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HomeMy WebLinkAboutR-06-0671City of Miami Legislation Resolution: R-06-0671 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 06-01895 Final Action Date: 11/9/2006 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $35,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA NON -AD VALOREM VARIABLE RATE REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2006, TO REFUND A PORTION OF THE CITY'S OUTSTANDING NON -AD VALOREM REVENUE BONDS, TAXABLE PENSION SERIES 1995; MAKING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; SELECTING THE BONDS TO BE REDEEMED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SERIES 2006 INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED; RATIFYING THE SELECTION OF THE UNDERWRITER AND REMARKETING AGENT; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A REMARKETING AGREEMENT; APPROVING WACHOVIABANK, NATIONAL ASSOCIATION TO PROVIDE A LIQUIDITY FACILITY FOR THE BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CREDIT AGREEMENT IN CONNECTION THEREWITH; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN A MUNICIPAL BOND INSURANCE POLICY TO INSURE SAID BONDS AND TO EXECUTE AND DELIVER ANY RELATED AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT AND THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL REQUIRED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the "City") has previously issued its $62,135,000 original aggregate principal amount of Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995 (the "Series 1995 Bonds"), currently outstanding in the aggregate principal amount of $61,815,000 pursuant to Resolution 95-564 (the "Authorizing Resolution") adopted by the City Commission of the City (the "Commission") on July 13, 1995, a Master Trust Indenture dated as of December 1, 1995 (the "Master Indenture"), and a Series 1995 Indenture dated as of December 1, 1995, each between the City and U.S. Bank National Association, as successor in interest to First Union National Bank of Florida (the "Trustee"); and WHEREAS, the City, pursuant to Resolution No. R-04-0697 (the "Swaption Resolution") adopted City of Miami Page 1 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017 File Number: 06-01895 Enactment Number: R-06-0671 by the Commission on October 28, 2004, authorized the issuance of not to exceed $75,000,000 Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 (the "Series 2006 Bonds") to refund all or a portion of the Series 1995 Bonds and entered into an interest rate swap (the "Swap") option with Morgan Stanley Capital Services Inc. (the "Counterparty") pursuant to an International Swap Dealers Association Master Swap Agreement (the "ISDA Master Agreement") dated as of November 8, 2004, Schedules to the ISDA Master Agreement including a credit support annex, (the "Schedule") dated as of November 8, 2004, and a confirmation to the ISDA Master Agreement (the "Confirmation" and, together with the ISDA Master Agreement and the Schedule, the "Swap Agreement") dated as of November 15, 2004; and WHEREAS, pursuant to the Swap Agreement, the Counterparty has exercised its option to initiate the Swap; and WHEREAS, the City finds it is in the City's best interest to issue the Series 2006 Bonds, as Variable Rate Bonds as defined and pursuant to the Master Indenture and a Series 2006 Indenture (the "Series 2006 Indenture" and, together with the Master Indenture, the "Indenture") to be dated as of December 1, 2006, between the City and the Trustee, a form of which is attached hereto as Exhibit "A"; and WHEREAS, the Master Indenture requires that a Credit Facility be obtained in order to provide liquidity for any Variable Rate Bonds; and WHEREAS, the City has determined to select Wachovia Bank, National Association (the "Liquidity Facility Issuer") to provide liquidity in the form of a standby bond purchase agreement (the "Liquidity Facility") and to enter into such standby purchase agreement (the "2006 Credit Agreement"), which is a Credit Agreement under the Master Indenture to be dated as of December 1, 2006, with the Liquidity Facility Issuer, a form of which is attached hereto as Exhibit "B," to provide for the terms and conditions for issuance of the Liquidity Facility and the reimbursement of any draws pursuant to the Liquidity Facility; and WHEREAS, the City desires to approve the negotiated sale of the Series 2006 Bonds, to approve the forms of certain agreements in connection with the issuance of such Series 2006 Bonds, to delegate to the City Manager the determination of certain details of the Series 2006 Bonds, to select the Series 1995 Bonds, or portions thereof, for redemption and to authorize the 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 Series 2006 Bonds and the redemption of the Series 1995 Bonds to be redeemed; 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 ("State"), Chapter 166, Florida Statutes, as amended, Part VII of Chapter 159, Florida Statutes, as amended, the City Charter, and other applicable provisions of law (collectively, the "Act"). Section 2. Findings and Determinations. It is hereby ascertained, determined and declared that: City of Miami