Loading...
HomeMy WebLinkAboutR-04-0697City of Miami Legislation Resolution: R-04-0697 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 04-01140 Final Action Date: 10/28/2004 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AN INTEREST RATE SWAP OPTION TRANSACTION IN CONNECTION WITH THE FUTURE REFUNDING OF THE OUTSTANDING CITY OF MIAMI, FLORIDA ("CITY") NON -AD VALOREM REVENUE BONDS TAXABLE PENSION SERIES 1995; AUTHORIZING THE ISSUANCE OF AN AGGREGATE PRINCIPAL AMOUNT OF CITY NON -AD VALOREM VARIABLE RATE REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2006, IN AN AMOUNT NOT TO EXCEED $75,000,000, TO REFUND THE OUTSTANDING CITY NON -AD VALOREM REVENUE BONDS, TAXABLE PENSION SERIES 1995; APPROVING THE SWAP COUNTERPARTY; APPROVING THE FORM AND AUTHORIZING THE INTERNATIONAL SWAP DEALERS ASSOCIATION, INC., MASTER AGREEMENT, SCHEDULES TO THE MASTER AGREEMENT, A CREDIT SUPPORT ANNEX AND RELATED DOCUMENTS; APPROVING MORGAN STANLEY & CO. INCORPORATED AS THE UNDERWRITER AND REMARKETING AGENT OF SUCH REFUNDING BONDS; APPROVING A SWAP FINANCIAL ADVISOR; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Series 1995 Bonds are secured by a covenant to budget and appropriate legally available non -ad valorem revenues in an amount sufficient to meet its funding obligation on the Series 1995 Bonds; and WHEREAS, the significant negative arbitrage that would be realized causes a traditional advance refunding structure to be infeasible; and WHEREAS, in today's interest rate environment, substantial interest cost savings may be achieved by currently entering into an interest rate swap option providing for periodic annual payments of the option premium and contemplating the future refunding of the Series 1995 Bonds which finally mature on December 1, 2025 and which are subject to optional redemption on or after December 1, 2006; and WHEREAS, for the purpose of taking advantage of currently favorable interest rates, the City desires to enter into an interest rate swap option transaction to receive annual option premium payments in exchange for the right to cause a synthetic refunding of the Series 1995 Bonds; and WHEREAS, if Morgan Stanley Capital Services Inc. exercises its option, the City will issue Variable Rate Non -Ad Valorem Revenue Refunding Bonds, Taxable Pension Series 2006 at or near the first optional redemption date of the Series 1995 Bonds which is December 1, 2006, the proceeds of which would be used to refund and legally defease the Series 1995 Bonds in connection with the implementation of a variable to fixed rate interest rate swap pursuant to such interest rate swap option transaction; and City of Miami Page 1 of 4 File Id: 04-01140 (Version: 1) Printed On: 10/13/2016 File Number: 04-01140 Enactment Number: R-04-0697 WHEREAS, the City, has pursuant to Request for Letters of Interest No. 03-04-132, received responses for Provision of Synthetic Refunding Opportunities and desires to approve Morgan Stanley Capital Services Inc. to serve as the swap counterparty for such interest rate swap option transaction; and WHEREAS, the City desires to appoint Morgan Stanley & Co. Incorporated as the underwriter and remarketing agent in connection with the Refunding Bonds (as defined herein), assuming that Morgan Stanley Capital Service Inc. exercises its option; and WHEREAS, the City desires to appoint RBC Dain Rauscher Inc. as Swap Financial Advisor in connection with such interest rate swap option transaction; and WHEREAS, the City wishes to approve the forms of and authorize the execution and delivery of the documents necessary to implement such interest rate swap option transaction, including forms of the International Swap Dealers Association Master Swap Agreement ("Master Agreement") attached and incorporated as "Exhibit A", schedules to the Master Agreement, including a credit support annex, ("Schedule") attached and incorporated as "Exhibit B", the form of the confirmation to the Master Agreement ("Confirmation") attached and incorporated as "Exhibit C" upon satisfaction of the criteria provided in Section 3 hereof; and WHEREAS, the City desires to appoint RBC Dain Rauscher Inc. as Swap Financial Advisor in connection with such interest rate swap option transaction; and WHEREAS, the City Commission desires to authorize the appropriate officers of the City to make such changes or omissions in the forms of the referenced documents, not materially inconsistent with this Resolution, and to execute and deliver such documents in final form; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter 166, Florida Statutes, the City Charter, and other applicable provisions of law (collectively, the "Act"). Section 2. Findings. It is ascertained, determined and declared that: A. It is in the best financial interest of the City and serves a valid public purpose, in order to obtain a significant option premium payment and to hedge against future interest rate increases, to enter into an interest rate swap option transaction upon the criteria established herein in contemplation of the issuance of an aggregate principal amount of City Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 ("Refunding Bonds"), in an amount not to exceed $75,000,000, to provide for the potential refunding and redemption of the City's Series 1995 Bonds. B. It is in the best financial interest of the City and serves a valid public purpose, in order to obtain significant interest cost savings to authorize the issuance of the Refunding Bonds to refund the City of Miami Page 2 of 4 File Id: 04-01140 (Version: 1) Printed On: 10/13/2016 File Number: 04-01140 Enactment Number: R-04-0697 Series 1995 Bonds on or around their first redemption date and thereby implement such interest rate swap option transaction should Morgan Stanley Capital Services Inc. exercise its option. C. It is in the best financial interest of the City, upon satisfaction of the criteria provided herein, to enter into the Master Agreement, Schedules and Confirmation, in substantially the forms attached hereto, with Morgan Stanley Capital Services Inc. to provide for such interest rate swap option transaction. Section 3. Authorization of Interest Rate Swap Option Transaction. In order to lock in currently low interest rates and thereby obtain a significant option premium payment, the City Commission authorizes and approves (i) the