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HomeMy WebLinkAboutLegislation,« City of Miami City Hall 3500 Pan American Drive °f+ec,ea is,rta fes,' Legislation Miami, FL 33133 www.miamigov.com Resolution File Number: 10-00724 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION WITH ATTACHMENT(S), SUPPLEMENTING AND AMENDING RESOLUTION NO. R-09-0509 ADOPTED ON OCTOBER 22, 2009, TO PROVIDE FOR THE ISSUANCE OF NOT TO EXCEED $20,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BOND ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT) (THE "NOTES'); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF THE NOTES, AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTES, A PURCHASE AGREEMENT, AND ALL OTHER NECESSARY DOCUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 22, 2009, the City of Miami, Florida (the "City") adopted Resolution No. R- 09-0509 authorizing the issuance of not to exceed $120,000,000 City of Miami, Florida Special Obligation Parking Revenue Bonds, Series 2009 to finance, inter alia, the City's portion of the construction of the parking facilities for the new Florida Marlins Baseball Stadium and the cost of issuance associated therewith; WHEREAS, due to the timing of the completion of the Project, the City now desires to commence construction and is without currently available funds to do so; WHEREAS, the City desires to issue not to exceed $20,000,000 City of Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project) (the "Notes") in order to provide interim funding to commence the Project; WHEREAS, the City has received a proposal from Merrill Lynch Pierce, Fenner & Smith Incorporated to purchase and to hold the Notes not for resale; and WHEREAS, it is in the best interest of the City to approve the negotiated sale of the Notes to provide for interim financing for the Project, to authorize the basic parameters of the terms and conditions of the Notes and certain agreements in connection with the issuance therewith, to delegate to the City Manager the determination of certain other details of the Notes, and to authorize the City Manager, the City Attorney, and other appropriate officers of the City to do all actions necessary and in the best interests of the City in connection with the sale, issuance and delivery of the Notes. NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of City of Miami Page 1 of 7 File Id. 10-00724 (Version: 1) Printed On: 6/1512010 File Number: 10-00724 Florida (the "State"); Chapter 166, Florida Statutes as amended, Part VII of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; Resolution No. R-09-0509; and other applicable provisions of law (collectively, the "Act"). . Section 2. Definitions. All capitalized undefined terms shall have the meaning as set forth in the Original Resolution, defined herein. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein, unless the context otherwise requires. "Bonds" mean the not to exceed $120,000,000 City of Miami, Florida Special Obligation Parking Revenue Bonds, Series 2010 authorized pursuant to the Original Resolution. "Bond Registrar" means the Finance Director of the City. "Default Rate" means a rate equal to the lesser of 10.00% per annum or the highest rate permitted by law. "First Interest Period" means a period commencing on the date of issuance of the Notes and ending six months thereafter. "Interest Rate" means (i) a rate of 4.00% for the First Interest Period, and (ii) a rate of 4.50%, increasing by 0.50% per month cumulative, not to exceed the Maximum Rate for the Second Interest Period. "Maturity Date" means July 1, 2011. "Maximum Rate" means 7.00% per annum. "Notes" mean the not to exceed $20,000,000 City of Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project) authorized pursuant to this Resolution. "Original Resolution" means Resolution No. R-09-0509 adopted by the City Commission of the City of Miami, Florida on October 22, 2009, as amended and supplemented. "Paying Agent" means the Finance Director of the City. "Purchaser" means Merrill Lynch Pierce, Fenner & Smith Incorporated. "Second Interest Period" means a period commencing at the end of the First Interest Period and ending on the Maturity Date. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. It is in the best interests of the City, its citizens and taxpayers to issue the Notes. B. The Notes shall be payable from (i) the proceeds derived from the sale of the Bonds, and (ii) if such proceeds are not sufficient, the Pledged Funds. C. There are expected to be sufficient Bond proceeds and Pledged Funds to pay the interest City of Miami Page 2 of 7 File Id. 10-00724 (version: I) Printed On: 6/15/2010 File Number: 10-00724 and principal on the Notes as the same becomes due and payable. D. The Pledged Revenues are not now pledged or encumbered in any matter. E. Neither the City nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the Notes and the Notes shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. F. In accordance with Section 218.385(1), Florida Statutes, as amended, the City hereby finds, determines and declares that a negotiated sale of the Notes is in the best interests of the City due to the complexities of the market and timing of the issuance of the Notes. Prior to the issuance of the Notes, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit C. Section 4. Contract. In consideration of the acceptance of the Notes authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and the Purchaser. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Purchaser and all Notes shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. Section 5. Authorization of the Notes. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Bonds, obligations of the City to be known as "Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project)" are authorized to be issued in the aggregate principal amount of not to exceed Twenty Million Dollars and No Cents ($20,000,000). Section 6. Description of the Notes. The Notes shall be issued as one fully registered Note in the principal amount not to exceed Twenty Million Dollars and No Cents ($20,000,000), shall be dated as of the date of its delivery to the Purchaser thereof and shall mature on the Maturity Date. The Notes shall be payable to the Purchaser, and shall bear interest at the Interest Rate, calculated on the basis of a 360 day year for the actual number of days elapsed. Interest and principal shall be payable upon maturity or earlier redemption. Upon the occurrence of an event of default, any due but unpaid principal and interest on the Notes shall bear interest at the Default Rate from the date due until paid and collected. Anything herein or in the Notes to the contrary notwithstanding, in no event shall the interest rate borne by the Notes exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Notes, the City shall receive such sum as shall be requested by the officers of the City executing the Notes. The Purchaser has agreed to advance the remaining principal amount of the Notes as requested by, the City for the construction costs of the Project, as provided in the Notes and this Section 6. At no time shall the aggregate principal amount of the Notes outstanding exceed Twenty Million Dollars and No Cents ($20,000,000). The Notes 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 and interest on the Notes shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owners of the Notes. The City may borrow from time to time up to Twenty Million Dollars and No Cents ($20,000,000) by requesting draws thereunder from time to time, provided that amounts drawn under City of Miami Page 3 of 7 File Id. 10-00724 (Version: 1) Printed On: 6/1512010 File Number: 10-00724 the Notes and repaid may not be reborrowed. No draw may be requested after June 1, 2011. Each request for draw under the Notes shall be made by the City to the Purchaser by delivery to the Purchaser of a Requisition in accordance with the Form of Requisition attached hereto as Exhibit D, indicating the amount of the draw and the date on which such draw is to be made and stating that the representations and warranties of the City contained herein are true and correct as of such date. The City Manager is hereby authorized to execute the Requisitions in order to make draws on the Notes for the purpose authorized herein. The Purchaser shall not be obligated to advance any funds hereunder if an Event of Default has occurred and is continuing or if an event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred, or in the event that the Purchaser determines, in its sole discretion, that a material and adverse change has occurred in the financial condition of the City. The Notes may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Notes, or other authorized denominations of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Notes shall not be transferred unless the new purchaser has executed an "investment letter" in substantially the same form and substance as the "investment letter" executed by the original Purchaser of the Notes. Section 7. Execution of Notes. The Notes shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Notes and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Notes, showing approval of the form and correctness thereof. The signatures of the City Manager, the City Clerk and the City Attorney on the Notes may be by facsimile. If any officer whose signature appears on the Notes ceases to hold office before the delivery of the Notes, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Notes may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Notes shall be the proper officers to sign such Notes, although at the date of such Notes or the date of delivery thereof such persons may not have been such officers. Any Notes delivered shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Notes so authenticated shall be entitled to the benefits of this Resolution. Section 8. Notes Mutilated, Destroyed, Stolen or Lost. If any Note is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Bond Registrar. The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Provisions for Redemption. The Notes may be made subject to redemption prior City of Mianai Page 4 of 7 File Id: 10-00724 (Version: 1) Printed On: 611512010 File Number 10-00724 to their maturity in whole or in part on any date. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all registered owners of the Notes or portions of the Notes to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Note, or any defect therein, shall not affect the validity of the proceedings for redemption of any Notes or portion thereof with respect to which no failure or defect occurred. Section 10. Form of Notes. The Notes shall be in substantially the form attached hereto as Exhibit A, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 11. Covenants of the City. For so long as the Notes shall be outstanding and unpaid or until there shall have been irrevocably set apart a sum sufficient to pay, when due, the entire principal of the Notes, together with interest accrued and to accrue thereon, the City covenants with the owners of the Notes as follows: A. PROCEEDS FROM BONDS. Upon the receipt of the proceeds of the Bonds, the City shall apply such proceeds as follows: (1) There shall be transmitted to the Paying Agent to pay forthwith the principal of the Notes and the interest accrued thereon to the date of payment. (2) For deposit and application of the balance of such