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HomeMy Public PortalAbout14-8791 City National Bank to Provide Professional Banking Services Sponsored by: City Manager RESOLUTION NO. 14-8791 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE, ENTER INTO, AND EXECUTE AN AGREEMENT WITH CITY NATIONAL BANK OF FLORIDA TO PROVIDE PROFESSIONAL BANKING SERVICES TO THE CITY OF OPA-LOCKA, AND RESCINDING RESOLUTION NO 11-8276; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, pursuant to resolution 11-8276, adopted in August 2011, Wells Fargo was contracted to provide the City's banking services; and WHEREAS, the proposed loan agreement with City National Bank of Florida provides that the City of Opa-locka will designate that its primary depository and treasury services be maintained with City National Bank of Florida; and WHEREAS, City National Bank of Florida will give the City of Opa-locka four(4)months from closing of the loan to transition its primary depository and treasury services to City National Bank of Florida; and WHEREAS, the City Commission of the City of Opa-locka desires to authorize the City Manager to negotiate, enter into, and execute an agreement with City National Bank of Florida for professional banking services, rescinding Resolution No 11-8276. NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Resolution No. 14-8791 Section 2. The City Commission of the City of Opa-locka,Florida,hereby authorizes the City Manager to negotiate,enter into,and execute an agreement with City National Bank to provide professional banking services to the City of Opa-locka,and hereby rescinds Resolution No 11-8276. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 11th day of April, 2014. //1 OA Y' • T• LOR AYOR Attest to: Approved as to form and legal sufficiency: / 4'jj Jo.1 na Flores J crseph . Geller City Clerk %REE t SPOON MARDER, PA ity Attorney Moved by: COMMISSIONER JOHNSON Seconded by: COMMISSIONER SANTIAGO Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: YES Vice-Mayor Kelley: YES Mayor Taylor: YES OPp.I OCh.. O O � p a U - C ' ./' coo q t u�m Memorandum TO: Mayor Myra L.Taylor Vice Mayor Joseph L. Kelley Commissioner Timothy Holmes Commissioner Dorot y Johns. Commissioner Luis B Sant • FROM: Kelvin L. Baker, Sr.,City Mana!, DATE: April 10, 2014 RE: Banking Services Request: STAFF IS REQUESTING APPROVAL FROM THE CITY COMMISSION TO ACCEPT THE PROPOSAL OF CITY NATIONAL BANK TO PROVIDE PROFESSIONAL BANKING SERVICES TO THE CITY OF OPA-LOCKA. Background: The City Commission approved banking services with Wells Fargo pursuant to an RFP in August 2011. The City Commission approved the acceptance of Wells Fargo to provide professional banking services to the City of Opa-locka per Resolution #11-8276. Current banking services are provided by Wells Fargo for approximately three years. Description: Per the Terms and Conditions of "Term Offer" from City National Bank, the city's primary depository and treasury services to be maintained with City National Bank during the term of credit facility. The loan agreement is contingent upon City National being the City of Opa-locka's primary depository and treasury services institution. The City of Opa-locka will be given 120 days (4 months) from closing of the loan to transition its primary depository and treasury services to City National Bank. The City Commission authorized the execution and delivery of an agreement with the Lender to set forth additional covenants of the City and matters relating to the Series 2013 Note as may be required by the Lender, authorizing the City Manager to do all things deemed necessary in connection with the issuance, sale, and delivery of the Series 2013 Note. The Term Offer has been reviewed and discussed with the City's Bond Counsel and Financial Advisors. 1 -2- Account Number: NONE Financial Impact: None. Banking services fees are covered by the City's credits from current deposit level. Implementation Time Line: Legislative History: N/A Analysis: N/A Recommendation(s): Staff recommends approval. Attachments: Resolution#13-8721 ,Resolution#11-8276, and City National Bank Term Offer letter. Prepared by: Susan Gooding-Liburd, Finance Director. End of Memorandum 2 O U • fF4T,�_ • Oq t. City of Opa-Locka Agenda Cover Memo Commission Meeting 4/11/14 Item Type: Resokeion Ordrosaace Ott' Date: X (EnterXin box) Fiscal Impact: Ordinance Reading: ist amass 2a+ (EnterXin box) Yes k NO (EnterXin box) X Public Hearing: Yes No Yes ' No (EnterXin box) X X Funding Source: (Enter Fund&Dept) Advertising Requirement: Yes No (EnterX in box) X ITEM BUDGETED: YES NO X Contract/P.O.Required: Yes No RFP/RFQ/Bid#: (EnterXin box) X N/A Strategic Plan Related Yes No Strategic Plan Priority Area: Strategic Plan Obj./Strategy: (list the (Enter X in box) X specific objective/strategy this item will address) Enhance Organizational El Bus.