97-22248 RESO
RESOLUTION NO. 97-22248
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, RATIFYING THE TERMINATION
BY THE CITY OF MIAMI BEACH, FLORIDA OF A SWAP TRANSACTION
ENTERED INTO PURSUANT TO THAT CERTAIN ISDA MASTER
AGREEMENT DATED AS OF MARCH 1, 1995, BETWEEN THE CITY AND
MORGAN STANLEY CAPITAL SERVICES INC.; AND RATIFYING THE
EXECUTION BY THE MAYOR AND CITY CLERK OF THE
TERMINATION AGREEMENT, AFTER THE RECEIPT OF CERTAIN
RECOMMENDATIONS.
WHEREAS, on March 1, 1995, the City of Miami Beach, Florida (the "City"), issued is
$57,710,000 City of Miami Beach, Florida, Taxable Special Obligation Bonds (Pension Fundin5
Project), Series 1994 (the "Bonds"), under the provisions of Resolution No. 94-21170 adopted by
the Mayor and City Commission of the City on May 18, 1994, as supplemented and amende j
(collectively, the "Bond Resolution"); and
WHEREAS, on March 1, 1995, in connection with the issuance of the Bonds and ~. s
provided in the Bond Resolution, the City and Morgan Stanley Capital Services Inc. (the "Swa:)
Provider") entered into that certain ISDA Master Agreement and Schedule to the Master Agreemel t
(collectively, the "Swap Agreement") and pursuant to the Swap Agreement, on such date,3ai i
parties entered into a Transaction (as defined in the Swap Agreement) evidenced by that certai 1
Confirmation to the ISDA Master Agreement dated February 21, 1995 (the "1995 S\va)
Transaction"); and
WHEREAS, the City's Finance Director has recommended that the 1995 Swap Transactio 1
be terminated, and Rauscher Pierce Refsnes, Inc., the City's Financial Advisor, has submitted to th ~
City a written recommendation, a copy of which is attached hereto as Exhibit "A" and made a pm t
hereof, recommending that the City terminate the 1995 Swap Transaction; and
WHEREAS, subject to the provisions of this Resolution, the City has determined that it ii
in the best interest of the City to terminate the 1995 Swap Transaction, all as more particuLrrlr
described in that certain Termination Agreement between the Swap Provider and the City, a cop r
of which is attached hereto as Exhibit "B" and made a part hereof (the "Termination Agreement": ;
and
WHEREAS, the Mayor and City Commission, by oral motion at their meeting of Decembe ~
18, 1996, approved the termination of the 1995 Swap Transaction.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that:
Section 1. The termination by the City of the 1995 Swap Transaction under th ~
provisions of the Termination Agreement is hereby ratified and approved. The execution ani
delivery of the Termination Agreement by the Mayor and City Clerk are hereby ratified an 1
approved.
Section 2. The Mayor, the City Manager, the City Attorney, the Finance Direeto "
the City Clerk and such other officers, employees and staff of the City as may be designated by th ~
Mayor, the City Manager, and the City Attorney or any of them are each designated as agents ofth ~
City in connection with the transaction ratified by this Resolution and are authorized an 1
empowered, collectively or individually, to take all action and steps and to execute all instrument:,
documents and contracts, on behalf of the City, that are necessary or desirable in connection ,vit 1
the transaction ratified by this Resolution and which are not inconsistent with the terms an 1
provisions of this Resolution. All actions and steps taken thus far by such persons in connectio 1
with the transaction ratified by this Resolution are hereby ratified and approved.
Section 3.
This Resolution shall take effect immediately upon its adoption
PASSED and ADOPTED this 8th day of
January
,1997.
