HomeMy WebLinkAboutR-80-0504RESOLUTION 110. 8 0- 5 0 4
RESOLUTION AUTHORIZING THE ISSUANCE OF
$60,000,000 CONVENTION CENTER AND PARKING
GARAGE REVENUE BONDS TO PAY, WITH OTHER FUNDS
SUPPORTIVE CENTER -GARAGE; AUTHORIZINGAVAILALE THEREFOR, THEJTHEFEXECUTIONEAND011
THE
��
DOCUMENTS THEDELIVERY DESIGNATIONOF AROFTTHEDENTURETRUSTEE &UTHORIZTNG DEPOSITARY UNDER SUCH
FOLLOW" INDENTURE;TRUST AND
RATES,MAFIXING
TURITYDATESADOTHER PROVISIONS
OF SUCH BONDS.
BE IT RESOLVED by the Commission of The City of Miami,
Florida:
Section 1. The Commission finds and determines and hereby
declares:
(a) The City under the Constitution and other
laws of the State of Florida (herein called the "State"),'
including particularly the Municipal Home Rule Powers
Act (Chapter 166, Fla. St. Ann., as amended) and the
Charter of the City (Chapter 10847, Special Laws of
Florida, 1925, as amended), said Municipal Home Rule
Powers Act, said Charter and other applicable laws,
collectively, being herein called the "applicable
law", is authorized to complete the construction of
the Convention Center and to construct a parking garage and
a connecting walkway, including machinery, equipment,
fixtures, furniture, improved and unimproved land,
landscaping and other facilities appurtenant or inci-
dental thereto (collectively, herein called the
"Convention Center -Garage"), at the respective sites
In the City as shown in, and in conformity with, the
plans, drawings, specifications and other contract docu-
ments prepared therefor and approved by the City;
CITY COMMISSION '
MEETING OF
JUN3 0 1980
�, 8 0„,-, 5 C 4
r
UJ Cn
ci LL1
O
00 CD
Z
-2-
(b) the City is authorized under applicable law
to undertake, finance, construct and complete the
Convention Center -Garage and to issue its
revenue bonds in the principal amount
of Sixty Million Dollars ($60,000,000), such bonds (the
bonds initially issued) being payable, as provided in the
Trust Indenture hereinafter mentioned, from certain
revenues of the City, to the extent and as provided in
this resolution and the Trust Indenture, derived from
sources other than ad valorem taxes on real or tangible
personal property, and with no pledge of any ad valorem
tax revenues or the full faith and credit of the City;
(c) the Commission on September 13, 1979 adopted
Ordinance No. 8979 which, in part, authorized the issu-
ance, subject to the validation thereof, of Convention
Center and Parking Garage Revenue Bonds in an aggregate
principal amount of not exceeding Sixty Million Dollars
($60,000,000) for the purpose of paying with othe,^
funds available therefor the cost of the Convention
Center-Garage,and said bonds have been duly validated by
the judgment of the Dade County Circuit Court, which
was affirmed by the Supreme Court of Florida;
(d) the City has entered into an agreement, dated
as of the 1st day of April, 1977, with the University
of Miami, a nonprofit corporation organized and existing
under the laws of the Stater providing, inter alia, for
the City's leasing to said University certain space
80-504
e" /�
-3-
in the Convention Center, for the term stated therein,
to be used as a conference center by such University, and
the University has agreed to deposit $2,500,000, to
be held in trust, for payment, with the earnings thereon,
to the City as advance rent upon the completion of
the Convention Center -Garage and the satisfaction of
other conditions, as provided in such Agreement;
(e) the City has entered into a Lease and Agreement
for Development, dated as of September 13, 1979, which
has been amended by the First Supplement to the Lease
and Agreement for Development, dated as of July 1, 1980,
with Miami Center Associates, Ltd., a Florida limited
partnership, providing for the City's leasing to said
Miami Center Associates, Ltd. for the term stated therein,
of certain air space and other rights and the granting of
certain easements in, over and about the Convention Center
for the purposes of constructing and operating a first
class hotel; and said Miami Center Associates, Ltd. has
agreed, under such Agreement, to pay to the City a Base
Rent and Additional Rent in the amounts, in the manner
and at the times,as provided in such Agreement;
(f) the City has entered into a Lease Agreement,
dated July 1, 1980, with Dade Savings and Loan Association,
a State chartered savings and loan association,which
provides for the City's leasing to such Association, for
a term stated therein, of certain air rights and other
rights and granting certain easements in, over and
about the Parking Garage for the purpose of constructing
80-504
I I ,n
-4-
an office tower as a trade center, and said Association
has agreed to pay to the City certain rent, as provided
in such Lease Agreement; and
(g) the City is authorized, and it is necessary,
advisable and in the public interest, to borrow money
to pay, with other money available therefor, the cost
of the Convention Center -Garage and is authorized to
issue under the applicable law and the Trust Indenture
bonds as provided in this resolution.
