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HomeMy WebLinkAboutR-83-0690J-83-674 RESOLUTION NO. ` 13-6,kk ) C 1 A RESOLUTION PROVIDING FOR THE ISSUANCE OF AND FIXING AND DETERMINING THE DATE, PRINCIPAL AMOUNT, MATURITIES, INTEREST RATES AND REDEMPTION PROVISIONS OF PARKING SYSTEM REVENUE BONDS, SERIES 1983, OF THE CITY OF MIAMI, FLORIDA, AUTHORIZED IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $16,000,000 PURSUANT TO ORDINANCE NO. 9618, DULY ENACTED BY THE CITY COMMISSION OF THE CITY OF MIAMI ON MAY 31, 1983; PROVIDING FOR THE DETERMINATION OF AMORTIZATION REQUIREMENTS OF ANY TERM BONDS; DESIGNATING THE TRUSTEE, PAYING AGENT AND ESCROW AGENT FOR THE SERIES 1983 BONDS; AUTHORIZING OFFICERS OF THE CITY TO OBTAIN INSURANCE FOR THE SERIES 1983 BONDS; DETERMINING THE NEED FOR A NEGOTIATED SALE OF SAID BONDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A PURCHASE CONTRACT FOR SAID BONDS; AWARDING THE SERIES 1983 BONDS; APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE ESCROW AGREEMENTS, BETWEEN THE CITY AND ONE OR MORE ESCROW AGENTS; APPROVING AND RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO SAID BONDS; AUTHORIZING THE EXECUTION, DELIVERY AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF CLOSING DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (herein called the "City") has heretofore authorized the issuance of not exceeding $16,000,000 aggregate principal amount of its Parking System Revenue Bonds (herein called the "Bonds"), pursuant to Ordinance No. 9618 (herein called the "Bond Ordinance"), duly enacted by the City Commission of the City (nerein called the "Commission") on May 31, 1983; and WHEREAS, the Bond Ordinance provides that the Commission shall, by subsequent resolution or ordinance, determine the details of the Bonds and provide for the sale of the Bonds to the purchasers thereof. NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The Bonds shall be dated as of August 1, 1983, shall be in the denomination of $5,000 each, shall be CITY COMMISSION MEETING OF J U L 28 1983 83"6:3� f:tMORKS I designated "City of Miami Parking System Revenue Bonds, Series 1983", and shall be issued in an aggregate principal amount (not to exceed $16,000,000) approved by the Mayor or Vice -Mayor of the City executing the Bond Purchase Contract as hereinafter authorized (herein called the "City Official"). Section 2. (a) The Bonds shall bear interest from their date until their payment, payable semi-annually on the lst day of each February and August of each year, commencing February 1, 1984, at a rate or rates not less than 5.0% per annum nor more than 10.5% per annum (calculated on the basis of a 360-day year of twelve thirty -day months), but not resulting in a true interest cost exceeding 10.50%, taking into account both the purchase price of the Bonds and the interest rate thereon, each rate to be determined by the City Official, after receipt of recommendations by the Off -Street Parking Board (herein called "Parking Board"), and the Bonds shall be term bonds or serial bonds or a combination thereof, shall have such sinking fund requirements, if any, and shall be stated to mature in the amounts and on the dates, all as determined by the City Official, after the receipt of recommendations by the Parking Board, to be required in order to provide to the City substantially level debt service on the Bonds; provided, however, that no Bond shall be stated to mature earlier than one year or later than 30 years from its date. (b) The Bonds maturing on or after August 1, 1994 shall be subject to redemption at the option of the City, on or after August 1, 1993, as a whole at any time, or in part on any interest payment date, in the inverse order of their stated maturities and by lot within a stated maturity, at a price no greater than the following redemption prices, plus accrued interest thereon to the date fixed for redemption: August 1, 1993 to July 31, 1994 102 1/2% August 1, 1994 to July 31, 1997 102 -2- 83-690 0 ill August 1, 1997 to July 31, 1999 101 1/2 August 1, 1999 to July 31, 2001 101 August 1, 2001 to July 31, 2003 100 1/2 August .1, 2003 and thereafter 100 The redemption provisions set forth above may be modified to provide a lesser premium or shorter period of call protection than that set forth above as may be mutually acceptable to the Underwriters named in the Bond Purchase Contract and the City as determined by the City Official. Section 3. The Commission hereby authorizes the Parking Board to request on behalf of the City a commitment from the American Municipal Bond Assurance Corporation (herein called "AMBAC") , or from another company that issues municipal bond insurance policies, for the issuance of a municipal bond insurance policy or a similar policy guaranteeing the payment of the principal of and the interest on the Bonds and, if determined by the City Official executing the Bond Purchase Contract to be in the best interests of the City, the payment from the proceeds of the Bonds or other available moneys of the premium to AMBAC or to the other company for the issuance of such policy is hereby authorized. Section 4. The City Official is hereby authorized by the Commission to designate, after receipt of recommendations by the Parking Board and City Manager (a) a Trustee under the Bond Ordinance and a Paying Agent for the Bonds, and (b) the Escrow Agent for the Outstanding Bonds (as defined in the Bond Ordinance), from the following list: 