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HomeMy WebLinkAboutLegislationCity of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00981 Final Action Date: A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED FORTY MILLION DOLLARS ($40,000,000) IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2008, TO REFUND ALL OF THE CITY'S OUTSTANDING NON -AD VALOREM VARIABLE RATE REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2006; MAKING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE NEGOTIATION AND DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; RATIFYING, CONFIRMING AND APPROVING THE SENDING OF THE CONDITIONAL NOTICE OF REDEMPTION; APPROVING THE FORM AND AUTHORIZING, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, THE EXECUTION AND DELIVERY OF A SERIES 2008 INDENTURE PURSUANT TO WHICH THE BONDS WILL BE ISSUED; RATIFYING, CONFIRMING AND APPROVING THE SELECTION OF THE UNDERWRITERS; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, A MUNICIPAL BOND INSURANCE POLICY TO INSURE SAID BONDS, AND/OR A RESERVE FACILITY FOR DEPOSIT IN THE RESERVE FUND, IF NECESSARY, AND TO EXECUTE AND DELIVER, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, ANY RELATED AGREEMENTS IN CONNECTION THEREWITH; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, OF A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DELIVERY, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, 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 AND AUTHORIZING, SUBJECT TO APPROVAL OF LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY, THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL NECESSARY CITY OFFICIALS TO UNDERTAKE ALL OTHER REQUIRED ACTIONS FOR SAID PURPOSES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the "City") has previously issued its $62,135,000 original File Number 08-00981 aggregate principal amount of Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995 (the "Series 1995 Bonds"), of which $30,875,000 aggregate principal amount is currently outstanding, pursuant to Resolution 95-564 (the "1995 Authorizing Resolution") adopted by the City Commission of the City {the "Commission") on July 13, 1995 and 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 and Wachovia Bank National Association (the "Trustee"); and WHEREAS, the City has also previously issued its $30,615,000 Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 (the "Series 2006 Bonds"), pursuant to Resolution No. R-04-0697 adopted by the Commission on October 28, 2004, Resolution No. R-06-0671 (the "2006 Authorizing Resolution") for the purpose of refunding a portion of the Series 1995 Bonds and has entered into an interest rate swap (the "Swap") 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 1SDA 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, as amended on October 27, 2006; and WHEREAS, due to the recent downgrade of MBIA Insurance Corporation and the increase in the variable rate interest rate on the Series 2006 Bonds, the City finds it is in the City's best interest to refund all of the Series 2006 Bonds, and to issue bonds (the "Series 2008 Bonds") at a Fixed Rate as defined in and pursuant to the Master Indenture and a Series 2008 Indenture to be dated as of September 1, 2008 (the "Series 2008 Indenture" and, together with the Master Indenture, the "Indenture") between the City and the Trustee, a form of which Series 2008 Indenture is attached hereto as Exhibit "A"; and WHEREAS, due to the timing constraints on the issuance of the Series 2008 Bonds, it was necessary to have the City Manager, pursuant to the Master Indenture, request and provide for the Trustee to send a conditional notice of redemption with respect to the Series 2006 Bonds; and WHEREAS, it is necessary to terminate the Swap Agreement in connection with the refunding of the Series 2006 Bonds, and to pay a termination payment to the Counterparty in connection therewith; and WHEREAS, the City desires to approve the negotiated sale of such Series 2008 Bonds, to approve the forms, subject to approval of legal forms and correctness by the City Attomey, of certain agreements in connection with the issuance of such Series 2008 Bonds, to delegate to the City Manager the negotiation and determination of certain details of the Series 2008 Bonds, to provide for the redemption of all of the Series 2006 Bonds, to authorize the payment of a termination payment to the Counterparty (the "Swap Termination Payment") 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 2008 Bonds and the redemption of the Series 2006 Bonds; 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 File Number. 08-00981 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: A. It is in the best interests of the City, its citizens and taxpayers to issue the Series 2008 Bonds at a fixed rate in order to provide for a refunding of all of the Series 2006 Bonds. 