Section 2. For the purpose of paying, with other funds
available therefor, the cost of the Convention Center -Garage,
the Commission hereby authorizes the initial issuance of revenue
bonds of the City, in conformity with and as more fully pro-
vided in the Trust Indenture, in the principal amount of
Sixty Million Dollars ($60,000,000), designated "Convention
Center and Parking Garage Revenue Bonds" (such bonds, including
any additional bonds that may be authorized to be issued under
Section 209 of the Trust Indenture and Section 3 of this
Resolution,being herein called the "bonds").
Section 3. If and to the extent necessary to provide
addi�lonul funds for completing the payment of the cost of
the Convention Center -Garage, as authorized under the Trust
Indenture, additional term bonds of the City, of the same
maturity date as the latest maturity date of the term bonds
initially issued under this Resolution and Section 208 of
the Trust Indenture, may be issued under and secured by
the Trust Indenture in an amount sufficient, as determined
pursuant to the Trust Indenture, for completing the payment
80-504
-5-
of the cost of the Convention Center -Garage, but not in any
event to exceed a total principal amount of Five Million
Dollars ($5,000,000). Prior to the issuance of any such
additional term bonds, the conditions in Section 209 of
the Trust Indenture respecting the issuance of such
additional bonds must be satisfied.
Section 4. The bonds shall be payable from the Sinking
Fund (created under the Trust Indenture) and shall be
secured, as provided in the Trust Indenture, by a first lien
on and pledge of all the Net Revenues of the Convention
Center -Garage and a lien on and pledge of the Pledged Telephone
and Telegraph Excise Tax Revenues (as such terms are defined
in the Trust Indenture) and by a pledge of all money held
for the credit of the Sinking Fund established and maintained
L1.10 under the Trust Indenture, including revenues of the City,
w
other than ad valorem real property or tangible personal
�y property tax revenues, which the City has covenanted to
provide in amounts sufficient to make up any deficiency in
the Sinking Fund, all as provided in the Trust Indenture.
i
_l
Section 5. The bonds initially issued under and
secured by the Trust Indenture shall be dated as of the 1st
day of July, 1980. The principal of and the interest on
all coupon bonds shall be payable at any office of the
.rustee in the City of at
Chemical Bank, in the City and State of New York, or at Pan
American Bank of Miami, in The City of Miami, Florida, at
the option of the bearer, as further provided in Section 10
hereof, and the principal of and interest on•the registered
bonds shall be paid by the Trustee as provided in said
Section 10.
s
80-504
Q40
The proceeds of said bonds, with other available
funds, are estimated to be sufficient to pay the cost of
the Convention Center -Garage.
