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HomeMy WebLinkAboutComposite Exhibit ACOMPOSITE EXHIBIT A: 3121-Legislation-Substitution Memo from City Manager, dated November 14, 2017, including October 30, 2017 PNC Bank, National Association, Proposal, and PFM 2017 Refinancings Overviews of November 1, 2017 and November 8, 2017, proposed Legislation Substitution, Agenda Summary Form, original proposed Legislation, October 12, 2017 Request for Proposals from PFM Financial Advisors on behalf of the City, and all attachments to the foregoing. CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members DATE: November 14, 2017 Of the City Comm ion FROM: Dante! J f City Manage SUBJECT: Substitution Item— November 16, 2017 City Commission Meeting REFERENCES: ENCLOSURES: The Office of the City Manager is giving notice of a revision to RE. 10, and respectfully requests substitution of the following item for the November 16th Agenda- RE.10-A resolution authorizing (1) the refunding of the City's outstanding Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Taxable Pension Series 2009 by (2) the issuance of not to exceed Seven Million, Five Hundred Thousand Dollars ($7,500,000.00) of the City of Miami, Florida Special Obligation Non -Ad Valorem Refunding Note, Taxable Pension Series 2017 through a direct placement loan from PNC Bank, National Association. The proposals and recommendations related to this Resolution were voted on by the Finance Committee at their November 8'h meeting, and were completed after the Agenda Office's print and publication date. Cc: Victoria Mendez, City Attorney Todd Hannon, City Clerk Fernando Casarnayor, CFO/Assistant City Manager Chris Rose, Director, Office of Management and Budget Anna Medina, Agenda Coordinator 3 l lam. 1. - L9, I l 1,44.. , ,r ` y l r Y Y N City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www, miamigov.com File Number: 3121 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE, TAXABLE PENSION SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM PNC BANK, NATIONAL ASSOCIATION ("LENDER") AND PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID NOTE TO THE LENDER; SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE, AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS, NOTE REGISTRAR, ESCROW AGENT, AND PAYING AGENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE, AND DELIVER ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF SIX MILLION, THREE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($6,385,000.00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF THE CITY'S NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2009 ("SERIES 2009 BONDS"); AUTHORIZING THE TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE SERIES 2009 BONDS, IF ANY, FOR REDEMPTION IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION (AS DEFINED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS DEFINED BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES 2009 BONDS: DELEGATION OF AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION AGENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. City of Miami Page 1 of 11 File Xi: 3121 (Revision: A) Printed On: 1111412097 File ID: 3121 Enactment Number: WHEREAS, the City of Miami ("City") has currently outstanding Six Million, Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) of its previously issued Thirty -Seven Million, Four Hundred Thirty -Five Thousand Dollars ($37,435,000) of Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 ("Series 2009 Bonds"), issued July 16, 2009; and WHEREAS, in order to obtain interest savings in an estimated amount of One Million Two Hundred Forty Thousand Dollars ($1,240,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Series 2009 Bonds, if any, to redeem said Series 2009 Bonds in accordance with the related Resolution No. 08-0703, adopted December 11, 2008 ("Authorizing Resolution") and Continuing Disclosure Agreement, dated as of July 16, 2009 ("Continuing Disclosure Agreement"), and (b) to issue in a total aggregate principal amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 ("Note") to advance refund a portion of the Series 2009 Bonds currently in an outstanding principal amount of Six Million Three Hundred Eighty -Five Thousand Dollars ($6,385,000,00) (which will become subject to optional redemption as of December 1, 2019 and mature on December 1' in the years 2023 and 2025) ("Series 2009 Bonds to be Refunded"); and WHEREAS, a total of Six Hundred Six Dollars ($606.00) is remaining from the proceeds and interest of the Series 2009 and in continuing compliance with the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds, the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred Six Dollars ($606.00) for debt service) for remaining proceeds, interest earnings, and project close- outs related thereto; and WHEREAS, the City's Financial Advisor, PFM Financial Advisors LLC ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancings and refundings of the Series 2009 Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee, with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the PNC Bank, National Association ("Lender") being