Loading...
HomeMy WebLinkAboutExhibit BEXHIBIT '1B" INITIAL DRAFT OF PRELIMINARY LIMITED OFFERING MEMORANDUM PRELIMINARY LIMITED OFFERING MEMORANDUM DATED AUGUST _, 2016 NEW ISSUE — BOOIK. ENTRY ONLY Ratings: S&P: Moody's:.06 Fitch: " " (See "Ratings" herein) [Bond Counsel to provide tax language]. See "TAXIVATTRRS" herein. CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (Street and Sidewalk Improvement Program) Dated: Date of Delivery Due: January 1, as shown on inside cover The $ * City of. Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk Improvement Program) (the "Series 2016 Bonds") are beingissued by the City of Miami, Florida (the "City") pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No, R-07- 0586 adopted by the City Commission on October 11, 2007 (the "Original Resolution") and Resolution. No. R-16.. adopted by the City Commission on , 2016 (the "Series 2016 Bonds Resolution," and together with the Original Resolution, the "Resolution"). The Series 2016 Bonds are being issued for the purpose of providing funds], together with other available moneys] to (i) refund [all] [a portion] of the City's outstanding Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) and a portion of the City's outstanding Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program) and (ii) pay the costs of issuance of the Series 2016 Bonds. This cover page contains certain information for quick reference only, It is not, and is not intended to be, a summary of the issue, Investors must read the entire Limited Offering Memorandum to obtain information needed for the making of an informed investment decision. The Series 2016 Bonds ate being issued by the City asfully registered bonds, which initially will be registered inthe name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). .Individual purchases will be made in book -entry form only through Participants (defined herein) in denominations of $100,000 and integral multiples of $5,000 in excess of $100,000. Purchasers of the Series 2016 Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2016 Bands will be effected by the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2016 Bonds is payable semi-annually on each January 1 and July 1, commencing January 1, 2017. Principal of, premium, if any, and interest on the Series 2016 Bonds will be payable by , as Paying Agent and Bond Registrar. Payment of the principal af, premium, if any, and interest, on the Series 2016 Bonds will .be secured by a lien upon and a pledge of (i) the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues as may be designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned, all as defined herein (collectively, the "Designated Revenues"). The Series 2016 Bonds do not constitute a general indebtedness of the City within the * Preliminary, subject to change. o10-8231-3784/2/AM E R I CAS. meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any .ad valorem taxes or to make an appropriation for their paytnent except from the Designated Revenues to the extent provided in the Resolution, as described herein. Neither the full faith and credit nor the taxing power of the State of Florida or any political subdivision or agency thereof is pledged to the payment of the principal of, redemption premium, if any, and interest of the Series 2016 Bonds. Certain maturities of the Series 2016 Bonds are subject to optional redemption prior to their respective maturities and mandatory redemption, as described herein under "DESCRIPTION OF THE SERIES 2016 BONDS — Optional Redemption, and — Mandatory Redemption." See the inside cover page for maturities, principal amounts, in numbers. eres ates, yields, prices and CUSIP THE SERIES 2016 BONDS INVOLVE A DEGREE OF RISK AND ARE NOT SUITABLE FOR ALL INVESTORS. THE CITY AND THE UNDERWRITERS ARE OFFERING THE SERIES 2016 BONDS ONLY TO QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF SECURITIES AND EXCHANGE COMMISSION RULE 144A, ADDITIONALLY, THE UNDERWRITER INTENDS TO FURTHER LIMIT THE OFFERING OF THE SERIES 2016 BONDS TO NOT MORE THAN THIRTY-FIVE INVESTORS, ALL OF WHOM WILL BE SOPHISTICATED MUNICIPAL MARKET PROFESSIONALS WITHIN THE MEANING OF RULE-D-15 OF THE MUNICIPAL SECURITIES RULEMAXING BOARD, SEE "DESCRIPTION OF THE SERIES 2016 BONDS — TRANSFER RESTRICTIONS" HEREIN. The Series 2016 Bonds are offered when, as, and 1 issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Bryant Miller Olive P.A., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Squire Patton Boggs (US) L LP, Miami,Florida, Disclosure Counsel to the City, Certain legal matters will be passed upon for the Underwriters by Public Financial Management, Inc„ Coral Gables, Florida is serving as Financial Advisor to the City, It is expected that the Series 2016 Bonds in definitive form will be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about August mm, 2016 Wells Fargo Securities Dated: August 2016 Jefferies PNC Capital Markets LLC Estrada Rinojosa & Company, Inc. 010-3231-3784/2/AM ERICAS CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (Street and Sidewalk Improvement Program) SERIES 2016 BONDS MATURITIES,PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS Maturity Principal (January 1) Amount Interest Rate 2016 2017 2018 2019 2020 2021 2022 2023 2024, 2025 2026 2027 2028 2029 2030 SERIAL BONDS Yield TERM BONDS Initial Price CUSIP Number'. $ % Term Bond Due January 1, 20. Yield % Initial Cusip Number % Term Bond Due January 1, 20_ Yield % Initial Cusip Number % Term Bond Due January 1, 20_ Yield % initial Cusip Number * Preliminary, subject to change. j Copyright 2016, American Bankers Association (the "ABA"), CUSIP data herein is provided by CUSIP Global Services, which is owned by the ABA and managed by S&P Global Marketing Intelligence, This data is not intended to create a data base and does not serve in any way as a substitute for the CUSIP services. The Issuer does not assume responsibility for the use of CUSIP numbers, nor is any representation made as to their correctness, The CUSIP numbers are included solely for the convenience of the readers of this Official Statement. 010-8231-3784/2JAMERICAS THL CITY OF MIAMI, FLORIDA 3500 Pan American Drive Miami, Florida 33133 MAYOR Tomas P. Regalado CITY COMMISSIONERS Keon Hardeman, Chair Ken Russell, Vice Chair Frank Carollo Wifredo (Willy) Gort Francis Suarez CITY MANAGER Daniel J. Alfonso CITY CLERK Todd B. Hannon CITY ATTORNEY Victoria Mendez CRUX FINANCIAL OFFICER Fernando Casaniayor FINANCE DIRECTOR Jose Fernandez BOND COUNSEL 13ryant Miller Olive• P.A. Miami, Florida DISCLOSURE COUNSEL Squire Patton Boggs (US) LLP Miami, Florida FINANCIAL ADVISOR. Public Financial Management, Inc, Coral Gables, Florida 010-8231-3784/2MMERICAS No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any information or to make any representations in connection with the Series 2016 Bonds, other than as contained in this Limited Offering Memorandum, and, if given or made, such information or representations must not be relied upon as havingbeen authorized by the City. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the Series 2016 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from. the City, DTC and other sources that are believed to be reliable. The Underwriters listed on the cover page hereof have reviewed the information in this Limited Offering Memorandum in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances ofthis transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder will create, under any circumstances, any implication that there has been no change in the rnatters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2016 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2016 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2016 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. The Underwriters have provided the following sentence for inclusion in this Limited Offering Memorandum. The Underwriters have reviewed the information in this Limited Offering Memorandum in accordance with, and as part of their responsibility to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. NO REGISTRATION STATEMENT RELATING TO THE SERIES 201.6 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF' 'THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2016 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM. ANY REPRESENTATION TO TITE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS LIMITED OFFERING MEMORANDUM WILL NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2016 BONDS. THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15c2-12 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934•, AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15c2-12(b)(1). 010.8231-3784/2/AMEtICAS TAI3LE CONTENTS Page INTRODUCTION 1 PURPOSE OF THE SERIES 2016 BONDS 3 PLAN OF REFUNDING 3 ESTIMATED SOURCES AND USES OF FUNDS 5 DEBT SERVICE SCHEDULE 6 DESCRIPTION OF THE SERIES 2016 BONDS 6 General 6 Optional Redemption 7 Mandatory Redemption 7 Notice and Effect of Redemption 8 Book -Entry Only System 9 Registration, Transfer and Exchange 11 Transfer Restrictions 12 Replacement of Bonds Mutilated, Destroyed, Stolen or Lost 13 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS 13 General 13 Limited Obligations 13 Establishment of Funds and Accounts 13 Application of Pledged Funds 14 No Reserve Fund 17 Hedge Agreements 17 Issuance of Additional Bonds 17 Refunding Bonds . 17 Current Economic Environment Impacts on Designated Revenues 18 Covenant as to Designated Revenues 18 LOCAL OPTION GAS TAXES 19 General 19 Collection and Distribution 19 First Levy 20 Second Levy 21 Eligibility 21 Historical Gasoline Sales in the County 22 TRANSPORTATION SURTAX 23 General 23 Levy of Transit System Sales Surtax 23 Collection, Distribution and Uses 24 PARKING SURCHARGE 25 General 25 Levy of Parking Surcharge and Uses . 25 Collection 26 THE CITY OF MIAMI 27 Background . 27 TABLE CONTENTS (continued) Pan City Government 28 Adoption of Investment Policy and Debt Management Policy 29 Capital Improvement Plan 30 Fiscal and Accounting Procedures 30 Indebtedness of the City 30 Recent Legislative and Constitutional Initiatives Concerning Ad Valorem Taxes [UPDATE] 35 LEGAL MATTERS .,,, 38 LITIGATION [UPDATE] 39 Fraternal Order of Police, Walter E. Headley, Jr,, Miami Lodge No. 20 v. City of Miami 39 International Association of Firefighters, Local 587 v. City of Miami 39 Jorge Castro v, City of Miami, et. al. 40 Catholic Archdiocese of Miami v, City of Miami 40 Securities and Exchange Commission Investigations 40 [Securities and Exchange Commission v. City of Miami and Former Budget Director] 42 Internal Revenue Service Examination 42 Petroleum Products Corporation 42 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 43 TAX MATTERS 43 RATINGS 43 VERIFICATION OF MATHEMATICAL COMPUTATIONS 43 FINANCIAL ADVISOR 43 AUDITED FINANCIAL STATEMENTS 43 UNDERWRITING 44 CONTINGENT FEES 44 ENFORCEABILITY OF REMEDIES 44 CONTINUING DISCLOSURE 44 ACCURACY AND COMPLETENESS OF LIMITED OFFERING MEMORANDUM 45 FORWARD -LOOKING STATEMENTS 45 MIS CELLANEOUS 46 AUTHORIZATION OF LIMITED OFFERING MEMORANDUM 47 APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: [APPENDIX F: GENERAL INFORMATION REGARDING THE CITY OF MIAMI COPY OF THE ORIGINAL RESOLUTION AND FORIv.I OF THE SERIFS 2016 BONDS RESOLUTION BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami Comprehensive Annual Financial Report) FORM OF BOND COUNSEL OPINION FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT FORM OF INVESTOR LETTER] O 10-8231-3784/2/AM ER ICAS LIMITED OFFERING MEMVIORANDUM relating to S CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (Street and Sidewalk Improvement Program) INTRODUCTION The purpose of this Limited Offering Memorandum, including the cover page and appendices, is to set forth information concerning the City of Miami, Florida (the "City") and the City of Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk Improvement Program) (the "Series 2016 Bonds"), in connection with the sale of the Series 2016 Bonds. The Series 2016 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-07-0586 adopted by the City Commission on October 11, 2007 (the "Original Resolution") and Resolution No. R-16- adopted by the City Commission on , 2016 (the "Series 2016 Bonds Resolution," and together with the Original Resolution, the "Resolution"), The Series 2016 Bonds are being issued to (i) refund [all [a portion] of the City's outstanding Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Refunded Series 2007 Bonds") and a portion of the City's .outstanding Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program) (the "Refunded Series 2009 Bonds" and, together with the Refunded Series 2007 Bonds, the "Refunded Bonds") and (ii) pay the costs of issuance of the Series 2016 Bonds. See "PURPOSE OF THE ISSUE" and "TIIE SERIES 2009 PROJECT" herein, [The Series 2016 Bonds will be on a parity as to source and security for payment with any unref nded portion of the Refunded Bonds and, Outstanding Bonds (as defined in the Resolution), including Parity Obligations (as defined in the Resolution) (collectively, the "Parity Bonds").] Payment of the principal of, premium, if any, and interest, on the Series 2016 Bonds will be secured by a lien upon and a pledge of (i) the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues as may be designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned, all as defined herein (collectively, the "Designated Revenues"). The Series 2016 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes or to make an appropriation for their payment except from the Designated Revenues to the extent provided in the Resolution, as described herein.. Neither the full faith and credit nor the taxing power of the State of Florida or .any political subdivision or agency thereof is pledged to the payment of the principal of, redemption premium, if any, and interest of the Series 2016 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS" herein. * Preliminary, subject to change. 010-8281-3784/2/A M E RICAS While the Series 2016 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), the City and the Underwriters have determined to restrict the sale of the Series 2016 Bonds to "qualified institutional buyers," as defined in Rule 144A of the Securities Act ("Qualified Institutional Boyers") and will offer the Series 2016 Bonds only to such Qualified Institutional Buyers. Additionally, the Underwriters intends to further limit the offering of the Series 2016 Bonds to not more than thirty-five (35) investors, all of which will be "sophisticated municipal market professionals" as defined in Rule-D-15 by the Municipal Securities Rulemaking Board. See "DESCRIPTION OF THE SERIES 2016 BONDS — Transfer Restrictions" [and "APPENDIX H — FORM OF INVESTOR LETTER]." The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Limited Offering Memorandum and not otherwise defined herein have the meanings set forth in the Resolution, unless the context would clearly indicate otherwise. A copy of the Resolution is attached hereto as "APPENDIX B — COPY OF THE ORIGINAL RESOLUTION AND FORM OF THE SERIES 2016 BONDS RESOLUTION." All documents of the City referred to herein may be obtained from the City's, Finance Director, 444 S.W. 2nd Avenue, 6t'' Floor, Miami, Florida 33130, Telephone (305) 416-1324. [Remainder of this page intentionally left blank] 2 D10-8231-3784/2/AMERICAS PURPOSE OF THE SERIES 2016 BONDS The Series 2016 Bonds are being issued by the City to provide funds[, together with other available moneys,1 to (i) refund and redeem the Refunded Bonds and (ii) pay certain costs of issuance of the Series 2016 Bonds. PLAN OF REFUNDING The Series 2016 Bonds are being issued by the City to refund and redeem [all] [a portion off of the Refunded Series 2007 Bonds, which are currently outstanding in the principal amount of $62,130,000, and a portion of the Refunded Series 2009 Bonds, which are currently outstanding in the principal amount of $59,060,000. To effect the refunding of the Refunded Bonds, the City will enter into an Escrow Deposit Agreement (the "Escrow Deposit Agreement"): with , as escrow agent (the "Escrow Agent"). The moneys required to refund the Refunded Bonds will be derived from [a portion of] the proceeds of the Series 2016 Bonds [and other legally available funds made available upon the issuance .of the Series 2016 Bonds and the defeasance of the Refunded Bonds]. Conditioned on the issuance of the Series 2016 Bonds, the Refunded Series 2007 Bonds, maturing on and after January 1, 2019, will be called for redemption on 1, 20_ (the "Series 2007 Redemption Date") and the Refunded Series 2009 Bonds maturing on and after January 1, 2020 will be called for redemption on 1, 20 (the "Series 2009 Redemption Date") at a redemption price equal to 100% of the principal amount of the Refunded Series 2009 Bonds to be redeemed. Pursuant to the terms of the Escrow Deposit Agreement, the City will deposit a portion of the proceeds of the Series 2016 Bonds[, together with other available moneys of the City,] in a separate escrow deposit trust fund (the "Esorow Fund") held by the Escrow Agent and apply a portion thereof to the purchase of direct obligations of the United States of America (the "Escrow Securities"). The Escrow Securities, together with the interest thereon and a cash balance on deposit in the Escrow Fund are calculated to be sufficient to pay all principal of and interest on the Refunded Bonds to their respective redemption dates. By deposit of the Escrow Securities and uninvested cash with the Escrow Agent pursuant to the Escrow Deposit Agreement as described above, it is the opinion of Bond Counsel (rendered in reliance upon the verifications of described under "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein) that the Refunded Bonds will be deemed paid in accordance with, and no longer Outstanding under, the provisions of the Resolution pursuant to which such Refunded Bonds were issued. The maturing principal, of and interest on the Escrow Securities and uninvested cash held by the Escrow Agent will not be available to pay the Series 201,6 Bonds. [Discuss unspent proceeds] {Remainder of Page Intentionally Left Blank] 3 0tC-8231-3784/2/AMERI CAS The Refunded Bonds consist of the following principal, amounts of the following maturities: Refunded Series 2007 Bonds Maturity Date Amortization (January 1) Requirement Refunded Series 2009 Bonds Maturity Date Amortization ;(January 1) Requirement 4 O1O-8231-3784/2/AMERICAS ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2016 Bonds: SOURCES: Principal Amount of Series 2016 Bonds [Plus] [Less] Net Original Issue [Discount] [Premium] TOTAL SOURCES USES: Deposit to Escrow Fund Costs of Issuance(1) Underwriters' Discount TOTAL USES $ (1) Includes financial advisory and legal fees and expenses, and miscellaneous costs of issuance. 