The bonds initially issued shall bear interest at
such rate or rates,shall be stated to mature, subject
to the right of prior redemption as hereinafter and in
the Trust Indenture set forth, on the dates and in the
amounts as stated hereinbelow:
(a) Bonds in the aggregate principal amount of
Thirteen Million Nine Hundred Seventy Thousand Dollars
($13,970,000) shall be serial bonds, shall bear interest
at the rates, and shall be stated to mature on January 1
in the years and amounts, respectively, as follows:
Maturity
Maturity
Date
Principal
Interest
Date
Principal
Interest
January 1,
Amount
Rate
January 1,
Amount
Rate
1990
$ 100,000
6.50%
1996
$1,320,000
8.00%
1991
330,000
6.75
1997
1,425,000
8.10
1992
640,000
7.00
1998
1,540,000
8.20
1993
1,060,000
7.25
1999
1,665,000
8.30
1994
1,140,000
7.50
2000
1,805,000
8.35
1 13
1,225,000
7.75
2001
1,720,000
8.375
"SUPPORTIVE
DOCUMENTS
FOLLOW"
80-504
-7-
(b) Bonds in the aggregate principal amount of
Forty Six Million Thirty Thousand Dollars ($46,030,000)
shall be term bonds, shall bear interest at the rate of
8.75% per annum, and shall be stated to mature on
January 1, 2015.
Section 6. The definitive bonds are issuable as
coupon bonds in the denomination of $5,000 each and as
registered bonds without coupons in denominations of
$5,000 or any integral multiple thereof. The definitive
bonds initially issued, the interest coupons to be
attached to the coupon bonds, the certification of
authentication of the Trustee to be endorsed on the bonds
and the statement of validation, shall be, respectively,
substantially in the forms included in the preamble to
the Trust Indenture, with such appropriate variations, -
omissions and insertions as may be required or permitted
by the Trust Indenture. All such bonds may have endorsed
thereon :c', legends or text as may be necessary or
"ppropriate to conform to any applicable rules and regula-
tions of any governmental authority or of
sic'.
80-504
/"' n
'1:M
any securities exchange on which the bonds may be listed or
any usage or requirement of law with respect thereto and to
the requirements of the municipal bond insurance policy
respecting such bonds.
Section 7. Coupon bonds shall be numbered from
1 consecutively upward within each stated maturity, each
number being prefixed by the last two digits of the year of
such stated maturity. Registered bonds shall be numbered
from 1 consecutively upward, each number being prefixed by
the letter "R-". Each of the bonds may bear an identifying
so-called CUSIP number but any failure to include such
number or any error in any CUSIP number so included shall
not in any way affect the validity of the bonds.
Section 8. The bonds shall bear interest until
their payment, such interest being payable on the 1st day of
January and July of each year, first interest being payable
on January 1, 1981. Each coupon bond shall bear interest
from its date or, if authenticated after the first interest
payment date, from the interest payment date next preceding
the data on whi^h it is authenticated. Each registered
:ind s'i '.1 bear interest from the interest payment date
next preceding the date on which it is authenticated,
unless i. is authenticated upon an interest payment date, in
which case it shall bear interest from its date; provided,
however, that if at the time of authentication of any
registered bond interest is in default, such bond shall bear
interest from the date to which interest shall have been
paid.
80-504
QIM
Section 9. The bonds initially issued at the time
outstanding which are stated to mature on or after January
1, 1991, may be redeemed prior to their maturity either in
whole, on any date not earlier than January 1, 1990, at the
option of the City, from any money that may be made available
for such purpose, or in part, on any interest payment date
not earlier than January 1, 1990, from money in the Sinking
Fund, at the principal amount of the bonds to be redeemed,
whether such redemption shall be in whole or in part,
together with the interest accrued thereon to the date fixed
for redemption, plus a premium of 3% of such principal
amount if redeemed on or prior to December 31, 1990, 2-1/2%
if redeemed thereafter and on or prior to December 31, 1991,
2% if redeemed thereafter and on or prior to.December 31,
1992, 1-1/2% if redeemed thereafter and on or prior to
December 31, 1993, 1% if redeemed thereafter and on rr prior
to December 31, 1994, 1/2% if redeemed thereafter and on or
prior to December 31, 1995, and without premium if redeemed
thereafter.
