HomeMy Public PortalAbout15-8970 Term Offer from City National Bank to Finance the Acquistion of Commercial BuildingSponsored by: City Manager
RESOLUTION NO. 15-8970
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OPA LOCKA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO ACCEPT A "TERM OFFER" FROM CITY
NATIONAL BANK TO FINANCE THE ACQUISITION OF A
COMMERCIAL BUILDING AT 780 FISHERMAN STREET, OPA
LOCKA, FLORIDA FOR THE NEW ADMINISTRATION
BUILDING, PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, The City of Opa -locka City Commission passed legislation
authorizing the City Manager to issue a Request For Proposals (RPF) for a Bank Loan
not to exceed $8.5 million dollars for the purchase of a building for a Government
Center; and
WHEREAS, The City the RFP stated that the City would accept and review
proposals from qualified banking institutions; and
WHEREAS, City National Bank has submitted a Term Offer, attached as Exhibit
"A ", for the financing of the purchase of the property located at 780 Fisherman Street, to
be used for the City's new Government Center and Administration Building; and
WHEREAS, the Term Offer has been reviewed by and discussed with the City's
Bond counsel and Financial Advisor; and
Offer.
WHEREAS, The City Commission wishes to proceed with accepting the Term
NOW THEREFORE BE IT RESOLVED THAT THE CITY COMMISSION OF
THE CITY OF OPA LOCKA, FLORIDA:
Section 1. The recitals to the preamble herein are incorporated by reference.
Resolution No. 15 -8970
Section 2. The City Commission hereby authorizes the City Manager to accept
the Term Offer from City National Bank attached as Exhibit "A" in the amount of
$8.6 million dollars in order to finance the purchase of the building located at 780
Fisherman Street.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 131h day of April' 2015.
Attest to:
Jo a Flores
City Clerk
Approved as to form and legal sufficiency:
Brown Law Group, LLC
City Attorney
Moved by: VICE MAYOR HOLMES
Seconded by: COMMISSIONER PINDER
Commissioner Vote:
Commissioner Kelley:
Commissioner Pinder:
Commissioner Santiag
Vice Mayor Holmes:
Mayor Taylor:
4 -0
NOT PRESENT
YES
o: YES
YES
YES
il&A) City National Bank
April 9th, 2015
Ms. Susan Gooding - Liburd
The City of Opa- Locka, FL
3400 NW 135th Street
Bldg B
Opa- Locka, FL 33054
Dear Ms. Gooding - Liburd,
0
City National Bank of Florida ( "Bank") is pleased to provide you with the following Term Sheet
which outlines the basic terms and conditions currently being contemplated for the proposed
extensions of credit to the below- referenced Borrowers.
The following is not a commitment to lend, but rather an expression of interest on behalf of the
Bank. A final approval will be conditional on the Bank completing its full underwriting and usual
and customary due diligence processes. The terms and conditions outlined here are subject to
change in whole or in part, and any formal conveyance of a final approval would be detailed in
a formal commitment letter.
We look forward to the opportunity to review this with you and to building a long term
relationship between our firms.
FOR DISCUSSION PURPOSES ONLY
BORROWER: The City of Opa- Locka, FL ( "Borrower")
LOAN AMOUNT: Loan A) $5,160,000.00
Loan B) $3,440,000.00
LOAN TYPE & PURPOSE: Loan A) Direct placement bank qualified non tax exempt loan to
provide funds for the acquisition of an owner occupied
commercial property located at 780 Fisherman Street Opa- Locka,
FL
Loan B) Direct placement bank qualified tax exempt loan to
provide funds for the acquisition of an owner occupied
commercial property located at 780 Fisherman Street Opa- Locka,
FL
Business Banking Division
INTEREST RATE: Loan A) The interest rate will be 4.25 %, fixed for the life of the
loan.
Loan B) The interest rate will be 2.65 %, fixed for the life of the
loan.
TERM: Loan A) Ten [10] years from date of note
Loan B) Ten [10] years from date of note
REPAYMENT: Loan A) 119 payments of Principal and Interest based on a
25 year amortization. A balloon payment of all outstanding
principal, plus accrued interest will be due on the 120th
month.
Loan B) 119 payments of Principal and Interest based on a
25 year amortization. A balloon payment of all outstanding
principal, plus accrued interest will be due on the 120th
month.
BANK LOAN FEE: Loan A) 1.00% of Loan amount ($51,600.00). A deposit of
$25,000.00 for incidental fees shall be payable upon issuance and
acceptance of this term sheet.
Loan B) 1.00% of the loan amount ($34,400.00)
PREPAYMENT PENALTY: Loan A) 1% of the outstanding principal balance if paid during the first
five years. The prepayment penalty shall only apply if the loan is
refinanced with another Lender.
Loan B) 1% of the outstanding principal balance if paid during the first
five years. The prepayment penalty shall only apply if the loan is
refinanced with another Lender.
COLLATERAL: The Loans will be collateralized by the following:
- First lien on the Florida Communication and Utility tax
revenues of the City.
CONDITIONS PRECEDENT: - Review and receipt of audited financial statements of
Borrower for the fiscal year ended 9/30/2013
- Review and receipt of "unaudited" financial statements of
Borrower for the fiscal year ended 09/30/2014.