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 and interest on the Series 2006 Bonds. C. It is necessary in connection with the refunding of the Series 2006 Bonds to terminate the Swap Agreement, and to pay to the Counterparty the Swap Termination Payment, in connection therewith. D. In accordance with Section 218.385(1), Florida Statutes, as amended, the City Commission hereby finds, determines and declares, that a negotiated sale of the Series 2008 Bonds is in the best interests of the City due to the complexities of the market and timing of the issuance of the Series 2008 Bonds as refunding bonds and to provide for the redemption of all of the Series 2006 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, all capitalized terms shall have the meaning ascribed to such terms in the Master Indenture. "Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the form attached -to this Resolution as Exhibit "B" hereto to be delivered by the City in accordance with Section 6 of this Resolution. "City" means the City of Miami, Florida, a municipal corporation. "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 "D" hereto to be delivered by the City in accordance with Section 9 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. File Number. 08-00981 "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. "Refunded Bonds" means all of the Series 2006 Bonds. Section 4. Authorization to Issue the Series 2008 Bonds and to Refund the Refunded Bonds. The City hereby authorizes the issuance of the Series 2008 Bonds and the refunding of all of the Refunded Bonds. Subject and pursuant to the provisions hereof, the Series 2008 Bonds to be known as "City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008" are hereby authorized to be issued at one time or as needed in an aggregate principal amount not to exceed Forty Million Dollars ($40,000,000), for the purposes of, together with other available moneys, (i) redeeming all of the Refunded Bonds; (ii) paying the Swap Termination Payment; (iii) funding a deposit or paying the cost of a Reserve Facility to deposit into the Debt Service Reserve Fund, as defined in the Series 2008 Indenture, if necessary; and (iv) paying the costs of issuance of the Series 2008 Bonds. The City Manager is hereby authorized to provide for the redemption of the Refunded Bonds. The City hereby ratifies, confirms and approves the mailing of a conditional notice of redemption in connection with the redemption of the Refunded Bonds. The City Manager is hereby authorized and directed to award the Series 2008 Bonds to J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Raymond James & Associates, Inc., and Banc of America Securities LLC. (collectively, the "Underwriters") provided that the gross underwriting spread shall not exceed $6.50 per $1,000 of Series 2008 Bonds issued. The Series 2008 Bonds shall be dated such date, shall be issued in such principal amounts, shall bear interest at a Fixed Rate at a true interest cost not to exceed 8.0%, shall accrue interest from the date thereof, shall mature on the first day of December not later than 2025, shall be issued as Serial Bonds and/or Term Bonds and if as Term Bonds to be subject to Amortization Requirements, may be subject to optional redemption and mandatory redemption and may require a deposit to the Debt Service Reserve Fund if determined to be necessary by the City Manager in the marketing of the Series 2008 Bonds, all as set forth in the Bond Purchase Agreement, as such terms may be approved by the City Manager, subject to approval of legal form and correctness by the City Attorney, 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 2008 Indenture; Appointment of Trustee. The execution and delivery of the Series 2008 Indenture is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager to determine the final provisions of the Series 2008 Indenture. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Series 2008 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 final legal form and correctness of which is to be approved by the City Attorney. The execution, attestation and delivery of the Series 2008 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 Trustee under the Master Indenture and is hereby appointed as Trustee under the Series 2008 Indenture. Section 6. Authorization and Approval of the Bond Purchase Agreement. The execution and File Number 08-00981 delivery of the Bond Purchase Agreement with the Underwriters is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager to negotiate and to determine the final provisions of the Bond Purchase Agreement, within the parameters for the issuance of the Series 2008 Bonds set forth in Section 4 of this Resolution. Upon compliance by the Underwriters 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 "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 final legal form and correctness of which is to be approved by the City Attorney. 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 2008 Bonds. Based on the findings set forth in Section 2 hereof, the Commission hereby approves the negotiated sate of the Series 2008 Bonds to the Underwriters, and the Series 2008 Bonds shall be sold and awarded to the Underwriters; 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 a Preliminary Official Statement and a Final Official Statement. The use and distribution of a preliminary official statement (the "Preliminary Official Statement") in connection with the marketing of the Series 2008 Bonds is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" 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, an Official Statement relating to the Series 2008 Bonds with such changes from the Preliminary OfficialStatementto reflect the sale of theSeries2008 Bonds, 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 final legal form and correctness of which is to be approved by the City Attorney. The City Manager is hereby authorized to deem the Preliminary- 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 Preliminary Official Statement and the final 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 2008 Bonds. Section 9. Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Series 2008 Bonds, the City agrees in accordance with the Rule and as the only obligated person with respect to the Series 2008 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 Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement") with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as Exhibit "D", with such changes, insertions and omissions and such filling -in of blanks therein as may be approved by the Finance Director and in consultation with File Number 08-00981 the City Attorney, Bond Counsel and the City's disclosure counsel, the final legal form and correctness of which is to be approved by the City Attorney. 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 9 shall not constitute a default under the 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 10. Municipal Bond Insurance and/or Reserve Facility. In order to produce the lowest true interest cost possible for the_Series-2008 Bondsr-anyportiorrthereof, the City Manager is hereby authorized to secure a Credit Facility in the form of a municipal bond insurance policy and/or a Reserve Facility, in the form of a reserve surety or letter of credit, with respect to the Series 2008 Bonds, if, after consultation with the Financial Advisor and the Finance Director, the City Manager determines that obtaining such Credit Facility and/or Reserve Facility is in the best interests of the City. The City Manager is hereby authorized to provide for the payment of any premium(s) on such Credit Facility and/or Reserve Facility from the proceeds of the issuance of the Series 2008 Bonds and the City Manager is to enter into such agreements as may be necessary to secure such Credit Facility and/or Reserve Facility. The City Manager's execution of any such agreements, after consultation with the City Attomey and Bond Counsel, is to be conclusive evidence of the City's approval thereof, the final legal form and correctness of which is to be approved by the City Attorney. Section 11. Approvalofthe Termination of the Swap Agreement and Swap Termination Payment. The termination of the Swap Agreement is hereby authorized and approved and the payment of any Swap Termination Payment related thereto from the proceeds of the Series 2008 Bonds is hereby authorized. The Commission hereby authorizes and directs the City Manager to determine the final provisions relating to the termination of the Swap Agreement, including the determination of the amount of the Swap Termination Payment. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver any Confirmation relating to the termination of the Swap 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, Bond Counsel and the Financial Advisor, the final legal form and correctness of which is to be approved by the City Attorney. The execution, attestation and delivery of the Confirmation, 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 12. Series 2008 Bonds Not to be General Obligations of the City. The Series 2008 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 File Number. 08-00981 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 2008 Bonds or the interest thereon, nor shall any Bondholder be entitled to payment of such principal of, premium, if any, 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 2008 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 13. Pledge. The payment of the principal of, premium, if any, and interest on the Series 2008 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. Section 14. 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 2008 Bonds issued hereunder. Section 15. Further Authorizations. The Mayor and the City Manager or either of them and the City Clerk, the Finance Director and the City Attorney and all 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 2008 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute, subject to approval of legal form and correctness by the City Attorney, all instruments, documents and contracts on behalf of the City, including, but not limited to, the execution of documentation required in connection with the negotiated sale of the Series 2008 Bonds to the Underwriters, that are necessary or desirable in connection with the sale, execution and delivery of the Series 2008 Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Bond Purchase Agreement, the Indenture, the Continuing Disclosure Agreement, the Preliminary Official Statement, the final Official Statement or any action relating to the Series 2008 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 2008 Bonds and the termination of the Swap Agreement and the redemption of the Refunded Bonds and the payment of such Swap Termination Payment are hereby authorized to be paid from the proceeds of the Series 2008 Bonds. Section 16. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 17. Effective Date. This Resolution shall become effective immediately upon its adoption and signature by the Mayor.{1} APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY File Number. 08-00981 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.