If less than all of V— bonds of any one maturity
shall be called for rec.iip tion, the particular bonds or
portions of registered bonds of such maturity to be redeemed
shall be selected by lot by the Trustee in such manner as the
Trustee in its discretion inay determine, and if less than all
of the bonds stated to mature on different dates shall be
called for redemption, the particular bonds or portions of
registered bonds to be redeemed shall be called in the
80-504
-10-
inverse order of their maturities, subject to the provisions
of the Trust Indenture.
Any such redemption, either in whole or in part,
shall be made upon at least thirty (30) days' prior notice
by publication and otherwise as provided in the Trust
Indenture, and shall be made in the manner and under the
terms and conditions provided in the Trust Indenture.
In certain events, on the conditions, in the
manner and with the effect set forth in the Trust Indenture,
the principal of all the bonds then outstanding under the
Trust Indenture may become or may be declared due and
payable before the stated maturities thereof, with the
interest accrued thereon.
Section 10. The bonds shall bear the facsimile
signature of the Mayor of the City, and a facsimile of the
official seal of the City shall be imprinted on the bonds
and attested by the signature of the City Clerk of the City.
The coupons attached to the coupon bonds shall be substan-
tially in the form set forth in the preamble to the Trust
Indenture and shall bear the fai iimile s gna%.,jre of the City
Clerk of the City.
In case any officer whose signature or a facsimile
of whose signature shall appear on any bonds or coupons
shall cease to be such officer before the delivery of such
bonds, such signature or facsimile shall nevertheless be
valid and sufficient for all purposes the same as if he had
80-504
e...
-11-
remained in office until such delivery; and, also, any bond
may bear the signature or signatures or the facsimile
signature or signatures of such persons as at the actual
time of the execution of such bond shall be the proper
officers to sign such bond although at the date of such bond
y
such persons may not have been such officers.
Both the principal of and the interest on the bonds
shall be payable in any coin or currency of the United
States of America which on the respective dates of payment
thereof is legal tender for the payment of public and private
debts. The principal of and the interest on all coupon
bonds shall be payable at the Trustee under this Trust
Indenture or at any Paying Agent, at the option of the
bearer. The principal of all registered bonds shall be
payable at the corporate trust office of the Trustee and
payment of the interest on each registered bond shall be
made by the Trustee on each interest payment date to the
person appearing on the registration books of the City,
provided therefor, as the registered owner thereof, by check
or draft mailed to such registered owner ,*". his ad' —se as
it appears on such registration boor. Pa. teat of the
principal of all bonds shall be made upon the presentation
and surrender of such bonds as the same sha_1 become due and
payable. Payment of the interest on the coupon bonds shall
be made upon the presentation and surrender of the coupons,
if any, representing such interest'as the same,respectively,
become due and payable.
tppORTIVE
S100(;UMIEN111S
FoLLOW
80-504
r
-12-
Section 11. Only such of the bonds as shall
have endorsed thereon a certificate of authentication
substantially in the form set forth in the preamble of the
Trust Indenture, duly executed by the Trustee, shall be
entitled to any benefit or security under the Trust Indenture.
No bond and no coupon appertaining to any coupon bond shall
be valid or obligatory for any purpose unless and until such
certificate of authentication shall have been duly executed
by the Trustee, and such certificate of the Trustee upon any
such bond shall be conclusive evidence that such bond has
been duly authenticated and delivered under this Trust
Indenture. Before authenticating or delivering any coupon
bonds the Trustee shall detach and cancel all matured
coupons, if any, appertaining thereto, except any coupons
which represent unpaid interest.