&Economic Dev p Public Safety 0 Quality of Education I] Qual.of Life&City Image Il Communcation El Sponsor Name Department: Kelvin L. Baker City Manager A resolution of the City of Opa-locka, Florida authorizing the City Manager to enter into and execute an agreement with City National Bank,to provide professional banking services to the City of Opa-locka. Authorizing the execution and delivery of an agreement with the lender to set forth additional covenants of the City and matters relating to the Series 2013 Note as may be required by the lender, authorizing the City Manager to do all things deemed necessary in connection with the issuance, sale and delivery of the Series 2013 Note. y_, Staff recommends approval. The Term Offer has been reviewed and discussed with the City's Bond Counsel and Financial Advisors. Agenda Cover—Commission Meeting 4/11/2014 Page 2 • Resolution#13-8721 • Resolution# 11-8276 • Term Offer letter Sponsored by: City Manager RESOLUTION NO. 13-8721 A RESOLUTION OF THE CITY OF OPA-LOCKA,FLORIDA APPROVING THE DISSEMINATION BY THE CITY MANAGER OF A REQUEST FOR PROPOSALS SOLICITING PROPOSALS FROM QUALIFIED FINANCIAL INSTITUTIONS TO MAKE A LOAN WITH RESPECT TO THE CITY'S PROPOSED CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2013, SUBJECT TO CERTAIN CONDITIONS SET FORTH HEREIN; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Opa-Locka, Florida (the "City") is considering the issuance of its tax- exempt Capital Improvement Revenue Note,Series 2013(the"Series 2013 Note")to finance the acquisition of a site in the City and the acquisition,construction,installation and equipping of an administration building and related facilities on such site; and WHEREAS, ordinances to be considered by the City with respect to the Series 2013 Note (collectively,the"Ordinances")contemplate that the Series 2013 Note will evidence a loan to be made by a qualified financial institution selected by the City Manager pursuant to a proposal process, subject to the parameters specified in the Ordinances;and WHEREAS,the City now desires to approve the form of the request for proposals(the"RFP")to be used in such process and to authorize the City Manager to cause the RFP to be disseminated prior to the second reading of the Ordinances;provided,however,a qualified financial institution will not be selected until and unless the Ordinances become effective. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA that: SECTION 1. The RFP, substantially in the form attached hereto, is hereby approved, subject to the parameters specified in the form of the Ordinances approved at first reading thereof. The City Manager is hereby authorized to disseminate the RFP prior to the second reading of the Ordinances;provided,however,a qualified financial institution shall not be selected until and unless the Ordinances become effective. SECTION 2. This resolution shall be effective immediately upon adoption. PASSED AND ADOPTED this 26`}'day of November,2013. t L. . LLEY VI E MAY• • 9662390.1 Resolution No. 13-8721 Attest to: • Joanna Flores City Clerk Approved as to form and legal sufficiency: id 41 - A I Josep1i S. Geller GR ENSPOON MARDER P.A. City Attorney Moved by: COMMISSIONER HOLMES Seconded by: COMMISSIONER JOHNSON Commission Vote: 3-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiago: NOT PRESENT Vice-Mayor Kelley: YES Mayor Taylor: NOT PRESENT 2 Resolution No. 13-8721 EXHIBIT A RFP 3 City of Opa•Iocka Agenda Cover Memo Commission Meeting Nov.26,2013 Item Type: ? . .. _ ' Date: (EnterX in box) X Ordinance Reading: Fiscal Impact: , " � .x :z: , (EnterX in box) Public Hearing: ;:, _-- X (EnterX in box) X Funding Source: Advertising Requirement: N/A (N/A) (EnterX in box) X Contract/P.O.Required: ;"CitigNif RFPIRFQ/Bid#: N/A (EnterX in box) X Strategic Plan Priority Area: Strategic Plan ObjJStrategy: Enhance Organizational O N/A Strategic Plan Related Bus.&Economic Dev D (EnterX in box) X Public Safety El Quality of Education 0 Qual.of Life&City Image Communication 0 Sponsor Name City Manager Department: Finance '• 3R'�^.R..� rte! �'k�` 4"v7.7.;„, •t..+r _ An Resolution of the City Commission of the City of Opa-locka, Florida authorizing the City Manager to solicit a Request for Proposal (RFP)from bank qualified financial institutions for financing a new City Hall. aat ,.._._. • ��:c+z„�a d�� + •.n. '-rd fic� . The City of Opa-locka desires to issue an RFP to bank qualified financial institutions for financing a new City Hall. l ,n---�,..z r ,. .-. .,n;:,'�k:•. '�.'cF. t', y �«�c Staff recommends approval. AMffiChinefibr Draft Request for Proposal. , ur,ti Memorandum TO: Myra L. Taylor, Mayor Joseph L. Kelley, Vice Mayor Timothy Holmes, Commissioner Dorothy Johnson, Commissioner Luis B. Santiago, Commissioner FROM: Kelvin L. Baker, Sr., City Manager ,1^ �/ i� ).t DATE: November 26, 2013 6o / ,Q.