proceeds pursuant to the provisions of the Original Resolution. B. APPLICATION OF PRIOR COVENANTS. The covenants and pledges contained in the Original Resolution shall be deemed to be for the benefit, protection and security for the payment of the Notes and for the owners thereof in like manner as applicable to the Bonds, provided, however the reserve requirements applicable to the Bonds shall not apply to the Notes. Such covenants and pledges shall be applicable to the Notes herein authorized and are incorporated by reference herein to the same extent as if set forth in full herein. C. SALE OF BONDS. The City shall sell a sufficient principal amount of Bonds in order to have funds available to pay the Notes and the interest thereon as the same become due. Section 11. Tax Covenants. No use will be made of the proceeds of the Notes which, if such use were reasonably expected on the date of issuance of the Notes, would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"). The City at all times while the Notes and the interest thereon are outstanding will comply with the requirements of the Code, including any amendments thereto and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the exclusion of the interest on the Notes from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. Section 12. Security; Notes Not General Indebtedness. The Notes shall not be deemed to constitute general obligations or a pledge of the faith and credit of the City, the State or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or City of Miami Page 5 of 7 File Id: 10-00724 (Version: I) Printed On: 611512010 File Number: 10-00724 limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of Notes shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Notes or the interest thereon, nor shall any holder of Notes be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Bonds and the Pledged Funds, all in the manner and to the extent herein provided. The Notes and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Bonds and the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Notes shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the sale of the Bonds and the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 13. Sale of Note. The Note is hereby sold and awarded to the Purchaser, at the price of par and the City Manager, the City Clerk and City Attorney are hereby authorized to execute and deliver the Note in the form set forth herein, receive the purchase price therefor and apply the proceeds thereof as hereinafter provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the commitment of the Purchaser. Execution of the Note by the City Manager, the City Clerk and the City Attorney shall be conclusive evidence of their approval of the form of the Notes. Section 14. Amendments and Supplements to the Original Resolution. A. Section 5.01 of the Original Resolution is hereby amended as follows: SECTION 5.01 Authority for the Issuance of Series 2089 2010 Bonds. The City hereby authorizes the issuance of the Series 2899 2010 Bonds in two series and pursuant to the provisions hereof, to be known as "City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A2010A(Marlins Stadium Project)" and "City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 29096 20108 (Marlins Stadium Project) are hereby authorized to be issued at one time or as needed in an aggregate principal amount not to exceed One Hundred Twenty Million Dollars ($120,000,000), for the purpose of, together with other available moneys, (i) to pay for the cost of the Project, LU to fund a deposit to the Reserve Fund or pay cost of a Reserve Product, (iii) to refund any interim financing, and iv to pay the costs of issuance of the Series 2999 2010 Bonds. B. The Original Resolution shall be further amended as follows: All references to Series 2009 Bonds in the Original Resolution shall mean Series 2010 Bonds. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution or of the Notes issued hereunder. Section 16. Controlling Law; Members of City Not Liable. All covenants, stipulations, City of Miami Page 6 of 7 File Id: 10-00724 (Version: 1) Printed On: 611512010 File Number: 10-00724 obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City in his individual capacity, and neither the members of the City nor any official executing the Notes shall be liable personally on the Notes or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City or such members thereof. Section 17. Further Authorizations. The Mayor and the City Manager or either of them and the City Clerk, the Finance Director and the City Attorney and such other officers and employees of the City as may be designated by the Mayor and the City Manager or either of them are each designated as agents of the City in connection with the sale, issuance and delivery of the Notes and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City, including the execution of documentation required in connection with the negotiated sale of the Notes to the Purchaser, that are necessary or desirable in connection with the sale, execution and delivery of the Notes, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Notes heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Notes. Any and all costs incurred in connection with the issuance of the Notes are hereby authorized to be paid from the proceeds of the Notes. Section 18. Repeal of Inconsistent Resolution. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 19. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor. {1} APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY Footnotes: {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City. City of Miami Page 7 of 7 File Id. 10-00724 (version: h Printed On: 611512010