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HomeMy WebLinkAbout2006-26153 Reso IncRESOLUTION NO. 2006-261.53 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING FOUR LOANS FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN POOL PROGRAM AND, AS EVIDENCE OF SUCH LOANS, THE ISSUANCE OF (i) NOT TO EXCEED $18,300,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2006B-2, AND NOT TO EXCEED $5,700,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2006E, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY, PURSUANT TO SECTION 209 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995, AND (ii) NOT TO EXCEED $8,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2006B-1, AND NOT TO EXCEED $27,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2006C, FOR THE PRINCIPAL PURPOSE OF REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 1995, PURSUANT TO SECTION 210 OF SAID RESOLUTION NO. 95-21585; PROVIDING THAT SAID LOANS AND SERIES 2006 BONDS SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585, CERTAIN LOAN AGREEMENTS RELATING TO THE LOANS AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE LOANS AND THE SERIES 2006 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE LOANS, THE ISSUANCE OF THE SERIES 2006 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING THE NEGOTIATED BORROWING AND SALE OF THE SERIES 2006 BONDS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION, AUTHENTICATION AND DELIVERY OF THE SERIES 2006 BONDS; APPOINTING A BOND REGISTRAR FOR THE SERIES 2006 BONDS; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF THE LOAN AGREEMENTS; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2006 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND, AS APPLICABLE, REDEMPTION OF THE BONDS TO BE REFUNDED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; APPROVING THE FORMS OF AND USE OF CERTAIN DISCLOSURE MIAMI/4156852.4 INFORMATION; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; APPROVING AND RATIFYING THE RETENTION OF A FINANCIAL ADVISOR; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City") currently owns, maintains and operates a Water and Sewer Utility (as such term and all other capitalized terms used in this resolution and not defined herein are defined in the hereinafter described Original Resolution or Loan Agreements); and WHEREAS, the City has heretofore issued its (i) $59,060,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 1995, currently Outstanding in the principal amount of $36,660,000 (the "Outstanding Series 1995 Bonds"), pursuant to Resolution No. 95-21585 adopted by the Commission on May 17, 1995 (the "Original Resolution" and as amended and supplemented from time to time, the "Bond Resolution"), and (ii) $54,310,000 original principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 2000, all of which are currently Outstanding, pursuant to the Original Resolution and Resolution No. 2000-24041 adopted by the Commission on July 26, 2000; and WHEREAS, the City has determined that certain capital improvements to the Water and Sewer Utility as more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the "Series 2006 Project") are necessary and desirable for the furtherance of the health, safety and welfare of the users of the Water and Sewer Utility and the residents of the City; and MIAMI/4156852 WHEREAS, the City of Gulf Breeze, Florida (the "Sponsor"), has established a loan pool program (the "Program") for the purpose of financing and refinancing certain projects of participating local governmental entities situated in the State of Florida; and WHEREAS, the City has determined that it is financially beneficial to borrow funds from the Program pursuant to two loans to be made by the Sponsor to the City thereunder in an aggregate principal amount not to exceed $18,300,000 (the "Series 2006B-2 Loan") and in an aggregate principal amount not to exceed $5,700,000 (the "Series 2006E Loan" and together with the Series 2006B-2 Loan, the "Series 2006 Project Loans") to pay, together with any other available moneys of the City, the Cost of the Series 2006 Project; and WHEREAS, to evidence its obligation to repay the Series 2006B-2 Loan, the City will execute and deliver a Loan Agreemem (the "Series 2006B-2 Loan Agreement") and issue a Series of Additional Bonds under the Bond Resolution as described below, and to evidence its obligation to repay the Series 2006E Loan, the City will execute and deliver a Loan Agreement (the "Series 2006E Loan Agreement" and together with the Series 2006B-2 Loan Agreement, the "Series 2006 Project Loan Agreements") and issue a Series of Additional Bonds under the Bond Resolution as described below; and WHEREAS, Section 209 of the Original Resolution provides for the issuance of Additional Bonds under the Bond Resolution for the principal purpose of paying all or any part of the Cost of any Improvements, upon meeting certain conditions contained in said Section 