set forth in the Loan Agreement; and WHEREAS, it is determined to be in the best interest of the Commission and the Governmental Unit to make certain amendments to the Loan Agreement as set forth above and the execution and delivery of this First Supplement to Loan Agreement have been in all respects consented to by the Trustee and the Bank. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: 98-421 ARTICLE f The following definitions set forth in Article I of the Loan Agreement are amended to read as followst "Credit Facility" means the Letter of Credit, which took effect on November 18, 1986, issued by The Sumitomo Bank, Limited, New York Branch, The Fuji Bank, Limited, New York Branch and The Mitsubishi Trust and Banking Corporation, New York Branch and shall also include any Alternate Credit Facility. "Nonasset Bonds" means an amount equal, as of the calculation date, to (a) the Outstanding principal amount of the Bonds minus (b) the sum of (i) the out- standing principal amount of the Loans, (ii) the amount in the Loan Fund, Debt Service Reserve Fund, Debt Service Fund (other than amounts in the Interest Account not available to be used to pay the principal of the Bonds and amounts to be used to pay redemption premium), the Excess Earnings Fund and the Cost of Issuance Fund which will be transferred to the Loan Fund pursuant to Section 4.06 of the Indenture, (iii) the amounts to be earned under any Investment Agreement approved by the Bank, which will be available to be used to pay the principal of the Bonds upon receipt by the Trustee. For this purpose, a Loan shall not be deemed outstanding to the extent its principal has been prepaid and deposited in the Debt Service Fund or Loan Fund, as the case may be. K 88-421 ARTICLE It SECTION 1. Section 2.02(.1) of the Loan Agreement is amended to include the following paragraph: The Governmental Unit covenants that neither it not any related person, as defined in Section 103(b)(6)(C) of the Code, shall, pursuant to an arrangement, formal or informal, purchase obligations of the Commission in an amount related to the amount of the loan. ARTICLE III SECTION 1. BINDING EFFECT. This First Supplement to Loan Agreement shall inure to the benefit of and shall be binding upon the Commission and the Governmental Unit and their respective successors and assigns. SECTION 2. EXECUTION IN COUNTERPARTS. This First Supplement to Loan Agreement 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 3. APPLICABLE LAW. This First Supplement to Loan Agreement shall be governed by and construed in accordance with the laps of the State of Florida. SECTION 4. CAPTIONS. The captions or headings in this First Supplement to Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provi- sions or sections of this First Supplement to Loan Agreement. IN WITNESS WHEREOF, the Sunshine State Governmental Financing Commission has caused this First Supplement to Loan Agreement 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 First Supplement to Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first above written. SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION [SEAL] ATTEST: By By Secretary -Treasurer Chairman 3 88-421 EX9191T 09* LOAN AGREEMENT This First Supplement to Supplemental Loan Agreement (the "First Supplement to Supplemental Loan Agreement") dated as of , 198 , 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, FLORIDA# a municipal corporation organized under the laws of the State of Florida (the "Governmental Unit"). W I T N E S S E T H: WHEREAS, the Commission is a public body corporate and poli- tic duly created, organized and existing under and by virtue of the Interlocal Agreement, such Interlocal Agreement constituting an interlocal agreement initially between the City of Tallahassee and the City of Orlando in accordance with Chapter 163, Part I, Florida Statutes, as amended (the "Interlocal Act"); and WHEREAS, the Governmental Unit is authorized under and pursu- ant to the Act, as amended, and Section 9.04 of the Supple- mental Loan Agreement to enter into this First Supplement to Supplemental Loan Agreement for the purposes set forth herein; and WHEREAS, modifications to the Supplemental Loan Agreement, dated as of January 1, 1988 (the "Supplemental Loan Agreement") hereinafter set forth have been determined by the Commission and the Governmental Unit to be necessary to make certain defined terms consistent with Loan Agreements among Borrowers and the Indenture; and WHEREAS, all capitalized, undefined terms used herein shall have the meaning set forth in the Supplemental Loan Agreement; and WHEREAS, it is determined to be in the best interest of the Commission and the Governmental Unit to make certain amendments to the Supplemental Loan Agreement as set forth above and the execution and delivery of this First Supplement to Supplemental Loan Agreement have been in all respects consented to by the Trustee and the Bank. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: 98-4211 „-A ” ARTICLE I The following definition set forth in Article I of the Supplemental Loan Agreetient is amended to read as follows: "Nonasset Bonds" means an amount equal, as of the calculation date, to (a) the Outstanding principal amount of the Bonds minus (b) the sum of (i) the out- standing principal amount of the Loans, (ii) the amount in the Loan Fund, Debt Service Reserve Fund, Debt Service Fund (other than amounts in the Interest Account not available to be used to pay the principal of the Bonds and amounts to be used to pay redemption premium), the Excess F.arninas Fund and the Cost of Issuance Fund which will be transferred to the Loan Fund pursuant to Section 4.06 of the Indenture, (iii) the amounts to be earned under any Investment Agreement approved by the Bank, which will be available to be used to pay the principal of the Bonds upon receipt by the Trustee. For this purpose, a Loan shall not be deemed outstanding to the extent its principal has been prepaid and deposited in the Debt Service Fund or Loan Fund, as the case may be. ­-N C. ARTICLE II SECTION 1. Section 2.02(1) of the Supplemental Loan Agreement is amended to include the following paragraph: The Governmental Unit covenants that neither it nor any related person, as defined in Section 103(b)(6)(C) of the Code, shall, pursuant to an arrangement, formal or informal, purchase obligations of the Commission in an amount related to the amount of the loan. ARTICLE III SECTION 1. BINDING EFFECT. This First Supplement to Supplemental Loan Agreement shall inure to the benefit of and shall be binding upon the Commission and the Governmental Unit and their respective successors and assigns. SECTION 2. EXECUTION IN COUNTERPARTS. This First Supplement to Supplemental Loan Agreement may be simultaneously executes] in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 3. APPLICABLE LAW. This First Supplement to Supplemental Loan Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 4. CAPTIONS. The captions or headings in this First Supplement to Supplemental Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this First Supplement to Supplemental Loan Agreement. IN WITNESS WHEREOF, the Sunshine State Governmental Financing Commission has caused this First Supplement to Supplemental Loan Agreement 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 First Supplement to Supple- mental Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attached by its duly authorized officers. All of the above occurred as of the date first above written. SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION (SEAL) ATTEST: By By Secretary -Treasurer Chairman :"A �, ■ .•.N C^ l li CITY OF MIAMI. FLORIDA INTItR-OFFICE MIEMORANCIUM To Honorable Mayor and Members BATE: FILE: of the City Commission MAY 41988 SUBJECT Amendments to Sunshine State Loan Agreement FROM: Cesar H. Odio REFERENCES: Agenda Item f o r Meeting of May 12, 1987 C i ty Manager ENCLOSURES RECOMMENDATION: It is respectfully recommended that the attached Resolution, authorizing the execution of certain amendments to the Loan Agreement and the Supplemental Loan Agreement between the City and the Sunshine State Governmental Financing Commission be approved. BACKGROUND: The attached Resolution is submitted by the Department of Finance for approval of amendments to the Loan Agreement dated September 1, 1987 between the City of Miami and the Sunshine State Governmental I'i nand ng Cor,•,ra i ssi ar for the purpose of borrowing certain proceeds for the reconstruction of Dinner Key Marina, and the Bayfront and Neighborhood Parks Reconstruction Programs; and for the. approval of amendments to that Supplemental Loan Agreement dated as of January 1, 1988, to amend and correct certain omissions and ambiguities to the Loan Agreement and First Supplement to the Loan Agreement (Exhibit A); and for approval of amendments to the Supplemental Loan Agreement as set forth in the First Supplement to the Supplemental Loan Agreement, (Exhibit B), attached hereto. cc: Law Department