recommended by the Finance Committee on November 8, 2017, as the most responsive and responsible proposer, to privately purchase and to hold the Note not for resale with limited restricted assignability, to provide for the refunding of the Series 2009 Bonds to be Refunded, and to provide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine and declare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to PNC Bank, National Association is in the best interests of the City due to the complexities of the market, the timings of the defeasance, advance refunding and redemption of the Series 2009 Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, legally available non -ad valorem revenues are proposed to be pledged to repay the Note; and City of Miami Page 2 of 11 File ID: 3121 (Revision: A) Printed on: 1111412017 File ID: 3121 Enactment Number: WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith, to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Series 2009 Bonds to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Note, the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, and to accomplish the continuing compliance for the Series 2009 Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2009 Bonds, the Authorizing Resolution, and Continuing Disclosure Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapter 166, Florida Statutes as amended; Part VII of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; applicable City resolutions and other applicable provisions of law (collectively, the "Act"). Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Note. in addition to the words and terms defined in the recitals to this Resolution, es used herein, the following terms shall have the following meanings herein, unless the context otherwise requires; 'Bond Counsel" means Bryant Miller Olive P,A., Miami. Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar" means the Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended from time to time. "Escrow Agent" means the bank or financial institution selected and appointed as the escrow agent by the City Manager. 'Escrow Deposit Agreement(s) means the Escrow Deposit Agreement(s) to be entered into between the City and the Escrow Agent providing for the advance refunding, defeasance, and redemption of the Series 2009 Bonds to be Refunded. "Financial Advisor" means PFM Financial Advisors, LLC. City of Miami Page 3 of 11 Fife ID: 3121 (Revision: A) Printed on: 11/14/2017 File ID: 3121 Enactment Number: "Fiscal Year" means the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Rate" means % as the fixed rate of interest per annum as provided in the Loan Agreement. "Loan Agreement" means the loan agreement to be entered into between the City and PNC Bank, National Association, as the Lender and Purchaser, in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means December 1, 2025. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein. "Note" means the not to exceed Seven Million, Five Hundred Thousand Dollars ($7,500,000.00) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 authorized pursuant to this Resolution. "Payment(s)" means all amounts payable by the City of principal, interest, and prepayment penalty, if any, on the Note, and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on December 1, commencing December 1, 2018; (b) that interest payments shall be paid semi-annually each December 1 and June 1, commencing June 1, 2018; and (d) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director of the City. "Purchaser" or "Lender" means PNC Bank, National Association, as direct placement purchaser and holder of the Note. "Pledged Funds" means collectively the amounts on deposit in the Note Fund and any other funds and accounts created pursuant to the Loan Agreement and therein pledged to secure the Note (with the exception of the Rebate Fund), including Pledged Revenues. "Pledged Revenues" means 1) Non Ad -Valorem Revenues deposited into the Note Fund established by this Resolution and the Loan Agreement and in accordance with requirements of the pledged revenue structures of the Authorizing Resolution for the previous Series 2009 Bonds, 2) to the extent necessary any other funds deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by this Resolution and the Loan Agreement, and 3) income received from the investment of moneys deposited into the funds and accounts established by this Resolution and the Loan Agreement. "Proposal" means the attached and incorporated proposal dated October 30, 2017, from PNC Bank, National Association, as Lender and Purchaser, to the City. Cif}, of Miami Page 4 of 11 File ID: 3121 (Revision: A) Printed on: 11/1412017 File ID: 3121 Enactment Number: "Resoiution(s)" means this Resolution No. R-17- , adopted by the City Commission of the City of Miami, Florida on November 16, 2017, as amended and supplemented from time to time. "Series 2009 Bonds" means the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009. "Series 2009 Bonds to be Refunded" means the City's currently outstanding Series 2009 Bonds in the amount of Six Million, Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) maturing on December 1 in the years 2023 (a portion thereof) through 2025. "Verification Agent" means the qualified verification agent appointed by the City Manager. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (I) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (ill) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (iv) The Pledged Revenues consist of multiple revenue sources which require extensive planning and explanation to the market and which must continue in accordance with requirements of the pledged revenue structures of the Authorizing Resolution for the previous Series 2009 Bonds; (v) Market conditions are such that this type of credit would be well received by financial institutions; (vi) The vagaries of the current and near future municipal Note market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and (vii) The structure and timing of the related advance refunding and redemptions of a portion of the Series 2009 Bonds to be Refunded require extensive planning. B. It is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings of an estimated One Million Two Hundred Forty Thousand Dollars ($1,240,000.00) (net present value) in interest payments on the Series 2009 Bonds without extending the time for such payments. C. The Note shall be payable from the Pledged Funds. City of Miami Page 5 or 11 File ID: 3121 (Revision: A) Printed on: 11/1412017 File ID: 3121 'Enactment Number: D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds are not now pledged or encumbered in any other matter. F. The Note shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the Note, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 2009 Bonds and the Note and the previous obligations of the City that also contain a covenant to budget and appropriate legally available funds. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the direct placement Proposal from PNC Bank, National Association for the private placement and negotiated sale of the Note to the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) to advance refund the Series 2009 Bonds to be Refunded and to provide for costs of issuance of the Note. Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments; Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to be known as the "Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017" is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), and (ili) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreements and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreements, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and City of Miami Page 6 of 11 File ID: 3121 (Revision: A) Printed on: 10412017 File ID: 3121 Enactment Number:. the Escrow Deposit Agreements. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. The City Manager is delegated the authority (1) to select and appoint a bank or other financial institution to serve as the Escrow Agent, and (2) to select and appoint a qualified Verification Agent, both based upon proposals received and reviewed by the City's Financial Advisor in connection with the Escrow Deposit Agreement for the advance refunding of the Series 2009 Bonds to be Refunded. Section 6. Description of the Note. The Note shall be issued as one (1) fully registered Note in the principal amount not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), shall be dated as of the date of its delivery to the Lender as the Purchaser thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender and shall bear interest at the Interest Rate, calculated on the basis of a 30/300 day year. Interest will be paid semi-annually each June 1 and December 1 with the first interest payment due on June 1, 2018. Principal will be paid annually on December 1 each year, with the first principal payment payable on December 1, 2018. The Maturity Date shall be December 1, 2025; provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the Note shall bear interest at the Taxable Interest Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no event shall the interest rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the Note shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the new purchaser has received the prior written consent of the City and has previously executed and provided to the City a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the City of Miami Page 7 of 11 File ID: 3121 (Revision: A) Printed on: 11/14/2017 File ID: 3121 Enactment Number: manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment cf the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 10. Covenants of the City. To the extent permitted by and in accordance with applicable law and budgetary processes, the City covenants and agrees to budget and appropriate in its annual budget, by amendment if necessary, from Non Ad -Valorem Revenues, lawfully available In each Fiscal Year, amounts sufficient to satisfy the Payments for such Fiscal Year due during such Fiscal Year as provided in the Loan Agreement and the Note. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues, Such covenant to budget and appropriate does not create any hen upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other notes, bonds, and other debt instruments of the City), However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law, The City represents that the advance refunding of a City of Miami Page 8 of 11 File 1d: 3121 (Revision: A) Printed on: 11/t412017 File ID: 3121 Enactment Number: portion of the Series 2009 Bonds serve essential public purposes and shalt provide a significant cost savings to the City. Section 11, Continuing Disclosure Covenants. The City shall undertake such "best practices" as provided in the Loan Agreement for continuing disclosures. Section 12. Security; Note Not General Indebtedness. The Note shall not be deemed to constitute general obligations or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note shall ever have the right. directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a ken upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Note shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 13. Sale of Note to Refund and to Redeem the outstanding Series 2009 Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and of not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attorney are hereby authorized to execute and deliver the Note in substantially the form set forth in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem and to refund on an advance basis a portion of the Series 2009 Bonds to be Refunded, as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note is being issued or as necessary in connection with the redemption and advance refunding of the Series 2009 Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution, or of the Note issued City of Miami Page 9 of 11 File ID: 3121 (Revision: A) Printed on: 1111412017 File ID: 3121 Enactment Number: hereunder, or regarding the defeasing and advance refunding of a portion of the Series 2009 Bonds. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer, the Finance Director, nor any other official executing the Note shall be liable personally on the Note or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or such respective members, officials, agents, representatives or employees thereof, or by reason of the redemption and advance refunding of the Series 2009 Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and advance refunding of the Series 2009 Bonds to be Refunded. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the advance refunding of a portion of the Series 2009 Bonds to be Refunded, and are authorized and empowered, collectively or individually, to take all action and steps and to execute the Note, all notices, instruments, agreements, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the negotiated sale of the Note to the Lender as Purchaser, and the advance refunding of a portion of the Series 2009 Bonds to be Refunded, that are necessary or desirable in connection with the sale, execution and delivery of the Note, the noticing, call for redemptions, redemptions, and the advance refunding of a portion of the Series 2009 Bonds to be Refunded, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Note or the Series 2009 Bonds, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees,, representatives, and agents, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent or Paying Agent(s) for the Series 2009 Bonds. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel and any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Note and the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded are hereby authorized to be paid from the proceeds of the Note and from any other City funds that have previously been designated by the City for payments of interest, principal, premium, if any, redemption costs, and any other administrative costs related to the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded. City of Miami Page 10 of 11 File ID: 3121 (Revision: A) Printed an: 11114/2017 File 1D: 3121 Enactment Number: Section 18. Repeal of inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 19. Further Authorizations regarding Use of All Remaining Proceeds and interest Thereon, If Any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement, and Payment of Outstanding Series 2009 Bonds. The City Manager and all other necessary City officials, employees, agents and representatives have previously been authorized pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds to undertake continuing compliance measures, and the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred and Six Dollars ($000.00)) for remaining proceeds, interest earnings, and project close-outs related thereto. The City Manager and all other necessary City officials, employees, agents and representatives are hereby further authorized to use all remaining proceeds and interest thereon, if any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 2009 Bonds upon the closing of the sale of the Note to the Lender, any and all outstanding amounts for principal and interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the understanding that ail outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to the -Series 2009 Bonds to be Refunded will cease to exist and the City's obligations thereunder only for the Series 2009 Bonds to