ATTEST:
R~b<< YClAck
" -.-J
CITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& fOR EXECUTION
AITIkw
f\atto\taca\resos\swapterm.res
Attachments
4IJ1Ii!L- J::,;:,?::,.?I;
Attorney UCIIllt
2
CITY OF MIAMI BEACH
CIn' HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\cl.miami-beach.f1.us
COMMISSION MEMORANDUM NO. 3 - q '7
TO:
Mayor Seymour Gelber and
Members of the City Commis ion
DATE: January 8,1997
SUBJECT:
TERMINATION 0 A SWAP TRANSACTION ENTERED INTO PURSUANT TO THA r
CERTAIN ISDA ~ TER AGREEMENT DATED AS OF MARCH 1, 1995, BETWEEN TH E
CITY OF MIAMI BEACH AND MORGAN STANLEY CAPITAL SERVICES INC.
FROM:
Jose Garcia-Pedrosa
City Manager
ADMINISTRA TION RECOMMENDATION:
Approval of Resolution.
BACKGROUND:
On December 18, 1996 the City Commission approved, by motion, the termination of a Swcp
transaction entered into pursuant to ISDAMaster Agreement dated as of March 1,1995 betwetn
the City of Miami Beach and Morgan Stanley Capital Services, Inc. That transaction Wi.S
recommended by a letter also dated December 18, 1996, copy attached, from Rauscher Piene
Refsnes, Inc., the City's Financial Advisors.
The attached Resolution merely memorializes the authorization for the termination and tl e
authorization that it be consummated.
CONCLUSION:
The Commission should approve the Resolution.
JGP:rr
\cmgr\$a1l\con.mem.97\morgan.swap
AGENDA ITEM
~ '1 e:)
l-g-q1_
DATE
"C:IVVV
TERMINATION AGREEMENT
Termination Agreement (the "Termination Agreement") dated as of December 18,
1996, between MORGAN STANLEY CAPITAL SERVICES INC. ("MSCS") and CITY OF
MIAMI BEACH, FLORIDA ("Miami Beach").
WHEREAS, MSCS and Miami Beach are parties to an ISDA Mastel Agreement dau:ld
as of March 1, 1995 (the "Master Agreement") and a Schedule to the Master Agreement (the
"Schedule" and collectively with the Master Agreement, the "Agreement"); and
WHEREAS, in accordance with the tenns of the Agreement, MSCS and Miami Beach
have heretofore entered into, pursuant to the Agreement, a Transaction (the "Transaction")
pursuant to a Confirmation dated February 21, 1995, with a Termination Date of March 1.,
2000; and
WHEREAS, Miami Beach bas determined that it is in itB best intereStB to terminate !be
Transaction subject to the terms and conditions specified in this Termination Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and valuablle
consideration, it is hereby agreed as follows:
The Transaction is hereby terminated as of the date of this Termination Agreement and
neither MSCS nor Miami Beach shall continue to have any rights or obligations thereunder.
MSCS shall pay to Miami Beach the amount of $1,150,000 on December 20, 1996, in full
consideration of this Termination Agreement and in Complete satisfaction of all obligations of
the patties in respect of the Transaction.
Each party represents to the other, upon the execution and delivery of this Terminatiou
Agreement, that (a) in the case of MSCS, it is validly organized and existing under the laws OJ!:
the State of Delaware; (b) in the case of Miami Beach. it is a municipal corporation duly anci~
validly created, authorized. organized and existing under the constitution and laws of the State::
of Florida, with full power and authority to enter into and consununate the transactions under
this Termination Agreement; (c) its execution.and delivery of this Termination Agreement, the:
consummation of the transactions contemplated herein, or compliance with the provisions
hereof will not violate any law. mle, regulation, order, writ.. JUdgment, injunction, decree,
award, or contractual restriction binding on it, including, in the case of Miami Beach, the
provisions of any indenture, instrument or agreement to which it is a party( or subject, or by
.
which it, or its property. is bound, or conflict with or. constitute a default UDder or result in the
creation or imposition of any lien pursuant to the terms of any such indenture, instrument or
agreement; (d) all necessary consenm, authorizations, licenses and approvals of, and
registrations and declarations with, any governmental authority required in connection with its
execution, delivery and performance of this Termination Agreement have been obtained and
remain in full force and effect; (e) there is no action, suit, pr()CH'lf ing , inquiry or
CWcU/C:\DOCS0PEN\NYLIB1\RPBRMANN\o109446.03
A,"'" ..V, uv ~ ..,... ~~...... ....6-... _..._ ......_ I v_v
.