5 010-8231-3784/2/A M ER ICAS DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 2016 Bonds [and the unrefunded Refunded Bonds], Fiscal Year [Series 2007/2009 Ending Series 2016 Bonds Bonds Debt [Total Debt September 30th Principal Interest Total Service] Service] 2016 $ $ $ $ $ 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 DESCRIPTION OF THE; SERIES 2016 BONDS General The Series 2016 Bonds will only be offered and sold to not more than thirty-five (35) Qualified Institutional 'Buyers, which are also "sophisticated municipal market professionals" as defined in Rule-D 15 of the Municipal Securities Rulemaking Board. The Series 2016 Bonds may only be transferred in the secondary market to Qualified Institutional Buyers as described under the heading "- Transfer Restrictions". The Series 2016 Bonds will be issued as fully registered, book -entry only bonds in the denomination of $100,000 and integral multiples of $5,000 in excess of $100,000, through the book -entry only system maintained by The Depository Trust Company, New York, New York. The Series 2016 Bonds will be numbered consecutively from one (1) upward preceded by the letter "R74 prefixed to the number. The principal of and redemption premium, if any, on the Series 2016 Bonds will be payable upon presentation and surrender at the principal office of , (the "Paying Agent"). Interest on the Series 2016 Bonds is payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2017. Interest will be paid by check and mailed to the owners in whose names Series 2016 Bonds are registered on the close of business on the 15th day (whether or not a business day) of the month preceding each interest payment date (the "Record Date"); provided, however, 6 010-8231-3734/2/AMMRICAS that the Holder of Series 2016 Bonds in an aggregate principal amount of at least $1,000,000 will be entitled to have interest paid by wire transfer as providedin the Resolution. Interest on the Series 2016 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. All of the Series 2016 Bonds are being issued as Current Interest Bonds as definedin the Series 2016 Bonds Resolution, Optional Redemption The Series 2016 Bonds maturing on and after January 1, 20, are subject to redemption at the option of the City on or after January 1, 20_,, in whole or in part at any time, in such manner as will be determined by the Bond Registrar, at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. Mandatory Redemption The Series 201.6 Bonds maturing on January 1, 20 , are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2016 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption: Year Principal. Amount *Maturity The Series 2016 Bonds maturing on January 1, 20 , are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2016 Bonds, at a redemption priceof par, plus accrued interest to the respective dates of redemption: Year Principal Amount *Maturity 7 010-8 231-3784/2/AM E R ICAS The Series 2016 Bonds maturing on, January 1, 20, are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2016 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption. Year Principal Amount *Maturity Notice and Effect of Redemption At least thirty (30) days, but not more than sixty (60) days, before the redemption date of any Series 2016 Bonds, whether such redemption be in whole or in part, the City will cause a notice of any sueh redemption signed by the City to be mailed, first class postage prepaid, to all Holders owning Series 2016 Bonds to be redeemed in whole or in part and to any Fiduciaries, but any defect in such notice or the failure so to mail any such notice to any Holder owning any Series 2016 Bonds will not affect the validity of the proceedings for the redemption of any other Series 2016 Bonds, Each such notice will set forth the name of the Series 2016 Bonds or portions thereof to be redeemed, the date fixed for redemption,the redemption price to be paid, and if less than all the Series 2016 Bonds will be called for redemption, the maturities of the Series 2016 Bonds to be redeemed, the CUSIP numbers, the name and address (including contact person and phone number) of the Fiduciary to which Series 2016 Bonds called for redemption are to be delivered and, if less than all of the Series 2016 Bonds of any one maturity then Outstanding will be called for redemption, the distinctive numbers and letters, if any, of such Series 2016 Bonds to be redeemed and, in the case of Series 2016 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.. if any Series 2016 Bond is to be redeemed in part only, the notice of redemption will also state that on or after the redemption date, upon surrender of such Series 2016 Bond, a new Series 2016 Bond in principal amount equal to the unredeemed portion of such. Series 2016 Bond and of the same maturity and bearing the same interest rate will be issued. Any notice as providedherein will be conclusively presumed to have been duly given, whether or not the owner of the Series 2016 Bond receives such notice• In addition to the foregoing notice,. the City will cause further notice to be given as set forth below, but no defect in said further notice nor any failure to give all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed: (i) Each further notice of redemption will be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to one or more registered securities depositaries then in the business of holding substantial amounts of obligations of types comparable to the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds, 8 010-8231-3784/2/AM 6R I CAS (ii) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose will bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. In the case of an optional redemption, any notice of redemption may state that (1) .it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or a Fiduciary acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption will be of no effect if such moneys are not so deposited or if the notice is rescinded as described in the Resolution. Any Conditional Redemption may be rescinded to the Bond Register directing the Bond Registrar to rescind the redemption notice, and the Bond Registrar will give prompt notice of such recission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded will remain Outstanding, and neither the rescission nor the failure by the City to make such funds available will constitute a default under the Resolution. On the date fixed for redemption, notice having been mailed in the manner and under the conditions herein above stated, provided that such notice of redemption has not been rescinded as permitted above, the Series 2016 Bonds or portions thereof called for redemption will be due and payable at the redemption price provided therefor, plus accrued interest to such date. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BIJT NEITHER THE CITY NOR THE UNDERWRITER TAKE, ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF', The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2016 Bonds, The Series 2016 Bonds will be issued as fully -registered securities registered in the name of Cede & Co., as DTC'.s partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully -registered Series 2016 Bond certificate will be issued for each interest rate of each maturity of the Series 2016 Bonds, each in the aggregate principal amount of such maturity bearing interest at such interest rate, as set forth on the inside cover page of this Limited Offering Memorandum, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S, and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over one hundred (100) countries that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly - owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding 9 010-8231-3784/2/AMERICAS company for DTC, National Securities Clearing Corporation. and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" and, together with Direct Participants, "DTC Participants"). DTC has a Standard & Poor's rating of AA+, The DTC rules applicable to the DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtec.com. Purchases of Series 2016 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2016 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2016 Bond ("Beneficial Owner") is in turn to be recorded on the DTC Participants' records. Beneficial Owners will not receive written confirmation from DTC., of their purchase but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC Participant through which the Beneficial Owner entered into the transaction, Transfers of ownership interests in the Series 2016 Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2016 Bonds, except in the event that use of the book -entry system for the Series 2016 Bonds is discontinued. To facilitate subsequent transfers, all Series 2016 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2016 Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee, will not effect any change in beneficial ownership of the Series 2016 Bonds, DTC has no knowledge of the actual Beneficial Owners of the Series 2016 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2016 Bonds are credited, which may or may not be the Beneficial Owners, The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by DTC Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time, Beneficial Owners of Series 2016 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2016 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2016 Bonds. For example, Beneficial Owners of the Series 2016 Bonds may wish to ascertain that the nominee holding the Series 2016 Bonds for their benefit has agreed to obtain and transmit notices. to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices are provided directly to them. Redemption notices will be sent by the Bond Registrar to DTC. If less than all of the Series 2016 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of eaoh Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2016 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date, The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to 10 010-8231-3784/2/AM E RICAS whose accounts the Series 2016 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2016 Bonds will be made to Cede & Co., or to such other nominee as may be requested by an authorized representative of DTC, DTC's practioe is to credit Direct Participants' accounts upon DTC's receipt of funds andcorresponding detail information from the City or the Bond Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," andwill be the responsibility of such Participant and not of DTC, nor its nominee, the Bond Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Bond Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of suchpayments to the Beneficial Owners will be the responsibility of DTC Participants. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference will only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they will be sent by the City only to DTC. NEITHER THE CITY NOR THE BOND REGISTRAR WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE SERIES 2016 BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT, THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2016 BONDS, ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE. GIVEN TO BONDHOLDERS UNDER THE BOND RESOLUTION, THE SELECTION BY DTC OR ANY DTC PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2016 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2016 BONDS, AS NOMINEE OF DTC, REFERENCES IN THIS LIMITED OFFERING MEMORANDUM TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2016 BONDS WILL MEAN CEDE & CO., AND WILL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2016 BONDS. Registration, Transfer and Exchange So long as the Series 201.6 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2016 Bonds do not apply to the Series 2016 Bonds, The Bond Registrar will keep books for the registration,. exchange and registration of transfer of Series 2016 Bonds as provided in the Resolution. The Bond Registrar will evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2016 Bonds, The transfer of any Series 2016 Bond may be registered only upon the books kept for the registration of transfer of Series 2016 Bonds upon surrender of such Series 2016 Bond to the Bond 11 010.82 8 x-8784/2/A M E ft l CA S Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as will be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City will execute and the Bond Registrar will authenticate and deliver in exchange for such Series 2016 Bond a new registered Series 2016 Bond or Series 2016 Bonds, registered in the name of the transferee, of any denomination or denominations authorized by the Resolution, in the aggregate principal amount equal to the principal amount of such Series 2016 Bond surrendered, of the same maturity and bearing interest at the same rate. All Series 2016 Bonds surrendered in any such exchange or registration of transfer will forthwith be cancelled by the Bond Registrar, No service charge will be made for any registration of transfer or exchange of Series 2016 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2016 Bonds, The Bond Registrar will not be required (I) to register the transfer of or to exchange Series 2016 Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2016 Bonds and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Series 2016 Bond so selected for redemption in whole or in part. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person in whose name any Series 2016 Bond is registered on the books of the City kept by the Bond Registrar as the Holder of such Series 2016 Bond for the purpose of receiving payment of principal of and redemption premium, if any, and interest on such Series 2016 Bond, and for all other purposes whatsoever, whether such Series 2016 Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent will be affected by any notice to the oontraiy. Transfer Restrictions Every Series 2016 Bond authenticated and delivered under the Resolution, including any issued upon transfer, exchange or replacement of such Series 2016 Bond, will be issued and delivered only to Qualified Institutional Buyers, and each Series 2016 Bond will bear on its face a legend stating such restriction in substantially the following form; THIS BOND IS SUBJECT TO TRANSFER. RESTRICTIONS, THE INITIAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE CITY OF MIAMI, FLORIDA, THAT THIS BOND MAY .BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER. NOTWITHSTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO THE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SITALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSITION OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS, THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN 12 010.8231-$784f2/AMERICAS DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS OF $100,000. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost In case any Series 2016 Bond secured hereby will become mutilated or be destroyed, stolen or lost, the City will cause to be executed, and the Bond Registrar will authenticate and deliver, a new Series 2016 Bond of like date and tenor in exchange and substitution for such mutilated Series 2016 Bond or in lieu of and in substitution for such Series 2016 Bond destroyed, stolen or lost, and the Holder will pay the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in case of a Series 2016 Bond destroyed, stolen or lost, the Holder will file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2016 Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and will furnish the City and the Bond Registrar indemnity satisfactory to them. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS General The principal of, redemption premium if any, and interest on the Series 2016 Bonds will be payable from and secured on a parity with the Parity Bonds solely by a lien upon and a pledge of (i) the City's portion of the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned (collectively, the "Designated Revenues"). The individual Designated Revenues are described herein under "LOCAL OPTION GAS TAXES," "TRANSPORTATION SURTAX" and "PARKING SURCHARGE". Limited Obligations The Series 2016 Bonds will not be deemed to constitute a pledge of the faith and credit of the State or of any political subdivision thereof, including the City. Neither the faith and credit of the State nor the faith and credit ot'the City are pledged to the payment of the principal of or redemption premium, if any, or interest on the Series 2016 Bonds, and the issuance of the Series 2016 Bonds will not directly or indirectly or contingently obligate the State or the City to levy any taxes whatever therefor or to make any appropriation for their payment except from the Designated Revenues to .the extentprovided for under the Resolution, No Holder of any Series 2016 Bond or any Credit Bank will ever have the right to compel the exercise of the ad valorem taxing power of the City to pay such Series 2016 Bond or be entitled to payment of such Series 2016 Bond from any moneys or property of the City except the Designated Revenues in the manner provided in the Resolution, Establishment of Funds and Accounts The Resolution establishes several funds and accounts, including the "City of Miami Special Obligation Refunding Bonds Debt Service Fund" (the "Debt Service Fund") and two accounts therein designated the "Principal and Interest Account" (the "Principal and Interest Account") and the "Expense Account" (the "Expense Account"), all of which funds and accounts will be held in trust by the Paying 13 010-8231-3784/2/AMERICAS Agent. There is also created and designated the "City of Miami Special Obligation Refunding Bonds Rebate Fund" (the "Rebate Fund"), which fund will be held in trust by the City. The Resolution also establishes the "City of Miami Special Obligation Refunding Bonds Designated Revenues Fund" (the "Designated Revenues Fund"). The City has also established, pursuant to the Escrow Deposit Agreement, an Escrow Fund[, and will establish within the Escrow Fund, two separate accounts designated as the "Refunded. Series 2007 Bonds Escrow Account" and. the "Refunded Series 2009 Bonds Escrow Account"] to be used for the purpose of refunding the Refunded Series 2007 Bonds and the Refunded Series 2009 Bonds. Moneys in these funds and accounts, until applied in accordance with the provisions of the Resolution, will be subject to a lien and charge in favor of the Holders of the Series 2016 Bonds. Application of Pledged Funds The Resolution requires the City to .deposit all revenues generated from the Local Option Gas Taxes, Transportation Surtax and the Parking Surcharge, as the same are collected, to the credit of the City's general or special fund in which such revenues are received and thereafter promptly transfer the Designated Revenues to the Designated Revenues Fund. The City will then transfer Designated Revenues from such Designated Revenues Fund to the Rebate Fund, the Principal and Interest Account, the Reserve Fund and the accounts established within said Fund and the Expense Account and apply the same to the payment of required arbitrage rebate payments, the interest on and the principal of the Bonds, Hedge Obligations, if any, the required deposits, if any, to the Reserve Fund and the fees and expenses payable from. the Expense Account, all in accordance with the provisions of the Resolution. On or before the Business Day preceding any date on which arbitrage rebate payments under the Code are required to be made, the Finance Director will withdraw moneys from the Designated Revenues Fund and deposit to the credit of the Rebate Fund such amounts as directed by the City to make such arbitrage rebate payments under the Resolution. Upon receipt, the Finance Director will deposit any Hedge Receipts to the credit of the Principal and Interest Account. [On or before the twenty-fifth (25th) day of each month, commencing in the month in which. the Series 2016 Bonds are issued, the Finance Director will withdraw from the Designated Revenues Fund an amount equal to the amount then held for the credit of the Designated Revenues Fund or such lesser amount as will be required to fund the deposit requirements set forth in clauses (a), (b)., (c) and (d) below, and apply the moneys so withdrawn to make the following payments anddeposits in the following order: (a) Deposit to the credit of the Principal and Interest Account an amount equal to one -sixth (1/6th) of the interest becoming due on the Bonds on the next semiannual Interest Payment Date; provided, however, that the amount so deposited on account of interest in each month after the delivery of the Bonds of any Series up to and including the month immediately preceding the first Interest Payment Date thereafter of the Bonds of such Series will be that amount that when multiplied by the number of such deposits will be equal to the amount of interest payable on such Bonds on such first Interest Payment Date less the amount of any accrued interest paid on such Bonds and deposited to the credit of the Principal and Interest Account; (b) Deposit to the credit of the Principal and Interest Account an amount equal to the sung of (i) one -twelfth (1/12th) of the principal of Serial Bonds that will mature and become due on the next annual maturity date and (ii) one -twelfth (1/12th) of the Amortization Requirements that will become due and payable within the next Fiscal Year, such deposits to commence in such month 14 010-8231-3784/2/AM RRICAS or to be adjusted in such amounts as will ensure that on the dates such principal or Amortization Requirements are due and payable sufficient motleys will be on deposit in the Principal and Interest Account, Notwithstanding the foregoing provisions, moneys will not be required to be deposited to the credit of the Principal and Interest Account (A) pursuant to clause (a) above if the amount then to the credit thereof is equal to the interest becoming due and payable on the Bonds on the next Interest Payment Date and (B) pursuant to clause (b) above if the amount then to the credit thereof is equal to the sum of (i) the principal of Serial Bonds maturing on the next maturity date and (ii) the Amortization Requirement for such Fiscal Year on account of the Term Bonds Outstanding. If the period between Interest Payment Dates is other than six (6) months or the period between principal payment dates is other than twelve (12) months, then such monthly deposits will be increased or decreased, as appropriate, in sufficient amounts to provide the required interest amount coming due on the next Interest Payment Date or the principal amount maturing or Amortization Requirement due on the next principal payment date or redemption date, as applicable. Provided, further that such amounts to be deposited will be adjusted to provide for any Hedge Obligations then due to a Hedge Counterparty (excluding any Hedge Termination Payment). (c) Deposit to the credit of the Reserve Fund (or each Account within the Reserve Fund to the extent that a Reserve Account has been established within the Reserve Fund for a particular Series of Bonds), without priority of one Account over another, if any, beginning with respect to each Series of Bonds for which a Series Reserve Fund Requirement has been established on the twenty-fifth (25th) day of the month in which such Series of Bonds are delivered to the purchasers thereof, such sums as will be at least sufficient to pay an amount equal to one -twelfth (1/l2th) of the difference between the amount, if any, on deposit in the Reserve Fund or Account therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) on the date of issuance of the Series of Bonds and the increase in the amount required to be held therein due to such Series Reserve Fund Requirement, if any,. for such Series of Bonds, and, provided, further, that no payments will be required to be made into the Reserve Fund or any Account whenever and as long as the amount deposited therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit): will be equal to all of the Series Reserve Fund Requirements for all Series of Bonds to which such Reserve Fund or Account therein relates. Notwithstanding the foregoing provisions, in lieu of or in substitution for the required deposits, if any, hereunder (including existing deposits) into the Reserve Fund or any Account therein, the City may cause to be deposited into the Reserve Fund or any Account therein, for any Series of Bonds, a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for the benefit of the holders of the Bonds of such Series in an amount equal to the difference between the applicable Series Reserve Fund Requirement and the sums to retrain on deposit in the Reserve Fund or any Account therein, after the deposit of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, if any, which Reserve Fund Insurance Policy or Reserve Fund Letter of Credit will be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date on which a deficiency exists with respect to the applicable Series of Bonds which cannot be cured by all moneys in any Fund or Account, including the applicable Account, if any, in the Reserve Fund under the Resolution, held pursuant to the Resolution and available for such purpose. If a disbursement is .made under a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the City will be obligated to either 15 914-8231>3784/2/AMERICAS reinstate the maximum limits of such Reserve Fund. Insurance Policy or Reserve Fund Letter of Credit within twelve (12) months following such disbursement or to deposit into the Reserve Fund or applicable Account therein, as provided in the next paragraph, funds in the amount of the disbursements made under such Reserve Fund Insrance Policy or Reserve Fund Letter of Credit, or a combination of such alternatives. In the event that any moneys will be withdrawn from the Reserve Fund or any Account therein for payments into the Principal and Interest Account, such withdrawals will be subsequently restored in the manner described in the first paragraph of this clause (c) from the Designated Revenues available after all required payments have been made into the Principal and Interest Account, including any deficiencies for prior payments, unless restored by the reinstatement of the maximum limits of a Reserve Fund Insurance Policy or Reserve Fund Letter. of Credit (without priority of one Account over another Account, if any). In the event that a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit will be drawn upon, the principal portion of the related payment obligations to the issuer of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit will be paid, after all required payments have been made to the Principal and Interest Account, including any deficiencies for prior payments, in accordance with the terms of any agreement between the City and such issuer, on a parity and on a pro-rata basis with all other obligations payable under this clause (e) to other issuers of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy andcash thnding requirements to the different ,Accounts established for each Series of Bonds but prior to making any cash deposit to the Account to which such insurance policy or Letter of Credit relates, if any, provided that such Insurance Policy or Letter of Credit is reinstated in the amount of such payment concurrently with the receipt of such payment by the issuer thereof. (d) Any balance remaining after satisfying the requirements of clauses (a), (b) and (e) above will be deposited to the credit of the Expense Account in an amount sufficient to pay (i) the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, (ii) any fees and expenses of Fiduciaries or Hedge Counterparties coming due in such month and any other administrative fees and expenses corning due in such month with respect to Bonds, (iii) any costs of issuance of a Series of Bonds that remain to be paid, and (iv) any Hedge Termination Payment that is due, (e} Any such balance remaining in the Designated Revenues Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c) and (d) above will bedeposited to pay principal and interest on Subordinated Indebtedness in the manner provided in the Resolution authorizing such Subordinated Indebtedness. If the moneys withdrawn for deposits to the above funds and accounts and for making the other required payments as above set forth will not be sufficient to make such deposits and payments, the requirements in each .month thereafter for each of the above deposits and payments for which the required monthly deposit or payment has not been made will be cumulative and the amount of any deficiency in any such monthly deposit or payment will be added to the amount otherwise required to be deposited in each month thereafter until such time as such deficiency will have been made up. The balance, if any, remaining to the credit of the Designated Revenue Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c), (d) and (e). above in any Fiscal Year will be withdrawn and deposited to the general or special revenue fund in the same 16 010-8231-3784/2/AMERICAS percentage in which such Designated Revenues were originally deposited to the Designated Revenues Fund.] No Reserve Fund No debt service reserve fund will be established as security for the Series 2016 Bonds. Hedge Agreements As of the date hereof, the City has not entered into and does not anticipate entering into any Hedge Agreement with respect to the Series 2016 Bonds. In the event that the City enters into a Hedge Agreement with respect to any Bonds issued under the Resolution, all Hedge Receipts received pursuant thereto will be deposited to the credit of the Principal and Interest Account and all Hedge Obligations then due to such Hedge Counterparty under the Hedge Agreement (excluding any Hedge Termination Payment) will be payable to such Hedge Counterparty on a parity with the payment of interest then due on the Bonds. Any Hedge Termination Payment due to a Hedge Counterparty will be payable on a subordinate basis to the payment of principal and interest on the Bonds and any Hedge Obligations. Issuance of Additional Bonds The Resolution provides that one or more Series of Additional Bonds of the City may be issued under and secured by the Resolution, 'on a parity as to the pledge of the Designated Revenues with the Series 2016 Bonds and the Parity Bonds, subject to the conditions hereinafter provided, from time to time for the purpose of paying all or any part of the cost of any capital improvements for roadway or transportation purposes not inconsistent with the authorized use of the Designated Revenues. Before such, Additional Bonds will be delivered by the Bond Registrar, there will be filed with the City Manager a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Additional Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred thirty-five per centum (135%), Refunding Bonds One or more Series of Refunding Bonds of the City may be issued from time to time under and securedby the Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds for refunding all or any Bonds of any one or more Series of Bonds then Outstanding, including the payment of any redemption premium thereon and interest that will accrue on such Bonds to the redemption date or stated maturity date or dates, funding any funds and accounts under the Resolution and paying any expenses in connection with such refunding and for any related lawful purpose. Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in the various funds and accounts created in the Resolution, such Series of Refunding Bonds will be on a parity with and will be entitled to the same benefit and security of the Resolution as all other Bonds theretofore or thereafter issued under the Resolution, Prior to or simultaneously with the authentication and delivery of such Refunding Bonds by the Bond Registrar to or upon the order of the purchasers thereof or the designated representative, there will 17 010.8231-3784/2/AMERICAS be filed with the City Manager (A) a Certificate of the Finance Director showing that the aggregate Principal and Interest Requirements on account of ail Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered will not exceed the aggregate Principal and Interest Requirements on account of all the Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; (B) the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered is less than the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; or (C) assuming the Bonds to be refunded are not then Outstanding, a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Refunding Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements on all Outstanding Bonds, including the Principal and Interest Requirements with respect to the Refunding Bonds then to be delivered (but not including the Bonds to be refunded), for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); provided, however, that for purposes of the calculation required by this subelause (C) in connection with the issuance of Refunding Bonds pursuant to a forward refunding or forward delivery or other such similar arrangements, the "date of delivery" of the Refunding Bonds will be deemed to be the date on which the contract or agreement providing for such forward refunding, forward delivery or other similar arrangement is executed and delivered (instead of the actual fixture date of delivery of the Refunding Bonds), Current Economic Environment Impacts on Designated Revenues Designated Revenues received from Local Option Gas Taxes, a Transportation Surtax, and the City's Parldng Surcharge, fluctuate based on general economic conditions, A significant decline in the amount of Designated Revenues collected due to a sustained economic downturn could impair the ability of the City to pay principal of and interest on the Series 2016 Bonds. See "LOCAL OPTION GAS TAXES," "TRANSPORTATION SURTAX" and "PARKING SURCHARGE" herein for historical collections of the individual Designated Revenues. On May 5, 2009 there was an attempt to repeal the Transportation Surtax which failed. The proposed ordinance included language which provided for continuing the collection of the Transportation Surtax until all outstanding contractual obligations secured by the Transportation Surtax were satisfied. There