Business Banking Division Page 2 of 5
- Formal Loan Commitment and Approval shall be subject to the
Bank completing a full underwriting of the Borrower's financial
position and due diligence.
- Borrower shall continue to maintain their primary deposit
relationship, including operating accounts and cash management
relationship, with City National Bank during the life of the loan.
- Approval of the terms and conditions contained in this term
sheet is subject to approval by the city commission through the
enactment of an ordinance.
OTHER TERMS &
REQUIREMENTS: 1) Loan and closing documents will be drafted by Borrower's bond
counsel. Bank's attorney will work in conjunction with Borrower's
bond counsel.
2) City shall set up a lockbox account with the Bank for the
collection of the City's communication tax and City utility tax
receipts.
3) Opinion of Borrower's Counsel attesting to City's full authority
to enter into the subject credit facility.
4) Opinion of Counsel as to Bank Qualified Tax - Exempt loan
status for the subject credit facility.
FINANCIAL COVENANTS 1) 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 expnse).
In the event the Borrower does not produce the required
1.25:1.00 at time of testing, the Bank may (at its sole & absolute
discretion and within 90 days of covenant default) grant the
Borrower the option to pledge additional revenue(s) to comply
with said covenant.
REPORTING
REQUIREMENTS: 1.) CPA unqualified fiscal year -end Financial Statements of the
Borrower to be provided within 240 days of fiscal year end,
commencing with fiscal year -end statement dated September 30,
2014.
Business Banking Division Page 3 of 5
2.) Annual Commission Approved Budget of Borrower, submitted
within 30 days from date of approval by the City Commission.
3.) Semi - Annual Financial Statements to be submitted within 90
days of semi - annual anniversary date.
EXPENSES: The Borrower agrees to pay all of the normal disbursements, costs and
fees of the Bank and the Borrower involved in this transaction (which are
reasonable and customary and have actually been incurred) including but
not necessarily limited to, recording costs, documentary stamps,
intangible tax, attorney fees for closing this loan, field audits and any and
all other additional expenses or additional requirements reasonably
imposed by the Bank or the Bank's counsel.
Bank hereby notifies you that pursuant to the requirements of the USA Patriot Act (the "Act "), it
is required to obtain, verify and record information that identifies you in accordance with the
Act.
[if applicable] The following is the Notice of Right to Receive a Copy of Appraisals, provided to
you pursuant to the Equal Credit Opportunity Act, in the event the subject loan will be secured
by a first lien on any dwelling:
The Bank may order an appraisal to determine the property's value and charge you for this
appraisal. We will promptly give you a copy of any appraisal, even if your loan does not close.
You can pay for an additional appraisal for your own use at your own cost.
By signing below, you hereby acknowledge reading and understanding all of the information
disclosed above and receiving a copy of this notice on the date indicated below.
City National Bank is pleased to provide this term sheet for your review. If the foregoing
meets with your approval, please sign where indicated below and provide the fee as
described herein along with a signed copy of the term sheet. This term sheet and the
provisions herein shall expire 5 business days from the date of this letter. After acceptance,
should the Bank decline your request, the application fee will be refunded; otherwise, the
fee will be credited to your costs at closing. Should you elect not to close; the fee will be
retained by the Bank.
Vice - President
Business Banking Division Page 4 of 5
Acknowledgment to proceed must be received on or before April 17th, 2015.
ACCEPTED on this day of .2015
The City of Opa- Locka, FL
By:
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.
Business Banking Division Page 5 of 5
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City of 1 1
Agenda 1 1
Commission Meeting
4/13/15
Item Type:
Date:
X
(EnterX in box)
Fiscal Impact:
r� g�
Ordinance Reading:
(EnterX in box)5
y
(EnterX in box)
X
Public Hearing:p
A k
X
X
(EnterX in box)
Funding Source:
(Enter Fund & Dept)
Advertising Requirement:
Ri
19- 519312
(Enter X in box)
ITEM BUDGETED:
YES
NO
Contract /P.O. Required:
"'
RFP /RFQ /Bid #:
(EnterX in box)
N/A
X
Strategic Plan Related
Strategic Plan Priority Area:
Strategic Plan Obj. /Strategy: (list the
(Enter X in box)
}{
specific objective /strategy this item will address)
Enhance Organizational p
Bus. & Economic Dev p
Public Safety ll
Quality of Education
Qual. of Life & City Image p
Communcation ED
Sponsor Name
Department:
Kelvin L. Baker
City Manager
A Resolution of the City of Opa- locka, Florida authorizing the City Manager to accept "Term Offer" in the amount
of $8.6 million from City National Bank to finance the acquisition of a commercial building located at 780
Fisherman Street, Opa- locka, Florida for the new administrative building.
Term Offer has been reviewed and discussed with the City's Bond counsel and Financial Advisor.
Agenda Cover —Commission Meeting 4/13/2015
Page 2
Staff recommends approval authorizing the City Manager to sign the Term Offer.