209; and WHEREAS, the Series 2006 Project constitutes Improvements under the Bond Resolution; and MIAMI/4156852.4 WHEREAS, the City has determined to issue with respect to the Series 2006B-2 Loan, a Series of Additional Bonds (the "Series 2006B-2 Bonds"), and to issue with respect to the Series 2006E Loan, a Series of Additional Bonds (the "Series 2006E Bonds" and together with the Series 2006B-2 Bonds, the "Series 2006 Project Bonds"), pursuant to the provisions of Section 209 of the Original Resolution and this resolution, which constitutes a Series Resolution for each Series of the Series 2006 Project Bonds under the Bond Resolution, for the purpose of paying, together with any other available moneys of the City, the Cost of the Series 2006 Project; and WHEREAS, the City has further determined that it is financially beneficial to authorize the refunding of all or a portion of the Outstanding Series 1995 Bonds, as shall be determined by the Mayor in accordance with the provisions of this resolution (the Outstanding Series 1995 Bonds to be refunded hereinafter referred to as the "Bonds to be Refunded"); and WHEREAS, the City has determined that it is financially beneficial to borrow funds from the Program pursuant to two loans to be made by the Sponsor to the City thereunder in an aggregate principal amount not to exceed $8,500,000 (the "Series 2006B-1 Loan") and in an aggregate principal amount not to exceed $27,500,000 (the "Series 2006C Loan" and together with the Series 2006B-1 Loan, the "Refunding Loans;" the Refunding Loans and the Series 2006 Project Loans are collectively referred to herein as the "Loans") to refund, together with any available moneys of the City, the Bonds to be Refunded; and WHEREAS, to evidence its obligation to repay the Series 2006B-1 Loan, the City will execute and deliver a Loan Agreement (the "Series 2006B-1 Loan Agreement") and issue a Series of Refunding Bonds under the Bond Resolution as described below, and to evidence its obligation to repay the Series 2006C Loan, the City will execute and deliver a Loan Agreement (the "Series 2006C Loan Agreement" and together with the Series 2006B-1 Loan Agreement, the MIAMI/4156852.4 "Refunding Loan Agreements;" the Refunding Loan Agreements and the Series 2006 Project Loan Agreements are collectively referred to herein as the "Loan Agreements") and issue a Series of Refunding Bonds under the Bond Resolution as described below; and WHEREAS, Section 210 of the Original Resolution provides for the issuance of Refunding Bonds for the principal purpose of providing funds for refunding all or any portion of the Outstanding Bonds of any one or more Series, upon meeting certain conditions contained in said Section 210; and WHEREAS, in accordance with the requirements of Section 210 of the Original Resolution, the Commission hereby determines that the refunding of the Bonds to be Refunded is in the best interests of the City and the users of the Water and Sewer Utility as it will result in debt service savings which will lower the cost of operating the Water and Sewer Utility and be financially beneficial to the City and the users of the Water and Sewer Utility; and WHEREAS, the City has determined to issue with respect to the Series 2006B-1 Loan, a Series of Refunding Bonds (the "Series 2006B-1 Bonds"), and to issue with respect to the Series 2006C Loan, a Series of Refunding Bonds (the "Series 2006C Bonds" and together with the Series 2006B-1 Bonds, the "Series 2006 Refunding Bonds;" the Series 2006 Refunding Bonds and the Series 2006 Project Bonds are collectively referred to herein as the "Series 2006 Bonds"), pursuant to the provisions of Section 210 of the Original Resolution and this resolution, which constitutes a Series Resolution for each Series of the Series 2006 Refunding Bonds under the Bond Resolution, for the purpose of providing funds, together with any other available moneys of the City, for refunding, defeasing and, as applicable, redeeming the Bonds to be Refunded, including the payment of redemption premium thereon, if any, and interest to accrue MIAMI/4156852.4 to their maturity and/or redemption dates, and paying the expenses incurred in such issuance, refunding, defeasance and redemption (collectively, the "Refunding Requirements"); and WHEREAS, the Commission has determined that it is in the best interest of the City to delegate to the Mayor, who shall rely upon the recommendations of the Chief Financial Officer of the City (the "Chief Financial Officer"), who is the officer succeeding to the principal functions of the Finance Director, and Bear, Steams & Co. Inc., acting as the City's financial advisor (the "Financial Advisor"), the determination of various terms of the Loans and the Series 2006 Bonds, the determination of the Outstanding Series 1995 Bonds which will constitute the Bonds to be Refunded, the determination of which Bonds to be Refunded will be redeemed prior to