is no way to predict whether another attempt willbe made to repeal the Transportation Surtax, whether such attempt will include language enabling collection of the Transportation Surtax to fulfill existing contractual obligations secured by the Transportation Surtax, or how its repeal would impact the ability of the City to pay principal of and interest on the Series 2016 Bonds, Covenant as to Designated Revenues The City covenants that while any of the Bonds issued under the provisions of the Resolution will be Outstanding it will not take any action or fail to take any action which might result in a suspension or termination of the receipt of the Designated Revenues and it will take all appropriate action to keep and maintain the Designated Revenues at the highest possible level and that, subject to covenants with Credit Banks and Insurers, it will not create or permit to be created any charge or lien on the proceeds of the 18 010.8231-3784/2/AMERICAS Designated Revenues ranking equally with or prior to the charge or lien on such proceeds of the Bonds issued under the provisions of the Resolution LOCAL OPTION GAS TAXES General As a portion of the Designated Revenues, the City is pledging the Local Option Gas Taxes to secure the Series 2016 Bonds. The Local Option Gas Taxes is defined in the Resolution to mean collectively (i) the City's portion of a tax imposed by Ordinance No, 93-63 enacted by Miami -Dade County (the "County") on June 15,1993, as amended by Ordinance No, 97-156 enacted by the County on September 17, 1997, as may be amended, pursuant to Section 336.025(1)(a), Florida Statues, as amended and distributed pursuant to an Interlocal Agreement dated as of May 20, 1993, as amended, among the County, the City and the other municipalities located in the County (the "Gas Tax Interlocal"); and (ii) the City's portion of a tax imposed by Ordinance No. 93-91 enacted by the County on September 20, 1993, as amended by Ordinance No. 96-101 enacted on June 20, 1996, as may be amended, pursuant to Section 336,025(1)(b), Florida Statues, as amended and Section 336.025(4), Florida Statutes, as amended, and distributed pursuant to an Interlocal Agreement, dated as of July 27, 1993 (the "Second Gas Tax Interlocal"). Each county in the State is authorized to levy a tax, of between one cent and twelve cents per net gallon on motor fuel sold in such county in the form of three separate levies. The first levy is a tax of one to six cents per net gallon on motor fuel and diesel fuel and may be authorized in a county by an ordinance enacted by a majority vote of the governing body of a county or by voter referendum, and used to fund specified transportation expenditures. As a result of statewide equalization authorized by the Legislature, the County levies all six cents of the first levy, which levy was approved by Ordinance No. 88-49, as amended and supplemented by Ordinance No. 93-63, as amended by Ordinance No, 97-156 (the "First Levy"). See "LOCAL OPTION GAS TAXES -- First Levy" below, All of Florida's sixty-seven counties levy this portion of the Local Option Fuel Tax at the maximum rate of six cents. The second levy is a tax of one to five cents per net gallon on motor fuel, but not diesel fuel, and may be authorized in a county by an ordinance enacted by a majority plus one vote of the governing body of a county or by voter referendum, and used to fund transportation expenditures needed to meet the requirements of the capital improvements element of an adopted local government comprehensive plan. The County levies three cents of the second levy which levy was approved by Ordinance No. 93-91, as amended by Ordinance No. 96-101 (the "Second Levy"). See "LOCAL OPTION GAS TAXES — Second Levy" below. The third levy is a tax of one cent per net gallon on motor fuel and diesel fuel and may be authorized in a county by an ordinance enacted by an extraordinary vote of the governing body of a county or by voter referendum (the "Ninth Cent Tax"). The City does not receive any portion of the Ninth Cent Tax. Collection and. Distribution The Florida Department of Revenue ("FDOR") collects pursuant to Section. 336,025(1)(a), Florida Statues, the local option fuel tax, consisting of the proceeds from the one to six cents and the one to five cents fuel taxes (collectively, "Local Option Fuel Tax") in each county and deposits the proceeds into the State's Local Option Fuel Tax Trust Fund. The Local Option Fuel Tax Trust Fund is subject to a 7% charge imposed by the State, representing a share of the cost of general government of the State, This charge is deducted from the Local Option Fuel Tax Trust Fund and is deposited in the General Revenue. Fund of the State. FDOR.is authorized to deduct certain administrative costs incurred in collecting, 19 010-8231-3784/2/AMERICAS administering, enforcing and distributing the proceeds of such tax to the counties in an amount not to exceed 2% of total collections from the Local Option Fuel Tax Trust Fund, The net proceeds collected from the Local Option Fuel Tax are distributed monthly by FDOR to each eligible county and the eligible municipalities therein according to a distribution formula determined at the local level by interloeal agreement between the county and the municipalities within the county's boundaries representing a majority of the population of the incorporated area within the county, If no interlocal agreement is established, then the distribution is based on the relative transportation expenditures of the county and the municipalities therein for the preceding 5 years. After the initial levy, the distribution is recalculated every 10 years. Upon any newly incorporated municipality becoming eligible to receive the Local Option Fuel Tax, the distribution will be equal to (i) the County's per lane mile expenditure in the previous year times the number of lane miles within the jurisdiction of the municipality, in which the County's share will be reduced proportionally, or (ii) determined by the local act incorporating the municipality. However, such distribution will not materially or adversely affect the rights of holders of outstanding bonds which are backed by taxes authorized pursuant to Section 336.025(1), Florida Statutes, and the amounts distributed to the County and each municipality will not be reduced below the amount necessary for the payment of principal and interest and reserves for principal and interest as required under the covenants of any bond resolution outstanding on the date of the re -determination of the distribution formula. First Levy The County and the municipalities within the County have entered into the Gas Tax Interloeal to provide for the distribution of the proceeds of the First Levy in accordance with a formula, Under the formula provided in the Gas Tax Interloeal, the County receives [74]% of the proceeds and the municipalities receive [26]%0 of the proceeds ("Municipal. Portion").. [75]%0 of the Municipal Portion is allocated based on the ratio of the population of each eligible incorporated municipality to the total population of all eligible incorporated municipalities in the County. The remaining 25% of the Municipal Portion is allocated based on the ratio of total centerline miles of roadway maintained by each eligible incorporated municipality compared to the total centerline miles maintained by all eligible incorporated municipalities in the County. In the event that an eligible municipality annexes an area of unincorporated area or a newly incorporated municipality becomes eligible for participation, the County's share will be reduced. During the term of the Gas Tax Interloeal, the County's share of the annual proceeds of the First Levy cannot be reduced below [80]% of the original [74]%o share (which equates to approximately [59]% of the total net proceeds of the First Levy), regardless of future incorporation. Pursuant to the Gas Tax Interlocal and 'Ordinance No. 88-49, as amended and supplemented, the First Levy is set to expire on August 31, 2023. CONFIRM There are 35 incorporated municipalities in the County, Pursuant to the formula provided in the ourrent Gas Tax Interloeal, the percentage share of the fiscal year 2014-2015 proceedsdistributed to the City was $ or 8,053%. The County has estimated the Fiscal Year 2015-2016 distribution for the City to be $5,223,450 or Use of Revenue. Generally, county and municipal governments may only use monies received from the First Levy for transportation expenditures, defined as: (a) public transportation operations and maintenance; 20 O 10.8 231-3 784/2/A M E R I GAS (b) roadway and right-of-way maintenance and equipment and structures used primarily for the storage and maintenance of such equipment; (0) roadway and right-of-way drainage; (d) street lighting installation, operation, maintenance and repair; (e) traffic signs, traffic engineering,signalization and pavement markings, operation, maintenance and repair; () bridge maintenance and operation; and (g) debt service and current expenditures for transportation capital projects in the foregoing program areas including the construction and reconstruction of roads and sidewalks. Second: Levy The County and the municipalities within the County have entered into the Second Gas Tax Interlocal to provide for the distribution of the proceeds of the Second Levy in accordance with a formula. Under the formula provided in the Second Gas Tax lnterlocal, the County receives [74]% of the proceeds and the municipalities receive [26]% of the proceeds ("Second Municipal Portion"). [75]% of the Second Municipal Portion is allocated based on the ratioof the population of each eligible incorporated municipality to the total population of all eligible incorporated municipalities in the County. The remaining [251% of the Second Mtmieipal Portion is allocated based on the ratio of total centerline miles of roadway maintained by each eligible incorporated municipality comparedto the total centerline miles maintained by all eligible incorporated municipalities in the County. The Second. Levy does not have an expiration. CONFARM There are 35 incorporated municipalities in the County. Pursuant to the formula provided in the Second Gas Tax Interloeal, the percentage share of the fiscal year 2014-2015 proceeds distributed to the City was $1,841,300,702 or 7.074%. The County has estimated the Fiscal Year 2015-2016 distribution for the City to be $2,009,194 or %. Use of Revenue. Generally, county and municipal governments may use monies received from the Second Levy only for transportation expenditures needed to meet the requirements of the capital improvements element of an adopted comprehensive plan or for expenditures needed to meet immediate local transportation problems and for other transportation -related expenditures that arc critical for building comprehensive roadway networks by local governments. Expenditures will not include routine maintenance of roads. Eligibility In order to be eligible to receive a distribution of funds from the Local Option Fuel Tax Trust Fund, each county or municipality must have: (i) reported its finances for its most recently completed fiscal year to the Department of Financial Services pursuant to Section 218.32, Florida Statutes; 21 010.8281-8784/2/AMCRICAS (ii) made provisions for annual postaudits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county (in the case of a municipality), an occupational license tax, utility tax, or levied ad valorem tax, or any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual postaudit of its financial accounts in accordance with law; and (vii) certified to FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or immicipality as required by law. Any funds otherwise undistributed because of ineligibility of a county or municipality willbe distributed to the eligible governments within the applicable county in proportion to other monies distributed pursuant to Section 336.025, Florida Statutes, The City represents that it has continuously been in compliance with the statutory eligibility requirements for the Local Option Fuel Tax in the past and that it has covenanted in the. Resolution to do so in the future. IIisto rical Gasoline Sales in the County The volume of motor and special fuel sold in the County is set forth below for the State fiscal years indicated: MIAMI-DADE COUNTY, FLORIDA NUMBER OF TAXABLE GALLONS SOLD State Fiscal Year Ended June 30 Gasoline & Gasohol Special Fuel Total Gallons 2011 1,000,497,002 134,315,900 1,134,812,902 2012 960,909,298 126,048,801 1,086,958,099 2013 969,969,168 129,975,919 1,099,945,087 2014 984,720,613 131,451,904 1,116,172,517 2015 1,010,555,149 136,798,000 1,147,353,149 Source: Florida Department of Revenue. 22 010-8231-3784/2/AMERICAS The amount of Local Option Fuel Tax received by the City from the County is dependent upon numerous factors, including the amount of motor fuel and diesel fuel sold in the County. Furthermore, incorporation of additional rnunicipaiities within the County could affect the amount of Local Option Fuel Tax Revenues distributable to the County and to each municipality. The amount of Local Option Fuel Tax Revenues received by the City from the County may be adversely impacted, by changes in the supply or demand for or the price of motor fuel, special fuel or diesel fuel. Most of the factors that affect the amount of Local Option Fuel Tax Revenues distributable to the City are beyond the control of the County and the City. The following table sets forth the amount of historical Local Option Gas Taxes revenues .received by the City for the fiscal years ended September 30, 2011 through 2015, CITY OF MIAMI, FLORIDA LOCAL OPTION GAS TAXES Local Percentage Fiscal Year Option Gas Increase Ended September 30 Taxes Received (Decrease). 2011 $7,066,468 8.89% 2012 6,682,646 (5.43) 2013 6,625,945 0.85 2014 6,828,949 3.06 2015 7,146,476 4.65 Source: City of Miami, Florida Finance Dept. TRANSPORTATION SURTAX General As a portion of the Designated Revenues, the City is pledging eighty percent (80%) of the Transportation Surtax to the Series 2016 Bonds. The Transportation Surtax is defined in the Resolution to mean the City°s portion of the Charter County Transit System Sales Surtax approved by the electorate of the County on November 5, 2002, pursuant to Section 212.055(1), Florida Statutes and Ordinance No. 02-116 (the "Transit System. Sales Surtax Ordinance"), enacted by the County on July 9, 2002 (the "Transit System Sales Surtax") and distributed to the City pursuant to an Interl.ocal Agreement between the County and the City approved pursuant to Resolution No. 07-638 adopted by the City on May 16,. 2007 (the "Transit Interlocal"). Levy of Transit System Sales Surtax Subject to the limitations and exemptions set forth in Chapter 212 of the Florida Statutes, the State imposes a tax on certain sales, use, services, rentals, admissions and other transactions occurring in the State, including, but not limited to, the rental of living quarters or sleeping or housekeeping accommodations for a period of six months or less, items or articles of tangible personal property sold at retail, the rental or lease of real property for purposes other than, among other things, agricultural uses or dwelling units, and the lease or rental of tangible personal property. Pursuant to Section 212.055(1) of the Florida Statutes, the County is authorized to impose the Transit System Sales Surtax on all 23 D 10.8231.3784/2/A M E R I CA S transactions occurring in the County that are subject to the State tax imposed onthe above -referenced sales, use, services, rentals, admissions and other transactions. Pursuant to Section 212.055(1), Florida Statutes, the County is authorized to levy a discretionary sales surtax of up to 1% to be used for the purposes of, among other things, planning, developing, constructing, operating and maintaining roads, bridges, bus systems and fixed guideway systems. The County elected to levy a one half of one percent discretionary sales tax, subject to the approval of the County's electorate at the time that the Transit System Sales Surtax Ordinance was enacted, The Transit System Sales Surtax was approved by a majority of the County's electorate at a special election held on November 5, 2002. The County has imposed the Transit System Sales Surtax on all transactions occurring in the County that are subject to the State tax imposed on sales, use, services, rentals, admissions, and other transactions pursuant to Chapter 212, Florida Statutes. The Transit System Sales Surtax will remain in effect until the Transit System Sales Surtax Ordinance is repealed. Collection, Distribution and Uses FDOR administers, collects and enforces the Transit System Sales Surtax. The proceeds of the Transit System Sales Surtax are transferred by FDOR into a separate account established for the County in the Discretionary Sales Surtax Clearing Trust Fund. FDOR distributes the proceeds of the Transit System Sales Surtax less the cost of administration (the "Net Transit System Sales Surtax Proceeds") to the County each month. Pursuant to the Transit System. Sales Surtax Ordinance, the Net Transit System Sales Surtax Proceeds are deposited into a special fund set aside from other County funds in the custody of the Finance Director of the County (the "Transit :System Sales Surtax Trust Fund"). Twenty percent of the Net Transit System Sales Surtax Proceeds (the "Cities' Distribution") are distributed annually by the County to each city existing within the County as of November 5, 2002 (including the City), so long as each such city (i) continues to provide the same level of general fund support for transportation in subsequent fiscal years that is in each