sale of an option to Morgan Stanley Capital Services Inc., as swap counterparty, to put the City into a floating to fixed interest rate swap in exchange for annual payments of the option premium beginning December 1, 2004 through and including December 1, 2025 and (ii) the execution of a swap providing for a variable to fixed rate interest rate swap on or about December 1, 2006 in connection with the issuance of the Refunding Bonds to refund the Series 1995 Bonds on or about December 1, 2006, if such option is exercised by Morgan Stanley Capital Services Inc. ("Swap Option Transaction"); provided that the notional amount of the interest rate swap shall not exceed the principal amount of the Refunding Bonds and the net present value of the savings realized through the Swap Option Transaction is not less than 5.00% of the principal amount of the Series 1995 Bonds to be refunded. To effect such Swap Option Transaction, the City Commission hereby approves the forms and authorizes the execution and delivery, subject to the satisfaction of the criteria provided in this Section, the Master Agreement, the Schedules and the Confirmation, in substantially the forms attached hereto as Exhibit "A", Exhibit "B" and Exhibit "C", respectively, with such changes or omissions not inconsistent with this Resolution as shall be made in such documents and approved by the officers of the City executing the same, execution and delivery thereof to be conclusive evidence of such approval. Section 4. Authorization of Refunding Bonds. In order to implement the variable to fixed rate swap and to refund the Series 1995 Bonds, subject to the satisfaction of the criteria provided in Section 3 above, the issuance of City Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006, in an aggregate principal amount not to exceed $75,000,000 is authorized. Such Refunding Bonds shall be issued under and pursuant to and have such terms, including, without limitation, such interest rate provisions, tender and redemption provisions and credit and/or liquidity support, as shall be provided in either the Master Indenture and a Series Indenture thereunder or under such other Trust Indenture or Bond Resolution as shall be hereafter authorized or adopted by resolution of the City Commission to be adopted prior to the issuance of such Refunding Bonds. Section 5. Authorization to Negotiate Sale of Optional Redemption Right with respect to Series 1995 Bonds. In order to obtain the highest present value payment or savings with respect to the Series 1995 Bonds, the City Commission authorizes the City Manager or designee, in consultation with the Swap Financial Advisor, to negotiate with the current holders of the Series 1995 Bonds the sale of the City's right to call all or a portion of the Series 1995 Bonds for optional redemption prior to maturity; provided that the present value of the purchase price received by the City for the sale of such call rights shall not be less than eight percent (8.00%) of the principal amount of the Series 1995 Bonds with respect to which the call right is sold. The City Manager, the Clerk, any Deputy Clerk, the City Attorney and such other officers of the City are authorized{1} to execute any documents or certificates necessary in connection with such transaction. In connection therewith, City of Miami Page 3 of 4 File Id: 04-01140 (Version: 1) Printed On: 10/13/2016 File Number: 04-01140 Enactment Number: R-04-0697 RBC Dain Rauscher Inc. will serve as Financial Advisor and shall be compensated from the proceeds of the sale of the rights. Section 6. Authorizations. A. The City Manager or designee, in consultation with the Swap Financial Advisor, are authorized and directed to make such changes, omissions or insertions in the forms of the Master Agreement, the Schedule and the Confirmation, not materially inconsistent with this Resolution, and the City Manager and the Clerk or any Deputy Clerk are authorized to execute and deliver such documents in final form on behalf of the City. B. The City Manager, the Clerk, any Deputy Clerk, the City Attorney and such other officers of the City legally authorized to take action in their absence, and such other officers and employees of the City as may be designated as agents of the City in connection with the execution and delivery of the Master Agreement, the Schedule and the Confirmation, consistent with this Resolution, and are authorized and empowered, collectively or individually, conditioned upon the transaction satisfying criteria provided in Section 3 above and based upon the written advice of the Swap Financial Advisor, to take all action and steps and to execute all instruments, documents and certificates on behalf of the City that are necessary or desirable in connection with the execution and delivery of such documents, and the implementation of the Swap Option Transaction contemplated pursuant to such documents and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, as approved by the City Manager or designee, in consultation with the Swap Financial Advisor. Section 7. Appointment of Underwriter and Remarketing Agent. Morgan Stanley & Co. Incorporated is appointed as the underwriter and remarketing agent with respect to the Refunding Bonds, provided, that the gross underwriting spread in connection with the Refunding Bonds shall not exceed $1.95 per $1,000 of Refunding Bonds issued and the annual remarketing fee shall not exceed 8 basis points of the outstanding principal amount of the Refunding Bonds. Section 8. Appointment of Swap Financial Advisor. RBC Dain Rauscher Inc. is appointed as the Swap Financial Advisor in connection with the Swap Option Transaction authorized hereby. The form of the Engagement Letter attached hereto as Exhibit "D" providing for the engagement of the Swap Financial Advisor is approved. The City Manager is authorized to execute and deliver the Engagement Letter in substantially the form attached with such changes and omissions not inconsistent with this Resolution as the City Manager shall approve, execution and delivery thereof to be conclusive evidence of such approval. Section 9. Effective Date. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{1} 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 Commission. City of Miami Page 4 of 4 File Id: 04-01140 (Version: 1) Printed On: 10/13/2016