► 1 ►, 4 . RE: A Resolution of the City Commission of the City of Opa-locka, Florida authorizing the City Manager to solicit a Request for Proposal(RFP)from Bank Qualified Financial Institutions for financing a new City Hall Request: A Resolution of the City Commission of the City of Opa-locka, Florida authorizing the City Manager to solicit a Request For Proposal (RFP) from Bank Qualified Financial Institutions for financing a new City Hall. Description: The City of Opa-locka desires to build a new City Hall. There is a need to solicit bank qualified financial institutions to finance the purchase, construction, and furnishings of the new City Hall. Financial Impact: This amount comes from account no. 44-541821. Implementation Time Line: Immediately. Legislative History: None. Staff Recommendation: Staff recommends approval. Attachment(s): Draft Request for Proposal. Prepared by: Susan Gooding-Liburd, Finance Director Elbert L. Waters, J.D. EXHIBIT A 9662390.1 DRAFT 11/22/13 City of Opa-Locka, Florida REQUEST FOR PROPOSAL FOR BANK LOANS: BANK QUALIFIED TAX-EXEMPT LOAN NOT-TO EXCEED$8,500,000 RFP Issue Date: November 27, 2013 Proposal Due Date: at 2:00PM Eastern TABLE OF CONTENTS A. OVERVIEW 1 B. STRUCTURE OF FINANCING 2 C. SECURITY FOR THE LOAN 3 D. ADDITIONAL BONDS TEST 3 E. TAX-EXEMPT OBLIGATION 4 F. DOCUMENTATION 4 G. PROPOSAL FORMAT—SELECTION CRITERIA 5 H. MISCELLANEOUS 6 I. TENTATIVE SCHEDULE(SUBJECT TO CHANGE) 7 J. RFP INSTRUCTIONS 7 APPENDICES Appendix A:Series 2013 Note Preliminary Amortization Schedule Appendix B: Historical Pledged Revenue Appendix B:Note Ordinance LINKS Comprehensive Financial Audited Reports—FYE 2011—2009 http://www.opalockafl.gov/DocumentCenter/Home/iew/445—FY 2011 http://www.opalockafl.gov/DocumentCenter/HomeNiew/293—FY 2010 http://www.opalockafl.gov/DocumentCenter/Home/iew/180—FY 2009 Annual Budget http://www.opalockattgov/DocumentCenter/HomeNiew/491-FY 2013 A. OVERVIEW The City of Opa Locka, Florida (the "City") is requesting proposals from qualified financial institutions to provide a tax-exempt fixed rate loan in an aggregate principal amount not to exceed $8,500,000, at the lowest overall borrowing cost that meets the financing requirements of the City. The City is requesting various options with respect to the tax- exempt fixed interest rate as described in Section B. The purpose of the loan will be to finance the acquisition of a site within the City and the construction of a new City administrative building and related facilities on the site, and to pay the cost of issuance associated with the issuance of the Series 2013 Note(the"Note"or the"Loan"). The City shall accept and review proposals from qualified banking institutions. Proposals for the Note should be submitted based upon the proposed financing structure below. The City will select the financing that provides the lowest overall borrowing cost to the City and meets the financing requirements of the City. First Southwest Company ("FirstSouthwest"), as the City's Financial Advisor, will be assisting the City with respect to the Loan. The Loan shall be authorized by an ordinance to be adopted by the City prior to the issuance of the Note (the "Ordinance"). The first reading of the Ordinance occurred on November 26, 2013. The second reading of the Ordinance is scheduled for December 11, 2013. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Ordinance.A copy of the Ordinance accompanies this Request for Proposals. The Loan will be secured by a pledge of the Pledged Funds,as described below,on a parity with Additional Obligations and Refunding Obligations issued and outstanding from time to time under the Ordinance. The Ordinance also permits the issuance of Subordinated Indebtedness. The issuance of the Loan will be contingent upon the related real estate closing associated with the acquisition of property for the City's planned administrative building. The closing of the Loan and real estate transaction are expected to occur simultaneously. 1 B. STRUCTURE OF FINANCING Amount: Not-to-Exceed$8,500,000 Settlement Date: On or prior to December 31, 2013; Subject to the closing of the real estate transaction referenced above occurring contemporaneously. Interest Rate& Final Maturity: Option 1A: Bank qualified ("BQ"), tax-exempt fixed rate with October 1, 2028 final maturity Option IB: Bank Qualified ("BQ"), tax-exempt fixed rate with October 1,2033 final maturity Option 2A: Non-Bank qualified ("NBQ"), tax- exempt fixed rate with October 1, 2028 final maturity Option 2B: Non-Bank qualified ("NBQ"), tax- exempt fixed rate with October 1, 2033 final maturity Prepayment: The City requests the ability to prepay the loan at any time without penalty. Other prepayment terms will be considered. Interest Payments Dates: Semiannually on April 1s`and October 1st, commencing April 