such city's fiscal year 2001 -2002 budget; (ii) uses the Net Transit System Sales Surtax Proceeds to supplement rather than replace each such city's general fund support for transportation; and (iii) applies 20% of any Net Transit System Sales Surtax Proceeds received from the County to transit uses in the nature of (a) circulator buses, bus shelters, bus pullout bays or other transit -related infrastructure (or, alternatively, contracts with the County for the County to apply such Net Transit System Sales Surtax Proceeds to a County project that enhances traffic mobility within the city and immediately adjacent areas) and (b) on demand transportation services as defined in Section 212,055(1)(c), Florida Statutes to low income, elderly or disabled individuals. The Net Transit System Sales Surtax Proceeds are distributed among the municipalities on a pro-rata basis based on the ratio such city's population bears to the total population in all eligible cities. Newly incorporated municipalities will have the right to negotiate with the County for a pro-rata share of the County's portion of Net Transit System Sales Surtax Proceeds. The City is pledging 80% of the Transit System Sales Surtax received by the City from the County to the Series 2016 Bonds and therefore the other 20% remains available for transit uses as provided above. The City is in compliance with all requirements to be eligible to receive the Net Transit System Sales Surtax Proceeds. Effective. July 1, 2009, an amendment to Section 212,055(1) of the Florida Statutes requires any charter county that has entered into interlocal agreements for the distribution of Net Transit System Sales Surtax Proceeds with its municipalities to revise such interlocal agreements every 5 years for the purpose of including any municipalities created since the execution of the previous interlocal agreements. Accordingly, the County is required to revise its existing interlocal agreements every 5 years to include cities that were not incorporated at the time such interlocal agreements were executed. To date, the 24 010-8231-3784/2/AMERICAS County has entered into [thirty-one (31)1 interlocal agreements (the "Existing Interlocal Agreements") relative to the Cities' Distribution, (including the City), which expired in 2012. Until new Interlocal Agreements are entered into by the County and each municipality, the County will continue to distribute the Cities' Distribution pursuant to the Existing Interlocal Agreements. If the Board does not enter into new interlocal agreements described in the preceding paragraph it can elect to pay the new cities out of the County's share of the Net Transit System Sales Surtax Proceeds. The following table sets forth the amount of historical Transit System Sales Surtax revenues received by the City for the fiscal years ended September 30, 2011 through 2015. CITY OF MIAMI, FLORIDA HISTORICAL RECEIPTS OF TRANSIT SYSTEM SALES SURTAX Fiscal Year Percentage Ended 80% of Transportation Increase September 30 Surtax Received (Decrease) 2011 $10,431,.192 10.21% 2012 10,830,106 3.82 2013 11,576,632 6.89 2014 12,237,750 5.71 2015 13,072,601 6.82 Source: City of Miami, Florida 'Finance Dept. PARKING SURCHARGE General As a portion of the Designated Revenues, the City is pledging twenty percent (20%) of the Parking Surcharge revenues to the Series 2016 Bonds.. The Parking Surcharge is defined in the Resolution to mean a 15% parking surcharge to be charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, iinposed pursuant to Section 166.271, Florida Statutes and pursuant to Ordinance No, 04-12563 enacted by the City Commission on July 22, 2004, as amended from time to time, and as amended by Ordinance No. [13257] enacted by the City Commission on [March 10, 20111. Levy of Parking Surcharge and Uses Pursuant to Section 166.271, Florida Statutes, the State authorized the City to impose and collect, subject to referendum approval by voters in the City, a discretionary per vehicle surcharge of up to fifteen percent (15%) of the amount charged for the sale, lease; or rental of space at parking facilities within the City which are open for use to the general public and which are not airports, seaports, county administration buildings, or other county projects. The Parking Surcharge was approved at an election on November 4, 2003. Notwithstanding the foregoing, pursuant to the form or Section 218.503(6)(a), the City was authorized to impose a discretionary per -vehicle surcharge of up to twenty percent (20%) on the gross revenues of the sale, lease or rental or space at parking facilities within the City which are open for use to 25 010-B231,3784/2/AMERI CAS the general public. This provision only applied during the period of time in which the City was declared to be in a state of financial emergency and such provision expired on June 30, 2006. The 20% surcharge was collected by the City from Fiscal Years 2000-2004, No less than sixty (60%) percent and no more than eighty (80%) percent of surcharge proceeds will be used to reduce the municipality's advalorem tax millage or to reduce or eliminate non -ad valorem assessments, unless the municipality has previously used the proceeds from the surcharge levied under former Section 218.503(6)(b) to reduce the municipality's ad valorem tax millage or to reduce non -ad valorem assessments. Not more than forty percent (40%) and not less than twenty percent (20%) of the Parking Surcharge proceeds will be usedto improve transportation, including, but not limited to, street, sidewalk, roadway, landscape, transit and streetseape beautification improvements and will be used in downtown or urban core areas. Collection The Parking Surcharge amounts due will be collected by the operator of a parking facility at the time of, and in addition to, collection of any other amounts for the parking of a motor vehicle in a parking facility, whether charge is made on an hourly, daily, weekly, monthly, yearly, event, validation programs, valet or any other basis. All operators will be required to maintain a valid operational license. The occupational license of an operator will be revoked upon the failure to remit the surcharge amounts for three consecutive months. No operator will be permitted to operate the parking facility until all arrears are paid. The operator of every parking facility will remit funds collected pursuant to the Parking Surcharge, net of refunds, for the preceding calendar month by the twentieth (20th) day of each calendar month. The operator will keep records of such funds collected. Whenever any operator fails to keep records from which the Parking Surcharge may be accurately computed, the City may make use of a factor developed by .surveying other operators of a similar type parking facility, or otherwise compute the amount of Parking Surcharge due, and this computation will be prima facie correct. [Whenever any operator fails to collect or remit to the City the Parking Surcharge imposed within the time limit therefor, the City will assess the operator the amount of Parking Surcharge due as determined by the City, plus interest at the rate of one percent (1%) per month or any fraction thereof, and a penalty of ten percent (10%) of the Parking Surcharge due on uncollected or =emitted amounts,] The operator of a Parking Facility who: (1) fails, neglects or refuses to collect the Parking Surcharge; or (2) fails, neglects or refuses to remit the Parking Surcharge; or (3) fails, neglects or refuses to keep accurate records; or (4) submits any incomplete, false or fraudulent return.; or (5) refuses to permit the City to examine books, records and papers relating to the Parking Surcharge; or (6) fails to fully comply with any or all rules or regulations promulgated by the City, or to keep complete and proper records as required, will be subject to the following penalties for each offense: (i) have his or her occupational license revoked; and/or (ii) have a lien placed upon the parking facility for the sums owed plus interest pursuant to law; and/or (iii) be subject to an administrative fine in the amount of $500.00; and or (iv) be required to comply with stricter reporting requirements. The following table sets forth the amount of historical Parking Surcharge Designated Revenues collected by the City for the fiscal years ended September 30, 2011 through 2015. 26 010-8231-3784/2/AMERICAS CITY OF MIAMI, FLORIDA HISTORICAL COLLECTION OF PARKING SURCHARGE Percentage Fiscal Year Parking Surcharge Increase Ended September 30 Revenues Received (Decrease) 2011 $3,195,808 10.94% 2012 3,288,964 2.91 2013 4,042,857 22.92 2014 3,808,870 (5.79) 2015 3,983,086 4.57 Source: City of Miami, Florida Finance Dept. The following table sets forth the amount of historical Designated Revenues received by the City for the fiscal years ended September 30, 2011 through 2015. HISTORICAL DESIGNATED REVENUES AND PRO FORMA DEBT SERVICE COVERAGE Fiscal Year Ended September 30 80% of 20% of Total Annual Maximum Pro Forma Local Option Transportation Parking Designated Debt Debt Service Debt Service Year Gras Taxos Surtax Surcharge Revenues Service Coverage Coveragektrl 2011 $7,066,468 $10,431,192 .$3,195,808 $20,693,468 $5,226,956 3.96 2012 6,682,646 10,830,106 3,288,964 20,801,716 5,226,956 3.98 2013 6,625,945 11,576,632 4,042,857' 22,245,434 5,226,741 4,26 2014 6,828,949 12,237,750 3,808,870 22,875,569 5,226,741 4.38 2015 7,146,476 13,072,601 3,983,086 24,202,162 5,226,741 4,63 Source: City of Miami, Florida Finance Dept. (1) Pro Forma Debt Service Coverage includes debt service on the unrefiurded portions of the Refunded Series 2007 Bonds and the Refunded Series 2009 Bonds, and the Series 2016 Bonds. THE CITY OF MIAMI Background Now 119 years old, the City is part of the nation's eighth largest metropolitan area. Incorporated in 1896, the City is the only municipality conceived and founded by a woman - Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural andethnic diversity with more than 439,509 residents according to the Bureau of Economic and Business Research, University of Florida, 57.7% of them foreign born. In physical size, the City is not large, encompassing only 35,87 square miles. In population, the City is the largest of the 35 municipalities that make up Mia ai-Dade County and is the county seat. For additional information concerning the City, see "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI." *preliminary, subject to change. 27 D10-8231-3784/2/AM ER I CAS City Government Since 1997, the City has been governed by a form of government known as the "MayorCity Commissioner plan." The City Commission is the legislative body of the City, There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. The Mayor of the City is presently Tomas P. Regalado whose term expires November 2017. The current members of the City Commission and expiration of their current terms of office are: Commission Members Date Term Expires Keon Hardeman, Chair November 2017 Ken Russell, Vice Chair November 2019 Frank Carollo, Commissioner November 2017 Wilfredo (Willy) Gort, Commissioner November 2019 Francis Suarez, Commissioner November 2019 The City Manager, Daniel J. Alfonso, is a fuii-time employee and is the chief administrative officer of the City. The City Manager is responsible for directing the administrative and operational aspects of the City in compliance with the policies set by the Commission and the Mayor. Mr. Alfonso has been City Manager since and has oversight of the Police, Communications and Protocol, Fire Rescue, Equal Opportunity and Diversity Programs, Human Resources and Agenda Coordination departments. He also serves as liaison to the and Prior to working at the City, Mr. Alfonso worked at the County for 17 years in various operational and administrative positions including Revenue Collector at Miami Dade Transit, Budget Coordinator at the Office of Management and Budget and Assistant Director at the General Services Administration Department. He is responsible for an organization that has more than 4,000 employees and administers a budget of more than $942 million. Prior to his current position as City Manager, he served as Director of Management and Budget for the City. He holds a Master of Science in Finance a Bachelor of Business Administration with majors in Management, and International Business from Florida International University. The City's Assistant City Manager and Chief Financial Officer is Fernando Casainayor. His primary responsibilities include the oversight of the Finance, Grants Administration, Information Technology, the Office of Management and Budget, Procurement and Risk Management departments. He is also the City liaison with the Firefighters' and Police Retirement Trust, the General Employees' and Sanitation Employees' Retirement Trust and the Liberty City Trust, Prior to joining the City of Miami in April 2014, he served as the Miami -Dade County Tax Collector since 2007. Among his various assignments during his 26 year career with Miami -Dade County, Fernando served as an Assistant Tax Collector and Special Projects Administrator with the Tax Collector's Office as well as a Budget Analyst with the Office of Strategic Business Management and various positions with the Clerk of Courts and the Miami -Dade Transit Agency. He holds a Bachelor's of Professional Studies Degree from Barry University. The City's Finance Director is Jose M. Fernandez. He reports to the Assistant City Manager and Chief Financial Officer, He is responsible for managing and investing public funds, accounts payable, general ledger, grants monitoring, payroll, treasury management and preparation of routine accounting 28 010-8231-3784/2/AMERICAS reports as well as the City's annual financial statement, Mr, Fernandez was appointed as the Finance Director on , Prior to joining the City, he was a . [Add. education] Adoption of Investment Policy and Debt Management Policy The City adopted a detailed written investment policy on February 26, 2015, that applies to all cash and investments held or controlled by the City and identified as "general operating funds" of the City with the exception of the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related to the issuance of debt where there are other existing policies or indentures hi effect for such funds. Additionally, any future revenues, which have statutory investment requirements conflicting with the City's Investment Policy and funds held by state :agencies (e.g. Department of Revenue), are not subject to the provisions of the policy, The primary objective of the investment program is the safety of the principal of those funds within the portfolios. Investment transactions will seek to keep capital losses at a minimum, whether they are from securities defaults or erosion of market value. To attain this objective, diversification is required in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are required to be inanaged in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. Return on investment is of least importance compared to the safety and liquidity objectives described in the policy. In .accordance with the City's Administrative Policies, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City's Finance Director designee or investment advisor approved by the Commission. The Finance Director, Treasurer and the Investment Committee review the investment policy annually and the City Commission may approve any modifications. Subject to the exceptions in the City's investment policy, the City may invest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal Instrumentalities, (e) Interest Bearing Time Deposit or Savings Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Notes, (i) Municipal Securities, (j) Registered Investment Companies (Money Market Mutual Funds) and (k) Intergovernmental Investment Pool (1) Agency Mortgage -Backed Securities, (m) Asset - Backed Securities, (n) Supranationals and (o) Foreign Sovereign Governments. [Also, the City may invest in investment products that include the use of derivatives.[ As of May 31, 2016, approximately 62.92% of the City's investment portfolio was invested in United States Treasury Obligations and obligations of agencies of the United States Government. Approximately 30.72% of the City's investment portfolio was invested in commercial paper, All are rated in the highest rating category for each of the rating agencies. The City adopted a Debt Management Policy on July 21, 1998 to provide guidance governing the issuance, management, continuing evaluation of and reporting on all debt obligations issued by the City and to provide for the preparation and implementation necessary, to assure compliance and conformity with the policy, Recommendations for revisions to the policy are currently pending approval by the Commission, The Commission is expected to reach a decision regarding such recommendations by , 2016. It is the responsibility of the City's finance committee to review and make recommendations regarding the issuance of debt obligations and the management of outstanding debt. The finance committee has approved the issuance of the Series 2016 Bonds and the negotiated sale to the Underwriters. 