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HomeMy WebLinkAboutO-13827City of Miami 1 i.RR cl Legislation �a�lldl 1lm try Ordinance: 13827 File Number: 5479 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 3/28/2019 AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENTS, PROVIDING FOR THE BORROWING IN THE FORM OF A REVOLVING LINE OF CREDIT IN A TOTAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED TEN MILLION DOLLARS ($10,000,000.00) (COLLECTIVELY, "LINE OF CREDIT") FROM CAPITAL BANK, A DIVISION OF FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, TO FINANCE THE PROJECTS DESCRIBED BELOW; PROVIDING FOR THE ISSUANCE OF THE CITY OF MIAMI TAX-EXEMPT PARKING SYSTEM LINE OF CREDIT NOTE, SERIES 2019A AND CITY OF MIAMI TAXABLE PARKING SYSTEM LINE OF CREDIT NOTE, SERIES 2019B (COLLECTIVELY, "NOTES"); PAYABLE FROM PARKING SYSTEM REVENUES OF THE CITY'S DEPARTMENT OF OFF- STREET PARKING A/K/A MIAMI PARKING AUTHORITY ("MPA"); PROVIDING FOR THE PAYMENT OF THE NOTES; AUTHORIZING THE NEGOTIATION AND THE EXECUTION BY THE CITY MANAGER, THE MPA'S CHIEF EXECUTIVE OFFICER, MPA'S CHIEF FINANCIAL OFFICER, AND ALL OTHER NECESSARY CITY AND MPA OFFICIALS OF THE NOTES AND ALL FINANCING DOCUMENTS IN CONNECTION WITH THE NOTES, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL; AUTHORIZING FURTHER OFFICIAL ACTION IN CONNECTION WITH THE DELIVERY OF THE NOTES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 21, 2018, the City of Miami's ("City") Department of Off -Street Parking a/k/a Miami Parking Authority ("MPA") issued a Request for Proposals ("RFP") in order to identify a banking institution that can best provide the City and the MPA with a tax-exempt and taxable revolving Line of Credit; and WHEREAS, the Line of Credit will be used to fund capital Projects as defined below; and WHEREAS, the MPA received a proposal from Capital Bank, a division of First Tennessee Bank, National Association ("Lender"), and the Lender has agreed to make two (2) Lines of Credit available to the City on behalf of the MPA; and WHEREAS, on January 23, 2019, an Evaluation Committee determined that the Lender offered the best proposal; and WHEREAS, on February 6, 2019, the MPA's Board of Directors accepted the Lender's proposal and made a recommendation to the City, the minutes of which meeting and recommendation memorandum are attached and incorporated along with the RFP and the Commitment as Composite Attachment "A;" and WHEREAS, the City, based upon the foregoing determinations in the MPA Board's Resolution, has determined that it is in the best interest of the health, safety, and welfare of the City of Miami Page 1 of 6 File ID: 5479 (Revision: A) Printed On: 4/8/2019 File ID: 5479 Enactment Number: 13827 City, the MPA, and the inhabitants thereof that the City pledge the Pledged Revenues, as defined below, to secure the obligations of the City to repay the principal of and interest on the Notes when due; and WHEREAS, the obligation of the City to repay principal of and interest on the Notes will not constitute a general obligation or indebtedness of the City as a "bond" within the meaning of any provision of the Constitution or laws of the State, but shall be and is hereby declared to be a special, limited obligation of the City and of the MPA, secured solely by the Pledged Revenues; and WHEREAS, the City is not authorized to levy taxes on any property of or in the City to pay the principal of or interest on the Notes or to make any other payments provided for herein; and WHEREAS, the City and the MPA have previously determined that it is necessary for the health, safety, and welfare of the City, the MPA, and the inhabitants thereof to construct the capital Projects, as hereinafter defined, and that issuance of the Notes satisfies an essential public purpose; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA AS FOLLOWS: Section 1. Authority for this Ordinance. This Ordinance is enacted pursuant to the provisions of Chapter 166, Part II, Florida Statutes, as amended; the Bond Ordinance (defined below); the Charter of the City of Miami, Florida, as amended; the Code of the City of Miami, Florida, as amended; and other applicable provisions of law (collectively, "Act"). Section 2. Definitions. The following terms shall have the following meanings when used in this Ordinance unless the context clearly requires otherwise. Words importing the singular shall include the plural in each case and vice versa, and words importing persons shall include firms and corporations. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Line of Credit Agreement as defined below. "Bond Ordinance" means Ordinance No. 11693 as enacted by the City Commission on August 14, 1998 and amended by Ordinance No. 11719 enacted by the City Commission on October 27, 1998. "Charter" means the Charter of the City of Miami, Florida, as amended. "City' means the City of Miami, Florida, a municipal corporation of the State of Florida. "City CFO" means the Chief Financial Officer of the City. "City Code" means the Code of the City of Miami, Florida, as amended. "City Commission" means the Miami City Commission, the governing body of the City. "City Manager" means the City Manager of the City or his designee. "Clerk" means the Clerk of the City or his designee. City of Miami Page 2 of 6 File ID: 5479 (Revision: A) Printed on: 4/8/2019 File ID: 5479 Enactment Number: 13827 "Commitment' means the Commitment dated January 14, 2019 for purchase of the Notes and the provision of the revolving lines of credit submitted to the City and the MPA by the Lender and accepted by the City and the MPA with such changes as agreed to by the City, the MPA, and the Lender. "Finance Director" means the Finance Director of the City. "Financial Advisor" means the MPA's financial advisor, which is Hilltop Securities Inc. "IRS Code" means the Internal Revenue Code of 1986, as amended. "Lender" means Capital Bank, a division of First Tennessee Bank, National Association, a state banking corporation, and its successors and/or assigns. "Line of Credit Agreement' means the agreement between the Lender and the City, on behalf of the MPA, setting forth the terms and details of the lines of credit, in substantially the form attached hereto as Exhibit 'A" with such modifications or changes thereto as may be necessary or desirable, in the opinion of the City Attorney and Bond Counsel, to conform the terms thereof to the terms of the Commitment or to secure for the City any additional rights or privileges not inconsistent with the terms of the Commitment, such approval of the modifications or changes to be presumed by the execution and delivery thereof by the City and the MPA to the Lender. "Loan" means the revolving lines of credit in the total aggregate principal amount not to exceed Ten Million Dollars ($10,000,000.00) at any one time from the Lender to the City on behalf of the MPA pursuant for the capital Projects and in accordance with the Line of Credit Agreement. "MPA" means the City's Department of Off -Street Parking a/k/a Miami Parking Authority. "MPA Board" means the Board of Directors of the MPA. "MPA CEO" means the Chief Executive Officer of the MPA or his designee. "MPA CFO" means the Chief Financial Officer of the MPA or his designee. "Notes" mean, collectively, the Series 2019A Note and the Series 2019B Note. "Ordinance" means, collectively, this Ordinance and all Ordinances amendatory hereof and supplemental hereto. "Pledged Revenues" mean those revenues as defined in the Line of Credit Agreement. "Projects" mean capital improvement projects, including land acquisition, new parking facilities and related projects, improvements to existing parking facilities, and other system related capital projects including any Additional System Facilities. "Series 2019A Note" means the City Parking System Tax -Exempt Line of Credit Note, Series 2019A, authorized herein, in substantially the form attached to the Line of Credit Agreement as Exhibit "A-1," with such modifications or changes thereto as may be necessary or desirable, in the opinion of the City Attorney and Bond Counsel, to conform the terms thereof to the terms of the Commitment or to secure for the City and the MPA any additional rights or City of Miami Page 3 of 6 File ID: 5479 (Revision: A) Printed on: 4/8/2019 File ID: 5479 Enactment Number: 13827 privileges not inconsistent with the terms of the Commitment, such approval of the modifications or changes to be presumed by the execution and delivery thereof by the City and the MPA to the Lender. "Series 20198 Note" means the City's Taxable Parking System Line of Credit Note, Series 2019B, authorized herein, in substantially the form attached to the Line of Credit Agreement as Exhibit "A-2," with such modifications or changes thereto as may be necessary or desirable, in the opinion of the City Attorney and Bond Counsel, to conform the terms thereof to the terms of the Commitment or to secure for the City and the MPA any additional rights or privileges not inconsistent with the terms of the Commitment, such approval of the modifications or changes to be presumed by the execution and delivery thereof by the City and the MPA to the Lender. Section 3. Recitals and Findings. The recitals contained in the Preamble to this Ordinance are adopted by reference and incorporated as if fully set forth in this Section. It is hereby found, declared, and determined by the City Commission: (A) The City and the MPA have determined that it is necessary and in the best interests of the health, safety, and welfare of the City, the MPA, and its inhabitants that the City finance the costs and expenses associated with the Projects. Issuance of the Notes satisfies a public purpose. (B) The Notes will be payable from the Pledged Revenues. The Pledged Revenues are expected to be sufficient to pay the Notes as the same become due. (C) The MPA Board and the City Commission have determined that the Lender's Commitment contained terms favorable to the City and the MPA. (D) Because of the characteristics of the Notes, prevailing market conditions, and an ability to have an expeditious sale of the Notes, it is in the best interest of the City and the MPA to sell the Notes at a private negotiated sale to the Lender. The City and the MPA have received the Commitment from the Lender for the Loan, and, it is in the best interests of the City and the MPA that the Commitment be accepted. Prior to the issuance of the Notes, the City and the MPA shall receive from the Lender a Lender's Certificate, the