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2015-09-339 Emergency Amendment of City Taxable Land Acquisition Revenue Bond 2009BORDINANCE NO. 2015-09-339 AN EMERGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA AUTHORIZING THE AMENDMENT OF THE CITY'S TAXABLE LAND ACQUISITION REVENUE BOND, SERIES 2009B; APPROVING THE EXECUTION OF A BOND MODIFICATION AGREEMENT; REPEALING ALL ORDINANCES AND RESOLUTIONS IN CONFLICT; PROVIDING AN EFFECTIVE DATE. WHEREAS, in July 2009, under Ordinance Number 2009-19-191 Council approved the borrowing of $8.8 million for the acquisition of economic development property located on the east side of NW 27 Ave and south of 191 street (Cornerstone property), and WHEREAS, the City issued its Taxable Land Acquisition Revenue Bond, Series 2009B (the "Bond") dated August 14, 2009; WHEREAS, the Bond matures v)n August 1, 2015, with a balloon payment, and WHEREAS, on July 23, 2014 an amendment was executed under Ordinance No. 2014-11-322 to extend the maturity to August 1, 2015, and WHEREAS, cuirently, the City has a contract for the sale of the property and is scheduled for a closing date of August 31,2015, and WHEREAS, the City desires to extend the maturity of the Bond and the owner of the Bond, Bank of America, N.A., has agreed to extend the maturity as provided in the Second Bond Modification Agreement herein referenced, and WHEREAS, the extension requires quarterly principal payments of $112,000 on August 1, 2015 and on November 1, 2015, with a final balloon payment in the amount of $6,905,440, and WHEREAS, as spelled out in the attached Second Agreement to Agreement of Sale, all principal and interest costs and any other fees will be paid by the buyer of the property, and WHEREAS, in accordance with the City Charter, Section 4.4 (5), this item is being proposed as an Emergency Ordinance due to the fact that the City does have unappropriated revenues to meet the debt service payoff, and WHEREAS, if the extension request were not granted, the City would be in danger of defaulting on a financing agreement, which could negatively impact the City's bond rating. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: SECTION 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas Clauses are hereby Ordinance No. 2015-09-339 Page 1 ratified and confirmed as being true, and the same are hereby made a specific part of this Ordinance. SECTION 2. AUTHORIZATION: The City is authorized and directed to enter into the Second Bond Modification Agreement (the "Agreement") attached hereto as Exhibit A. The Mayor is authorized and directed to execute, and the City Clerk is directed to attest to the Mayor's signature on, the Agreement. The City Manager and City Attomey are hereby authorized to take any steps necessary to effectuate the extension. SECTION 3. CONFLICT: All ordinances or resolutions of the City in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4. EFFECTIVE DATE: This Ordinance will become effective immediately upon its final passage. PASSED ON FIRST READING THE 22ND DAY OF JULY, 2015. :iL ( w ADOPTED AND PASSED BY TH TY COUNCIL OF THE ITS REGULAR MEETING HELD ON CITY OF MIAMI GARDENS ATD DAY OF ^^Y, 201^ iR GILBERT, III, MAYOR ATTEST: /I ROKETTA TAYLOR, MMC, CITY CLERK REVIEWED: SONJA KNIGHTON DICKENS, ESQ., CITY ATTORNEY SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Moved by: Vice Mayor Robinson Second by: Councilman Harris VOTE: 7-0 Mayor Oliver Gilbert , III X (Yes)(No) Vice Mayor Felicia Robinson X (Yes)(No) Councilwoman Lillie Q. Odom X (Yes)(No) Councilman David Williams Jr X (Yes)(No) Councilwoman Lisa C. Davis X (Yes)(No) Councilman Rodney Harris X (Yes)(No) Councilman Erhabor Ighodaro, Ph.D.X (Yes)(No) SECOND BOND MODIFICATION AGREEMENT This Second Bond Modification Agreement is dated August , 2015 and is between City of Miami Gardens, Florida (the "City") and Bank of America, N.A. (the "Bank"). The maturity date of the City's Taxable Land Acquisition Revenue Bond, Series 2009B (the "Bond"), dated August 14, 2009, issued in the original principal amount of $8,800,000.00, has been extended to August 1, 2015 and is hereby extended to February 1, 2016. On the date hereof and on November 1, 2015 the City will pay the Bank all accrued and unpaid interest on the Bond and installments of principal on the Bond in the amount of $112,000.00. The City will continue to pay interest on the Bond on the Interest Payment Dates