be Refunded shall terminate upon the sale and the closing of the Note, the execution of the Escrow Deposit Agreement, and the related defeasance of the Series 2009 Bonds to be Refunded which are subject to advance refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the outstanding Series 2009 Bonds, the Authorizing Resolution, and the Continuing Disclosure Agreement for continuing compliance are hereby ratified, approved and confirmed.. Section 21, Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 11 of 11 Fife ID: 3121 (Revision: A) Printed on: 11/14/2017 This Summary of Terms and Conditions is not a commitment or an offer to lend and does not create any obligation on the part of the Bank. The Bank will not be deemed to extend any commitment to the Borrower unless and until a formal commitment letter is issued. This outline is only a brief description of the principal terms of the suggested loan and is intended for discussion purposes only_ CITY OF MIAMI, FLORIDA - REFUNDING OF SPECIAL OBLIGATION BONDS AS BANK LOANS SUMMARY OF TERMS AND CONDITIONS October 30, 2017 Borrower City of Miami, Florida (the `Borrower" or the "City") Bank PNC Bank, National Association (the "Bank") Amount Subject to credit approval and documentation, PNC proposes to provide a NBC! Tax -Exempt Bank Loan for up to $61,500,000 and to provide a Taxable Bank Loan for up to $7,500,000 (the "Loans' or 'Facilities" or "Notes") Purpose Collateral Amortization, Interest & Maturity The proceeds of the Loan will be used to provide funds for the Non - Bank Qualified ("NBQ") Tax -Exempt Bank loan in an amount not to exceed $61,500,000 to advance refund a portion of the City's outstanding Special Obligation Bonds, Series 2011A and a Taxable Bank loan in an amount not to exceed $7,500,000 to advance refund a portion of the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 and to pay the cost of issuance. This offering is for a private placement on the Bank's balance sheet (no CUSIP number), Covenant to Budget and Appropriate all legally available Non -Ad Valorem Revenues of the City. The principal of and interest on the Notes will be secured by and payable from Pledged Funds as defined in the Resolutions and as per Sections 10 of the Resolutions provided with the RFP, NBQ $61,500,000 Loan: Principal will be payable annually on each February 1 with the first payment due on February 1, 2018. Interest will be due semiannually on each February 1 and August 1 with the first payment on February 1, 2018. Interest day count method will be 30/360 for the fixed rate options and Act1360 for the floating rate option. Final Maturity will be February 1, 2031 (or a Put Date of City of Miami, Florida Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions Interest Rates February 1, 2028 for the Alternative Floating Rate Option) and the amortization will be as per or similar to what is listed in the RFP. Taxable $7,500,000 Loan: Principal will be payable annually on each December 1 with the first payment due on December 1, 2018. Interest will be due semiannually on each June 1 and December 1 with the first payment on December 1, 2018. Interest day count method will be 30/360. Final Maturity will be December 1, 2025 and the amortization will be as per or similar to what is listed in the RFP. Indicative NBQ Tax Exempt $61,500,000 Fixed Rate Option: This fixed rate is indicative as of 10.30.2017 and the final fixed rate will be set, based on the Banks COF, three (3) days prior to the funding date: Indicative NBQ Tax -Exempt Fixed Interest Rate (30/360r: Approximately 13 Year Term 2.890% *At the request of the Borrower and/or the Financial Advisor, the Bank will update this indicative fixed rate at any time. Alternatively, if the Borrower wishes to lock an indicative rate at any time, the rate will be updated by the Bank and a Rate Lock Letter, together with an approving Resolution, can be executed. Alternative NBQ Tax Exempt $61,500,000 Floating Rate Option (Act/360): 10-Year Term' (70% x 1 Month Libor) + 1,01 % *For a synthetically fixed rate option, please see Interest Rate Management below. Indicative Taxable $7,600,000 Fixed Rate Option: This fixed rate is indicative as of 10.30.2017 and the final fixed rate will be set, based on the Banks COF, three (3) days prior to the funding date: Indicative Taxable Fixed Interest Rate (30/360).: Approximately 7 Year Term 3.172% *At the request of the Borrower and/or the Financial Advisor, the Bank will update this indicative fixed rate at any time. Alternatively, if the Borrower wishes to lock an indicative rate at any time, the rate will be updated by the Bank and a Rate Lock Letter, together with an approving Resolution, can be executed. City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions Interest Rate Management The Borrower may, at its option,, enter into and maintain an interest rate protection agreement (the 'Hedge Agreement') which conforms to ISDA standards and has terrns and is with a counterparty satisfactory to the Bank, as shall result in effectively enabling the Borrower to protect itself against fluctuations in interest rates with respect to all or any tranche of the principal amount of