1) Barnett Banks Trust Co., N.A. 2) Flagship National Bank of Miami 3) Florida National Bank 4) Southeast Bank, N.A. 5) Sun BanK of Miami The Commission hereby approves and ratifies the actions of the Parking Board in soliciting proposals from, and negotiating with, the aforementioned banking institutions. -3- B3-6SC Section 5. The City has determined that, given the uncertainties and unsettled condition of the municipal bond market at the present time and the need for maximum flexibility in structuring the interest rates, maturities, principal amounts, sinking fund requirements and redemption provisions of the Bonds so as best to provide a level debt service for the City, which flexibility would not be possible in competitive bidding, and that, given the need to structure the escrow deposit requirements for the outstanding bonds in such a way as will comply with all federal laws, it is in the best interest of the City to award the Bonds at negotiated sale in lieu of having a competitive sale of said Bonds. The Commission hereby approves and ratifies the actions of the Parking Board on behalf of the City in soliciting proposals from, and negotiating with, various underwriters and in obtaining the Bond Purchase Contract presented to the Commission by William R. Hough & Co. and Dean Witter Reynolds, Inc. and L.F. Rothschild, Unterberg, Towbin and First Equity Corporation of Florida, as underwriters (herein called the "Underwriters"). Said Bond Purchase Contract is hereby approved by this Commission. The Bond Purchase Contract between the City and the Underwriters setting forth the provisions of the Bonds and the terms and conditions upon which the Bonds will be issued (herein called the "Bond Purchase Contract") is hereby approved and accepted, and the execution and delivery of the Bond Purchase Contract in substantially the form attached hereto as Exhibit A are hereby authorized. The Bond Purchase Contract hereinabove authorized shall be executed by and on behalf of the City by the Mayor or Vice Mayor of the City, with the official seal of the City impressed or imprinted thereon and attested by the Clerk or any Deputy Clerk of the City in substantially the form presented to the Commission at the meeting of the Commission at which this resolution is adopted and is attached hereto as Exhibit A. Such Bond Purchase -4- 83-69C, Contract shall be subject to such changes, insertions, and omissions and such filling in of blanks therein as may be approved and made in such form of Bond Purchase Contract by the City Official executing the same pursuant to this Section following the receipt of recommendations thereon by the Parking Board. The execution and delivery of such Bond Purchase Contract for and on behalf of the City by the City Official shall constitute conclusive evidence of the approval of the City of any such changes, insertions, omissions or filling -in of blanks. Section 6. The Commission has been presented with a preliminary Official Statement prepared by financial advisors to the City together with various officers of the City, and has examined and considered such Official Statement. The City hereby approves the preliminary Official Statement in substantially the form attached hereto as Exhibit B and authorizes the subsequent distribution of a final Official Statement by the Underwriters in connection with the offering and sale of the Bonds and hereby authorizes and directs the Mayor or the Vice Mayor and the Director of the Department of Off -Street Parking and the Chairman of the Parking Board of the City to execute such Final Official Statement for and on behalf of the City in such form as aforesaid with such changes, insertions, omissions and such filling in of blanks therein as may be approved and made in such Official Statement by the City Official executing the same pursuant to this Resolution. The Commission hereby further authorizes the delivery of the final Official Statement to the Underwriters for their use in connection with the offering and sale of the Bonds. The City hereby awards the Bonds to the Underwriters in accordance with the provisions of the Bond Purchase Contract for a purchase price of not less than 97.0% of the principal amount thereof or greater than 99.0% of the principal amount thereof, such purchase price to be determined and approved by the City 10 Official executing said Bond Purchase Contract after the receipt of recommendations by the Parking Board. The Commission hereby confirms receipt of the disclosure statement from the Underwriters setting forth the information required by Section 218.385, Florida Statutes, as amended. Section 7. (a) The form of Escrow Agreement between the City and the Escrow Agent selected is hereby approved in substantially the form attached hereto as Exhibit C, and execution and delivery of same are hereby authorized. The Escrow Agreement hereinabove authorized to be executed shall be executed by and on behalf of the City by the Mayor or Vice Mayor of the City, with the official seal of the City impressed or imprinted thereon and attested by the Clerk or any Deputy Clerk of the City in substantially the form presented to the Commission at the meeting of the Commission at which this resolution is adopted and as attached hereto as Exhibit C, subject to such changes, insertions, and omissions and such filling in of blanks therein as may be approved and made in such form of Escrow Agreement by the City Official executing the same pursuant to this