maturity, and other actions in connection with the Loans, the issuance of the Series 2006 Bonds and the refunding, defeasance and, as applicable, redemption of the Bonds to be Refunded, all as provided and subject to the limitations contained herein; and WHEREAS, the City has determined that a negotiated borrowing under the Program and sale of the Series 2006 Bonds as described in the Loan Agreements and herein is in the best interest of the City (rather than a sale through competitive bidding) because the Program offers (i) borrowing at lower costs than those which the City could command in the market and (ii) flexibility of financing which could not be obtained in a sale through competitive bidding; and WHEREAS, the City has determined that the Loans and the issuance of the Series 2006 Bonds for the purposes described in the resolution will serve a valid public and municipal purpose. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. The above recitals are incorporated herein as findings. MIAMI/4156852.4 SECTION 2. Subject to the provisions contained in this resolution and the provisions of the respective Loan Agreements, the Bond Resolution and the respective Series 2006 Bonds, the Loans are hereby authorized and approved. SECTION 3. (a) With respect to the Series 2006B-2 Loan, a Series of Additional Bonds of the City in an aggregate principal amount not to exceed $18,300,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 209 of the Original Resolution and the authority granted to the City by the Act and Chapter 159, Part VII, Florida Statutes, as amended (the "Taxable Bond Act"), for the purpose of paying, together with proceeds of the Series 2006E Bonds and any other available moneys of the City, the Cost of the Series 2006 Project as described in Exhibit A hereto. The Series 2006B-2 Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006B-2," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity of such Series 2006B-2 Bonds equal to the then Outstanding principal amount of such maturity and shall be numbered R-1 upwards. (b) With respect to the Series 2006E Loan, a Series of Additional Bonds of the City in an aggregate principal amount not to exceed $5,700,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 209 of the Original Resolution and the authority granted to the City by the Act and the Taxable Bond Act, for the purpose of paying, together with proceeds of the Series 2006B-2 Bonds and any other available moneys of the City, the Cost of the Series 2006 Project as described in Exhibit A hereto. The Series 2006E Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006E," shall be issued as Current Interest Bonds, shall be issued in fully registered form as MIAMI/4156852.4 provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity of such Series 2006E Bonds equal to the then Outstanding principal amount of such maturity and shall be numbered R-1 upwards. (c) With respect to the Series 2006B-1 Loan, a Series of Refunding Bonds of the City in an aggregate principal amount not to exceed $8,500,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 210 of the Original Resolution and the authority granted to the City by the Act and the Taxable Bond Act, for the purpose of providing funds, together with proceeds of the Series 2006C Bonds and any other available moneys of the City, to pay the Refunding Requirements. The Series 2006B-1 Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2006B-1," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity of such Series 2006B-1 Bonds equal to the then Outstanding principal amount of such maturity and shall be numbered R- 1 upwards. (d) With respect to the Series 2006C Loan, a Series of Refunding Bonds of the City in an aggregate principal amount not to exceed $27,500,000 is authorized to be issued pursuant to, and subject to the conditions of, Section 210 of the Original Resolution and the authority granted to the City by the Act and the Taxable Bond Act, for the purpose of providing funds, together with proceeds of the Series 2006B-1 Bonds and any other available moneys of the City, to pay the Refunding Requirements. The Series 2006C Bonds shall be designated "City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2006C," shall be issued as Current Interest Bonds, shall be issued in fully registered form as provided in Section 202 of the Original Resolution, shall be in denominations with respect to each maturity MIAMI/4156852.4 of such Series 2006C Bonds equal to the then Outstanding principal amount of such maturity and shall be numbered R-1 upwards. (e) Each Series of the Series 2006 Bonds shall be issued in such aggregate principal amount, shall be dated and issued at such time or times, shall be in the form of Serial Bonds and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such rates, but not to exceed the maximum rate permitted by law, shall be stated to mature on such dates, but not later than