provided for in the Bond. On February 1, 2016 the City will pay the Bank all outstanding principal of and accrued interest on the Bond. The interest rate borne by the outstanding principal of the Bond from and including August 1, 2015 and thereafter shall be the LIBOR Rate plus 1.00% per annum. The LIBOR Rate is a fluctuating rate of interest which can change on each banking day. The rate will be adjusted on each banking day to equal the London Interbank Offered Rate (or a comparable or successor rate which is approved by the Bank) for U.S. Dollar deposits for delivery on the date in question for a one month term beginning on that date. The Bank will use the London Interbank Offered Rate as published by Bloomberg (or other commercially available source providing quotations of such rate as selected by the Bank from time to time) as determined at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, as adjusted from time to time in the Bank's sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate will be determined by such alternate method as reasonably selected by the Bank. A "London Banking Day" is a day on which banks in London are open for business and dealing in offshore dollars. If for any day the LIBOR Daily Floating Rate would otherwise be less than zero, it will be deemed to be zero. From and after the date hereof, the bond may be prepaid in whole or in part without any prepayment penalty. The City will pay the Bank's attorney's fee of $500.00 in connection with this Modification Agreement. City of Mjami Gardens, Florida .V 7 dl, ^ Mayor Attest: City Clerk Bank of America, N.A. By: Name: Title: 42 ^00 City of Miami Gardens Agenda Cover Memo 18605 NW 27 Ave., Miami Gardens, FL 33056 Council Meeting Date:Item Type:Ordinance Other July 22,2015 (Enter X in box] X Fiscal Impact: Yes No Ordinance Reading:Reading 2"^ Reading (Enter X in box)(Enter X in box)X X X Public Hearing:Yes No Yes No (Enter X in box) Funding Source:(Enter Fund & Dept)Advertising Requirement:Yes No General Fund (Enter X in box)X Contract/P.O. Required:Yes No RFP/RFQ/Bid #:N/A (Enter X in box)X Strategic Plan Related No Strategic Plan Priority Area:Strategic Plan Objective/Strategy: (Enter X in box)X Enhance Organizational □ Bus. & Economic Dev □ Public Safety □ Quality of Education O Qual. of Life & City Image □ Communication O (list the specific objective/strategy this item will address) Sponsor Name Cameron Benson, City Manager Department: City Manager Short Title: AN EMERCENCY ORDINANCE OE THE CITY COUNCIL OE THE CITY OE MIAMI GARDENS, ELORIDA AUTHORIZING THE AMENDMENT OF THE CITY'S TAXABLE LAND ACQUISITION REVENUE BOND, SERIES 2009B; APPROVING THE EXECUTION OF A BOND MODIFICATION AGREEMENT; REPEALING ALL ORDINANCES AND RESOLUTIONS IN CONFLICT; PROVIDING AN EFFECTIVE DATE. Staff Summary: In July 2009, under Ordinance Number 2009-19-191 Council approved the borrowing of $8.8 million for the acquisition of economic development property located on the east side of NW 27 Ave and south of 191 street (Cornerstone property). The bond is to be matured on August 1, 2014 with a balloon payment. On July 23, 2014 an amendment was executed under Ordinance No. 2014-11-322 to extend the maturity to August 1, 2015. Currently, the City has a contract for the sale of the property and is scheduled for a closing date of August 31, 2015. 18605 NW 27 Ave., Miami Gardens, FL 33056 Bank of America has agreed to extend the maturity for another six months to February 1, 2016. The extension requires quarterly principal payments of $112,000 on August 1, 2015 and on November 1, 2015. The extension requires a final balloon payment in the amount of $6,905,440. The interest payment for August 1, 2015 will be $29,291.26. For November 1, 2015 and February 1, 2016 it will be at a variable rate based on LIBOR plus 1.00%. LIBOR is a benchmark rate used by many of the world's leading banks for short-term loans. The 90 day LIBOR rate for this week is 0.29% and will be adjusted daily. As spelled out in the attached Second Agreement to Agreement of Sale, all principal and interest costs and any other fees will be paid by the buyer. In accordance with the City Charter, Section 4.4 (5), this item is being proposed as an Emergency Ordinance due to the fact that the City does have unappropriated revenues to meet the debt service payoff. If the extension request is not granted, the City would be in danger of defaulting on