• Term Offer letter
Memorandum
TO: Mayor
Vice Mayor
Commissioner
Commissioner
Commissioner
FROM: Kelvin L. Bake
DATE: April 09, 2015
O �O
S
�o AR��';o
Y� 9H
Myra L. Taylor
Timothy Holmes
Joseph Kelley
Terence Pinder
Luis B. Santiago
;r, Sr., City Manager
RE: Term Offer from City National Bank for purchase of Commercial Building
Request: A resolution of the City of Opa- locks, Florida authorizing the City Manager to
accept "Term Offer" from City National Bank to finance the acquisition of a
commercial building located at 780 Fisherman Street, Opa- locka, Florida for the
new administrative building.
Description: The City Commission passed legislation authorizing the City Manager to
issue a Request for Proposal for Bank Loan, not -to- exceed $8.5 million.
The RFP stated the City shall accept and review proposals from qualified
banking institutions. The city issued Capital Improvement Revenue Note
(CIRN) Series 2013 for the purpose of providing funds to finance the cost
of acquisition, construction, improvement and equipping of a city
administration building.
Subsequent to the issuance of CIRN Series 2013, the city now desires to
purchase an existing commercial building located at 780 Fisherman Street,
Opa- locka, Florida.
The financial institution that provided financing of the CIRN Series 2013
has submitted a Term Offer for the financing of the purchase of the above -
mentioned commercial building.
Term Offer has been reviewed and discussed with the City's Bond counsel
and Financial Advisor.
-2-
Account Number: 19- 519312
Financial Impact: A deposit of $25,000.00 for incidental fees shall be payable upon
issuance and acceptance of term offer. These funds will be held in
escrow until closing where it will be applied to the full amount listed
above.
The term sheet and the provisions shall expire five (5) business days
from the date of the term sheet. After acceptance, should the Bank
decline the request, the application fee will be refunded; otherwise, the
fee will be credited to the costs at closing.
Implementation Time Line: Immediately.
LeEislative History:
Analysis: N/A
Series Ordinance 13 -41.
Recommendation(s): Staff recommends approval authorizing the City Manager to sign the
Term Offer.
Attachments: Resolution # 13 -41
City National Bank Term Offer letter
Prepared by: Susan Gooding - Liburd, Finance Director.
End of Memorandum
2
CITY OF OPA- LOCKA, FLORIDA
SERIES ORDINANCE NO. 1341
Enacted on December 11, 2013
Authorizing and Securing
City of Opa- locks, Florida Capital Improvement Revenue Note, Series 2013
ls` Reading:
2°d Reading:
Public Hearing:
Adopted:
Effective Date:
Sponsored by:
11/26/2013
12/11/2013
12/11/2013
12/11/2013
12/12/2013
City Manager
ORDINANCE NO. 1341
A SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY
OF OPA- LOCKA, FLORIDA PROVIDING FOR THE ISSUANCE,
PURSUANT TO AN ORDINANCE OF THE CITY PREVIOUSLY
ENACTED, OF OBLIGATIONS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HUNDRED
THOUSAND DOLLARS ($8,500,000), TO BE DESIGNATED AS THE
CITY OF OPA- LOCKA, FLORIDA CAPITAL IMPROVEMENT
REVENUE NOTE, SERIES 2013, FOR THE PURPOSE OF PROVIDING
FUNDS, TOGETHER WITH OTHER AVAILABLE FUNDS, TO
FINANCE THE COST OF ACQUISITION OF A SITE WITHIN THE
CITY AND THE ACQUISITION, CONSTRUCTION, IMPROVEMENT
AND EQUIPPING OF A CITY ADMINISTRATION BUILDING AND
RELATED FACILITIES ON SUCH SITE, FUNDING A RESERVE
ACCOUNT FOR THE SERIES 2013 NOTE, IF DEEMED NECESSARY,
AS PROVIDED HEREIN, AND PAYING COSTS OF ISSUANCE OF THE
SERIES 2013 NOTE; PROVIDING FOR THE TERMS AND PAYMENT
OF SUCH SERIES 2013 NOTE; PROVIDING FOR THE RIGHTS,
SECURITY AND REMEDIES OF THE LENDER WITH RESPECT
THERETO; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; DESIGNATING A REGISTRAR AND
PAYING AGENT FOR THE SERIES 2013 NOTE; DELEGATING
AUTHORITY TO THE CITY MANAGER, IN CONSULTATION WITH
THE CITY'S FINANCIAL ADVISOR, TO SELECT A QUALIFIED
FINANCIAL INSTITUTION PURSUANT TO A COMPETITIVE
PROPOSAL PROCESS TO MAKE A LOAN TO THE CITY EVIDENCED
BY THE SERIES 2013 NOTE, SUBJECT TO CERTAIN PARAMETERS
AND OTHER MATTERS SET FORTH IN THIS SERIES ORDINANCE;
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 CITY OFFICIALS TO DO ALL THINGS DEEMED
NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND
DELIVERY OF THE SERIES 2013 NOTE; PROVIDING FOR
SEVERABILITY; PROVIDING AN EFFECTIVE DATE.
