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HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM File ID: #7798 Date: Commission Meeting Date: 10/08/2020 Requesting Department: Department of Finance Sponsored By: District Impacted: All Type: Resolution Subject: Amend Supplemental Resolution - Santander Bank Purpose of Item: A RESOLUTION OF THE MIAMI CITY COMMISSION ("CITY COMMISSION"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE AFTER A DULY ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S WRITTEN RECOMMENDATIONS AND FINDINGS, ATTACHED AND INCORPORATED AS EXHIBIT "A", PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"); WAIVING THE REQUIREMENTS FOR ADDITIONAL COMPETITIVE SEALED BIDDING METHODS AND PROCEDURES AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CITY OF MIAMI ("CITY"); AMENDING AND SUPPLEMENTING THE PROVISIONS OF CITY COMMISSION RESOLUTION NO. R-19-0207, ADOPTED MAY 23, 2019 ("MASTER RESOLUTION") FOR THE CITY OF MIAMI'S ("CITY") TAX-EXEMPT MASTER VEHICLE LEASE PURCHASE AGREEMENT ("MASTER AGREEMENT"), (WITH THE MASTER RESOLUTION AND MASTER AGREEMENT ATTACHED AND INCORPORATED AS COMPOSITE EXHIBIT "A") WITH SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING FOR THE ACQUISITION OF POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME IN AN AMOUNT NOT TO EXCEED THIRTY-SIX MILLION DOLLARS ($36,000,000.00), WHICH WAS ORIGINALLY ADVERTISED PURSUANT TO THE REQUEST FOR PROPOSALS ISSUED APRIL 22, 2019 BY THE CITY'S FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM"), WITH THE ORIGINAL SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK; APPROVING THE CHANGES OF MAXIMUM INTEREST RATE AND INTEREST RATE CALCULATION FORMULA AS DESCRIBED IN EXHIBIT "B" ATTACHED HERETO AND INCORPORATED FOR THE SECOND DRAW AND ANY FUTURE DRAWS UNDER THE MASTER AGREEMENT; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THE MASTER AGREEMENT FOR SAID CHANGES IN THE MAXIMUM INTEREST RATE AND INTEREST RATE CALCULATION FORMULA FOR THE SECOND DRAW AND ANY FUTURE DRAWS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND TAX-EXEMPT LEASE/PURCHASE COUNSEL, AND ANY AND ALL AMENDMENTS AND DOCUMENTS REQUIRED BY SAID MASTER AGREEMENT, PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND TAX-EXEMPT LEASE/PURCHASE COUNSEL; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTION NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS OF THE CAPITAL EQUIPMENT TO BE FUNDING BY THE SECOND DRAW AND ANU FUTURE DRAWS UNDER THE MASTER AGREEMENT, AS AMENDED, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. Background of Item: The current City of Miami Lease Purchase Agreement (Master Lease Agreement) with Santander Bank calls for a rate of LIBOR plus a fixed Index Spread at the time of drawdown. LIBOR has gone from 2.4795% to 0.2468% The index spread requested from Santander would change from 0.5952% to 1.6374%, resulting in an estimated rate of 1.82%. The current contract is for an amount not to exceed $36M. To date the City has drawn down $9.3M and has approximately an additional $16.3M currently eligible for a subsequent draw. Budget Impact Analysis Item is NOT Related to Revenue Item has NOT an Expenditure Item is NOT funded by Bonds Total Fiscal Impact: $36 Million Department of Finance Department of Procurement Office of Management and Budget Office of Management and Budget City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney City Commission City Commission Office of the Mayor Office of the City Clerk Office of the City Clerk Legislative Division Office of the City Attorney Office of the City Attorney Office of the City Attorney Reviewed B Erica T Paschal Annie Perez Donovan Dawson Christopher M Rose Sandra Bridgeman Arthur Noriega V Valentin J Alvarez Barnaby L. Min Victoria Mendez Nicole Ewan Nicole Ewan Mayor's Office City Clerk's Office City Clerk's Office Valentin J Alvarez Xavier Alban Barnaby L. Min Victoria Mendez Department Head Review Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review City Manager Review Legislative Division Review Deputy City Attorney Review Approved Form and Correctness Meeting Meeting Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Completed Unsigned by the Mayor Completed Signed and Attested by the City Clerk Completed Rendered Completed Legislative Division Review ACA Review Deputy Attorney Review Approved Form and Correctness Completed Completed Completed Completed 09/02/2020 11:38 AM 09/03/2020 11:49 AM 09/11/2020 9:53 AM 09/15/2020 10:24 AM 09/15/2020 11:13 AM 09/15/2020 12:11 PM 09/15/2020 2:22 PM 09/15/2020 5:25 PM 09/15/2020 6:06 PM 09/24/2020 9:00 AM 10/08/2020 9:00 AM 10/14/2020 4:44 PM 10/14/2020 7:10 PM 10/14/2020 7:10 PM 10/23/2020 1:59 PM 10/23/2020 3:03 PM 10/24/2020 9:19 AM 10/26/2020 10:15 AM City of Miami Legislation Resolution Enactment Number: R-20-0315 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 7798 Final Action Date:10/8/2020 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, BY A FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE, AFTER A DULY ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S WRITTEN RECOMMENDATIONS AND FINDINGS, ATTACHED AND INCORPORATED AS EXHIBIT "A", PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"); WAIVING THE REQUIREMENTS FOR ADDITIONAL COMPETITIVE SEALED BIDDING METHODS AND PROCEDURES AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CITY OF MIAMI ("CITY"); AMENDING AND SUPPLEMENTING THE PROVISIONS OF RESOLUTION NO. R-19-0207 ADOPTED MAY 23, 2019, ATTACHED AND INCORPORATED AS PART OF COMPOSITE EXHIBIT "A" ("MASTER RESOLUTION"), FOR THE CITY OF MIAMI'S ("CITY") TAX-EXEMPT MASTER VEHICLE LEASE PURCHASE AGREEMENT, ATTACHED AND INCORPORATED AS PART OF COMPOSITE EXHIBIT "A" ("MASTER AGREEMENT"), WITH SANTANDER BANK FOR THE PROVISION OF CAPITAL FINANCING FOR THE ACQUISITION OF POLICE VEHICLES, GENERAL LIGHT FLEET VEHICLES, GENERAL HEAVY FLEET VEHICLES, AND FIRE APPARATUS VEHICLES AND FOR PAYMENT OF THE FINANCING COSTS OF THE SAME IN AN AMOUNT NOT TO EXCEED THIRTY-SIX MILLION DOLLARS ($36,000,000.00), WHICH WAS ORIGINALLY ADVERTISED PURSUANT TO THE REQUEST FOR PROPOSALS ISSUED APRIL 22, 2019 BY THE CITY'S FINANCIAL ADVISOR PUBLIC FINANCIAL MANAGEMENT, INC. ("PFM") WITH THE ORIGINAL SELECTION OF THE PROPOSAL SUBMITTED BY SANTANDER BANK; APPROVING THE CHANGES OF MAXIMUM INTEREST RATE AND INTEREST RATE CALCULATION FORMULA AS DESCRIBED IN EXHIBIT "B," ATTACHED AND INCORPORATED, FOR THE SECOND DRAW NOT TO EXCEED SIXTEEN MILLION, THREE HUNDRED EIGHTEEN THOUSAND, EIGHT HUNDRED SEVENTY-SEVEN DOLLARS AND NINETY-EIGHT CENTS ("SECOND DRAW") AND ANY FUTURE DRAWS THEREAFTER UNDER THE MASTER AGREEMENT THROUGH MARCH 30, 2021 FOR THE REMAINING TOTAL AMOUNT UNDER THE MASTER RESOLUTION AND MASTER AGREEMENT NOT TO EXCEED TWENTY- SIX MILLION, SEVEN HUNDRED FORTY-THREE THOUSAND, SEVEN HUNDRED TWENTY-ONE DOLLARS AND FORTY-FOUR CENTS ($26,743,721.44); AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A SUPPLEMENT AND AMENDMENT TO THE MASTER AGREEMENT FOR SAID CHANGES IN THE MAXIMUM INTEREST RATE AND INTEREST RATE CALCULATION FORMULA FOR THE SECOND DRAW AND ANY FUTURE DRAWS THEREAFTER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND TAX- EXEMPT LEASE/PURCHASE COUNSEL, AND ANY AND ALL OTHER AMENDMENTS AND DOCUMENTS REQUIRED BY SAID MASTER AGREEMENT PROVIDED THAT THE TERMS ARE CONSISTENT AND IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND TAX-EXEMPT LEASE/PURCHASE COUNSEL; FURTHER AUTHORIZING THE CITY MANAGER TO TAKE ANY AND ALL ACTIONS NECESSARY TO EFFECTUATE SAID LEASE/PURCHASE ACQUISITIONS OF THE CAPITAL EQUIPMENT TO BE FUNDED BY THE SECOND DRAW AND ANY FUTURE DRAWS UNDER THE MASTER AGREEMENT, AS AMENDED, THROUGH MARCH 30, 2021, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami's ("City") Financial Advisor, PFM Financial Advisors LLC (formerly Public Financial Management, Inc.) ("PFM"), through a competitive solicitation issued on April 22, 2019, requested proposals for tax-exempt vehicle financing and recommended Santander Bank, N.A. ("Santander") as submitting the proposal with the most competitive terms and conditions and providing the lowest costs of funds ("Proposal"); and WHEREAS, on May 23, 2019, the City Commission approved Resolution No. R-19- 0207, attached and incorporated as part of Composite Exhibit "A" ("Master Resolution"), which authorized the acquisition of approximately Five Hundred Forty (540) police vehicles, general light fleet vehicles, general heavy fleet vehicles, and fire apparatus vehicles (collectively, "Vehicles") in the not -to -exceed total aggregate principal amount of Thirty Six Million Dollars ($36,000,000.00) to be repaid according to the respective useful lives of the Vehicles at five (5), seven (7), or ten (10) years at an interest rate formula for the first year of the Proposal from Santander; and WHEREAS, the City entered into a tax-exempt Master Vehicle Lease Purchase Agreement dated June 20, 2019, attached and incorporated as part of Composite Exhibit "A" ("Master Agreement"), in an aggregate principal total amount not to exceed Thirty -Six Million Dollars ($36,000,000.00) and completed its first draw for the financing of the Vehicles and costs of financing thereof ("First Draw") pursuant to Schedule No. 1 to the Master Agreement dated April 15, 2020 in the total principal amount of Nine Million Two Hundred Fifty -Six Thousand, Two Hundred Seventy -Eight Dollars and 56/100 ($9,256,278.56) at an annual interest rate of 1.167% per year for five (5) years; and WHEREAS, pursuant to the terms and conditions of the Proposal and the Master Agreement, Santander conducted its first annual credit review and notified the City that financial market conditions have changed over the last twelve (12) months which would not allow Santander to continue to fund the remaining draws under the Master Agreement according to the original interest rate structure; and WHEREAS, as set forth in the findings and recommendations