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R-1560-15 a RESOLUTION NO. 1560-15 A RESOLUTION OF MIAMI SHORES VILLAGE, FLORIDA, AUTHORIZING THE ISSUANCE OF ITS REFUNDING GENERAL OBLIGATION BOND, SERIES 2015 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,050,000 TO REFUND ALL OF THE MIAMI SHORES VILLAGE, FLORIDA GENERAL OBLIGATION BONDS, SERIES 2004; AUTHORIZING THE PRIVATE NEGOTIATED SALE OF THE BOND TO TD BANK, N.A. PURSUANT TO THE TERMS AND CONDITIONS OF A LOAN AGREEMENT BY AND AMONG THE FLORIDA MUNICIPAL LOAN COUNCIL, MIAMI SHORES VILLAGE, AND TD BANK, N.A.; APPROVING THE EXECUTION AND DELIVERY OF THE LOAN AGREEMENT; DESIGNATING THE BOND AS A "QUALIFIED TAX-EXEMPT OBLIGATION;" PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BOND; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, participating governmental units have created the Florida Municipal Loan Council (the "Council") pursuant to a certain Interlocal Agreement and pursuant to Chapter 163, Part 1, Florida Statutes, for the purpose of issuing its bonds to make loans to participating governmental units for qualified projects;and WHEREAS, Miami Shores Village, Florida (the "Issuer") is a municipal corporation duly created and existing pursuant to the Constitution and laws of the State of Florida; and WHEREAS, on April 8, 2003, the qualified electors of the Issuer approved by bond referendum (the 'Referendum") the Miami Shores Village, Florida General Obligation Bonds, Series 2004 (the 'Refunded Bonds") to finance the design, development, and construction of a charter middle/high school to be located within the geographic boundaries of the Issuer to be known as Doctors Charter School of Miami Shores(the"Project"). WHEREAS, the Issuer finds and declares that there is a substantial need for the refinancing of qualifying projects permitted by the Constitution and laws of the State of Florida; and WHEREAS, it is determined to be in the best interest of the Issuer to issue its not to exceed $4,050,000 Refunding General Obligation Bond, Series 2015 (the 'Bond") pursuant to a Loan Agreement by and among the Council, the Issuer and TD Bank, N.A. (the "Loan Agreement") for refinancing of the Refunded Bonds in substantially the form attached hereto as Exhibit A to refund the Refunded Bonds; and WHEREAS, the Issuer determined that it is necessary and desirable and in the best interest of the inhabitants of the Issuer to refund the Refunded Bonds in order to achieve debt service savings; and WHEREAS, debt service on the Bond will be secured by the ad valorem taxes levied upon the assessed property within the jurisdiction of the Issuer pursuant to the Referendum (the "Ad Valorem Revenues");and WHEREAS, Article VII, Section 12 of the Florida Constitution provides that municipalities may issue bonds payable from ad valorem taxation without approval by a vote of the electors to refund outstanding bonds and interest and redemption premiums thereon if such refunding bonds are issued at a lower net average interest cost rate than that which is calculated respecting the refunded bonds; and WHEREAS, Sections 132.33 through 132.47, Florida Statutes, as amended, set forth certain requirements which must be met prior to the issuance of the Bond;and WHEREAS, the Issuer is authorized under Chapter 166, Part II, Florida Statutes, and Chapter 132, Florida Statutes, to issue refunding bonds and to deposit the proceeds thereof in escrow to provide for the payment when due of the principal of, interest on and redemption premiums, if any, in connection with the Refunded Bonds; and WHEREAS, the Bond to refund the Refunded Bonds shall only be issued at a lower average net interest cost rate than the average net interest cost rate of the Refunded Bonds and the rate of interest borne by the Bond shall not exceed the maximum interest rate established pursuant to the terms of Section 215.84, Florida Statutes. It is estimated that the present value of the total debt service savings anticipated to accrue to the Issuer from the issuance of the Bond, calculated in accordance with Section 132.35(2), Florida Statutes, shall be at least 3% of the aggregate principal amount of the Refunded Bonds; and WHEREAS, the principal amount of the Bond to be used to refund the Refunded Bonds shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded Bonds that is outstanding on the date of issuance of the Bond, the aggregate amount of unmatured interest payable on the Refunded Bonds to and including the date that they are called for redemption, the applicable redemption premiums related to the Refunded Bonds that are called for redemption, and the costs of issuance of the Bond all in accordance with Section 132.35, Florida Statutes;and WHEREAS, the sum of the present value of the total payments of both principal and interest to become due on the Bond (excluding all such principal and interest payments as will be made with moneys held by the Escrow Holder (as hereinafter defined) under the Escrow Deposit Agreement (as hereinafter defined) allocated to the refunding of the Refunded Bonds) and the present value of costs of issuance of the Bond, if any, not paid with proceeds of the Bond, will be less than the present value of the principal and interest payments to become due at their stated maturities, or earlier mandatory redemption dates, on the Refunded Bonds; and WHEREAS, the first and last installment of principal of the Bond shall mature not later than the date of the first and last stated maturity of the Refunded Bonds occurring after the issuance of the Bond; and WHEREAS, the Bond shall not be issued until such time as the Finance Director of the Issuer shall have filed a certificate with the Village Council setting forth the present value of the total debt service