Ordinance No. 13-41
WHEREAS, the City of Opa- Locka, Florida (the "City") has, on the date hereof, enacted
an ordinance (the "Master Ordinance") providing for the issuance from time to time thereunder
of Obligations (as defined in the Master Ordinance) (all capitalized terms not otherwise defined
herein having the meaning ascribed thereto in the Master Ordinance); and
WHEREAS, among other matters, the Master Ordinance authorizes, in general terms,
the issuance of the Series 2013 Note in an aggregate principal amount not exceeding $8,500,000,
subject to the matters to be set forth in a Series Ordinance with respect to the Series 2013 Note;
and
WHEREAS, the Series 2013 Note will be secured by the Pledged Funds on a parity with
Additional Obligations and Refunding Obligations outstanding from time to time under the
Master Ordinance;
WHEREAS, the City desires to enact this ordinance as a Series Ordinance with respect
to the Series 2013 Note within the meaning of the Master Ordinance (the "2013 Series
Ordinance"); and
WHEREAS, the City Commission hereby declares and determines that the Series 2013
Project serves a valid paramount public and municipal purpose of the City;
WHEREAS, subsequent to the date hereof, pursuant to a competitive proposal process,
the City will solicit proposals from qualified financial institutions to make a loan evidenced by
the Series 2013 Note and, subject to the provisions hereof, the City Manager, in consultation
with the Financial Advisor, will select a qualified financial institution to make the loan to the
City to be evidenced by the Series 2013 Note (the "Lender "); and
WHEREAS, subject to the provisions hereof, the City Commission desires to delegate to
the City Manager, in consultation with the Financial Advisor, the authority to obtain the loan
evidenced by the Series 2013 Note from the Lender and to determine the final details of the
Series 2013 Note, among other matters; and
WHEREAS, pursuant to Section 218.385, Florida Statutes, an authorized officer of the
Lender will deliver to the City a disclosure statement and truth-in- bonding statement on behalf of
the Lender and a customary lender's certificate as a condition to the issuance and delivery of the
Series 2013 Note; and
WHEREAS, the City Commission desires to approve the execution and delivery of
additional instruments and the taking of appropriate actions by authorized representatives of the
City in connection with the Series 2013 Note, all as more fully set forth herein.
NOW, THEREFORE, BE IT ENACTED BY THE CITY COMMISSION OF THE
CITY OF OPA- LOCKA, FLORIDA:
Section 1. Authorization.
2
Ordinance No. 1341
(a) The Series 2013 Note shall be initially issued under and secured by the Master
Ordinance, as supplemented by this 2013 Series Ordinance (collectively, the "2013 Ordinance").
This 2013 Series Ordinance shall be deemed to be a Series Ordinance with respect to the Series
2013 Note within the meaning of the Master Ordinance. The Series 2013 Note shall be issued as
a Tax - Exempt Obligation for the purpose of providing funds, together with other legally
available funds of the City, to (i) finance the Cost of the Series 2013 Project, (ii) if deemed
necessary as provided herein, fund a Reserve Account for the Series 2013 Note, and (ii) pay the
Costs of issuance of the Series 2013 Note. The City Commission hereby finds that the issuance
of the Series 2013 Note and the application of the proceeds of the Series 2013 Note as aforesaid
will serve a valid paramount public and municipal purpose in accordance with the Act. The
Series 2013 Note shall be designated "City of Opa- Locka, Florida Capital Improvement Revenue
Note, Series 2013." The initial Registrar and the initial Paying Agent for the Series 2013 Note
shall be the City. The Series 2013 Note shall not be held in book -entry only form.
(b) The Series 2013 Note shall be executed in the manner set forth in the Master
Ordinance and shall be deposited with the City, as Registrar for the 2013 Note, for
authentication, but prior to or simultaneously with the authentication and delivery of the Series
2013 Note there shall be filed with the City Manager the following documents and opinions: (i) a
copy, certified by the City Clerk, of the 2013 Ordinance; (ii) an opinion of the City Attorney to
the effect that the 2013 Ordinance has been duly enacted by the City Commission and is in full
force and effect; (iii) an opinion or opinions of Bond Counsel to the effect that (A) the Pledged
Funds have been lawfully pledged, to the extent described in the 2013 Ordinance, for the
payment of the Series 2013 Note, (B) the Series 2013 Note constitutes a special obligation of the
City payable in accordance with the provisions of the 2013 Ordinance, and (C) the interest on
such Series 2013 Note is excluded from gross income for federal income tax purposes, subject,
in each case, to customary qualifications; and (d) any additional documents or opinions as Bond
Counsel or the Lender or its counsel may reasonably require.
(c) When (i) the documents mentioned above shall have been filed with the City
Manager, (ii) the Series 2013 Note shall have been executed by the City and authenticated by the
Registrar as required by the 2013 Ordinance, and (iii) the Lender shall have made a loan to the
City in an amount equal to the initial principal amount of the Series 2013 Note, then the
Registrar shall deliver such Series 2013 Note at one time to the Lender. The specific application
of proceeds of the Series 2013 Note, including without limitation, amounts, if any, to be
deposited in the funds and accounts established by the Master Ordinance, shall be set forth in a
certificate to be delivered by the Finance Director simultaneously with the delivery of the Series
2013 Note. It shall be a condition to the issuance and delivery of the Series 2013 Note that the
Lender provide the City with a Disclosure and Truth-in- Bonding Statement as required by
Section 218.385, Florida Statutes and a customary lender's certificate executed on behalf of the
Lender on the date of issuance of the Series 2013 Note.