1,2014. Interest Compounding: None Interest Day Count Method: 30/360 Principal Payment Date: Annually,commencing October 1,2014. Debt Service Structure: See Appendix A for preliminary principal amortization schedule for the Loan. 2 C. SECURITY FOR THE LOAN The Loan will be payable solely from and secured by a lien upon and pledge of the City's Public Service Tax Revenues and the Communications Services Tax Revenues, and until applied in accordance with the provisions of the Ordinance, all moneys, including investments thereof, on deposit in or credited to the funds and accounts established under the Bond Ordinance at any given time, other than the Rebate Fund, on a parity with Additional Bonds and Refunding Bonds outstanding under the Ordinance. The City has not previously issued bonds or other obligations payable from or secured by a pledge of its Public Service Tax Revenues or Communications Services Tax Revenues. The Loan is not expected to be secured by a debt service reserve fund or any funds on deposit therein. The Public Service Tax Revenues and the Communications Services Tax Revenues are each distributed to the City pursuant to State statutes that do not guarantee the authorization for the collection of such revenues will remain in existence. Legislation to amend definitions in the State statute related to the communications services tax and to limit the application of certain provisions of the law were passed during the 2012 session of the Florida Legislature and legislation to modify and/or repeal certain provisions of such law was introduced during the 2013 session of the Florida Legislature without such legislation being approved. No assurance can be given that, pursuant to action by the Florida Legislature in the future, additional changes will not be made to the State statutes relating to the communications services tax and/or public service tax;that such changes, if any, will not have a material adverse impact on the collection of Communications Services Tax Revenues or Public Service Tax Revenues; or a repeal of the State statutes relating to the communications services tax and/or public service tax will not be attempted and, if attempted,will not be successful. If the proposer will require any modifications to the provisions of the Ordinance relating to the Pledged Funds or the flow of funds, its proposal must expressly so state and specify the proposed modifications. D. ADDITIONAL BONDS TEST The City will not accept proposals that require the Bank's approval before additional parity obligations may be issued. See Sections 209 and 210 of the Ordinance. If a proposer will require modifications to these provisions, its proposal must expressly so state and specify the proposed modifications. 3 E. TAX-EXEMPT OBLIGATION The City is authorizing the loan as a tax-exempt obligation within the meaning of the Internal Revenue Code of 1986,as amended. Options 1A and 1B, if selected,will further be designated as"bank qualified." F. DOCUMENTATION The City will be responsible for preparing all documentation relating to the authorization and issuance of the Loan, including the Covenant Agreement, if any, referenced in the Bond Ordinance. The successful proposer will be furnished, without charge to the proposer, a customary approving opinion of Greenspoon Marder, P.A., Bond Counsel with respect to the Loan. Greenspoon Marder, P.A. is also serving as City Attorney to the City. FirstSouthwest will also assist the City in meeting its financial objective with respect to the Loan. Each proposer will be responsible for engaging its own legal counsel in connection with the Loan. At the closing of the Loan,the financial institution that is the successful proposer will be required to deliver to the City a disclosure and truth in bonding statement pursuant to applicable Florida law and to make certain certifications, including, but not limited to, signing a closing certificate that: a. It is making the Loan for its own account,does not currently intend to syndicate the Loan,will take no action to cause the Loan to be characterized as a security, and will not treat the Loan as a municipal security for purposes of the securities law; b. it is not acting as a broker or other intermediary, and is funding the Loan from its own capital for its own account and not with a present view to a resale or other distribution to the public, c. the Loan will not be used in the future on a securitized transaction and is not a municipal security; d. it understands that the Loan is evidenced by a note and the note is issued in a single denomination equal to the aggregate principal amount of the Loan and may not be transferred except in whole and will not be transferred to any kind of trust under any circumstances, and confirming that it understands the Loan may not be transferred in denominations less than$100,000 