December 31, 2020, as to any Term Bonds, shall have Amortization Requirements payable in such amounts and on such dates, and shall be subject to redemption and/or prepayment prior to maturity, if any, all as shall be determined by the Mayor, after consultation with the Chief Financial Officer and the Financial Advisor, and specified in the Series 2006 Bonds and/or the Loan Agreements. Term Bonds, if any, will be callable at par, without premium, each year in amounts equal to the respective Amortization Requirements therefor. Principal of and interest and redemption premium, if any, on the Series 2006 Bonds shall be payable in accordance with the provisions of the Bond Resolution as modified by the provisions of the Series 2006 Bonds and the Loan Agreements. The execution and delivery of the Series 2006 Bonds and the Loan Agreements shall be conclusive evidence of the City' s approval of the details of the Series 2006 Bonds. SECTION 4. In accordance with the provisions of the Bond Resolution and the Loan Agreements, the Loans and the Series 2006 Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the extent provided in the Bond Resolution and the Loan Agreements, from certain Funds and Accounts which are pledged to the payment thereof in the manner provided in the Bond Resolution and the Loan Agreements, and nothing shall be construed as obligating the City to pay the Loans and the Series 2006 Bonds except from the Net MIAMI/4156852.4 Revenues and, to the extent provided in the Bond Resolution and the Loan Agreements, said Funds and Accounts or as pledging the full faith and credit of the City or any form of taxation whatever to such payments; provided, however, that notwithstanding anything to the contrary contained in the Bond Resolution, the Loans and the Series 2006 Bonds shall not be secured by, nor payable from, the Reserve Account. SECTION 5. For the reasons set forth in the preambles to this resolution, the negotiated borrowing under the Program and sale of the Series 2006 Bonds as described in the Loan Agreements and herein is in the best interest of the City. Upon compliance with the requirements of Section 218.385, Florida Statutes, as amended, the award of the Series 2006 Bonds to the Sponsor is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 99% of the aggregate principal amount of the Series 2006 Bonds and at a true interest cost rate not to exceed 4.78%, as shall be determined by the Mayor, after consultation with the Chief Financial Officer and the Financial Advisor. The execution and delivery of the Series 2006 Bonds and the Loan Agreements shall be conclusive evidence of the City's approval of the negotiated borrowing under the Program and sale and award of the Series 2006 Bonds in accordance with the provisions of this resolution, including specifically this Section 5. SECTION 6. The Series 2006 Bonds shall be in substantially the forms attached to the Loan Agreements, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney. The Series 2006 Bonds shall be issued in certificated form, registered in the name of SunTrust Bank, as Trustee (the "Trustee"), as assignee of the Sponsor, and shall be executed in the manner provided in the Bond Resolution. The execution MIAMI/4156852.4 10 and delivery of the Series 2006 Bonds shall be conclusive evidence of the City's approval of the Series 2006 Bonds. SECTION 7. SunTrust Bank is hereby appointed as Bond Registrar for the Series 2006 Bonds. SECTION 8. The Bond Registrar is hereby authorized and directed to authenticate the Series 2006 Bonds and to deliver the Series 2006 Bonds to or upon the order of the Sponsor upon payment of the purchase price and satisfaction of the conditions contained in Section 209 and Section 210, as applicable, of the Original Resolution. SECTION 9. The Loan Agreements, in substantially the forms presented at the meeting at which this resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney, are hereby approved. The City hereby authorizes the Mayor and the City Clerk to execute and deliver the Loan Agreements. The execution and delivery of the Loan Agreements shall be conclusive evidence of the City's approval of the Loan Agreements. SECTION 10. (a) The proceeds of the Series 2006 Bonds and, to the extent determined by the Chief Financial Officer, moneys on deposit in the Debt Service Account on account of the Bonds to be Refunded shall be applied in accordance with the provisions of Section 209 and Section 210, as applicable, of the Original Resolution and this resolution, all as shall be specified in the Loan Agreements and the Escrow Deposit Agreement (hereinafter defined). (b) In accordance with the provisions of the Bond Resolution, there is hereby created within the Construction Fund a "Series 2006B-2 Construction Account" for the deposit of proceeds of the Series 2006B-2 Bonds to be applied to the payment of the Cost of the Series MIAMI/4156852.4 11 2006 Project, other than