Section 2. Form Denominations Date Interest Rates and Maturity Dates.
(a) The Series 2013 Note is issuable only in fully registered form and shall be in
substantially the form set forth in Exhibit "A" to the Master Ordinance, with such appropriate
variations, omissions and insertions as may be required therein and approved by the City
Manager as set forth in the 2013 Covenant Agreement (as defined herein) and/or Series 2013
3
Ordinance No. 13-41
Note. The Series 2013 Note shall be in authorized denominations equal to the outstanding
principal amount thereof from time to time. The Series 2013 Note shall be dated as of its date of
issuance and shall bear interest as provided in Section 203 of the Master Ordinance, unless
otherwise set forth in the 2013 Covenant Agreement. Interest on the Series 2013 Note shall be
payable semiannually on April I and October 1 of each year, commencing on April 1, 2014 (or
on such other dates determined by the City Manager and set forth in the Series 2013 Note). The
Series 2013 Note shall mature on such dates, and in such years, but not later than approximately
20 years from its date of issue, and shall bear interest at such fixed rate or rates as set forth in the
Series 2013 Note; provided, however, that the Series 2013 Note shall be issued in an aggregate
principal amount not to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000), with
the final aggregate principal amount of said Series 2013 Note to be determined by the City
Manager and set forth in the Series 2013 Note, and the true interest cost rate to be borne by the
Series 2013 Note shall not exceed 5.50% per annum, with the final interest cost rate per annum
to be determined by the City Manager and set forth in the Series 2013 Note, subject to such
customary adjustment as may be required by the Lender, including as the result of a
determination of taxability with respect to the Series 2013 Note (collectively, the "Parameters ").
(b) The City does not expect to issue more than $10,000,000 of tax- exempt
obligations in calendar year 2013, and therefore, in the event the Series 2013 Note is issued and
delivered in calendar year 2013, the City hereby designates the Series 2013 Note as a qualified
tax- exempt obligation within the meaning of Section 265(b)(iii) of the Internal Revenue Code of
1986, as amended. In the event that the Series 2013 Note is instead issued and delivered in
calendar year 2014, the terms "Series 2013 Note, "Series 2013 Project," "Series 2013 Reserve
Account," "Series 2013 Reserve Fund Requirement," and "2013 Covenant Agreement' may be
redesignated to instead reference "2014." The City Manager is hereby authorized to designate
such "Series 2014 Note" as a qualified tax - exempt obligation within the meaning of Section
265(b)(iii) of the Internal Revenue Code of 1986, as amended, in the event the City can certify,
at the time of issuance of the Series 2014 Note, that it does not expect to issue more than
$10,000,000 of tax - exempt obligations in calendar year 2014.
(c) The Series 2013 Note may have endorsed thereon such legends or text as may be
necessary or appropriate to conform to any applicable rules and regulations of any governmental
authority or any usage or requirement of law with respect thereto. The execution and delivery of
the Series 2013 Note substantially in the form mentioned above is hereby authorized, and the
execution of the Series 2013 Note for and on behalf of the City, with a facsimile or manual
signature, by the Mayor with the official seal of the City impressed or imprinted thereon and
attested, with a facsimile or manual signature, by the City Clerk, is hereby authorized and such
execution and delivery shall be conclusive evidence of any approval of the matters set forth in
the Series 2013 Note on behalf of the City.
(d) All payments of interest on the Series 2013 Note shall be made by wire transfer as
provided in Section 203 of the Master Ordinance, except as otherwise set forth in the 2013
Covenant Agreement and/or Series 2013 Note. Interest on the Series 2013 Note shall be
computed on the basis of a 360 -day year of twelve 30 -day months.
Section 3. Matters Relating to Redemption and Mandatory Purchase: Reserve
Account.
4
Ordinance No. 13-41
(a) The Series 2013 Note may set forth such optional redemption, mandatory sinking
fund redemption and/or mandatory purchase provisions, if any, as the City Manager, in
consultation with the Financial Advisor, may deem necessary and advisable or as may be
required by the Lender in connection with the Series 2013 Note. The Amortization Requirements
and mandatory sinking fund redemption date or dates for the Series 2013 Note shall be as
approved and determined by the City Manager and set forth in the Series 2013 Note. If less than
all of the Series 2013 Note is to be redeemed, the Series 2013 Note to be redeemed shall be
selected in accordance with Subsection 208(1) and Section 302 of the Master Ordinance or as
otherwise set forth in the Series 2013 Note.