even in whole; 4 e. the Loan will only be sold to a Permitted Lender in whole,in a denomination of not less than$100,000,with the City's consent. The"Permitted Lender"means any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making loans authorized to do business in the State of Florida; f. the Lender is a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7),Florida Statutes; g. it is not funding the Loan for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes; h. understands that the Loan is not a municipal security and that no filing will be made with respect to the Loans with EMMA, the Municipal Securities Rulemaking Board's continuing disclosure site; i. there will be no CUSIPs obtained on the Loan;and j. there will be no credit rating obtained on the Loan G. PROPOSAL FORMAT—SELECTION CRITERIA Proposals will be evaluated on the basis of cost and the structure that best meets the financing requirements of the City. Further, the City desires the ability to prepay the Loan at any time without penalty, however other prepayment options will be considered and if other prepayment options are required by the proposer, its proposal shall expressly so state and specify the prepayment options. In order to assist the City in reviewing the responses, each proposal should include the following information. (1) The legal name of the Bank and the primary Bank contact person(s) (include address, telephone number,facsimile number,and e-mail address). (2) A Tax-Exempt Fixed Interest Rate for the full term of the Loan under Options 1A, 1B, 2A, and/or 2B referenced in Section B. The bidder shall give a stated time in which the proposed rate will be held as well as the index in which the rate shall be calculated should the stated time elapse. 5 (3) Describe in detail all fees and expenses which the City will be responsible to pay to the Bank including its legal counsel. The amounts stated in the proposal shall represent the maximum amounts payable to the Bank by the City. All fees and expenses, with the exception of the professionals retained by the City, in excess of those stated in the proposal shall be the sole responsibility of the Bank and will not be paid or reimbursed by the City. (4) A listing of all conditions,covenants,terms or restrictions,other than those specified in this RFP or the Ordinance, which would be included in the proposer's commitment to provide the Loan. H. MISCELLANEOUS (1) The City will not accept proposals with reserve requirements or other restrictions to revenues or requirements to maintain minimum balances in any bank account as a condition for the Loan. (2) The City reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive any irregularities or informalities in any proposal or in the bidding, and to accept or reject any items or combination of items. If a financing proposal is selected, the award will be to the financial institution whose response best complies with the requirements set forth in this RFP and whose proposal, in the opinion of the City and Financial Advisor is best,taking into consideration all aspects of the offeror's response. (3) Changes to this RFP may be made by and at the sole discretion of the City. (4) The City will not be liable for any expenses incurred in connection with the preparation of a response to this RFP. (5) The proposer is required to conduct its own investigation and evaluation of the creditworthiness of the City and the Loan. This Request for Proposals has provided a link to the City's Website (http://www.opalockafl.eov/) which has information regarding the City and its financial statements.Additional financial information may be provided upon request by a proposer and is NOT in any way intended to relieve the proposer of its responsibility to investigate all relevant or material facts in reaching a 6 credit decision with respect to the Loan. All requests for clarification or additional information should be directed to: Susan Gooding-Liburd, Finance Director sgliburd @opalocka.gov ) 305-953-2821 (6) Federal, State, City and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Lack of knowledge by the proposer will in no way be a cause for relief from responsibility. (7) No successful offeror may assign any portion of the contractual agreement between the parties without prior written authorization by the City. (8) Warranties—The offeror, in submission of its proposal, warrants to the City that it will comply with all applicable federal, state and local laws, regulations and orders in providing the services under the proposed documents. I. TENTATIVE SCHEDULE(SUBJECT TO CHANGE) The City will attempt to adhere to the following schedule: November 26, 2013 First Reading of Authorizing Ordinance November 27, 2013 Issue Request for Proposals December 11,2013 Second Reading of Authorizing Ordinance December 2013 Proposals Due December 2013 Closing of the Loan* *Subject to the closing of the real estate transaction referenced above occurring contemporaneously J. RFP INSTRUCTIONS All bids must be submitted via e-mail (in PDF or Word format) or delivered in hard copy to the City to the e-mail or mailing addresses below for receipt no later than 2:00 PM Eastern Time on December . 