Loading...
HomeMy WebLinkAboutExhibit 29Exhibit "E" Form of Remarketing Agreement REMARKETING AGREEMENT This REMARKETING AGREEMENT dated as of July 1, 2008 between the City of Miami (the "City") and SunTrust Robinson Humphrey, Inc., a Tennessee corporation, as remarketing agent (the "Remarketing Agent"); WITNESSETH: WHEREAS, pursuant to Ordinance No. 11693, enacted by the City on August 14, 1998 (as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the City on October 27, 1998, collectively, the "1998 Bond Ordinance"), the City issued its $13,490,000 Parking System Revenue Refunding Bonds, Series 1998; and WHEREAS, on December 18, 2003, the City adopted Ordinance No. (the "2003 Ordinance"), pursuant to which the City determined to issue Additional Bonds under the terms of the 1998 Bond Ordinance to finance the cost of certain public parking improvements more particularly described in the 2003 Ordinance (the "Project"); and WHEREAS, on March 9, 2006, the City adopted Ordinance No. 12778 (the "2006 Ordinance") supplementing and amending the 1998 Bond Ordinance and the 2003 Ordinance to, among other things: (a) ratify the 2003 Ordinance and the delegated actions taken to date by officials of the City and the Department thereunder, and (b) redesignate the Additional Bonds authorized under the 2003 Ordinance as "Tax -Exempt Variable Rate Parking System Revenue Bonds of the City of Miami, Florida, Series 2006" (the "Tax -Exempt Series 2006 Bonds") and "Taxable Variable Rate Parking System Revenue Bonds of the City of Miami, Florida, Series 2006" (the "Taxable Series 2006 Bonds," together with the Tax -Exempt Series 2006 Bonds, collectively, the "Refunded Additional Bonds"); and WHEREAS, on , 2008, the City adopted Ordinance No. (the "Series Ordinance, together with the 2006 Ordinance and the 1998 Ordinance, the "Bond Ordinance") supplementing the 1998 Bond Ordinance and providing for the issuance, in one or more subseries, of its [$ 1 Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "2008 Tax -Exempt Bonds") and its [$ 1 Taxable Variable Rate Parking System Revenue Refunding Bonds (the "2008 Taxable Bonds;" the 2008 Tax -Exempt Bonds and the 2008 Taxable Bonds are sometimes collectively referred to herein as the "2008 Bonds") as a Series of Additional Bonds under the 1998 Bond Ordinance, as supplemented hereby, the proceeds of which will be used to currently refund and redeem all of the Refunded Additional Bonds; and WHEREAS, the 2008 Bonds are subject to purchase under certain circumstances, as described in the 2008 Bonds and in Article IV of the Series Ordinance; and WHEREAS, the City desires that the Remarketing Agent provide a mechanism for remarketing the 2008 Bonds according to the terms and subject to the conditions described herein; {R6079190_2} NOW, THEREFORE, for and in consideration of the covenants herein made, the parties hereto hereby agree as follows: Section 1. Definitions. Unless a different meaning clearly appears from the context, all words and terms used herein shall have the respective meanings assigned to such terms in the Bond Ordinance. Section 2. Remarketing of the 2008 Bonds. (a) Demand Purchase Option. So Iong as no Default under the Bond Ordinance has occurred and is continuing, upon delivery of notice to the Remarketing Agent in accordance with Section 6.01 of the Series Ordinance, the Remarketing Agent shall offer for sale and shall use its best efforts to remarket the 2008 Bonds referred to in such notice, any such sale to be made at a price equal to the principal amount thereof plus accrued interest thereon to the date of sale; provided, however, that the Remarketing Agent shall not offer for sale or remarket any 2008 Bonds pursuant to this Section 2(a) to the City or any of its affiliates. At or prior to 12:00 Noon, New York City, New York, time, on the date any 2008 Bonds are to be purchased pursuant to Section 6.01 of the Series Ordinance, the Remarketing, Agent shall give notice by telephone or telex, promptly confirmed in writing, to the City and the Trustee, specifying the principal amount of such 2008 Bonds, if any, remarketed by it pursuant to Section 2(a) hereof, and shall provide the proceeds of the sale of such 2008 Bonds to the Trustee. (b) Mandatory Purchase. Subject to the requirements of