(b) The City Manager is hereby authorized to determine, in consultation with the
Financial Advisor and Bond Counsel, whether to fund a Reserve Account for the Series 2013
Note if required by the Lender. The determination to fund a Reserve Account for the Series 2013
Note shall be set forth in the 2013 Covenant Agreement. If a determination is made to fund a
Reserve Account for the Series 2013 Note, same will be designated as the "Series 2013 Reserve
Account" and the Series Reserve Fund Requirement for the Series 2013 Note shall be as set forth
in the 2013 Covenant Agreement and shall be deemed the "Series 2013 Reserve Fund
Requirement," The Series 2013 Reserve Fund Requirement shall not exceed the lesser of (a) one
hundred twenty -five percent (125 %) of the average annual amount of debt service on the Series
2013 Note Outstanding for the then current Fiscal Year or any future Fiscal Year, (b) ten percent
(10 %) of the proceeds (as such term is defined under the Code for such purpose) of the Series
2013 Note, or (c) the maximum annual aggregate debt service on the Series 2013 Note
Outstanding for the then current Fiscal Year or any future Fiscal Year. All or a portion of such
Series 2013 Reserve Account Requirement may be funded from proceeds of the Series 2013
Note at one time or over time, all as shall be set forth in the 2013 Covenant Agreement.
Section 4. Loan, Covenant Agreement.
(a) The City hereby finds that, based on present market conditions, the volatility of
interest rates, the Communication Services Tax Revenues and Public Service Tax Revenues
comprising new revenue sources being pledged by the City which require extensive planning and
explanation, and the recommendation of the Financial Advisor, it would be in the best interest of
the City that a loan evidenced by the Series 2013 Note be obtained on a negotiated basis as
hereafter described. The City Manager is hereby authorized to conduct a competitive proposal
process to identify qualified financial institutions interested in making a loan evidenced by the
Series 2013 Note and to select as the Lender the institution that provides the most favorable
overall proposal to the City for the loan. The continuing disclosure requirements of the Rule shall
not apply to the Series 2013 Note. Notwithstanding the provisions of the Master Ordinance, the
2013 Covenant Agreement and/or Series 2013 Note shall set forth limitations on the ability of
the Lender to transfer the Series 2013 Note. The Lender and its permitted assigns shall be
deemed to be the Registered Owner of the Series 2013 Note for all purposes of the 2013
Ordinance.
(b) In making the determinations as to the details and other matters relating to the
Series 2013 Note and the documentation related thereto, the City Manager is entitled to consult
with and seek advice from the Financial Advisor, the Finance Director, the City Attorney and
Bond Counsel. Subject to the Parameters, the aggregate principal amount, maturities, interest
Ordinance No. 13-41
rates and other terms of the Series 2013 Note shall be as approved and determined by the City
Manager and set forth in the 2013 Covenant Agreement and/or the Series 2013 Note, with the
execution and delivery of the 2013 Covenant Agreement and Series 2013 Note being conclusive
evidence of the City's approval of the final details, terms and conditions of the Series 2013 Note.
In order to set forth additional covenants of the City and other matters that may be required by
the Lender, the execution and delivery of a Covenant Agreement with respect to the Series 2013
Note (the "2013 Covenant Agreement") is hereby authorized. Subject to the Parameters, the
2013 Covenant Agreement shall contain provisions not in conflict with the Master Ordinance,
except as such conflicting provisions may be permitted thereby, and may include additional
covenants of the City and limitations on provisions in the Master Ordinance as required by the
Lender, all as shall be approved by the City Manager, in consultation with the Financial Advisor
and Bond Counsel. Upon such approval, the Mayor (or any member of the City Commission in
the absence of the Mayor) is hereby authorized and directed to execute, and the City Clerk is
hereby authorized and directed to attest, the 2013 Covenant Agreement. The execution and
delivery of the 2013 Covenant Agreement shall constitute conclusive evidence of the approval
thereof.
Section 5. Further Authori ty. The officers of the City, members of the City
Commission and other agents or employees of the City are hereby authorized to do all acts and
things required of them by the 2013 Ordinance for the full, punctual and complete performance
of all of the terms, covenants and agreements contained in the Series 2013 Note and the 2013
Covenant Agreement.
Section 6. Effect of Partial Invalidity. In case any one or more of the provisions of
this Series Ordinance or of the Series 2013 Note shall for any reason be held to be illegal or
invalid, such illegality or invalidity shall not affect any other provisions of this Series Ordinance
or the Series 2013 Note.
Section 7. Effective Date. This Ordinance shall take effect upon its enactment.
PASSED AND ADOPTED on first reading this 26th day of November, 2013.
PASSED AND ENACTED on second reading this 11th day of December, 2013.
Attest to:
q�-
Joanna Flores
City Clerk
6
TAY]
YOR
Ordinance No. 13 -41
Moved by:
Seconded by:
Commission Vote:
Commissioner Holmes:
Commissioner Johnson:
Commissioner Santiago:
Vice -Mayor Kelley:
Mayor Taylor:
Approved as to
Attorney
VICE MAYOR KELLEY
COMMISSIONER JOHNSON
5 -0
YES
YES
YES
YES
YES
VA
legal
MARDER, P.A.
ruMt McsAt n 1 MiamiHemidi nom ND SUNDAY, DECEMBER 1, 208 1 7ND
CITY OF OPA- LOCKA, FLORIDA
NOTICE TO THE PUBLIC
NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa- locka, Florida will hold public hearings at its Regular Commission Meeting on Wednesday.