2013: City of Opa-Locka Attn:Susan Gooding-Liburd 3400 NW 135th Street I Opa-Locka,FL 32907 sgliburd @opa lockafl.gov 7 APPENDIX A Preliminary Series 2013 Note Principal Amortization for Alternative Options* Print paiAmortization* Options Options Maturity 1A&2A 1B&2B 10/1/2014 $330,000 $205,000 10/1/2015 445,000 280,000 10/1/2016 465,000 290,000 10/1/2017 485,000 305,000 10/1/2018 500,000 320,000 10/1/2019 520,000 335,000 10/1/2020 545,000 350,000 10/1/2021 565,000 370,000 10/1/2022 590,000 385,000 10/1/2023 610,000 405,000 10/1/2024 635,000 425,000 10/1/2025 660,000 440,000 10/1/2026 690,000 465,000 10/1/2027 715,000 485,000 10/1/2028 745,000 510,000 10/1/2029 535,000 10/1/2030 560,000 10/1/2031 585,000 10/1/2032 610,000 10/1/2033 640,000 Total $8,500,000 $8,500,000 *Principal amortization is preliminary and subject to change. APPENDIX B HISTORICAL PLEDGED REVENUE RECEIPTS Public Service Communications Total Fiscal Year Tax Services Tax Revenues 2007a $892,002 $652,530 $1,544,532 2008a 894,359 637,712 1,532,071 2009a 741,164 717,858 1,459,022 2010a 870,185 654,141 1,524,326 2011a 1,100,645 611,700 1,712,345 201211` 863,608 559,299 1,422,907 20130,d 828,730 445,558 1,274,288 a Source:City of Opa-Locka FY 2011 Comprehensive Annual Financial Report(Statistical Section) b Source:City of Opa-Locka Finance Department. c Estimates as of November 21,2013 based upon unaudited receipts d Estimates as of November 21,2013 based upon unaudited partial-year receipts APPENDIX C ORDINANCE Sponsored by:City Manager Resolution No. 11-8276 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, TO AUTHORIZE THE CITY MANAGER TO ACCEPT THE PROPOSAL FROM WELLS FARGO TO PROVIDE PROFESSIONAL BANKING SERVICES TO THE CITY OF OPA-LOCKA; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS,pursuant to Resolution 11-8260,the City of Opa-locka issued an RFP to solicit proposals for banking services from qualified banking institutions; and WHEREAS, a mandatory pre-proposal conference was held on July 20,2011,attended by representatives from TD Bank,BB&T,and Wells Fargo; and WHEREAS,a banking service committee was formed to evaluate the proposals,as a result of which,Wells Fargo was selected to be the most responsive bidder; and WHEREAS, the City Commission of the City of Opa-locka desires the City Manager to accept the proposal of Wells Fargo to provide professional banking services to the City of Opa-locka. NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Sect ion 2. The City Commission of the City of Opa-locka hereby authorizes and directs the City Manager to accept the proposal of Wells Fargo to provide professional banking services to the City of Opa-locka. Section 3. This resolution shall take effect immediately upon adoption. Resolution No. 11-8276 PASSED AND ADOPTED this 14`h day of September, 2011. i .4 Y' TAYLOR MAYOR Atte' .. Deborah S. City Clerk Approved as to form and legal sufficiency: Jo ;,,. .S Geller C. Att., ey Moved by: JOHNSON Seconded by: HOLMES ; l iJ Commission Vote: 4-0 Commissioner Holmes: YES Commissioner Miller: YES Commissioner Tydus: NOT PRESENT Vice-Mayor Johnson: YES Mayor Taylor: YES ;nLrk LI:;a4 gahreakze Memorandum TO: Mayor Myra L. Taylor Vice-Mayor Dorothy Johnson Commissioner Tim' ly Holmes Commissioner ;:.se Tydus Commissioner ail Miller FROM: Bryan K.Finnie,I • City Manager DATE: August 4,201 � RE: Bankin' :e yes`/ Request: ST:. F IS REQUESTING APPROVAL FROM THE CITY COMMISSION TO ACCEPT THE PROPOSAL OF WELLS FARGO TO PROVIDE PROFESSIONAL BANKING SERVICES TO THE CITY OF OPA-LOCKA. Background Information: The City Commission passed legislation authorizing the City Manager to issue a Request for Proposal for banking services. The RFP was advertised and posted to the City's website on July 14, 2011. The RFP was also sent directly to two banks. A mandatory pre-proposal conference was held on July 20, 2011 which was attended by representatives from TD Bank,BB&T and Wells Fargo. The RFP closed on July 27,2011 with proposal received from TD Bank,BB&T and Wells Fargo. A Banking Services RFP Committee was formed to evaluate the proposals received. The committee met on August 3,2011. As a result of the committee's evaluation, Wells Fargo was selected to be the most responsive bidder. Financial Impact: None. Banking services fees are covered by the City's credits from current deposit level. Implementation Timeline: Immediately Legislative History: Resolution No. 11-8260 Recommendation(s): Staff recommends approval. Attachments: Resolution No. 11-8260 PREPARED BY: Finance Department CityNational Bank � April 7,2014 The City of Opa-locka, Florida 3400 NW 135th St Bldg B Opa-locka,FL 33054 Dear Susan Gooding-Liburd and the City of Opa-locka,Florida: City National Bank of Florida("Bank" or"CNBF") is pleased to outline the basic terms and conditions under which we will consider providing a Direct placement bank-qualified tax exempt loan in an amount up to $8,500,000 to The City of Opa-locka ("Borrower"). This credit facility is intended to finance the acquisition, construction, installation and equipping of an administration building and related facilities on such site. If you or the City have any questions or need clarification of any aspect of this proposal, please do not hesitate to call me at any time — I can be reached in the office at (305) 577- 7395, or via email (Greg.mangram @citynational.com). Additionally, I would be happy to meet with the Board in person at any time to go over the proposal in greater detail. Thank you again for your time and the opportunity to work with you and The City of Opa- locka! Sincerely, Greg Mangram Vice President Business Banking Bernardo Adrover Senior Vice President Business Banking Director For Discussion Purposes Only BORROWER: The City of Opa-locka, Florida CREDIT FACILITY: Direct placement bank-qualified tax exempt loan. AMOUNT: $8,500,000. FEES: $12,500 • $8,750 due upon acceptance of this Term Sheet. These funds will be held in escrow until closing where it will be applied to the full amount listed above. If the loan should not close due to the failure of the borrower to achieve approval to borrow the funds,or the bank fails to provide a commitment based on the terms outlined herein, these monies shall be refunded back to the borrower within fourteen(14)days. EXPENSES: Borrower shall pay all the Bank's out of pocket expenses, including, but not limited to fees for Bank Counsel,documentary stamps,and recording fees(if applicable). PURPOSE: Advances/Draws from the line will be used to the finance the acquisition, construction, installation and equipping of an administration building and related facilities on such site. TERM/MATURITY: Draw Period: I 8-months("Draw Period"). Borrower may request an extension to the Draw Period of up to 180 days, approval of which shall be provided at Bank's sole discretion. Such request must be delivered to the Bank in writing no less than 45 days prior to the conclusion of the Draw Period. Payments during the draw period shall be interest only based on the monthly principal balance. Amortization Period: Commencing approximately one month after the expiration of the Draw Period, equal monthly payments of principal and interest shall be due and payable in an amount which will amortize the principal balance over two hundred forty (240) months. In no event shall the final Maturity date exceed 120 months from closing, inclusive of the Draw Period. Payments during the amortization period shall be principal and interest based on the monthly principal balance. INTEREST RATE: Option I: Fixed 3.36%,which is equal to the prevailing 5 Year US SWAP+ 1.55%. Should the above index and spread fall below 3.36% on the 5`'' day prior to closing, borrower shall receive a rate equal to the calculation above for the first five years. On the fifth anniversary,the loan shall adjust to the prevailing 5-Year US SWAP+ 1.85% Option 2: Fixed 4.00%,which is equal to the prevailing 7 Year US SWAP+ 1.65%. Should the above index and spread fall below 4.00% on the 5`1' day prior to closing, borrower shall receive a rate equal to the calculation above for the first five years. On the fifth anniversary,the loan shall adjust to the prevailing 3-Year US SWAP+ 1.95% COLLATERAL: (a) First lien on the Florida Communication tax revenues and the Utility tax revenues of the City. (b) Depository Reserve Account to be established at closing of the subject credit facility at City National Bank. This Reserve Account will maintain a depository balance equal to twelve (12) months of principal and interest payments and the account shall be fully funded to such minimum amount no later than the end of the Draw Period as defined above. PREPAYMENT: Option 1: 1% of outstanding balance amount if refinanced with another lender for the first five years. Option 2: 1% of outstanding balance amount if refinanced with another lender for the first seven years. I. ADDITIONAL TERMS AND CONDITIONS: I. INSURANCE Borrower to provide evidence of satisfactory property and casualty insurance(excluding windstorm insurance) equal to the replacement value of the improvements, flood insurance (if applicable) and general liability insurance. Required insurance shall be amounts and written on carriers acceptable to the Bank in its sole discretion. 