investigation, at law or in equity before or by any court, government agency, public board lot
body, pending and with regard to which it bas receiVed service of process, or threatel1i:~
against it, which materially adversely affects its existence or the execution and delivery of tl:iis
Termination Agreementi and (t) this Termination Agreement has been duly and Validly
authorized, executed and delivered, and constitutes a valid and legal obligation of :I.t,
enforceable against it in accordance with the terms hereof, except as such enforcement may he
limited by laws relating to bankruptcy I insolvency, reorganization, moratorium, or simibr
laws affecting creditors' rights generally and subject to general equitable principles (regardJe:;s
of whether said enforceability is considered in a proceeding in equity or at law).
Each party further represents to the other as of the date of this Termination AgrecmcJ:lt
(absent a written agreement between the parties that expressly imposes affinnative obligations
to the contrary for this Termination Agreement) thai (a) it is acting for its own account, ar.d
has made its own independent decisions to enter into this Termination Agreement and as to
whether this Termination Agreement is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary; it is not relying on
any comm1lnication (written or oral) of the other party as investment advice or as a
recommendation to enter into this Termination Agreement (it being understood trulLt
information and eXplanations related to the terms and conditions of this Termination
Agreement shall not be considered investment advice or a recommendation to enter into this
Termination Agreement); and no communication (written or oral) received from the othe:r
party shall be deemed to be an assurance or guarantee as to the expected results of this
Termination Agreement; (b) it is capable of assessing the merits of and understanding (on its
own behalf or through independent professional advice), and understands and accepts, tb~
terms, conditions and risks of this Termination Agreement; and it is also capable of assuming,
and assumes, the risks of this Termination Agreement; and (c) the other party is not acting as ;l
fiduciary for or an adviser to it in respect of this Termination Agreement.
Upon execution of this Tennination Agreement, Miami Beach agrees to deliver
certified copies of all documents evidencing the necessary authorizations and approvals with
respect to the execution, delivery and performance by Miami Beach of this Termination
Agreement. .,
This Termination Agreement shall not affect the rights and obligations that the partie::1
may have in respect of any other Transaction governed by the Agreement.
THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY. ANI)
CONSTRUED AND ENFORCED IN ACCORDANCE wiTH THE LAWS OF THE::
STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LA"!'
.
DOCTRINE). EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
.JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO TInS TERMINATION'
AGREEMENT.
This Termination Agreement may be executed in count.crparts, each of which shall be
deemed an original.
-2-
II
IN WITNESS WHEREOF, the parties have executed this Termination Agreement by
their duly authorized officers as of the date hereof.
MORGAN STANLEY CAPITAL
SERVICES INC.
By: ~_.__._,_
Name:
Title:
Date:
All
!,JII~
Attested:
R,~~ f~
APPRoveD AS TO
FORM & lANGUAGE
& FOR EXecUTION
1r~ /2-lf-9c
Attoiney Date
. \~
'.
-3-
IN WITNESS WHEREOF, the parties have executed this Termination Agreement b,'
their duly authorized officers as of the date hereof.
MORGAN STANLEY CAPITAL
SERVICES INC.
BY:~)~.~~""
N am : F i,I'" Pn;."") \....J \ ~DL)'-i;.
Title: \) l c::.c f~~ I D~r-J-;-
Date: rLI2.:> 1("1 t
-.,.-
ATTEST: () fl
By: ~OWJ. f lCvt~
Name: Robert Parcher
Title: City Clerk
Date: January 7, 1997
APPROVED AS TO
FORM & LANGUAGE
& FOR EXeCUTION
1<<: (fIIltL
ity Attorney
l-Oj~ 7
Date
-3-