draft form of which is attached and incorporated as Exhibit "B," and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a draft form of which is attached and incorporated as Exhibit 11C.15 (E) The obligation of the City and the MPA to repay the Notes in accordance with its terms and to make the payments required under the Line of Credit Agreement is hereby declared to be and shall be a special, limited obligation of the City and the MPA, secured solely by the Pledged Revenues. The obligation of the City and the MPA to repay the Notes in accordance with its respective terms and to make any other payments, if any, required under the Notes or the Line of Credit Agreement shall not be or constitute a general obligation or indebtedness of the City and the MPA and neither the Notes nor the Line of Credit Agreement shall be or constitute a "bond" of the City or of the MPA within the meaning of Article VII, Section 12, Florida Constitution (1968). Neither the Lender nor any successor owner of the Notes shall be entitled to compel the payment of the principal of or interest on the Notes or the making of any payments required under the Notes or the Line of Credit Agreement from any monies of the City or of the MPA other than the Pledged Revenues as provided herein and in the Line of Credit Agreement. City of Miami Page 4 of 6 File ID: 5479 (Revision: A) Printed on: 4/8/2019 File ID: 5479 Enactment Number: 13827 Section 4. Approval of Commitment. The City and the MPA accept the Lender's Commitment. Section 5. Authorization of Notes and Projects. Subject and pursuant to the provisions hereof and in accordance with the provisions of the Line of Credit Agreement, the issuance by the City of its Notes on behalf of the MPA in connection with the Projects in an aggregate principal amount of not to exceed Ten Million Dollars ($10,000,000.00) at any one time to be dated, to bear interest at a variable rate to be payable, to mature, to be subject to redemption, and to have such other characteristics as provided in the Notes, the Line of Credit Agreement, and the Commitment and to be secured as provided in the Line of Credit Agreement are hereby authorized.' The financing of the Projects with proceeds from the Loan is hereby approved. Section 6. Approval and Authorization of Form of Line of Credit Agreement and Notes. The Line of Credit Agreement and the Notes, the draft forms of which are attached and incorporated as Combined Exhibit "A," are approved and the City Manager, the MPA CEO, MPA CFO, Clerk, City's Risk Management Director, and City Attorney are authorized' to negotiate any further changes thereto for consistency with the RFP and the Commitment, each in a form acceptable to the City Attorney and Bond Counsel, to execute and deliver the Line of Credit Agreement and the Notes to the Lender, and to take such other actions as shall be necessary to consummate the Loan. Section 7. Authorization of Other Action. The Clerk, the City Manager, the MPA CEO, the MPA CFO, the City CFO, the Finance Director, the City's Risk Management Director, and the City Attorney are each designated agents of the City and the MPA, respectively, in connection with the negotiation, execution, and delivery of the Line of Credit Agreement and the Notes and are authorized' and empowered, collectively or individually, to take any and all actions and steps to negotiate, execute, and deliver any and all instruments, documents, or contracts on behalf of the City and the MPA which are necessary or desirable in connection with the execution and delivery of the Line of Credit Agreement and the Notes to the Lender, including, but not limited to, the making of modifications to the Line of Credit Agreement and the Notes to conform the provisions thereof to the provisions of the RFP and the Commitment, all in a form acceptable to the City Attorney and Bond Counsel. Section 8. Application of Proceeds of Loan. The proceeds of the Loan shall be used to pay costs of the Projects and pay related associated costs of issuance, including but not limited to legal and financial advisory fees, costs, and expenses. Section 9. Repeal of Inconsistent Provisions. All ordinances or parts thereof in conflict with this Ordinance are hereby repealed to the extent of such conflict. Section 10. Severability. If any one or more of the covenants, agreements, or provisions of this Ordinance 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 separate from the remaining covenants, agreements, or provisions and in no way affect the validity of all other provisions of the Ordinance or of the Notes or Line of Credit Agreement or of any other instrument, document, or contract delivered hereunder. ' The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 5 of 6 File ID: 5479 (Revision: A) Printed on: 4/8/2019 File ID: 5479 Enactment Number: 13827 Section 11. Amendment. This Ordinance may not be amended or repealed except with the prior written consent of the Lender. Section 12. Effective Date. This Ordinance shall take effect immediately upon its enactment and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 1 i ria i "ndez, City Attor ey 3/28/2019 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. City of Miami Page 6 of 6 File ID: 5479 (Revision: A) Printed on: 4/8/2019