29 o10-8231-37$4/2/AM E R I CAS The following policies concerning the issuance and management of debt were established in the Debt Management Policy: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot be funded from current revenue sources or in such cases wherein it is more equitable to the users of the projects to finance the projeet over its useful life; and (o) the City will measure the impact of debt service requirements of outstanding and proposed debt obligations on single year, five, ten and twenty year periods. Capital Improvement Plan The City's Multi -Year Capital Improvement Plan (the "Capital Plan"), covering the six -year period from October 1, 2015 through September 30, 2021 earmarked funding estimated at S533 million for 818 (293 active and 525 future) projects throughout the City. Streets and sidewalks projects account for the largest portion of the total Capital Plan funding at $164.68 million or 30.9%. Parks and recreation projects are the second largest, accounting for $127.42 million, or 23.9%, and general government programs are the third largest accounting for $92,31 million, or 17.3%, of the total Capital Plan. CIP fees/revenues collected by the City represent the largest share of funding for the Capital Plan, accounting for 52.1% of the total. Bonds issued by the City account for 22.7% of the total. Funding derived from the County accounts for 9,2% and the remaining 15.9% of funding is from federal, State and other private donations. Fiscal and Accounting Procedures The accounts of the City are organized on the basis of funds or account groups, each of which is considered a separate accounting entity in accordance with generally accepted accounting principles, as defined by the Governmental Accounting Standards Board ("GASB"). The operation of each fundis accounted for in a separate, self -balancing set of accounts which comprise its assets and other debits, liabilities, fund equities and other credits, revenues and expenditures. Individual funds that have similar characteristics are combined into fund types. For the past years the City has received the Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officers Association of the United States and Canada, For a complete description of the fund types and account groups, see "Notes to Basic Financial Statements of the City" in Appendix C herein. Indebtedness of the City Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following constraints: (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which will be determined by the finance committee by bench marking the City to current industry standards, and (ii) the maximum maturity will be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty years or (o) in the event debt was issued to refinance outstanding debt obligations the final maturity of the debt obligations being refinanced, unless a longer terns is recommended by the finance committee. Pension Fund The City has three separate, single employer defined benefit plans under the administration and management of separate Boards of Trustees. The City of Miami Fire Fighters' and Police Officers' 30 D 1O-8231-3784/2/AM E RICAS Retirement Trust ("FIPO") and the City of Miami General Employees' and Sanitation Employees' Retirement Trust ("GESE") are contributory plans that cover substantially all of the City's employees who contribute a percentage of their base salary or wage on a biweekly basis. The third plan is a non- contributory defined benefit plan, the City of Miami Elected Officers' Retirement Trust ("FORT"), in which all elected officials with seven or more years of elected service, elected to office prior to October 22, 2009 were eligible for participation. The EORT was closed to new elected official members as of October 22, 2009, City employees are required to contribute 10% of their salary to GESE and FIPO, as applicable. The EORT is a non-contributory plan. Contributions from employees for FIPO and GESE are recorded in the period the City makes payroll deductions from participants, The City is annually required to contribute such amounts as necessary on an actuarial basis to provide FIPO and GESE with assets sufficient to meet the benefits to be paid. For the year ended September 30, 2015, the City's contribution was 52 percent of annual payroll. [The ordinance covering the FIPO (the "Pension Ordinance") provides for actuarial methodology for evaluating assets to be a moving market value averaged over three years, The result cannot be greater than 100 percent of market value or less than 80 percent of market value. The Pension Ordinance also provides for the FJPO Board of Trustees' actuary to use the actuarial assumptions adopted the FIPO Board. Currently, the City and the FIPO are in discussions regarding the amount needed for contribution, However, if the City's actuary and the FIPO's actuary cannot agree, together they may appoint a third .independent actuary, The third actuary is required to submit a funding recommendation to the FIFO Board and the City Commission, The City Commission is then required to fund the amount recommended by either the FIPO's actuary or the City's actuary, whichever recommendation is closer to the recommendation of the third actuary.] The City's net pension obligation for each of the FIPO, the GESE and the EORT is $492,811,019, $261,856,389 and $2,177,114, respectively, [The annual pension costs have been fully contributed by the City for the fiscal years ended September 30, 2010, 2011, 2012, 2013, 2014 and 2015.] Additionally, the City has established a qualified governmental excess benefit plan to continue to cover the difference between the allowable pension to be paid and the amount of the defined benefits, so the benefits for eligible members are not diminished by the changes in the Internal Revenue Code (the GESE "Excess Plan"). Plan members are not required to contribute to the GESE Excess Plan. The payment of the City's contribution of the excess retirement benefit is funded from the City's General Fund and paid annually at the same time as the City's annual contribution to normal pension costs. The EBP is an unfunded plan and the City is required to contribute as benefits become payable. The payroll for employees covered by the GESE Excess Plan for the year ended September 30, 2015 was approximately $64.4 million, The City's contribution to the plan for the year ended September 30, 2015 was $648,302 and plan benefit payments were $653,302, The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended September 30, 2015, the City's average contribution rate was 1 percent of annual payroll, Accrued Compensated Absences. Under terms of Civil Service regulations, labor contracts and administrative policy, City employees are granted vacation and sick leave in varying amounts. Additionally, certain overtime hours can be accrued and carried forward as earned time off, Unused vacation and sick time is payable upon separation from service, subject to various limitationsdepending upon the employee's seniority and civil service classification.. The amount accrued as of September 30, 2015 is $ of which $ is the current portion. 'Every three years the maximum number of hours which can be carried forward is renegotiated. with FIPO and GESE,[ 31 010-8231-3784/2/.AM B R I CAS Other Postemployment Benefits ("OPEB"). Pursuant to Section 112.0801 of the Florida Statutes, the City is required to permit participation in the health insurance program by retirees and their eligible dependents at a cost to the retiree that is no greater than the cost at which coverage is available for active employees. The City has two separate single -employer OPEB plans for its retirees.. One plan is for retiring police officers and the other plan is for all other retiring employees (the "Non -Police Retirees"), Retired police officers are offered coverage at a discounted premium. For Non -Police retirees (Fire Fighters, General Employees, Sanitation Employees and Elected Officials) and their dependents, the City has a stated policy of providing health coverage and life insurance at a discounted premium equal to the blended group rate. Non -Police Retirees receive the same benefits as similarly situated active employees of the City, while retired police officers receive the same benefits as provided through the Fraternal Order of Police Health Trust. The benefits afforded to all retirees include lifetime medical, prescription, vision, dental and certain life insurance coverage for retiree and dependents. Substantially all of the City's general employees, sanitation employees and firefighters may become eligible for these benefits when they reach normal retirement age while working for the City, As of October 1, 2014, the most recent actuarial valuation date, there are approximately 4,700 covered participants of whom approximately 2,991 are active employees and 1,709 retirees. The City is authorized to establish benefit levels and approve the actuarial assumptions used in the determination of contributions levels. Retirees, and the spouses and other dependents of retirees contribute the majority of their premhun costs each month, Currently, the City's subsidy to OPEB benefits is unfunded. There are no separate trust funds or equivalent arrangements into which the City makes contributions to advance -fund the OPEB obligations, as it does for its retiree pension plans. The City's cost of the OPEB benefits is funded on a pay-as-you-go basis, The City contributed $12.2 million for the fiscal year ended September 30, 2015, The City's annual OPEB cost and the net OPEB obligation for the fiscal year ended September 30, 2015 for both Non -Police and Police retirees are as follows: Police Retirees Annual required contribution $ 57,180,000 Interest on net OPEB obligation 3,872,000 Adjustment to annual required contribution (6,238,000) Annual OPEB cost (expense) 54,814,000 Contributions made 8,655,000 Increase in net OPEB obligation 46,159,000 Net OPEB obligation - beginning of year 193,574,000 Net OPEB obligation - end of year $239,733 000 Non -Police Retirees $19,329,000 1,245,000 (2,123,000) 18,451,000 3,547,000 14,904,000 62,249,000 $$77,153,000 Total $ 76,509,000 5,117,000 (8,361,000) 73,265,000 12,202,000 61,063,000 255,823,000 $316 886,000 The City's annual OPEB cost, net OPEB obligations, and percentage of annual OPEB cost contributed, are as follows: 32 010-8231-3784/2/AMERICAS Year Ended September 30, 2015 2014 2013 Year Ended September 30, 2015 2014 2013 Annual OPEB Cost $54,814,000 54,111,000 32,745,000 Annual OPEB Cost $18,451,000 17,866,000 14,552,000 Police OPEB Contributions $8,655,000 7,475,000 5,620,000 Non -Police OPEB Contributions $3,547,000 3,168,000 3,606,000 Percentage of Annual OPEB Cost Contributed 16% 14% 17% Percentage of Annual OPEB Cost Contributed 19% 18% 25% Net OPEB Obligations $239,733,000 193,574,000 146,938,000 Net OPEB Obligations $77,153,000 62,249,000 47,551,000 As of October 1, 2014, the most recent actuarial valuation date, the funded status of the Police and Non -Police Retirees OPEB plan was as follows: Actuarial! Valuation of Assets (a) Actuarial Accrued Liability (b) Non -Police $ $210,059,000 Police 746,226,000 Total $ _ $956,285,, Non -Police Covered Payroll $198,243,900 UAAL as a percentage of Payroll 106.0% Unfunded Actuarial Accrued Liability (UAAL) (b-a) $210,059,000 746,226,000 $956,285,000 Police $77,892,030 958.0% Fund Ratio (a/b) 0,00% 0,00% 0.00% See "APPENDIX C „ BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami Comprehensive. Annual Financial Report) — NOTE 11. POST EMPLOYMENT HEALTH CARE BENEFITS." GASB Statement Nos. 68 and 71, The City has implemented GASB Statement No. 68, Accounting and Financial Reporting for Pensions — An Amendment of GASB Statement No. 27 (GASB 68), In addition, the City implemented GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to the Measurement Date — An Amendment of GASB Statement No. 68, which addresses an issue regarding application of the transition provisions of GASB 68. GASB Statement Nos. 68 and 71 require the employer to report the employer's net pension liability and related pension amounts of the defined benefit pension plans at fiscal year-end. 33 010-8231-3784/2/AMERICAS The implementation of GASB Statement Nos. 68 and 71 resulted in a restatement in the government -wide statements Net Position to report the City's net pension liability and related pension amounts for .the defined benefit plans. Accordingly, Net Position has been restated as follows: Net Position, September 30, 2014 Cumulative effect of adoption of GASB Statements Nos. 68 and 71 Net Position as restated, September 30, 2014 Governrrient-Wide Financial Statements $ 412,207,733 (686,042,982) $(273,835,249) The implementation of GASB Statement Nos. 68 and 71 resulted in the City recording deferred outflows of $32.1 million, deferred inflows of $11,8 million, and a net pension liability of $706.4 million. The impact of the implementation on prior years' operations was not determined by City management. See "APPENDIX C - BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami Comprehensive Annual Financial Report) — NOTE 10, PENSIONS" for additional information regarding the Pension Plans. [During the fiscal year ended September 30, 2015, the City's discretely presented component unit the Department of Off Street Parking, implemented GASB Statement Nos. 68 and 71. The Authority is the sponsor of the single -employer Department of Off -Street Parking Retirement Plan, which is'a defined - benefit pension plan administered through a trust and included in the Authority's financial statements. GASB Statement Nos. 68 and 71 require the employer to report the employer's net pension liability and related pension amounts of the defined benefit pension plans at fiscal yearend.] The implementation of GASB Statement Nos, 68 and 71 resulted in a restatement of the Authority's Net Position and to report the Authority's net pension asset and related pension amounts for the defined benefit pension plan. Beginning Net Position has been restated as follows: Net Position, September 30, 2014 Cumulative effect of adoption of GASB Statements Nos. 68 and 71 Net Position as restated, September 30, 2014 [Financial Urgency Government -Wide Financial Statements $14,267,399 1,612,061 $15,879,460 Pursuant to Section 447.4095 of the Florida Statutes, the. City may declare a financial urgency. That statute, which requires declaration each year, provides that, in the event , of a financial urgency requiring modification of a collective bargaining agreement, the City and the representative of the bargaining unit are required to meet as soon as possible to negotiate the impact of the financial urgency. If after a reasonable period which may not exceed 14 days the parties are in disagreement, then they must proceed under Section 447,403 of the Florida Statutes, which provides for the appointmentof a mediator, The City Manager declared a financial urgency in calendar years 2010, 2011 and 2012 for Fiscal Years 2011, 2012 and 2013, respectively. 34 01.0-8231-3784/2/AM ERICAS Pursuant to the statute and under the City's authority, in 2010 it imposed the following changes on the unions: • 'There was a tiered reduction in wages ranging from 0% for salaries less than $39,999.99 to 12% for salaries greater than $120,000 that applied to members of the International Association of Firefighters, AFL-CIO, Local 587, Fraternal Order of Police, Walter E. Headley, Jr., Miami,. Miami Lodge No. 20 and Miami General Employees, American Federation of State, County and Municipal Employees, Local 1907, AFL-CIO. • There was also a freezing of step and longevity pay. • Modification to supplemental pay items, which included elimination of education pay supplements, among other things. • Changes to the healthcare plan, such as increasing the co -pays for primary and specialist care physician visits, adding a deductible for the healthcare plan, adding an out-of-pocket maximum, lowering the coinsurance, increasing co -pays for prescriptions, increasing emergency room co- pays and adding a co -pay for urgent care facilities. • Modifying the pension benefits by increasing the normal retirement date, changing the benefit formula, changing the maximum benefit, changing the average final compensation. Additionally, for the members of the Florida Public Employees' Council 79, AFSCME, AFL-CIO, Local 871, effective on October 1, 2010, member contributions will be made at the rate of 13%. The impact of these changes on the General Fund was $76,943,905 for Fiscal Year 2011 in savings, The financial urgency was challenged in 2010. See "LITIGATION " herein regarding certain legal actions brought in connection therewith. Although Financial Urgency was declared in 2011 and 2012, the City was able to negotiate a one- year contract in 2011(no modifications were imposed) and a two-year contract in 2012 with the unions, In 2012, the City was able to reach agreements with the unions which included, among other things, changes to the pension plans. There may be a legal requirement that certain terms in the pension agreements which were modified in 2012 be approved by the Circuit Court. However, the City does not expect this to be an issue because all parties have jointly agreed to petition the Court for those terms, if legally necessary. See "PENSION PLANS AND OTHER POST -EMPLOYMENT BENEFITS" herein. The City anticipates that the 2012 changes will reduce the City's pension costs by $.17,391,300 and healthcare costs by $1,135,000 for the Fiscal Year 2013 Budget for the General Fund.] Recent Legislative and Constitutional Initiatives Concerning Ad. Valorem Taxes [UPDATE] In 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which significantly impacted ad valorem tax collections for State local governments. One component of the adoptedlegislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that, with certain adjustments andexceptions, would generate the same level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem, tax revenues from 2001 to 2006, such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% o to 9%). In addition, the legislation limits the maximum millage for future years. A local. government governing body may increase ad valorem tax levies by extraordinary votes or by referenda. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote of its governing body. Any county or municipality that levies in excess of 35 010-8231-3784/2/AMERICAS the amount permitted under the legislation will forfeit participation in the half -cent sales tax revenue sharing program for a twelve month period. As a result, the City's general millage rate was reduced from 4.4253 mills in fiscal year 2006-07 to 4.0934 mills in fiscal year 2007-08. The millage rate was [reduced] [increased] from 7,6148 in fiscal year 2013-14 to in fiscal year 2014-2015. The Florida Legislature, during its 2007 special session passed legislation which reduced the ad valorem taxes that may be levied by local governments, other than school districts, in Fiscal Year 2007-08 to below the level of taxes levied in Fiscal Year 2006-07. The legislation limits the growth of ad valorem tax levies in future years (except those levied by school districts) to the growth in a jurisdiction's population as measured by new construction and the statewide growth in per capita personal income. Several amendments to the Florida Constitution affecting ad valorem taxes have been approved by voters in the past including the following. Constitutional amendments related to ad valorem exemptions. On January 29, 2008, in a special election held for such purpose, the requisite number of voters approved amendments to the State Constitution exempting certain portions of a property's assessed value from taxation, The following is a brief summary of certain important provisions contained in such amendments, 1. Provides for an additional exemption for the assessed value of homestead property between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an assessed value equal to or greater than $75,000. 2. Permits owners of homestead property to transfer their "Save Our Homes" benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead, If the just value of the new homestead is less than the just value of the prior homestead, then owners of homesteadproperty may transfer a proportional amount of their "Save Our Homes" benefit, such proportional amount equaling the just value of .the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax. 4. Limits increases in the assessed value of non -homestead property to 10% per year, subject to certain adjustments, The cap on increases would be in effect for a 10 year period, subject to extension by an affirmative vote of electors, Plaintiffs in several instances challenged the constitutionality of the Save Our Homes assessment cap and the portability provision, as in Lanning v, Filcher in October 2007, Bruner v, Hartsfield in November 2007 and DeLuccio v. Havill in May 2008, each filed in the Circuit Court in and for Leon County, Florida. In each case, the higher court denied the plaintiffs' petitions,. In the November 2008 General Election, voters approved the following three amendments to (i) allow the Florida Legislature, by general law, to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (it) assess specified working waterfront properties based on current use rather than highest 36 010-8231-3784/2/AMERICAS and best use; (iii) provide a property tax exemption for real property that is perpetually used for conservation (began in 2010); and, (iv) for landnot perpetually encumbered, require the Florida Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. Exemption for Deployed Military Personnel, In the November 2010 General Election voters approved a constitutional amendment which provides an additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the Florida Legislature. This constitutional amendment took effect on January 1, 2011. In the Florida Legislature's 2016 legislative session, lawmakers passed House Bill 7023, which expanded the categories of military operations by adding 11 new eligible designations. Exemption for Disabled Veterans and Surviving Spouses. During the Florida Legislature's 2011 Regular Session, it passed Senate Joint Resolution 592 ("SJR 592"). SJR 592 allows totally or partially disabled veterans who were not Florida residents at the time of entering military service to qualify for the combat-relateddisabled veteran's ad valorem tax discount on homestead property. HJR 592 took effect June 13, 2011, During the Florida Legislature's 2012 Regular .Session, it passed House Joint Resolution 93 {"HJR 93"), HJR 93 allows the Florida Legislature to provide ad valorem tax relief to the surviving spouse of a veteran who died from service -connected causes while on active duty as a member of the United States Armed Forces and to the surviving spouse of a first responder who died in the line of duty. The amount of tax relief, to be defined by general law, can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property. HJR 93 took effect January 1, 2013. Exemption for Seniors. Also during the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 169 ("1-IJR 169") which became HB No. 357, codified as 2012-57 and amending Section 196.075, Florida Statutes. The amendment allows the Florida Legislature by general law to permit counties and municipalities, by ordinance, to grant an additional homestead tax exemption (the "Additional Homestead Exemption") equal to the assessed value of homestead property to certain low income seniors. To be eligible for the Additional Homestead Exemption the county or municipality must have granted the exemption by ordinance; the property must have a just value of less than $250,000; the owner must have title to the property and maintained his or her permanent residence thereon for at least 25 years; the owner must be age 65 years or older and the owner's annual household income must be less than S20,000, adjusted annually based on the Consurner Price .Index, which for 2015 was $28,448. The Additional Homestead Exemption authorized by HJR 169 would not apply to school property taxes. In order to grant the Additional Homestead Exemption, the City enacted Ordinance No. 2012-34. During the Florida Legislature's 2016 Regular Session, it passed House Joint Resolution 275,("I-IJR 275") which became HB No. 277, amending Section 196.075, Florida Statutes, to allow certain low income seniors to continue receiving the Additional Homestead Exemption if the homestead's just value rises above $250,000 either due to changes in the market or because of additions or improvements made to the property. In addition, individuals whowere granted the Additional Homestead Exemption in prior years, but became ineligible for the Additional Homestead Exemption because the just value of the individual's homestead rose above $250,000, may regain the Additional Homestead Exemption by reapplying. The just value determination for such person will be the just value as determined in the first tax year that the owner applied for and was eligible for the Additional Homestead Exemption, regardless of the current just value of his or her homestead property. For HJR 275 to become effective, the bill must be approved by voter referendum at the general election held in November 2016 and will apply retroactively to the 2013 tax roll for any person who received the exemption under Section 196.075(2)(b) before the effective date, 37 07.0-B231- 3784/2/AM ER I CAS Other Exemptions. During the Florida Legislature's 2013 Regular Session, it passed Senate Bill 1830 ("SB 1830"), which was signed into law by the Governor and created a number of changes affecting ad valorem taxation. First, SB 1830 provides long-term lessees the ability to retain their homestead exemption and related assessment limitations and exemptions in certain instances, Second, SB 1830 inserts the term "algaculture" in the definition of "agricultural purpose" and inserts the terms "aquacultural crops" in the provision specifying the valuation of certain annual agricultural crops, nonbearing fruit trees and nursery stock. Third, SB 1830 allows for an automatic renewal for assessment reductions related to certain additions to homestead properties used as living quarters for a parent or grandparent and aligns related appeal and penalty provisions to those for other homestead exemptions. Fourth, SB 1830 deletes a statutory requirement that the owner of the property must reside upon the property to qualify for a homestead exemption. Fifth, SB 1830 clarifies the property tax exemptions counties and cities may provide for certain low income persons age 65 and older. Sixth, SB 1830 removes a residency requirement that a senior disabled veteran must have been a Florida resident at the time they entered the service to qualify for certain property tax exemptions. Seventh, SB 1830 repeals the ability for certain limited liability partnerships to qualify for the affordable housing property tax exemption. Eighth, SB 1830 exempts property used exclusively for educational proposes when the entities that own the property and the educational facility are owned by the same natural persons. Also during the Florida Legislature's 2013 Regular Session, the Florida. Legislature passed House Bill 277 ("HB 277"), which, was signed into law by the Governor. FIB 277 provides that certain renewable energy devices are exempt from being considered when calculating the assessed value of residential property. HB 277 only applies to devices installed on or after January 1, 2013. HB 277 took effect on July 1, 2013, Proposed Legislation- Not Passed During the 2016 legislative session, House Joint Resolution 7015 ("FUR 7015") proposed a constitutional amendment to repeal the recapture provision which allows the assessed value of homestead property to increase by the Save Our Homes cap, even' if the market value falls, provided that the assessed value does not exceed the just value. IIJR 7015 was not passed. Lawmakers also proposed Senate Bill 1222 ("SB 1222") to revise the way local governments determine the maximum millage rate. Under the proposed law, the rolled back rate wouldbe based on the amount of taxes actually levied in the prior year, adjusted for change in per capita personal income. SB 122 was not passed. At this time, it is impossible to tell whether in the future there may be future property tax, amendments or estimate with any certainty the level of impact that the constitutional amendments will have on the City, but the impact could be substantial. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2016 Bonds are subject to the approval of Bryant. Miller Olive P•A,, Bond Counsel, Miami, Florida whose approving opinion in theform attached hereto as "APPENDIX D — FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the Series 2016 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from, that text if necessary to reflect facts and law on the date of delivery. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Squire Patton Boggs (US) LLP, Miami, Florida, Disclosure Counsel to the City. 38 010-8231-3784/2/AM ERICAS Certain legal matters will be passed upon for the Underwriters by LITIGATION [UPDATE] There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2016 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy of the ad valorem taxes, Neither the creation, organization or existence, nor the title of the present members of the City Commission or other officers of the City is being contested, The following are summaries of pending litigation or asserted claims, of which the City is aware, having an exposure either (a) not capped by the limitations of s, 768.28(5), Florida Statutes (2012), i.e.,. $200,000 per person/$300,000 per incident; and (b) not covered by the availability of excess insurance purchased by the City to cover certain liabilities in excess of a $500,000 self -insured retention. Fraternal Order of Police, Walter E. ]Headley, Jr., Miami Lodge No. 20 v. City of Miami The FOP Miami Lodge 20 (hereinafter the "Police Union") alleges that it has a Collective Bargaining Agreement with the City, effective through September 30, 2010, that the parties exchanged initial proposals for a successor agreement, and that the parties have held several bargaining sessions. The Police Union further alleges that during the several bargaining sessions, the City never advised the Police Union that there was a need to reach settlement on economic items expeditiously, or that the City intended to declare a "financial urgency" and invoke the process set forth in Section 447.4095, Florida Statutes, The Police Union contends that Section 447,4095 may only be invoked to modify the °terms of an existing agreement. The Police Union further alleges that although the parties continued to bargain for a successor collective bargaining agreement on August 9 and 12, 2010, the parties never discussed wages or pensions, but on August 16, 2010, the City advised the Public Employees Relations Commission ("PERC") that it had engaged in negotiations on the impact of the financial urgency, and any action necessitatedby the financial urgency, and that a dispute existed. The Police Union then alleges that on August 31, 2010, the City unilaterally took action to alter the terms and conditions of employment before reaching impasse with the Police Union, in violation of Section 447.501(1)(a) and (1)(c). Further, the Police Union alleges that, although the changes were not discussed with them, they were discussed in a closed door unnoticed "shade" meeting conducted in violation of Section 447.605, Florida Statutes (an. exemption to the Sunshine Law), The Police Union contends that the failure of the City to have any discussions with the Police Union on these matters constitutes bad faith or surface bargaining in violation of Section 447.501(1)11 (a), Florida Statutes. It also asserts that by unilaterally altering terms and conditions of employment before completion of the impasse procedure set forth in Section 447.403, Florida Statutes, and by not responding to a request for records, the City violated Section 447.501(1)(a) and (1)(c), Florida Statutes. The City .received a recommended order from the Hearing. Officer in its favor, which was ultimately adopted by the Commission. The FOP has appealed to the Florida District Court of Appeals, First District. The First District affirmed. The FOP has sought review by the Florida Supreme Court. The First District affirmed and the Florida Supreme Court has accepted review, The Supreme Court heard oral argument and the city is awaiting a decision. International Association of Firefighters, Local 587 v. City of Miami The JA'F Local 587 (hereinafter "Firefighters Union") alleges that it has a Collective Bargaining Agreement ("CBA") with the City, effective through October 1, 2010, that, in exchange for concessions by the Firefighters Union, the CBA was extended through September 30, 2011, and that the City 39 010.8231.3784/2/AMERICAS expressly waived its right not to fund any year of the CBA except in the case of "true fiscal emergency", defined in the CBA as, "the City must demonstrate that there is no other reasonable alternative means of appropriating monies to fund the agreement for that year or years". The Firefighters Union further alleges that less than. six (6) months after agreeing to the extension, on April 30, 2010, the City invoked the process under Section 447.4095, Florida Statutes, claiming "financial urgency," and on August 31, 2010, unilaterally took action to modify wages, insurance and pension benefits. The Firefighters Union asserts that the invocation of Section 447,4095, Florida Statutes was improper and was waived by the City in the CBA. Further, the Firefighters Union alleges that, prior to their enactment, the modifications to the CBA were discussedin a closed door, unnoticed shade meeting in violation of Section 447.605, Florida Statutes (an exemption to the Sunshine Law). Finally, the Firefighters Union asserts that the City failed to bargain collectively and in good faith by enacting the changes of August 31, 2010, by not providing the Firefighters Union with notice in, advance, and by failing to discuss, bargain over, impact bargain, or complete the process set forth in Section 447.403 and/or Section 447.4095, Florida Statutes, The City received a recommended order from the Hearing Officer in its favor, which was adopted by the Commission. The District Court of Appeal, Third District affirmed, and the Florida Supreme Court has stayed the case pending resolution of Headley v. City of Miami. As of date of the report the City cannot predict the outcome of this case of financial consequences, if any. Jorge Castro v. City of Miami, et. al. Sorge Castro, individually and as class representative filed a lawsuit against the City of Miami ("City"), the City of Miami Firefighters' and Police Officers' Retirement Trust and Plan ("Plan"), The Board of Trustees of the Plan ("Board"), Carlos Migoya (former City Manager) and Dania Orta (Assistant Plan Administrator) in the U.S. District Court Southern District of Florida (Case No.: 1:13-ev-22661- WJZ). The City was formally served. on August 2, 2013 and Plaintiff has presented alleged claims for: breach of fiduciary duties, plaan benefits, plan benefits as a result of misrepresentation, negligent misrepresentations, violation of 42 U.S.C, s. 1983 (procedural due process), impairment of contract, violation of Citizens' Bill of Rights, and declaratory judgment. The class seeks compensatory and punitive damages. At this time, the City cannot predict with certainty the outcome of this lawsuit. Catholic Archdiocese of Miami v. City of Miami On April 9, 2013, the Catholic Archdiocese of Miami filed a lawsuit against the City alleges diminution of property values due to the City's enactment of the Miami 21 Zoning Code. The lawsuit asserts claims seeking $89 million dollars in damages, plus interest, attorneys fees, and expenses under the Bert J. Harris, Jr. Private Property Rights Protection Act, Section 70,001, Florida Statutes regarding four parcels of property owned by the Archdiocese and located at 3333, 3601, 3667, and 3675 South Miami Avenue within the City, At this time, the City cannot predict with certainty the outcome of this lawsuit, See The Most Reverend Moms G, Wenski, Archbishop of the Archdiocese of Miami, .Inc, v, City of Micimi, Miami -Dade County Circuit Court, Case No.: 13-12523 CA 06. Securities and Exchange Commission Investigations On Deeember 10, 2009, the City of Miami was notified by the Miami Regional Office of the SEC that the staff of the SEC was conducting a non-public inquiry concerning certain City of Miami bond offerings to determine whether there had been any violations of federal securities laws. In letters dated December 10, 2009 and December 23, 2009, the SEC staff requested that the City voluntarily provide the SEC staff with documents concerning (a) City bond offerings in 2007 and 2009, (b) the transfer of approximately $13.1 million from the Capital Projects Fund to the General Funcl in Fiscal Year 2007, (c) the transfer of approximately $13.3 million from the Capital Projects Fund to the General Fund in Fiscal 40 01O-8231-3784/2/AMERICAS Year 2008, and (d) Audit Report No. 010-005, Audit of Compliance with the Financial Integrity Principles, issued by the City of Miami Office of Independent Auditor General in November, 2009. In February 2010, the SEC issued a formal order directing a non-public investigation ("Formal Order"), stating that it had information tending to show possible violations of Section. 