savings which will result from the issuance of the Bond to refund the Refunded Bonds, computed in accordance with the terms of Section 132.35, Florida Statutes, and demonstrating mathematically that the Bond is issued at a lower net average interest cost rate than the Refunded Bonds; and WHEREAS, the Issuer anticipates that the ad valorem revenues shall be sufficient to pay all principal of and interest and prepayment premium, if any, on the Bond, as the same becomes due, and to make all deposits or payments required by this Resolution and the Loan Agreement;and WHEREAS, the Village Council has determined that it is necessary and desirable to borrow funds to refund the Refunded Bonds and received proposals from a number of financial institutions in response to the Issuer's request for proposals dated April 14, 2015; and WHEREAS, it is hereby found, determined and declared that a negotiated sale of the Bond to TD Bank, N.A. (the "Purchaser"), is in the best interest of the Issuer because a privately placed bank loan and consequent impact of duration of maturity of the Bond will save the Issuer considerable time and expense as compared to selling the Bond in a public sale; and WHEREAS, it is hereby ascertained, determined and declared that it is in the best interest of the Issuer to authorize the Village Manager or the Finance Director to accept the offer from the Purchaser to purchase the Bond at a private negotiated sale upon the terms and conditions set forth in the Loan Agreement and in the commitment submitted by the Purchaser for the purchase of the Bond, a copy of which is attached hereto as Exhibit D (the "Commitment"); and WHEREAS, the Purchaser will provide to the Issuer, prior to the sale of the Bond, a disclosure statement regarding the Bond containing the information required by Section 218.385, Florida Statutes; and WHEREAS, the principal of, redemption premium, if any, and interest on the Bond shall be paid from ad valorem revenues. The Bond shall constitute a direct obligation of the Issuer and a pledge of its full faith, credit and taxing power. NOW THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF MIAMI SHORES VILLAGE, FLORIDA, as follows: SECTION 1. AUTHORITY. This Resolution is adopted pursuant to Article VII, Section 12 of the Florida Constitution; Chapter 166, Florida Statutes; the Charter of the Issuer; and other applicable provisions of law. SECTION 2. AUTHORIZATION OF THE BOND. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as "Miami Shores Village, Florida, Refunding General Obligation Bond, Series 2015" is hereby authorized to be issued under and secured by this Resolution and the Loan Agreement in the principal amount of not to exceed $4,050,000, for the purposes of refunding the Refunded Bonds and paying the transaction costs associated with issuance of the Bond. SECTION 3. AUTHORIZATION OF THE REFUNDING. The refunding of the Refunded Bonds is hereby authorized. SECTION 4. NEGOTIATED SALE. Because of the characteristics of the Bond, prevailing market conditions, the ability of the Issuer to access direct purchase with the Purchaser and for the Issuer to receive the benefits of lower interest rates and issuance costs, it is hereby determined that it is in the best interest of the Issuer to accept the offer of the Purchaser to purchase the Bond at a private negotiated sale. Prior to the issuance of the Bond, the Issuer shall receive from the Purchaser a Purchaser's Certificate, substantially in the form attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, substantially in the form attached hereto as Exhibit C. SECTION 5. DESCRIPTION OF THE BOND. The principal amount of the Bond shall not exceed $4,050,000. The Bond shall be made as a tax-exempt borrowing, which shall include costs of issuance incurred by the Issuer, the Council and the Florida League of Cities, Inc. administrative fees and other ongoing costs, shall have such terms, and shall bear interest and shall be repayable according to the terms and conditions set forth in this Resolution, the Loan Agreement and the Bond. The Bond is to be in substantially the form set forth on Exhibit B of the Loan Agreement, together with such changes, insertions and omissions as shall be approved by the Village Manager, such approval to be conclusively evidenced by the execution thereof by the Village Manager. The Bond shall be executed with the manual or facsimile signature of the Village Manager, shall be attested with the manual or facsimile signature of the Village Clerk and shall be approved as to the form and legal sufficiency by the Village Attorney. In case any one or more of the officers who shall have signed or sealed the Bond or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bond so signed and sealed has been actually sold and delivered, the Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Bond had not ceased to hold such office. The Bond may be signed and sealed by such person who at the actual time of the execution of the Bond shall hold the proper office of the Issuer, although, at the date of the Bond, such person may not have held such office or may not have been so authorized. SECTION 6. ACCEPTANCE OF THE COMMITMENT. The Issuer hereby accepts the Commitment to provide the Issuer with a loan in the principal amount of not to exceed $4,050,000. To the extent of any conflict between the provisions of this Resolution or the Loan Agreement and the Commitment, the provisions of this Resolution and the Loan Agreement shall prevail. SECTION 7. AUTHORIZING AND AWARD OF BOND. The issuance by the Issuer of the Bond in a principal amount not to exceed $4,050,000 to secure the repayment of the loan being provided by the Purchaser pursuant to the Commitment in accordance with the terms of the Loan