Section 2(c), below, at the request of the City, notice of such request having been received by the Remarketing Agent at least fifteen (15) days prior to a Mandatory Purchase Date in accordance with Sections 6.02, 6.03, 6.04 and 6.05 of the Series Ordinance, and so long as no default under the Bond Ordinance has occurred and is continuing, the Remarketing Agent agrees to offer for sale and use its best efforts to remarket the 2008 Bonds referred to in such notice, any such sale to be made at a price at least equal to the principal amount thereof; provided, however, that the Remarketing Agent shall not offer for sale or remarket any 2008 Bonds pursuant to this Section 2(b) to the City or any of its affiliates. (c) Requirements for Remarketing. The obligation of the Remarketing Agent to remarket 2008 Bonds delivered to the Trustee in connection with a Mandatory Purchase Date, as described in Section 2(b), above, shall be subject to the satisfaction of the following requirements: (i) satisfactory compensation and other terms and conditions shall have been agreed upon by the City and the Remarketing Agent; (ii) to the extent required by the Bond Ordinance, the Remarketing Agent shall have received an opinion of nationally recognized bond counsel to the effect that the interest on such 2008 Bonds will not be includable in gross income for Federal income tax purposes after the Mandatory Purchase Date; {R6079190_2} 2 (iii) the Remarketing Agent shall have received an official statement, or other appropriate disclosure document satisfactory in form and substance to the Remarketing Agent, to be used in connection with its efforts to remarket the 2008 Bonds; and (iv) the Remarketing Agent shall have received such additional documents, certificates and legal opinions as it may reasonably request. Further details regarding such remarketing shall be negotiated between the City and the Remarketing Agent prior to the Mandatory Purchase Date. Section 3. Remarketing Agent Compensation. (a) So long as the 2008 Bonds bear interest at the Daily Rate or the Weekly Rate, the City hereby agrees to pay to the Remarketing Agent a continuing remarketing and administration fee computed at the rate of 0.08% of the average daily aggregate principal amount of Bonds Outstanding from time to time, excluding Bank Bonds, calculated on the basis of a 360-day year, actual number of days elapsed, for the period from and including the date of issuance and delivery of the 2008 Bonds to and including the earlier of (i) the Mode Change Date preceding a change to a Mode other than a Daily Mode or a Weekly Mode or (ii) the date on which the 2008 Bonds mature, are fully redeemed, are accelerated or otherwise cease to be Outstanding, payable in arrears on July 1, 2009, and on the first day of each July thereafter, and on the earlier of the Mode Change Date preceding a change to a Mode other than a Daily Mode or a Weekly Mode or the date on which the 2008 Bonds mature, are fully redeemed, are accelerated or otherwise cease to be Outstanding. Notwithstanding the foregoing, the annual fee paid to the Remarketing Agent shall be no less than $2,500 in the aggregate. (b) If pursuant to Section 2(b) hereof the Remarketing Agent is requested by the City to use its best efforts to remarket the 2008 Bonds, the Remarketing Agent shall be paid such remarketing fee as may then be mutually agreed upon by the City and the Remarketing Agent. (c) In addition to the fees set forth above, the City hereby agrees to reimburse the Remarketing Agent for its actual out-of-pocket expenses reasonably incurred in connection herewith. The City also agrees to indemnify the Remarketing Agent for, and to hold it harmless against, any loss, liability or expense (including reasonable counsel fees and disbursements) incurred without gross negligence or willful misconduct on its part arising out of or in connection with its performance of its obligations hereunder. Section 4. Announcement of the Daily Rate and Weekly Rate. The Remarketing Agent agrees to use its best efforts to announce the Daily Rate and Weekly Rate on the date of issuance and delivery of the 2008 Bonds and on the first day of each Short Term Period thereafter at the dates and times provided in the Series Ordinance, until payment in full of the 2008 