10(b) of the Securities Exchange Act of 1934 and Rule lob-5 thereunder and Section 17(a) of the Securities Act of 1933. According to the Formal Order, the SEC is investigating whether, since at least 2005, the City and others may have violated these provisions by, among other things, employing devices, schemes or artifices to defraud, engaging in transactions which operated or would operate as a fraud or deceit, or making false statements of material fact or failing to disclose material facts concerning, among other things, the state of the City's financial condition. The SEC has requested documents from the City, both voluntarily and by subpoena, and has also issued subpoenas for documents from and the testimony of current and former City officials and employees, and has taken the testimony of some individuals. The City has received multiple subpoenas from the SEC asking for additional documents concerning primarily the Auditor General's report referenced above, the fund transfers referenced above, City bond issues in 2007 and 2009, bond document disclosures, reports to bondholders, City pension plans and obligations under such plans, any policies, procedures and guidelines related to inter -fund transfers, any adverse conditions concerning the City's finances, any internal investigation, review or analysis conducted by the City and related to matters that have been identified as subjects of the SEC investigation and documents related to the use of certain revenue sources as recently mentioned in the Internal Auditor General Report No, 11-001. Documents requested include communications with and among City management and elected officials. On July 23, 2012, the SEC notified the City that the SEC's enforcement staff intends to recommend that the SEC file civil fraud charges against the City based on transactions that occurred with respect to the City's fiscal years ending .September 30, 2007 and September 30, 2008. This notification from the SEC staff is commonly referred to as a "Wells Notice," and it contains the SEC staff's recommendations based upon its investigation, On August 6, 2012, the City filed its response to the Wells Noticewhich respectfully disagrees with the SEC staff's position and the City requested to present information to the SEC's senior staff demonstrating that such charges are not warranted. The City intends to discuss the recommendation with the SEC senior staff before any recommendation is sent to the SEC Commission, The SEC investigation has temporarily diverted the attention of City officials and employees from the conduct of City operations, has caused the City to incur significant expenses, and could have a material effect on the City's financial condition and operations. The City cannot predict at this time the duration or the outcome of the final conclusion of this investigation, Additionally, the SEC has requested documents in connection with the City'.s Special Obligation Parking Revenue Bonds, Series 2010A and Series 2010B (Marlins Stadium Project). The City is cooperating fully with the SEC investigation and is providing information in response to the SEC's requests. The SEC has not advised the City when the investigation is expected to be concluded or of any potential outcome of the investigation, and the City cannot predict either the duration of the investigation or its outcome, The SEC investigation may temporarily divert the attention of City officials and employees from the conduct of City operations, could cause the City to incur significant expenses, and could have a material effect on the City's financial condition and operations. The City cannot predict the outcome of this investigation or the ultimate consequences resulting from any action on the part of the SEC. See also "LITIGATION - Certain Legal Proceedings" discussed below and "INVESTMENT RISK FACTORS" discussed herein. 41 010-82314784/2/A M ER ICAS In a prior action, dated March 21, 2003, the SEC ordered the City to cease and desist from committing or causing any further violations or future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule l0b-5 thereunder. This action was taken in connection withthree bond offerings, all of which occurred in 1995, for failure to disclose that the City's cash position had materially declined since the close of Fiscal Year 1994. [Securities and Exchange Commission v. City of Miami and Former Budget Director The plaintiff filed an action in the United States District Court in and for the Southern District of Florida against the City alleging that affirmative steps were taken to mislead the financial status of the City, thus allegedly misleading bond investors, In December 2013, the Court denied. Motions to Dismiss filed by the City and by the City's former budget director. In January 2014, the former budget director appealed to the United States Court of Appeals for the Eleventh Circuit, the lower Coiu-t's denial of the former budget director's Motion to Dismiss and filed a Motion for Stay of Proceedings Pending Appeal, which the lower Court granted an January 30, 2014. Subsequently, although the Eleventh Circuit denied the former budget director's appeal in an unpublished opinion, on January 20, 2015 the Eleventh Circuit granted the former budget director's motion for stay of issuance of mandate pending Petition for Writ of Certiorari to the United States Supreme Court, Former budget director filed his petition for Writ of Certiorari which was. denied,] Internal Revenue Service Examination On November 18, 2011, the City was notified by an examination request letter from the Department of Treasury, Internal Revenue Service ("IRS"), informing the City that its S153,060,000 City of Miami, Florida Limited Ad Valorem Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects) (the "2007A Bonds") and City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2007B (Homeland Defense/Neighborhood Capital Improvement Projects) dated July 10, 2007 (the "2007B Bonds") (collectively, the "2007 Homeland Defense/Neighborhood Capital improvement Bonds) were been selected for a routine examination to determine compliance with federal tax requirements regarding arbitrage under sections 148 and 149 of the Internal Revenue Code, The City cooperated fully with the IRS examination and requests for documentation and information, On October 18, 2013, the IRS sent the City a Notification of No Change Determination, which concluded that examination, confirmed the tax-exempt status of the Series 2007 Homeland Defense/Neighborhood Capital Improvement Bonds, and requires the City to continue to yield restrict any unspent proceeds .and to spend any remaining proceeds as soon as possible, Currently, the City continues its required spend -down progress and continues to yield restrict any remaining unspent proceeds and interest on the Series 2007A Bonds. The Series 2007E Bonds were refunded on December 17, 2015. Petroleum Products Corporation An environnnental claim is presently being asserted by the United States of America involving an alleged disposal by the City of Miami Fire Department's service garage of 83,055 gallons of waste oil to Petroleum Products Corporation ("PPC") on November 25, 1972. PPC allegedly operated as a processor and broker of waste oil at a site located in Hollywood, Florida, and, during its period of operation, disposed of sludges generated from the oil refining process in unlined pits on the site. Contamination assessment and initial remedial activities undertaken by the United States Environmental Protection Agency ("EPA") and the State Department of Environmental Protection ("DEP") during the past ten (10) 42 010-8231-3784/2/AMERICAS years indicate that the soils and groundwater at the site are significantly contaminated by waste oil and other hazardous wastes. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400,003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the City to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the City after December 31, 1975, Rule 69W-400,003 further provides,however, that if the City in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted, The City has not defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975, [Bond Counsel to Provide] TAX MATTERS RATINGS Moody's Investors Service, Inc., S&P Global, a division of S&P Global Inc. and Fitch Ratings have assigned their municipal bond ratings of "," "" and " "a, respectively to the Series 2016 Bonds. The ratings reflect only the views of said rating agencies and anexplanation of the ratings may be obtained only fromsaid rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so waiTant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2016 Bonds, VERIFICATION OF MATHEMATICAL COMPUTATIONS The accuracy of the arithmetical computations demonstrating the adequacy of the maturing principal and interest on the Escrow Securities and cash held by the Escrow Agent to pay, when due, the principal of and interest on the Refunded Bonds will be verified by FINANCIAL ADVISOR The City has retained Public Financial Management, Inc., Coral Gables, Florida as Financial Advisor in connection with the City's financing plans and with respect to the authorization and issuance of the Series 2016 Bonds, The Financial Advisor did not participate in the underwriting of the Series 2016 Bonds. AUDITED FINANCIAL STATEMENTS The Basic Financial Statements of the City for the fiscal year ending September 30, 2015 (the "Audited Financial Statements"), and report thereon of RSM US LLP (the "Independent Certified Public Accountant") are attached hereto as "APPENDIX C — BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEM.BER 30, 2015 (Exempt of the City of Miami Comprehensive Annual Financial Report)." Such statements speak only as of September 30, 2015, [The 4.3 OiO-823i-3784/2/AMERICAS Audited Financial Statements have been included as a public document and the Independent Certified Public Accountant [has] I not] consented to the inclusion of such Audited Financial Statements in this Limited Offering Memorandum nor have they participated in the preparation of the Limited Offering Memorandum,] [To be discussed.] UNDERWRITING The Series 2016 Bonds are being purchased by the underwriters shown on the cover of the Limited Offering Memorandum (collectively, the "Underwriters") at an aggregate purchase price of (the $ par amount of the Series 2016 Bonds, [plus] [less] net original issue [premium] [discount] of $ , less Underwriters' discount of $ . The Underwriters' obligations are subject to certain conditions precedent described in the Bond Purchase Contract entered into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2016 Bonds if any Series 2016 Bonds are purchased. The Series 2016 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2016 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. CONTINGENT FEES The City has retained Bond Counsel, Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2016 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2016 Bonds, ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2016 Bonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including. specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2016 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2016 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. CONTINUING DISCLOSURE The City will covenant for the benefit of the Series 2016 Bondholders to provide certain financial information and operating data relating to the City and the Series 2016 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant will only apply so long as the Series 2016 Bonds remain outstanding. The Annual Report and any notices of material events will be filed by the City with the Municipal Securities Rulernaking Board's Electronic Municipal Market Access ("EMMA") system for municipal securities disclosures as described in the proposed form of Disclosure Dissemination Agent Agrreement (the "Disclosure Agreement") attached hereto as APPENDIX E. The specific nature of the information to be contained in the Annual Report and the notices of material events are described in "APPENDIX E - FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT" attached hereto, will be executed by the City at the time of issuance of the Series 2016 Bonds. Failure of the City to comply with the provisions of the Disclosure 44 010.8231-3764/2/AMERICAS Agreement will not constitute an event of default under the Resolution, It is the position of the City that the sole and exclusive remedy of any holder of a Series 2016 Bond for enforcement of the provisions of the Disclosure Agreement will be an action of mandamus or specific performance to cause the City to comply with its obligations thereunder. The City's dissemination agent for such undertakings is Digital Assurance Certification, L.L.C. The Disclosure Agreement will be executed by the City prior to the issuance of the Series 2016 Bonds. These covenants have been made in order to assist the 'Underwriters in complying with the continuing disclosure requirements of Rule 15c2.12 promulgated by the Securities and Exchange Commission (the "Rule"). With respect to the Series 2016 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The City has undertaken certain continuing disclosure obligations in prior continuing disclosure certificates in connection with its outstanding debt to provide certain financial and operating information and notices to EMMA. As of the date hereof, the City is in compliance with all of its continuing disclosure obligations, in all material respects, and has implemented procedures to assure future compliance with all of its continuing disclosure obligations, On August 30, 2012, the City filed a supplement to its annual report which included supplementing its Comprehensive Annual Financial Report for Fiscal Year ended September 30, 2011 and its Supplemental Report to Bondholders as of September 30, 2011. Such supplement provides additional and/or clarifying detail to the information previously provided. The City also failed to timely file its Comprehensive Annual Financial Report for the Fiscal Year ending September 30, 2012. 'Update] ACCURACY AND COMPLETENESS OF LIMITED OFFERING MEMORANDUM The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2016 Bonds, the security for the payment of the Series 2016 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof. FORWARD -LOOKING STATEMENTS This Limited Offering Memorandum contains certain "forward -looking statements" concerning the City's operations, performance and financial condition, including its future economic performance, plans and objectives and the likelihood of success in developing and expanding, These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward -looking statements. 45 010-823J-3784/2/AMERICAS MISCELLANEOUS Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2016 Bonds. 46 010.8281-9784/2/AMERICAS AUTHORIZATION OF LIMITED OFFERING MEMORANDUM The execution and delivery of this Limited Offering Memorandum has been duly authorized and approved by the City. At the time of delivery of the Series 2016 Bonds,. the City will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Limited Offering Memorandum (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion will be expressed), as of its date and as of the date of delivery of the Series 2016 Bonds, contain an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Limited Offering Memorandum is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. 47 THE CITY OF MIAMI, FLORIDA By: City Manager 010-8231-3784/2/AMERICAS APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI 010-8231-3784/2/AMERICAS APPENDIX B COPY OF Tra ORIGINAL RESOLUTION AND FORM OF THE SERIES 2016 BONDS RESOLUTION Ot0-8231-3)84/2/AMERICAS APPENDIX C FINANCIAL STATEMENTS OF THE CITY OE MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami Comprehensive Annual Financial Report) 010-8231-3784J2JAM MICAS APPENDIX D FORM OF BOND COUNSEL OPINION 010.8231-97S4/2/AMERICAS APPENDIX E FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT 010-8231-3784/2/AMERICAS