Section, following receipt of recommendations by the Parking Board. The execution and delivery of such Escrow Agreement for and on behalf of the City by the City Official shall be conclusive evidence of the approval of the City of any such changes, insertions, omissions or filling in of blanks. Section 8. The Bonds, upon their execution substantially in the form and manner set forth in the Bond Ordinance, shall be delivered to the Underwriters upon payment of the purchase price thereof, all as more fully provided in and subject to the terms and conditions of the Bond Purchase Contract. Section 9. The Mayor, Vice Mayor, Clerk and any Deputy Clerk, and the City Manager and any Assistant City Manager are hereby authorized to execute such instruments, -6- 83-680 4 certificates and documents as may be necessary and appropriate to carry out, and are hereby authorized and directed to do all acts and things required tnerein by the provisions of this Resolution, the Bonds, the Bond Ordinance, the Escrow Agreement, the Official Statement and the Bond Purchase Contract for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of this Resolution, the Bonds, the Bond Ordinance, the Escrow Agreement, and the Bond Purchase Contract. Section 10. The officers, employees and agents of the City are hereby authorized and directed to do all acts and things necessary to carry into effect provisions of this resolution. Section 11. This resolution shall take effect immediately upon its adoption. Passed and adopted this 28th day of July, 1983. Maurice A. Ferre MAURICE A. FERRE M A Y 0 R ATTEST: RA H G. ONGIE CITY CLERK Prepared and approved by: MIRIAM MAER Assistant -City Attorney APPROVED AS TO FORM AND CORRECTNESS: OSE R. GARCIA-PEDROSA CITY ATTORNEY -7- 83-690 4 2 l- 77 TO: Howard V. Gary City Manager FROM: Roger M. Carlt Director &hl Department of DATE: June 24, 1983 SUBJECT: Discussion of Negotiated Sale or Competitive Bid for Advanced Refunding Bonds On May 31, 1983 the City Carmission adopted, on second reading, an ordinance authorizing an advanced refunding of the Department's existing debt in an amount not to exceed $16 million. Since that time, the City Attorney's office has scheduled a Bond Validation hearing for June 30, 1983 at 9:00 a.m. before Judge James C. Henderson. The Department's financial advisor, Shearson American Express, Inc., in consultation with the City's financial advisor, James J. Lowery, has recommended that these bonds be sold by a negotiated sale. The concept of a negotiated sale is that a managing underwriter is selected after a Request for Proposals is advertised in the Daily Bond Buyer. A committee is established to select the underwriter in a process comparable to the State of Florida Competitive Consultant Negotiating Act. Once the Underwriter is selected the Financial Advisor (Shearson American Express) works with the Underwriter in the final preparation of the Official Statement. The Underwriter performs a market survey to determine the price (interest rate) for the bonds. Normally, the underwriter would make a final offer at a joint meeting of the City Commission and the Off -Street Parking Board. Negotiations may occur until the final offer is made at the joint meeting. At the point the City Commission and the Off -Street Parking Board accept the Underwriter's offer, the bonds are legally sold. Approximately three weeks after sale of bonds the monies are delivered to the escrow fund which is used to "defease" the existing bonds. Due to the summer recess and the delay requested during May by the City Manager to allow the City's financial advisor to review the work of the Department's financial advisor, Shearson American Express, it is necessary to request the City Commission to approve the sale of the bonds at a maximum interest rate not to exceed a certain amount and a maximum discount rate (to be paid to the underwriter for marketing the bonds). This authorization of a maximum interest rate and discount rate will allow the bonds to be sold during the summer at a price equal to or below the maximum authorized. An agreem,-at with the selected underwriter and specifically stating the maximum interest and discount rates will be scheduled for the July 28, 1983 Planning and Zoning City Commission meeting. Should the sale await the return of the Commission in September, economic factors could greatly increase the price of the bonds resulting in hundreds of thousands of dollars of additional expense over the life of the bonds due B3-690 Ll S3-6SC 4 4 2:.. __ .r--. TO: Manny Alvarez flil v`,` _7DATg:4: 25 July 7, 1983 Special Assistant to the City Manager` SUBJECT: Request for Agenda Item - FROM: Roger M. Ca o July 28, 1983 Director / Department � 0 f t 4L Attached is a resolution which we request be scheduled for the July 28, 1983 Planning and Zoning Commission Meeting. The resolution is structured to authorize the sale of $16 million in Advanced Refunding Parking System revenue bonds. It is of the utmost importance that this resolution be scheduled on the July 28, 1983 meeting in order to allow the bonds to be sold over the summer. The potential risk of the delay of sale until after the summer recess could be in excess of half a million dollars over the life of the bonds if interest rates accelerate substantially. The justification and details of this resolution are discussed in the attached memorandum. Thank you in advance for your assistance. Att. cc: Miriam Maer, Assistant City Attorney 83-690