memorandum from the Finance Director as approved by the City Manager, attached and incorporated as part of Composite Exhibit "A" ("Findings and Recommendations Memorandum"), it is in the best interests of the City pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as amended ("City Code"), to waive the requirements for additional competitive sealed bidding methods and procedures as not being practicable or advantageous to the City and to amend and supplement the Master Resolution and the Master Agreement to approve changes for the remaining Twenty -Six Million, Seven Hundred Forty -Three Thousand, Seven Hundred Twenty - One Dollars and Forty -Four Cents ($26,743,721.44) in the maximum interest rate and interest rate formula described in Exhibit "B," attached and incorporated, for the Second Draw, as defined below, and any future draws through March 30, 2021 to continue tax-exempt financings for the City's acquisitions of the Vehicles; and WHEREAS, the required public notice of today's hearing was published on September 14, 2020 in the Daily Business Review; and WHEREAS, it is in the best interests of the City to amend and supplement the Master Resolution and the Master Agreement with Santander in order to undertake the Second Draw and continue to finance the Vehicles and the costs of financing thereof in the not to exceed amount of Sixteen Million, Three Hundred Eighteen Thousand, Eight Hundred Eighty Seven Dollars and Ninety -Eight Cents ($16,318,887.98) ("Second Draw") and any future draws through March 30, 2021 upon approval of this Resolution at the proposed changes in the maximum interest rate and the interest rate formula as described in Exhibit "B," attached and incorporated; and WHEREAS, pursuant to Section 18-85(a) of the City Code, the City Commission, after a duly noticed public hearing, by a four -fifths (4/5ths) affirmative vote, ratifies, approves, and confirms the City Manager's approval of the written Findings and Recommendations Memorandum, attached and incorporated as part of Composite Exhibit "A", and waives competitive bidding as set forth below; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Pursuant to Section 18-85(a) of the City Code, the City Commission hereby ratifies, approves, and confirms the City Manager's written approval of the Findings and Recommendations Memorandum, attached and incorporated as part of Composite Exhibit "A", and waives the requirements for additional competitive sealed bidding methods and procedures as not being practicable or advantageous to the City for the continued financings of the Vehicles and the financing costs thereof. Section 3. The City Commission hereby authorizes', amends, and supplements the provisions of the Master Resolution and the Master Agreement, attached and incorporated as part of Composite Exhibit "A", with Santander for the provision of capital financing of the Vehicles and the financing costs of the same by approving the changes for the remaining Twenty -Six Million, Seven Hundred Forty -Three Thousand, Seven Hundred Twenty -One Dollars and Forty -Four Cents ($26,743,721.44) of the maximum interest rate and interest rate calculation as described in Exhibit "B," attached and incorporated, for the Second Draw in the not to exceed amount of Sixteen Million, Three Hundred Eighteen Thousand, Eight Hundred Eighty Seven Dollars and Ninety -Eight Cents ($16,318,887.98) and any future draws through March 30, 2021 for the remaining total amount under the Master Resolution and Master Agreement not to exceed Twenty -Six Million Seven Hundred Forty -Three Thousand, Seven Hundred Twenty -One Dollars and Forty -Four Cents ($26,743,721.44). Section 4. The City Manager is hereby authorized' to negotiate and execute a supplement and amendment to the Master Agreement for said changes in the maximum interest rate and interest rate calculation formula for the Second Draw and any future draws thereafter, in a form acceptable to the City Attorney and Tax -Exempt Lease/Purchase Counsel, and any and all other amendments and documents required by said Master Agreement, provided that the terms are consistent and in a form acceptable to the City Attorney and Tax -Exempt Lease/Purchase Counsel. Section 5. The City Manager is further authorized' to take any and all actions necessary to effectuate said lease/purchase acquisitions of the capital equipment to be funded by the Second Draw and any future draws under the Master Agreement, as amended, through March 30, 2021, subject to the availability of funds and budgetary approval at the time of need. 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. Section 6. 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. Section 7. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 8. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ndez, City Attor ey 9/15/2020 ndez, it)/ Attor ey 10/26/2020 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) 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.