Agreement, which Bond shall bear interest (calculated on the basis of twelve 30-day months and a 360-day year) at a fixed rate of 2.54% (subject to adjustment as described in the Loan Agreement and the Bond), mature on August 1, 2033, be subject to prepayment and have such other characteristics as are provided in the Loan Agreement and the Bond, and which shall be secured by the Ad Valorem Revenues, as described in the Loan Agreement, is hereby authorized and approved. Notwithstanding anything in this resolution, the Loan Agreement, or the Bond to the contrary, any adjustments to the interest rate or late charges on any overdue payments, shall in no event (a) exceed the maximum interest rate permitted by law or (b) equal or exceed a rate that would (i) cause the net average interest cost rate (as defined in Section 132.34, Florida Statutes, as amended) on the Bond to equal or exceed the net average interest cost rate on the portion of the Refunded Bonds being refunded or (ii) result in no aggregate present value debt service savings (as defined in Section 132.34.Florida Statutes, as amended.) SECTION 8. APPROVAL OF LOAN AGREEMENT. The Village Manager, as attested by the Village Clerk, or any other appropriate officers of the Issuer are hereby authorized and directed to execute and deliver the Loan Agreement to evidence the Bond, to be entered into by and among the Council, the Issuer and the Purchaser in substantially the form attached hereto as Exhibit A with such changes, insertions and omissions as may be approved by the Village Manager, the execution thereof being conclusive evidence of such approval. SECTION 9. APPROVAL OF ESCROW DEPOSIT AGREEMENT. The Village Manager, as attested by the City Clerk, or any other appropriate officers of the Issuer, are hereby authorized and directed to execute and deliver the Escrow Deposit Agreement to be entered into by and among the Issuer, the Council and U.S. Bank National Association (the "Escrow Holder"), in substantially the form attached hereto as Exhibit E (the "Escrow Deposit Agreement") with such changes, insertions and omissions as may be approved by the Village Manager, the execution thereof being conclusive evidence of such approval. SECTION 10. OTHER INSTRUMENTS. The Village Manager, the Village Clerk, the Finance Director, the Village Attorney, and other officers, attorneys and other agents and employees of the Issuer are hereby authorized to perform all acts and things required of them by this Resolution and the Loan Agreement or desirable or consistent with the requirements thereof and hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Bond, this Resolution and the Loan Agreement and they are hereby authorized to execute and deliver all documents which shall be required by Bond Counsel, the Council or the Purchaser to effectuate the sale of the Bond. All action taken to date by the officers, attorneys and any other agents and employees of the Issuer in furtherance of the issuance of the Bond is hereby approved, confirmed and ratified. SECTION 11. ADDITIONAL INFORMATION. The Bond and the Loan Agreement shall not be executed and delivered unless and until the Issuer has received all information required by Section 218.385, Florida Statutes. SECTION 12. PAYMENT OF PRINCIPAL AND INTEREST; GENERAL OBLIGATION. The Issuer promises that it will promptly pay the principal of and interest on the Bond and all other amounts due under the Loan Agreement at the place, on the dates and in the manner provided in the Loan Agreement according to the true intent and meaning hereof and thereof. The full faith, credit and resources of the Issuer shall be and are hereby pledged for the full and prompt payments of the principal, interest and redemption premiums, if any, and the direct annual tax hereinbefore provided to pay the Bond shall be levied upon all taxable real property within the Village, except property of such nature as may be exempt from taxation under the provisions of the Constitution and laws of the State of Florida. Provision shall be included and made in the annual budget and tax levy for the levy of the taxes hereinbefore provided. Whenever the Issuer shall, in any year in which the Bond is outstanding, have irrevocably deposited any monies derived from sources other than the aforementioned property tax, said property tax may be correspondingly diminished;but any such diminution must leave available an amount of such taxes, after allowance for anticipated delinquencies in collection, fully sufficient, with such monies so deposited from other sources, to assure the prompt payment of principal, interest and redemption premiums, if any, falling due prior to the time that the proceeds of the next annual property tax levy will be available. SECTION 13. SECTION 265 DESIGNATION OF THE BOND. The Issuer hereby designates the Bond in the amount which is issued hereunder, which shall be an amount not to exceed $4,050,000 (which together with any previous tax-exempt debt of the Issuer issued in the calendar year 2015 totals less than $10,000,000) as a "qualified tax-exempt obligation" for purposes of section 265(b)(3)(B)(i) of the Internal Revenue Code of 1986, as amended. There are no entities which are subordinate to and which issue obligations on behalf of the Issuer. The Issuer hereby covenants and agrees not to take any action or to fail to take any action if such action or failure would cause the Bond to no longer be a "qualified tax-exempt obligation." SECTION 12. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. Adopted this 2❑d day of June, 2015. MIAMI SHORES VILLAGE, FLORIDA By: Steve Zelkowitz,Vice Mayor (SEAL) ATTEST: By: Z !0(f Barbara A. Estep, C Village Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: Richard Sarafan Village Attorney