a financing agreement. The impact of this could be a significant reduction in the City's bond rating. The City can payoff this loan at any time after August 1, 2015 without prepayment penalty. The bond counsel cost proposed by the bank is $500.00 for this extension which will also be paid by the buyer. Proposed Action: That the City Council approve the attached Emergency Ordinance. Attachment: SECOND BOND MODIFICATION AGREEMENT This Second Bond Modification Agreement is dated August , 2015 and is between City of Miami Gardens, Florida (the "City") and Bank of America, N.A. (the "Bank"). The maturity date of the City's Taxable Land Acquisition Revenue Bond, Series 2009B (the "Bond"), dated August 14, 2009, issued in the original principal amount of $8,800,000.00, has been extended to August 1, 2015 and is hereby extended to February 1, 2016. On the date hereof and on November 1, 2015 the City will pay the Bank all accrued and unpaid interest on the Bond and installments of principal on the Bond in the amount of $112,000.00. The City will continue to pay interest on the Bond on the Interest Payment Dates provided for in the Bond. On February 1, 2016 the City will pay the Bank all outstanding principal of and accrued interest on the Bond. The interest rate borne by the outstanding principal of the Bond from and including August 1, 2015 and thereafter shall be the LIBOR Rate plus 1.00% per annum. The LIBOR Rate is a fluctuating rate of interest which can change on each banking day. The rate will be adjusted on each banking day to equal the London Interbank Offered Rate (or a comparable or successor rate which is approved by the Bank) for U.S. Dollar deposits for delivery on the date in question for a one month term beginning on that date. The Bank will use the London Interbank Offered Rate as published by Bloomberg (or other commercially available source providing quotations of such rate as selected by the Bank from time to time) as determined at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, as adjusted from time to time in the Bank's sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate will be determined by such alternate method as reasonably selected by the Bank. A "London Banking Day" is a day on which banks in London are open for business and dealing in offshore dollars. If for any day the LIBOR Daily Floating Rate would otherwise be less than zero, it will be deemed to be zero. From and after the date hereof, the bond may be prepaid in whole or in part without any prepayment penalty. The City will pay the Bank's attorney's fee of $500.00 in connection with this Modification Agreement. City of Miami Gardens, Florida By: Mayor Attest: By: City Clerk Bank of America, N.A. By: Name: Title: ORDINANCE NO. 2015-09-339 AN EMERGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA AUTHORIZING THE AMENDMENT OF THE CITY'S TAXABLE LAND ACQUISITION REVENUE BOND, SERIES 2009B; APPROVING THE EXECUTION OF A BOND MODIFICATION AGREEMENT; REPEALING ALL ORDINANCES AND RESOLUTIONS IN CONFLICT; PROVIDING AN EFFECTIVE DATE. WHEREAS, in July 2009. under Ordinance Number 2009-19-191 Council approved the borrowing of $8.8 million for the acquisition of economic development property located on the east side of NW 27 Ave and south of 191 street (Cornerstone property), and WHEREAS, the City issued its Taxable Land Acquisition Revenue Bond, Series 20098 (the "Bond") dated August 14. 2009; WHEREAS, the Bond matures on August 1. 2015, with a balloon payment, and WHEREAS, on July 23. 2014 an amendment was executed under Ordinance No. 2014-11- 322 to extend the maturity to August 1. 2015. and WHEREAS, currently, the City has a contract for the sale of the property and is scheduled for a closing date of August 31, 2015. and WHEREAS, the City desires to extend the maturity of the Bond and the owner of the Bond, Bank of America. N.A.. has agreed to extend the maturity as provided in the Second Bond Modification Agreement herein referenced, and WHEREAS, the extension requires quarterly principal payments of $112.000 on August 1, 2015 and on November 1. 2015. with a final balloon payment in the amount of $6,905,440. and WHEREAS. as spelled out in the attached Second Agreement to Agreement of Sale, all principal and interest costs and any other fees will be paid by the buyer of the property, and WHEREAS, in accordance with the City Charter. Section 4.4 (5). this item is being proposed as an Emergency Ordinance due to the fact that the City does have unappropriated revenues to meet the debt service payoff, and WHEREAS, if the extension request were not granted, the City would be in danger of defaulting on a financing agreement, which could negatively impact the City's bond rating. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: SECTION I. ADOPTION OF REPRESENTATIONS: The foregoing Whereas Clauses are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Ordinance. SECTION 2. AUTHORIZATION: The City is authorized and directed to enter into the Second Bond Modification Agreement (the "Agreement") attached hereto as Exhibit A. The Mayor is authorized and directed to execute, and the City Clerk is directed to attest to the Mayor's signature on. the Agreement. The City Manager and City Attorney are hereby authorized to take any steps necessaiy to effectuate the extension. SECTION 3. CONFLICT: All ordinances or resolutions of the City in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4. EFFECTIVE DATE: This Ordinance will become effective immediately upon its final passage. PASSED ON FIRST READING THE 22ND DAY OF JULY, 2015. ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE 22ND DAY OF JULY, 2015. OLIVER GILBERT. Ill, MAYOR ATTEST: RONETTA TAYLOR. MMC, CITY CLERK REVIEWED: SONJA KNIGHTON DICKENS. ESQ., CITY ATTORNEY SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Moved by: Second by: VOTE: Mayor Oliver Gilbert . Ill (Yes) (No) Vice Mayor Felicia Robinson (Yes) (No) Councilwoman Lillie Q. Odom (Yes) (No) Councilman David Williams Jr (Yes) (No) Councilwoman Lisa C. Davis (Yes) (No) Councilman Rodney Harris (Yes) (No) Councilman Erhabor Ighodaro, Ph.D. (Yes) (No) SECOND AMENDMENT TO AGREEMENT OF SAI.E THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendmenf)IS made this / f day of July, 2015, by and between CITY OF MIAMI GARDENS a Flonda mimcipai corporation ("Seller") and ANTSON CAPITAL PARTNERS, LLC' a Maryland limited liability company, and/or assigns ("Buyer"). WM^AS, pursuant to that certain Agreement of Sale dated April 22, 2015 asmended by First Amendment to Agreement of Sale dated as of June 15, 2015 (collectively'the Unginal Agreement" and together with this Amendment, the "Agreement"), Seller agre^ to f ir P^'^hase, those parcel(s) of land located on (A) the northeast comer ofN.W. 191 Street and NW 27th Ave with Folio numbers of 34-2103-001-0715, containing approximately 2.483 acres of unimproved land and (B) the North and South sides of N.W. 191 Street on the East side of NW 27th Ave with Folio numbers of 34-2103-001-0710, containing ^proximateiy 33.185 acres of unimproved land, both as more particularly described in the Onginal Agreement (collectively, the "Property"); and WHEREAS, the Seller and Buyer wish to modify the Original Agreement as set forth NOW, THEREFORE, in consideration of the mutual covenants set forth herein Seller and Buyer agree as follows: 1. The Original Agreement is hereby amended by extending the Outside Closing Date until August 31, 2015. For purposes of the Agreement, the terms "Closing Date" and 'Outside Closing Date" shall both refer to August 31,2015. ^ 2. Any reasonable and direct costs actually incurred by the Seller on account of thee^ension of the Outside Closing Date as set forth in Paragraph I above shall be paid by Buyer at Closing. Such costs incurred by Seller shall include the actual costs incurred by Seller in connection with fees charged for the extension of bond financing obtained by Seller in connection with the Property. r. ..o ^ amended herein, the terms of the Original Agreement remain in fiillforce and effect. '*• . Amendment may be executed in one or more counterparts, each of whichshall constitute an origi^, and all of which when taken together shall constitute one and the same instrument. Amendment may he delivered by facsimile or other electronic tr^smission of an originally executed copy to be followed by immediate delivery of the original of such executed copy. ^ [SIGNATURE PAGE FOLLOWS] MTNESS \^^0F, each party hereto has executed and ensealed this Amendment orca^ It to be executed and ensealed on its behalf by its duly authorized representatives, the day and year first above written. ^ WITNESS/ATTEST:ANTSON CAPITAL PARTNERS, LLC Name: Title: ' WITNESS/ATTEST: APPROVED AS TO LEGAL SUFFICIENCY: Name Title: £>\cJce't^S CITY OF ENS NanJ Title: 4841-7498-602I.V. I