Section 12. Coupon bonds, upon surrender thereof
at the corporate trust office of the Trustee, with all
unmatured coupons and all matured coupons in default, if
any, appertaining thereto, may, at the option of the holder
thereof, be exchanged for an equal aggregate pr:icipal
amount of registered bonds of the same matarity, if any
denomination or denominations'•authorized by the Trust
Indenture, bearing interest at the same rate or rates, an6,
with the exception of the differences between the form of
coupon bonds and the form of registered bonds which are set
forth in the preamble of the Trust'Indenture, in the same
form as the coupon bonds surrendered for exchange.
TIVE
'r. - % 1 , .EN TS
" r
80-504
-13-
The City shall make provision for the exchange of
bonds at the corporate trust office of the Trustee.
Section 13. Title to any coupon bond and title
to any interest coupon shall pass by delivery in the same
manner as a negotiable instrument payable to bearer. The
Trustee is hereby appointed as Bond Registrar and as such
shall keep books for the registration and for the transfer
of bonds as provided in the Trust Indenture. The principal
of any registered bond shall be payable only to or upon the
order of the registered owner or his attorney or his legal '
representative.
The transfer of any registered bond may be
registered upon the books kept for the registration and
registration of transfer of bonds upon surrender thereof to
the Bond Registrar together with an assignment duly executed
by the registered owner or his attorney or legal representa-
tive in such form as shall be satisfactory to the Bond -
Registrar. Upon any such registration of transfer, the City
shall execute and the Trustee shall authenticate and deliver
in exchange for such bond a new registered bond or bons:-,
registered in the name of the transferee, of any Jenom, ...t:*OA
or denominations authorized by the Trust Indenture or, at
the option of the transferee, coupon bonds with coupons
attached representing all.unpaid interest due or to become
due thereon, in an aggregate principal amount equal to the
principal amount of such registered bond, of the same
'TE
80-504
-14-
maturity and bearing interest at the same rate, and otherwise
as provided in the Trust Indenture.
All bonds and coupons surrendered in any such
exchange or transfer shall forthwith be cancelled by the
Trustee unless in the case of coupon bonds the City shall
direct the Trustee in writing to hold such bonds and
coupons in safekeeping for delivery in exchange for registered
bonds in accordance with the Trust Indenture. The City or
the Trustee may make a charge for every such exchange or
transfer of hones sufficient to reimhurse it for any tax or
other governmental charge required to be paid with respect
to such exchange or transfer, but no other charge shall be
made to any bondholder for the privilege of exchanging or
transferring bonds under the provisions of and as provided
in the Trust Indenture.
As to any registered bond, the person in whose
name the same shall be registered shall be deemed and regarded
as the absolute owner thereof for all purposes, and payment
of or on account of the principal of any such bond and the
interest on any such registered bond shall be made or.'y to
or upon the order of the registered owner therctif or t .s
attorney or legal representative, all as provided in the
Trust Indenture. The bonds and the coupons appertainii.g to
coupon bonds shall have all the qualities and incidents
(including negotiability) of investment securities within
the meaning and for all the purposes of the Uniform Commercial
Code of the State.
"SUPPORTIVE
DOCUMENTS
FOLLOW"
/`
-15-
Section 14. In order to secure the payment of the
principal of and the interest, including any redemption
premium, on the bonds herein authorized (and any additional
bonds that may be issued under the provisions of the Trust
Indenture) according to their tenor, purport and effect, and
in order to secure the performance and observance of all of
the covenants, agreements and conditions respectinq said
bonds, the execution and the delivery of the Trust Indenture
(herein called the "Trust Indenture"), dated as of July 1,
1980,by and between the City and the Trustee are hereby
authorized.
is hereby designated as the Trustee under the Trust Inden-
ture. Pan American Bank of Miami, Miami, Florida is hereby
designated as the Depositary under the Trust,Indenture.