2. STANDARD TERMS AND CONDITIONS Bank's obligations hereunder are wholly contingent upon receipt and satisfactory review of the following: (a) Receipt and review of Phase 1 environmental report on the property to be purchased with the proceeds of the credit facility. (b) Plan and cost review order by bank at Borrower's expense. (c) Primary depository and treasury services to be maintained with City National Bank during the term of the credit facility. Borrower will be given 120 days from closing of the loan to transition its depository and treasury services to City National Bank. (d) City shall set up a lockbox account for collection of City communication tax and City utility tax receipts. (e) The Bank shall be provided evidence in regard to City's legal inability to grant a mortgage on the property to be purchased and improved with the funds from the subject credit facility,at present or in the future. (0 Opinion of Counsel attesting to City's full authority to enter into the subject credit facility. (g) Opinion of Counsel as to Bank Qualified Tax-Exempt loan status for the subject credit facility. (h) Loan and closing documents will be drafted by borrower's bond counsel. Bank's attorney will work in conjunction with borrower's bond counsel. 3. REPORTING REQUIREMENTS (a) Borrower's Certified Public Accountant ("CPA") unqualified fiscal year-end financial statements, prepared by a CPA acceptable to the Bank, within one hundred eighty (180) days or six(6)months, from fiscal year-end,commencing with fiscal year-end statements dated as of September 30,2014. (b) Annual Commission Approved Budget of Borrower,submitted within 30 days from date of approval by City Commission, but in no event later than October 3151, of each fiscal year. (c) Semi-Annual Financial Statement, in form and substance acceptable to Bank, commencing on September 30th,2014. (d) Annual covenant compliance certificate provide with audited financial statements. II. BORROWER COVENANTS The Bank reserves the right to cancel this Proposal and obligations hereunder if any of the following conditions are not met during the term of the credit facility: 1. Failure of the Borrower to comply in a timely manner with any of the terms and conditions of the Bank specified herein,or non-fulfillment of any condition precedent to the closing; 2. Failure of the Borrower to execute or deliver any documentation required herein; 3. Communication and Utility Tax revenues cannot be pledged to any additional indebtedness. 4. Tax Receipt Coverage of no less than 1.25x,which shall be tested annually: • Defined as total specific annual tax receipts pledged for the subject credit facility divided by total annual debt service for the subject credit facility (current portion long term debt plus interest expense). • Should Borrower not meet the above covenant at any fiscal year-end, Borrower will be required to utilize an amount from the Reserve Account sufficient to meet the minimum Tax Receipt Coverage covenant test. Thereafter, during the subsequent fiscal year, Borrower shall replenish the Reserve Account to a level sufficient to meet the 12 months of principal and interest minimum prior to the subsequent fiscal year end. * For purposes of the above covenant, at any fiscal year-end Borrower will be permitted to treat amounts on deposit in the Reserve Account as specific annual tax receipts. Should such specific annual tax receipts be insufficient to pay the debt service on the facility when due, Borrower shall pay such shortfall from amounts on deposit in the Reserve Account. In such event, Borrower shall replenish the Reserve Account to a level sufficient to meet the 12 months of principal and interest minimum prior to the end of the subsequent fiscal year. 5. Borrower fails to maintain primary operating deposit account with Bank throughout the life of the loan. This TERM SHEET is furnished as a means of affording the Borrower a guide to, and an outline of, the material terms and conditions of the Loans and is not a commitment to lend on the part of the Bank and should not be construed as such a commitment. A Formal Loan commitment may only be issued after formal underwriting of the loan request and after approval by the appropriate approving authority. The Credit Facility offered by this term sheet will expire on April 12th, 2014, unless this original letter is signed where indicated and returned to the attention of the undersigned. Sincerely, City National Bank of Florida By: Name: Greg Mailgram Title: Vice President ACCEPTED this day of ,2014. AS TO BORROWER: City of Opa-locka, Florida By: Name: Title: This term sheet is confidential and proprietary in nature between the Bank and the Borrower. This term sheet, and the contents thereof,shall not be shared,distributed or disseminated in any form to any third party (including to any other potential lenders) without the express written consent of the Bank.