December 11, 2013 at 7:00 p.m. in the City Commission Chambers at Sherbondy Village, 215 Perviz Avenue, Opa- locks, Florida to consider the following items:
SECOND READING ORDINANCES/PUBLIC NEARING:
1. AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, AMENDING ORDINANCE 10-03, WHICH CREATED A NEW
SECTION (ORDINANCE NO. 86-% ARTICLE 7, SECTION 7.5) TREE PROTECTION PROGRAM; SPECIFYING INTENT, DESIGNATING AUTHORITY TO SUPERVISE;
ENFORCE; MODIFY AND SUPPLEMENT; PROVIDING DEFINITIONS; ESTABUSHING TREE PLANNING STANDARDS; PROVIDING TREE REMOVAL STANDARDS;
PROHIBITING TREE ABUSE; DESCRIBING PUBLIC PROPERTY PLANTING AND MAINTENANCE STANDARDS; APPLICABILITY TO UTILITY COMPANIES;
ESTABLISHING EMERGENCY PROVISIONS; DESIGNATING ENFORCEMENT; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR CONFLICT
AND REPEALER; PROVIDING FOR CODIFICATION AND SEVERABIUTY; PROVIDING FOR AN EFFECTIVE DATE (first reading held on November 13, 2013).
Sponsored by C.M.
2. AN ORDINANCE OFTHE CITY COMMISSION OFTHE CITY OF OPA-LOCKA, FLORIDA, TO CREATE AN ORDINANCE PROHIBITING IMPROPER SOLICITATION
ON CITY STREETS AND PROPERTY IN ACCORDANCE WITH PROVISIONS, SIMILAR TO FLORIDA STATUTE 337.406; PROVIDING FOR INCORPORATION
OF RECITALS; PROVIDING FOR CONFLICT AND REPEALER; PROVIDING FOR CODIFICATION AND SEVERABILrTY; PROVIDING FOR AN EFFECTIVE DATE
(first reading held on November 13, 2013). Sponsored by D.J.
3. AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA PROVIDING FOR THE ISSUANCE, IN ONE OR MORE SERIES, OF THE CITY'S
CAPITAL IMPROVEMENT REVENUE OBLIGATIONS; PROVIDING THAT SUCH OBLIGATIONS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR UMrTAT10N, OR A PLEDGE OF THE GAY'S FULL FAITH AND CREDIT, BUT SHALL BE SECURED BY
AND PAYABLE FROM PLEDGED FUNDS CONSISTING OF (Q THE PUBLIC SERVICE TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OF A PUBLIC
SERVICE TAX AND (IQ THE COMMUNICA71ONS SERVICES TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CRY OF A COMMUNICATIONS SERVICES
TAX; PROVIDING FOR THE ISSUANCE OF THE FIRST SERIES OF SUCH OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE
HUNDRED THOUSAND DOLLARS (58,500,000). TO BE DESIGNATED AS THE CITY OF OPA- LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013, FOR
THE PRINCIPAL PURPOSE OF PROVIDING FUNDS, TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS, TO FINANCE THE COST OF ACQUISITION OF A SITE WITHIN
THE CRY AND THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A CITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON SUCH SITE,
ALL AS SHALL BE MORE FULLY SET FORTH IN A SERIES ORDINANCE; PROVIDING FOR THE ISSUANCE OF ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS
UNDER CERTAIN CONDITIONS; PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND ACCOUNTS; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE
(first reading held on November 26, 2013). Sponsored by C.M.
4. A SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA PROVIDING FOR THE ISSUANCE, PURSUANT TO AN ORDINANCE OF
THE CITY PREVIOUSLY ENACTED, OF OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
($8,500,000►, TO BE DESIGNATED AS THE CITY OF OPA- LOCKA, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013, FOR THE PURPOSE OF PROVIDING
FUNDS, TOGETHER WITH OTHER AVAILABLE FUNDS, TO FINANCE THE COST OF ACQUISITION OF A SITE WITHIN THE CITY AND THE ACQUISITION, CONSTRUCTION,
IMPROVEMENT AND EQUIPPING OF A CITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON SUCH SITE, FUNDING A RESERVE ACCOUNT FOR THE SERIES
2013 NOTE, IF DEEMED NECESSARY, AS PROVIDED HEREIN, AND PAYING COSTS OF ISSUANCE OF THE SERIES 2013 NOTE; PROVIDING FOR THE TERMS AND PAYMENT
OF SUCH SERIES 2013 NOTE; PROVIDING FOR THE RIGHTS, SECURITY AND REMEDIES OF THE LENDER WITH RESPECT THERETO; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; DESIGNATING A REGISTRAR AND PAYING AGENT FOR THE SERIES 2013 NOTE; DELEGATING AUTHORITY TO THE CITY
MANAGER, IN CONSULTATION WITH THE CITY S FINANCIAL ADVISOR, TO SELECT A QUALIFIED FINANCIAL INSTITUTION PURSUANT TO A COMPETITIVE PROPOSAL
PROCESS TO MAKE A LOAN TO THE CITY EVIDENCED BY THE SERIES 2013 NOTE. SUBJECT TO CERTAIN PARAMETERS AND OTHER MATTERS SET FORTH IN THIS
SERIES ORDINANCE; AUTHORmNG THE EXECUTION AND DELIVERY OF AN AGREEMENT WITH THE LENDER TO SET FORTH ADDITIONAL COVENANTS OF THE CRY AND
MATTERS RELATING TO THE SERIES 2013 NOTE AS MAY BE REQUIRED BY THE LENDER; AUTHORIZING CITY OFFICIALS TO 00 ALL THINGS DEEMED NECESSARY IN
CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2013 NOTE; PROVIDING FOR SEVERABILIT'il PROVIDING AN EFFECTIVE DATE (first reading held
on November 26, 2013). Sponsored by C.M.