Bonds. The Remarketing Agent shall communicate the Daily Rate and Weekly Rate to the Trustee as provided in the Series Ordinance. (R6079I90_2} 3 Section 5. Proceeds of Sale of the 2008 Bonds. The proceeds of the sale of any 2008 Bonds as a result of the remarketing thereof by the Remarketing Agent, to the extent not used to pay the Purchase Price of such 2008 Bonds in accordance with Section 6.08 of the Series Ordinance, shall be paid in accordance with the provisions of Section 6.09 of the Series Ordinance. Section 6. Duties of the Remarketing Agent. By entering into this Agreement, SunTrust Robinson Humphrey, Inc. agrees to serve as the Remarketing Agent for the 2008 Bonds, on the terms and conditions set forth herein. The Remarketing Agent hereby designates as its Principal Office the address specified in Section 8 hereof. The Remarketing Agent hereby agrees to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the City or the Trustee at all reasonable times. Section 7. Successor Remarketing Agent. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least sixty (60) days' notice to the City and the Trustee; provided, however, that if the City is in default of its obligations under Section 3 hereof, such resignation and discharge shall become effective immediately upon the giving of notice by the Remarketing Agent to the City and the Trustee. The Remarketing Agent may be removed at any time, at the direction of the City, by an instrument signed by the City and filed with the Remarketing Agent and the Trustee, subject to the provisions of the Bond Ordinance. In the event that the Remarketing Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Remarketing Agent shall be taken under the control of any state or Federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the City shall appoint a successor Remarketing Agent meeting the requirements set forth herein and in the Bond Ordinance. Any successor Remarketing Agent shall be an institution authorized by law to perform all the duties imposed upon it under this Agreement. If a successor Remarketing Agent shall be appointed pursuant to this Section, all references herein to the "Remarketing Agent" shall thereafter refer to such successor Remarketing Agent. Section 8. Notices. Unless otherwise provided herein, all notices, requests, certificates or other communications hereunder shall be sufficiently given if the same shall be duly mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by any electronic method capable of creating a written document, in either case addressed as follows: {R6079190 2} 4 (a) if to the City: City of Miami Miami Parking Authority 190 N.E. Third Street Miami, Florida 33132 Attention: Executive Director (b) if to the Trustee: TD Bank, National Association Corporate Trust Services 7545 Centurion Parkway, #402 Jacksonville, Florida 32256 Attn: Jane Pope (c) if to the Remarketing SunTrust Robinson Humphrey, Inc. Agent: 3333 Peachtree Street llth Floor Atlanta, Georgia 30326 Attention: Municipal Desk A duplicate copy of each notice, certificate, request or other communication given hereunder by _any of the. parties_mentioned_above _to -any one of the others shall also be given to each of the others. Any party mentioned above may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. Section 9. Amendments. This Agreement may be amended by an instrument in writing signed by the City and the Remarketing Agent; provided, that the appointment of a substitute or successor Remarketing Agent hereunder shall be subject to receipt of the prior written consent of the Bank. Section 10. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Florida. Section 11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. {R6079190 2) 5 IN WITNESS WHEREOF, the parties hereto have caused this Remarketing Agreement to be duly executed as of the day and year first above written. THE CITY OF MIAMI By: Pedro G. Hernandez, City Manager [SEAL] Attest: By: Priscilla Thompson, City Clerk DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI By: Arthur Noziega, V., Executive Director For Miami -Dade County [SEAL] Attest: By: Secretary {R6079190_2} (Signature Page - Remarketing Agreement) SUNTRUST ROBINSON HUMPHREY, INC. By: Leif G. Chase, Vice President {R6079190 2} (Signature Page - Remarketing Agreement)