the portion thereof representing expenses incurred in connection with entering into the Series 2006B-2 Loan and the issuance of the Series 2006B-2 Bonds and paid by the Trustee from proceeds of the Series 2006B-2 Bonds. (c) In accordance with the provisions of the Bond Resolution, there is hereby created within the Construction Fund a "Series 2006E Construction Account" for the deposit of proceeds of the Series 2006E Bonds to be applied to the payment of the Cost of the Series 2006 Project, other than the portion thereof representing expenses incurred in connection with entering into the Series 2006E Loan and the issuance of the Series 2006E Bonds and paid by the Trustee from proceeds of the Series 2006E Bonds. (d) In accordance with the provisions of the Bond Resolution, there is to be created pursuant to the Escrow Deposit Agreement a "City of Miami Beach, Florida Water and Sewer Revenue Bonds, Series 1995 Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent (hereinafter defined), for the deposit of proceeds of the Series 2006 Refunding Bonds and any other available moneys to be applied as shall be provided in the Escrow Deposit Agreement. (e) The proceeds of the Series 2006 Bonds shall be invested in accordance with the provisions of Section 602 of the Original Resolution and the Loan Agreements as determined by the Chief Financial Officer; provided, however, that the portion of the proceeds of the Series 2006 Refunding Bonds and other available moneys deposited in the Escrow Deposit Trust Fund shall be invested as provided in Section 11 of this resolution and in the Escrow Deposit Agreement. SECTION 11. The refunding, defeasance and, as applicable, redemption of the Bonds to be Refunded is hereby authorized and approved. The Mayor, after consultation with the Chief MIAMI/4156852.4 12 Financial Officer and the Financial Advisor, is hereby authorized to determine the Outstanding Series 1995 Bonds which will constitute the Bonds to be Refunded and the Bonds to be Refunded which will be redeemed prior to maturity, all as shall be set forth in the Escrow Deposit Agreement. The Mayor and the City Clerk are hereby authorized to execute and deliver an Escrow Deposit Agreement to provide for the defeasance, payment and, as applicable, redemption of the Bonds to be Refunded (the "Escrow Deposit Agreement") with U.S. Bank National Association, which is hereby appointed escrow agent with respect to the Bonds to be Refunded (the "Escrow Agent"), in substantially the form presented at the meeting at which this Series Resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Mayor, after consultation with the Chief Financial Officer and the City Attorney. The purchase of Government Obligations from the proceeds of the Series 2006 Refunding Bonds and other available moneys in order to provide for the defeasance, payment and, as applicable, redemption of the Bonds to be Refunded is hereby authorized and approved. The execution and delivery of the Escrow Deposit Agreement by the Mayor and City Clerk shall be conclusive evidence of the City's approval of the Outstanding Series 1995 Bonds which will constitute the Bonds to be Refunded, the redemption prior to maturity of any Bonds to be Refunded, the Escrow Deposit Agreement and the purchase of the Government Obligations. SECTION 12. The appendices to the Sponsor's Preliminary Remarketing Circular and final Remarketing Circular in connection with the remarketing of a portion of the Sponsor's Program Bonds (collectively, the "Remarketing Circulars") containing certain information regarding the Water and Sewer Utility and the City (collectively, the "Appendices"), in substantially the forms presented at the meeting at which this resolution was considered, subject MIAMI/4156852.4 13 to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Chief Financial Officer, after consultation with the City Attorney, are hereby approved. The inclusion of the Appendices and the City's latest available audited financial statements in the Remarketing Circulars is hereby authorized. SECTION 13. The Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), in substantially the form presented at the meeting at which this resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as shall be approved by the Chief Financial Officer, after consultation with the City Attorney, is hereby approved. The City hereby authorizes the Chief Financial Officer to execute and deliver the Continuing Disclosure Certificate. The execution and delivery of the Continuing Disclosure Certificate shall be conclusive evidence of the City's approval of the Continuing Disclosure Certificate. SECTION 14. The retention of Bear, Steams & Co. Inc. as the City's financial advisor in connection with the Loans, the issuance of the Series 2006 Bonds and the refunding, defeasance and, as applicable, redemption of the Bonds to be Refunded is hereby approved and ratified. SECTION 15. No