Additional information on the above items may be obtained in the Office of the City Clerk. 3400 NW 135'" Street, Bidg. B, Opa- locka, Florida. All interested persons are encouraged
to attend this meeting and will be heard with respect to the public hearing.
PURSUANT TO FS 29906: Anyone who desires to appeal any decision made by any board, agency, or commission with rasped to any matter considered at such meeting or hearing will need
a record of the proceedings, and for that reason, may need to ensure that a verbatim record of the proceedings a made, which record includes sire testimony and evidence upon which the appeal
may be based.
JOANNA FLOFAM CMC
CITY CLERK
City of Opa -locka
Agenda Cover Memo
Commission Meeting
Date:
11/26113
Item Type:
(EnterX in boy)
X
Ordinance Reading:
X
Fiscal Impact:
(Enter X in box)
X
X
Public Hearing:
(Enter X in box)
X
X
Funding Source:
WA
(WA)
Advertising Requirement:
(EnterX in box)
X
Contracl/P O. Required:
(Enter X in box)
RFP/RFO/Bid #:
WA
X
Strategic Plan Priority Area:
Strategic Plan ObjJStmtegy:
Enhance Organizational 0
WA
Strategic Plan Related
(EnterX in box)
X
Bus. &- Economic Dev
Public Safety 0
Quality of Education 0
Qual. of Life & City Image ■
Communication 0
Sponsor Name
City Manager
Department:
Finance
MEMO=
�t .
Staff recommends approval of the attached ordinance.
1-- p �A
Agenda Cover - New City Hall Financing 1
C
4
J �L -
MEMORANDUM
TO: Myra L. Taylor, Mayor
Joseph L. Kelley, Vice Mayor
Timothy Holmes, =lo er Dorothy Johnsonsi er
Luis B. Santiago, Commissio r
FROM: Kelvin L. Baker, Sr., City Mana
DATE: November 21, 2013
RE: 'An Ordinance Authorizing and Securing the City of Opa- locks, Florida Capital Improvement Revenue
Note, Series 2013
Request:
A SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA PROVIDING FOR THE ISSUANCE, PURSUANT TO AN
ORDINANCE OF THE CITY PREVIOUSLY ENACTED, OF OBLIGATIONS IN
AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION
FIVE HUNDRED THOUSAND DOLLARS (58,500,000), TO BE DESIGNATED
AS THE CITY OF OPA- LOCKA, FLORIDA CAPITAL IMPROVEMENT
REVENUE NOTE, SERIES 2013, FOR THE PURPOSE OF PROVIDING FUNDS,
TOGETHER WITH OTHER AVAILABLE FUNDS, TO FINANCE THE COST
OF ACQUISITION OF A SITE WITHIN THE CITY AND THE ACQUISITION,
CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A CITY
ADMINISTRATION BUILDING AND RELATED FACILITIES ON SUCH SITE,
AS PROVIDED HEREIN, AND PAYING COSTS OF ISSUANCE OF THE
SERIES 2013 NOTE; PROVIDING FOR THE TERMS AND PAYMENT OF
SUCH SERIES 2013 NOTE; PROVIDING FOR THE RIGHTS, SECURITY AND
REMEDIES OF THE LENDER WITH RESPECT THERETO; DELEGATING
AUTHORITY TO THE CITY MANAGER, IN CONSULTATION WITH THE
CITY'S FINANCIAL ADVISOR, TO SELECT A QUALIFIED FINANCIAL
INSTITUTION PURSUANT TO A COMPETITIVE PROPOSAL PROCESS TO
MAKE A LOAN TO THE CITY EVIDENCED BY THE SERIES 2013 NOTE,
SUBJECT TO CERTAIN PARAMETERS AND OTHER MATTERS SET FORTH
IN THIS SERIES ORDINANCE; 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 CITY
OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION
WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2013 NOTE;
PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE.
Background:
On July 30, 2013, the Mayor and City Commission adopted Resolution No.13 -8665. This resolution intended to
issue the obligations in an amount necessary to finance the cost of a new city hall.
Description:
New City Hall Financing Project.
Financial Impact: There will be a financial impact in an amount not to exceed 8.5 million dollars. This amount
comes from account no.44- 541821.
Implementation Time Line: Immediately.
Legislative History: Resolution No. 13 48665.
Staff Recommendation:
Staff recommends approval of the attached ordinance.
Attachment(s):
Resolution No. 13 -8665
Prepared By:
Susan Gooding- Liburd, CPA, Finance Director
Elbert Waters, Planning Consultant
Agenda Item- KaBoom Site Modification 2