Page 2 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017 File Number: 06-01895 Enactment Number: R-06-0671 A. It is in the best interest of the City, its citizens and taxpayers to complete the Swap transaction and issue the Series 2006 Bonds at a variable rate in order to provide for a refunding of a portion of the Series 1995 Bonds as contemplated by the Swap Resolution. B. The City is authorized under the Act and the Master Indenture to issue refunding bonds and to deposit the proceeds thereof with the Trustee for the payment when due of the principal of, redemption premium and interest on the Series 1995 Bonds selected for redemption. C. In accordance with Section 218.385(1) Florida Statutes, as amended, the Commission hereby finds, determines and declares, that a negotiated sale of the Series 2006 Bonds as contemplated by the Swap Resolution is in the best interest of the City due to the complex structure and timing of the issuance of the Series 2006 Bonds as Variable Rate Bonds in order to implement the variable to fixed rate Swap and the redemption of a portion of the Series 1995 Bonds. Section 3. Definitions. In addition to the words and terms defined in this Resolution, unless the context or use indicates clearly another meaning or intent, such capitalized terms shall have the meaning ascribed to such terms in the Master Indenture. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or his or her designee. "City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal functions. "City Manager" means the City Manager or his or her designee or the officer succeeding to his or her principal functions. "Commission" means the City Commission of the City. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement substantially in the form attached to this Resolution as Exhibit "F" hereto to be delivered by the City in accordance with Section 11 of this Resolution. "Finance Director" means the Director of Finance of the City or his or her designee or the officer succeeding to his or her principal functions. "Financial Advisor" means First Southwest Company. "Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the Commission as may be appointed as acting Mayor of the City. Section 4. Authorization to Issue the Series 2006 Bonds and to Refund the Refunded Bonds. The City hereby ratifies and confirms the authorization to issue the Series 2006 Bonds and the refunding of the Series 1995 Bonds, as set forth in the Swaption Resolution. Subject and pursuant to the provisions hereof and the Swaption Resolution, the Series 2006 Bonds to be known as "City of Miami, Florida Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006" are hereby authorized to be issued at one time or as needed in an aggregate principal amount not to exceed Thirty Five Million Dollars ($35,000,000), for the purpose of redemption of a portion of the Series 1995 Bonds and paying the costs of issuance of the Series 2006 Bonds. The City hereby determines to redeem that portion of the Series 1995 Bonds maturing on December 1, in the years 2007 through 2009, inclusive, and 2025 in the aggregate principal amount of $29,470,000 (the "Refunded Bonds") on or after December 1, 2006, at a redemption price of $30,059,400 which is 102% of the principal amount to be redeemed, provided that, the net present value of the savings realized through the refunding of the Refunded Bonds is at least 5%. The City Manager is hereby authorized to provide for the redemption of the Refunded Bonds, including but not limited to, City of Miami Page 3 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017 File Number: 06-01895 Enactment Number: R-06-0671 providing for a notice of redemption to be sent to the holders thereof. The City Manager is hereby authorized and directed to award the Series 2006 Bonds to Morgan Stanley & Co. Incorporated (the "Underwriter") provided that the gross underwriting spread shall not exceed $1.95 per $1,000 of Series 2006 Bonds issued as set forth in the Swaption Resolution. The Series 2006 Bonds shall be dated such date, shall be issued in such principal amount, shall bear interest at a Variable Rate, as determined in accordance with the provisions of the Series 2006 Indenture, from the date thereof, shall mature on the first day of December not later than 2025, shall be issued as one Term Bond, be subject to Amortization Requirements, and may be subject to optional redemption and mandatory redemption all as set forth in the Bond Purchase Agreement, as such terms may be approved by the City Manager, with the execution and delivery of the Bond Purchase Agreement described in Section 6 hereof being conclusive evidence of the City's approval. Section 5. Authorization and Approval of the Series 2006 Indenture; Appointment of Trustee. The execution and delivery of the Series 2006 Indenture is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager to determine the final provisions of the Series 2006 Indenture. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Series 2006 Indenture, in substantially the form approved at this meeting and attached hereto as Exhibit "A," subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved by the City Manager upon the advice of the City Attorney, the Financial Advisor and Bond Counsel. The execution, attestation and delivery of the Series 2006 Indenture, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. U.S. Bank National Association is hereby appointed as Trustee under the Series 2006 Indenture. Section 6. Authorization and Approval of the Bond Purchase Agreement. The execution and delivery of a bond purchase agreement with the Underwriter (the "Bond Purchase Agreement") is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager to determine the final provisions of the Bond Purchase Agreement, within the parameters for the issuance of the Series 2006 Bonds set forth in Section 4 of this Resolution. Upon compliance by the Underwriter with the requirements of Section 218.385, Florida Statutes, by filing the "truth -in -bonding statement" and "disclosure statement" required by said statutory provisions, the City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "C," subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved by the City Manager upon the advice of the City Attorney, the Financial Advisor and Bond Counsel. The execution, attestation and delivery of the Bond Purchase Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Section 7. Authorization and Approval of Negotiated Sale of the Series 2006 Bonds. Based on the findings set forth in Section 2 hereof, the Commission hereby approves the negotiated sale of the Series 2006 Bonds to the Underwriter, and the Series 2006 Bonds shall be sold and awarded to the Underwriter, upon the terms and conditions set forth in the Bond Purchase Agreement, subject to the limitations contained in Section 4 of this Resolution. Section 8. Authorization and Approval of an Official Statement. The use and distribution of an official statement (the "Official Statement") in connection with the marketing of the Series 2006 Bonds City of Miami Page 4 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017 File Number: 06-01895 Enactment Number: R-06-0671 is hereby authorized. The Official Statement in substantially the form attached hereto as Exhibit "D" is hereby approved with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager. The City Manager is hereby authorized to approve and execute, on behalf of the City, the Official Statement relating to the Series 2006 Bonds with such changes from the draft attached hereto, within the authorizations and limitations contained herein, as the City Manager in his sole discretion, and in consultation with the City Attorney, Bond Counsel and the City's disclosure counsel may approve, with such execution to be conclusive evidence of such approval. The City Manager is hereby authorized to deem the Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The City Manager or his designee is hereby authorized to provide for the printing of the Official Statement by the lowest and most responsive bidder therefore and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2006 Bonds. Section 9. Approval of the Form of Credit Agreement and Liquidity Facility. The execution and delivery of the 2006 Credit Agreement is hereby authorized and approved. The form of the Liquidity Facility is hereby approved. The Commission hereby authorizes and directs the City Manager to determine the final provisions of the 2006 Credit Agreement. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the 2006 Credit Agreement, in substantially the form approved at this meeting and attached hereto as Exhibit "B," subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved by the City Manager upon the advice of the City Attorney, the Financial Advisor and Bond Counsel. The execution, attestation and delivery of the 2006 Credit Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks and the City's approval of the form of the Liquidity Facility. Wachovia Bank, National Association is hereby appointed as Liquidity Facility Issuer. Section 10. Approval of the Form of Remarketing Agreement; Ratification of the Appointment of Remarketing Agent. The execution and delivery of a remarketing agreement (the "Remarketing Agreement") is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager to determine the final provisions of the Remarketing Agreement. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Remarketing Agreement, in substantially the form approved at this meeting and attached hereto as Exhibit "E," subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved by the City Manager upon the advice of the City Attorney, the Financial Advisor and Bond Counsel. The execution, attestation and delivery of the Remarketing Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. The selection of Morgan Stanley & Co. Incorporated, as Remarketing Agent and the annual remarketing fee of 8 basis points authorized pursuant to the Swaption Resolution are hereby ratified. Section 11. Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Series 2006 Bonds, the City agrees, notwithstanding any exemption under the Rule, in accordance with and as the only obligated person with respect to the Series 2006 Bonds under the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b) (5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the Finance Director is hereby authorized and directed to sign and deliver, in the name and on behalf of the City, a City of Miami Page 5 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017 File Number: 06-01895 Enactment Number: R-06-0671 Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as Exhibit "F", with such changes, insertions and omissions and such filling -in of blanks therein as may be approved by the Finance Director. The execution and delivery of the Continuing Disclosure Agreement, for and on behalf of the City by the Finance Director, shall be deemed conclusive evidence of the City's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this Section 11 shall not constitute a default under the Master Indenture and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. DAC is hereby appointed dissemination agent under the Continuing Disclosure Agreement. The Finance Director is further authorized and directed to establish, or cause to be established, procedures in order to ensure compliance by the City with the Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Finance Director shall consult with, as appropriate, the City Attorney, Bond Counsel or the City's disclosure counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney, Bond Counsel or the City's disclosure counsel in determining whether a filing should be made. Section 12. Municipal Bond Insurance. In order to produce the lowest true interest cost possible for the Series 2006 Bonds or any portion thereof, the City Manager is hereby authorized to secure a Credit Facility in the form of a municipal bond insurance policy with respect to the Series 2006 Bonds, if, after consultation with the Financial Advisor and the Finance Director, the City Manager determines that obtaining such Credit Facility is in the best interests of the City. The City Manager is hereby authorized to provide for the payment of any premium on such Credit Facility from the proceeds of the issuance of the Series 2006 Bonds and the City Manager is to enter into such agreements as may be necessary to secure such Credit Facility. The City Manager's execution of any such agreements, after consultation with the City Attorney and Bond Counsel, is to be conclusive evidence of the City's approval thereof. Section 13. Series 2006 Bonds Not to be General Obligations of the City. The Series 2006 Bonds shall not be deemed to constitute general obligations or a pledge of the full faith and credit of the City, the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Trust Estate, in the manner and to the extent provided under and pursuant to the Indenture. No Bondholder shall ever have the right, directly or indirectly to require or compel the exercise of the ad valorem taxing power of the City or any political subdivision of the State of Florida or taxation in any form on any real or personal property to pay the Series 2006 Bonds or the interest thereon, nor shall any Bondholder be entitled to payment of such principal and interest from any other funds of the City other than the Trust Estate, all in the manner and to the extent provided in the Indenture. The Series 2006 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, or any part thereof, or any other tangible personal property of or in the City, but shall constitute a lien only on the Trust Estate all in the manner and to the extent provided in the Indenture. Section 14. Pledge. The payment of the principal of, redemption premium, if any, and interest on the Series 2006 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Trust Estate, all in the manner and to the extent provided in the Indenture. City of Miami Page 6 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017 File Number: 06-01895 Enactment Number: R-06-0671 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 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 Series 2006 Bonds issued hereunder. Section 16. 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, or in their absence, their designees, in connection with the sale, issuance and delivery of the Series 2006 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contract on behalf of the City, including, but not limited to, the execution of documentation required in connection with the negotiated sale of the Series 2006 Bonds to the Underwriter, that are necessary or desirable in connection with the sale, execution and delivery of the Series 2006 Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Swap Resolution, the Swap Agreement, the Bond Purchase Agreement, the Indenture, the 2006 Credit Agreement, the Remarketing Agreement, the Continuing Disclosure Agreement or any action relating to the Series 2006 Bonds or the Refunded Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2006 Bonds and the redemption of the Refunded Bonds are hereby authorized to be paid from the proceeds of the Series 2006 Bonds. Section 17. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 18. 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 for 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 7 of 7 File Id: 06-01895 (Version: 21 Printed On: 3/1/2017