covenant, stipulation, obligation or agreement contained in this resolution or in the Bond Resolution, the Series 2006 Bonds, the Loan Agreements, the Escrow Deposit Agreement or the Continuing Disclosure Certificate shall be deemed to be a covenant, stipulation, obligation or agreement of any member, official, officer, agent or employee of the City or the Commission in its individual capacity, and neither the members of the Commission nor any officials or officers executing the Series 2006 Bonds, the Loan Agreements, the Escrow MIAMI/4156852.4 14 Deposit Agreement or the Continuing Disclosure Certificate shall be liable personally or be subject to any personal liability or accountability. SECTION 16. Except as otherwise expressly provided in this resolution or in the Bond Resolution, the Series 2006 Bonds, the Loan Agreements, the Escrow Deposit Agreement or the Continuing Disclosure Certificate, nothing in this resolution or in such documents, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than, as applicable, the City, the Administrator, Financial Guaranty Insurance Company (the "Credit Facility Issuer"), the Sponsor, the Trustee, the Bond Registrar, the Escrow Agent and, with respect to the Continuing Disclosure Certificate, the other parties described in said document, any rights, remedy or claim, legal or equitable, under and by reason of this resolution or such documents, this resolution and such documents intended to be and being for the sole and exclusive benefit, as applicable, of the City, the Administrator, the Credit Facility Issuer, the Sponsor, the Trustee, the Bond Registrar, the Escrow Agent and, with respect to the Continuing Disclosure Certificate, the other parties described in said document. SECTION 17. The City covenants and agrees that this resolution shall constitute a contract between the City and the owners from time to time of the Series 2006 Bonds and that all covenants and agreements set forth in this resolution, the Series 2006 Bonds and the Loan Agreements to be performed by the City shall be for the equal and ratable benefit and security of all owners of the Series 2006 Bonds. SECTION 18. If any one or more of the covenants, agreements or provisions contained in this resolution shall be held contrary to any express provisions 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 MIAMIJ4156852.4 15 and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions of this resolution or the Bond Resolution, the Series 2006 Bonds, the Loan Agreements, the Escrow Deposit Agreement or the Continuing Disclosure Certificate. SECTION 19. The officers, agents and employees of the City, the Bond Registrar and the Escrow Agent are hereby authorized and directed to do all acts and things and execute and deliver all documents, agreements and certificates required of them by the provisions of the Series 2006 Bonds, the Bond Resolution, the Loan Agreements, the Escrow Deposit Agreement, the Continuing Disclosure Certificate and this resolution, for the full, punctual and complete performance of all the terms, covenants, provisions and agreements of the Series 2006 Bonds, the Bond Resolution, the Loan Agreement, the Escrow Deposit Agreement, the Continuing Disclosure Certificate and this resolution. SECTION 20. This resolution shall become effec,}~e im/}nediately upon its adoption. / I /i PASSED AND ADOPTED this 8th day of 006.  Mayor Dav±d Dermer (Sea. l) · CitY :Clerk -. Robert 'Pareher MIAMI/4156852.4 16 APPROVED A~ TO FORM & LANGUAGE & FOIl EXECUTION Due fo fhe volume of fhe documenf, Exhibif "A" is not included in fhe agenda pockoge. Exhibit "A" is available for the City Clerk's Office. review in · COMMISSION ITEM SUMMARY Condensed Title: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida authorizing four loans from the City of Gulf Breeze, Florida Local Government Loan Pool Program and, as evidence of such loans, the issuance of (i) not to exceed $18,300,000 in aggregate principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006B-2, and not to exceed $5,700,000 in aggregate principal amount of City of Miami Beach, Florida Water and Sewer Revenue Bonds, Taxable Series 2006E, for the principal purpose of paying the cost of certain improvements to the Water and Sewer Utility, pursuant to Section 209 of Resolution No. 95-21585 adopted by the City on May 17, 1995, and (ii) not to exceed $8,500,000 in aggregate principal amount of City of Miami Beach, Florida Water and Sewer Revenue Refunding Bonds, Taxable Series 2006B-1 and not to exceed $27,500,000 in aggregate principal amount of City of Miami Beach. IKey Intended Outcome Supported: Ensure well-maintained infrastructure Issue: Shall the City authorize the issuance of Water & Sewer debt for the purpose of refinancing $35.6 million of outstanding Series 1995, Water & Sewer Revenue Bonds and providing 24.3 million for Water and Sewer Projects? Item Summary/Recommendation. The Administration recommends the