Such Depositary is authorized and directed to make
payments from the Construction Account only in conformity
with and subject to the requirements of Article IV of the
Trust Indenture and shall perform its functions as such
Depositary in conformity with this Resolution and said
Article IV and other provisions of the Trust Indenture which
shall be applicable to the performance of the Depositar,'s
functions.
The Trust Indenture shall be executed substantially in
the form of the Trust Indenture presented to the Commission
during the meeting of the Commission at which this Resolution
was adopted and shall be executed for and on behalf of
the City by the Mayor, the official seal of the City shall
41SUPPORTIV
Dn�` ►An r_ � -r- E
J
L i-ULLUVyi„
80-504
-16-
be affixed thereto and attested by the City Clerk or the
Deputy City Clerk, and in evidence of its acceptance of the
trusts under such Trust Indenture.
-- - -- -- ---- -- - --- ------ - - - ----- as Trustee,
shall cause the Trust Indenture to be executed for and on
its behalf by its authorized officers, all as provided in
the Trust Indenture. The Trust Indenture in the form thus
presented to the Commission is hereby approved for execution
and delivery, subject to such minor changes, insertions and
omissions and such filling of blanks therein as may be
approved and made in such form of Trust Indenture by the
officers of the City and by the officers of the Trustee,
executing the same pursuant to this Section. The execution
of the Trust Indenture for and on behalf of the Trustee by
its authorized officers and for and on behalf of the City by
the Mayor with the official seal of the City affixed and
attested by the signature of the City Clerk or Deputy C.'i•ty
Clerk, shall be conclusive evidence of the approval of such
changes, insertions, omissions and filling of blanks.
Section 15. Contemporaneously with the issu•, ze and
delivery of, and the receipt by the City payment for, the
bonds, financing statements and other security interest
instruments to the extent necessary shall ue duly filed of
record, the Trust Indenture, duly executed and delivered,
shall be duly filed with the City Clerk, and the Lease and
Agreement for Development, the First Supplement to the Lease
80-504
-17-
Agreement between the City and University of Miami, all as
more fully described in the Trust Indenture, duly executed
and delivered, shall be duly filed and recorded to preserve
and protect for the benefit of the Trustee and the bond-
holders, the rents and other payments to be made to the City
thereunder and the lien and pledge of revenues, as provided
in the Trust Indenture. The City Attorney and other offi-
cers of the City shall take such action and execute or
cause to be executed such instruments as may be necessary
or desirable to effectuate the proper filing and recording
of such instruments under applicable law.
Section 16. It is the intention of the Commission
that the officers of the City shall, and they are
hereby authorized and directed to, do any and all lawful
acts and deeds to effectuate and carry out the provisions
and the purposes of this Resolution.
Section 17. This Resolution shall be in full force. and
effect immediately upon its adoption.
PASSED AND ADOPTED this 30th day of June, 1980.
-_ MA_URIC_E_ A__FERRE
MAURICE A. FERRE
M A Y O R
(Official Seal)
ATTEST:
O
ALPH G. ONGIE
CITY CLERK
80-504
-18-
PREPARED AND APPROVED 9Yi
ASSISTANT CITY ATTORN
APPROVED AS TO FORM AND CORRECTNESS:
"SUPPORTIVE
DOCUMENTS
FOLLOW
80.504
n
STATE OF FLORIDA )
COUNTY OF DADE )
CITY OF MIAMI )
1, RALPH G. ONGIE, Clerk of the City of Miami, Florida,
and keeper of the records thereof, do hereby certify that
the attached and foregoing pages numbered through , in-
clusive, contain a true and correct copy of a resolution
adopted by the Commission of said City at a meeting held on
the 30th day of June, 1980.
SAID RESOLUTION WAS DESIGNATED RESOLUTION NO. _
IN WITNESS WHEREOF, I hereunto set my hand and impress
the official seal of the City of Miami, Florida, this
day of , 1980.
(Official Seal)
RALPH G. ONGIE
CITY CLERK
MIAMI, FLORIDA
By
Deputy City Clerk
80-504