City Commission adopt the proposed Resolution which authorizes the City of Miami Beach to execute loan agreements from the City of Gulf Breeze Local Government Loan Pool Program for the principal purpose of paying the cost of certain improvements to the Water and Sewer Utility System of approximately $24.3 million and to refund the City's outstanding Series 1995, Water and Sewer Revenue Bonds approximately $35.6 million. Advisory Board Recommendation: On February 16, 2006, the Finance and Citywide ProjeCts Committee unanimously approved the refinancing of the outstanding Series 1995 Water and Sewer Revenue Bonds along with the issuance of an additional $13.9 Million in new money bringing the total amount of new money to $24 million. Financial Information: Source of Amount Account Approved Funds: 1 $60,000,000 Water and Sewer Revenue Bonds Series 2006 2 OBPI Total Financial Impact Summary: City Clerk's Office Legislative Tracking: I Sign-Offs: Department Director ~ :~istant City Manager City Manager ,fina~ACCOUNTS YABLE\$MAN\Ramon Duer~\Word\2006 Gulf Breeze - Water & Sewer B'oJlds - sum.~ldc F:\ MIAMI BEACH DATE MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www. miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor David Dermer and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager (~ u'~ ~ DATE: March 8, 2006 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING FOUR LOANS FROM THE CITY OF GULF BREEZE, FLORIDA LOCAL GOVERNMENT LOAN POOL PROGRAM AND~ AS EVIDENCE OF SUCH LOANS, THE ISSUANCE OF (i) NOT TO EXCEED $18,300,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2006B-2, AND NOT TO EXCEED $5,700,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, TAXABLE SERIES 2006E, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY, PURSUANT TO SECTION 209 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON MAY 17, 1995, AND (ii) NOT TO EXCEED $8,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2006B-1, AND NOT TO EXCEED $27,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, TAXABLE SERIES 2006C, FOR THE PRINCIPAL PURPOSE OF REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS, SERIES 1995, PURSUANT TO SECTION 210 OF SAID RESOLUTION NO. 95-21585; PROVIDING THAT SAID LOANS AND SERIES 2006 BONDS SHALL BE PAYABLE SOLELY AS PROVIDED IN SAID RESOLUTION NO. 95-21585, CERTAIN LOAN AGREEMENTS RELATING TO THE LOANS AND THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE LOANS AND THE SERIES 2006 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE LOANS, THE ISSUANCE OF THE SERIES 2006 BONDS AND THE REFUNDING OF THE BONDS TO BE REFUNDED, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING THE NEGOTIATED BORROWING AND SALE OF THE SERIES 2006 BONDS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION, AUTHENTICATION AND DELIVERY OF THE SERIES 2006 BONDS; APPOINTING A BOND REGISTRAR FOR THE SERIES 2006 BONDS; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION OF THE LOAN AGREEMENTS; PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE SERIES 2006 BONDS AND CREATING CERTAIN FUNDS AND ACCOUNTS; AUTHORIZING THE REFUNDING, DEFEASANCE AND, AS APPLICABLE, REDEMPTION OF THE BONDS TO BE REFUNDED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; APPROVING THE FORMS OF AND USE OF CERTAIN DISCLOSURE INFORMATION; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; APPROVING AND RATIFYING THE RETENTION OF A FINANCIAL ADVISOR; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY RELATED ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. ADMINISTRATION RECOMMENDATION Adopt the Resolution. ANALYSIS The City's proposed Gulf Breeze Loan for the refunding of the City's Water and Sewer Revenue Bonds, Series 1995 is the result of the Administration's continuous review of opportunities to refund outstanding bonds to ensure the City is paying the lowest possible rate within statutory and tax requirements. This Resolution authorizes the City of Miami Beach to issue bonds to the City of Gulf Breeze, Florida, Local Government Loan Program ("Gulf Breeze") to refund all of the City's outstanding Series 1995, Water and Sewer Revenue Bonds of approximately $35.6 million; and to provide funding to pay the cost of certain improvements to the Water and Sewer Utility System of approximately $24.3 million. The Administration, in concert with the City's Financial Advisor, has determined that the City has the capacity to issue these additional Water and Sewer Revenue Bonds, and that as of March 1, 2006 this transaction will provide present value savings of approximately $600,000. This issue requires no additional rate increases beyond those which have been previously approved, the last of which was implemented October 1,2005. Future rate increases would be proposed only if Miami-Dade County Water and Sewer Department or Miami-Dade Department of Environmental Resources Management (DERM) initiated cost increases to the City that the City would be required to-pass through or at such date that the operating costs of the Miami Beach Water and Sewer Department were to increase beyond net revenues and the City would be required to cover those operational expenditures. The Resolution also authorizes the Mayor, the City Manager, the Chief Financial Officer, and other City employees to take all necessary actions and execute documents as may be necessary in connection with the loans. Further, the Administration is requesting ratification of the selection of J.W. Howard, Bear Stearns, currently serving as one of the City's investment bankers, to serve as the City's Financial Advisor for this transaction. Mr. Howard previously served as the City's Financial Advisor during his employment with RBC Dain Rauscher. This is necessary as Mr. Richard Montalbano, RBC Dain Rauscher, currently serving as the City's Financial Advisor, is the exclusive remarketing agent for the City of Gulf Breeze, Florida, Government Loan Pool. The proposed borrowing will accomplish the following: 1- To refinance the $35.6 million outstanding Series 1995 Water and Sewer Revenue Bonds. 2- Provide funding in the amount of approximately $24.3 million for Water & Sewer Projects as listed: Sewer System Improvements · Replacement of sanitary sewer lines. Recommended improvements to the wastewater force main system, including repair or replacement of existing force mains, and constructions of new force mains. · Rehabilitation/replacement or addition of generators to all pump stations pumping into a 12 inch or larger main or receiving flow from a force main. · Rehabilitation/replacement of the existing gravity sewer system to eliminate excessive infiltration/inflow from the system. Water System Improvements Recommended improvements to the water distribution system, including replacement of galvanized iron water mains and replacement of old, tuberculated water mains. BACKGROUND This Gulf Breeze Loan will be the third series of revenue bonds to fund the City's program to upgrade and rehabilitate its Water and Sewer Utility System. In 1995, following various system evaluations and master plans, the City issued Water and Sewer Revenue Bonds for $59,060,000 to fund the first phase of the program. In 2000, the City issued Water and Sewer Revenue Bonds for $54,310,000 to fund the second phase of the program. The projects to be funded from the Gulf Breeze Loan proceeds include improvements to correct pressure/flow problems within specified neighborhoods through the replacement of galvanized iron water pipe and rehabilitation of tuberculated water mains. Rate increases of 2.25% per year from 2001 through 2005, were established with the issuance of the Series 2000 Water and Sewer Revenue Bonds. Finance and Citywide Projects Committee Meetinq of December 21,2005 The Finance and Citywide Projects Committee approved the proposed refinancing of the Series 1995 Water and Sewer Revenue Bonds and the issue of approximately $9.1 million in new money through a loan agreement with the Gulf Breeze Florida Local Government Loan Program. The Committee also instructed the Administration to return to the Committee with a sequencing schedule of water and sewer projects and a schedule outlining the funds anticipated to be needed in order to complete the capital program. Additionally, they requested from the Administration a recommendation regarding the possible addition of $13.9 million to the new money portion of the transaction. The Committee also approved the Administration's recommendation to grant a waiver to allow Richard Montalbano, Managing Director for RBC Capital Markets who currently represents the City as Financial Advisor; to serve as remarketing agent to the Gulf Breeze Program for this transaction. Mr. Montalbano has acted as the exclusive remarketing agent for the City of Gulf Breeze Florida Local Government Loan Pool since 1999. Additionally, Mr. Montalbano will provide the City with full disclosure regarding the proposed change in his role from financial advisor to underwriter. The Committee also approved that J.W. Howard, Bear Stearns, currently serving as one of the City's investment bankers, to serve as the City's Financial Advisor for this transaction. Mr. Howard served as the City's Financial Advisor for the prior Gulf Breeze Program loan and is very familiar with the loan documents and remarketing procedures. Additionally, Mr. Howard has agreed to accept the compensation in accordance with the terms of our current agreement with RBC Dain Rauscher. Finance and Citywide Projects Committee Meetinq of February 16, 2006 The Finance and Citywide Projects Committee unanimously approved the refinancing of the outstanding Series 1995 Water and Sewer Revenue Bonds along with the issuance of an additional $13.9 Million in new money bringing the total amount of new money to $24 million. JMG/PDW/rvd CCOUNTS PAYABLE\$MAN\Ramon Duenas\Word\Water & Sewer Bonds Series 2006-Comm Memo3doc