the Facility. In the case where the Bank is the counterparty to the Hedge Agreement, all obligations of the Borrower to the Bank arising pursuant thereto shall be secured by the Collateral as defined above. In the case where the Bank is not the counterparty, such Hedge Agreement shall be unsecured. Any Hedge Agreement will be cross defaulted with the Facility. Default Rate Prepayment Fixing the debt with an interest rate hedge may present many advantages when compared to traditional fixed rate loans. Swaps allow the Borrower to fix a portion of the debt, while leaving the remaining debt variable. A swap may be terminated at any time, where the Borrower pays or receives a termination payment depending on the prevailing market rates at termination. The interest rate hedge may be terminated or amended while leaving the underlying debt in place. Interest rate hedges may also be used to hedge fora period longer than the underlying debt commitment period. A cancelable interest rate hedge may be used to mitigate credit renewal risk on such a longer dated interest rate hedge. PNC would like to introduce the concept of optionality. If so desired, a rate hedge could be structured that matches the final maturity of the debt while providing the Borrower the opportunity to cancel the contract at zero cost (based on predetermined dates), This structure provides additional flexibility to take advantage of any potential future decline in interest rates. It is common to structure options based on the credit commitment. Below is indicative pricing for the NBQ Facility based on terms above. Indications are exclusive of loan spread are of October 27, 2017 (rates subject to prevailing market conditions). Term Rate 10 Year 1.63% 2/1 /2031 1.65% 2/1 /2031 ` 1.68% cancelable at zero cost at February 1, 2028 Prime + 3.00% or maximum allowable by law, whichever is less. Prepayment on any business day within the guidelines of the Banks Standard Make Whole provisions or if elected, within the provisions of the swap documents. The Bank requires no less than 5 business days advance written notice of prepayment. Further, the Bank will require City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions the inverse chronological order of the maturities or amortization installments being prepaid. Non -Investment Grade Pricing (13-Year Bank Loan Only) Rating from two or more rating agencies (Moody's, S&P and Fitch) Pricing BBB/Baa2 or better Proposed pricing BBB-/Baa3 Proposedpricing plus 25bps Below BBB-/Baa3 Proposed pricing plus 50 bps Covenants Yield Protection Event of Taxability Margin Rate Factor Affirmative and negative covenants will be specified by the Bank for inclusion in the Agreement and as per the Resolutions provided. Anti- ❑ilution Test as defined in Section 3,10 of Resolution R-11-0228 and Section 9.01 of the Resolution with File Number 08-01459. For All Options Listed Above: If an event of taxability occurs due to action (or inaction) caused by the Borrower, the interest rate charged on the outstanding principal balance of the Loan shall, effective as of and after the date of the occurrence of such event of taxability, be increased to, calculated and recalculated at the taxable equivalent rate from the date of the determination of taxability. For the NBQ Tax Exempt $61,500,00 Fixed Rate Option Only: In the event a determination of taxability shall occur, in addition to the amounts required to be paid with respect to the Loan, the Issuer shall be obligated to pay to the Purchaser an amount equal to the positive difference, if any, between the amount of interest that would have been paid during the period of taxability if the Loan had borne interest at a taxable rate and the interest actually received by the Purchaser with respect to the Loan. For the NBQ Tax Exempt $61,500,00 Fixed Rate Option Only: In the event of a change in the Purchaser's corporate tax rate during any period where interest is accruing on a tax-exempt basis causes a reduction in the tax equivalent yield on the Loan, the interest payable on the Loan shall be increased to compensate for such change in the effective yield to a rate calculated by multiplying the interest rate on the Loan by the ratio equal to (1 minus A) divided (1 minus B), where A equals the Purchaser's corporate tax rate in effect as of the date of the corporate tax rate adjustment as announced by the IRS and B equals the Purchaser's corporate tax rate in effect on the date of the original issuance of the Loan. Expenses All expenses incurred by the Bank shall be paid by the Borrower. These include, but are not limited to, fees and expenses of legal City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions counsel (inside and outside) and any other expenses in connection with documenting, closing, monitoring or enforcing the Loans and shall be payable at closing or otherwise on demand. Payment by Borrower of expenses described above shall not be contingent upon the closing of the Loan. Legal fees will be for the account of the Borrower after documentation of the transaction has started, regardless of whether the transaction closes. The Bank would like to use Mr. Mike Williams from Akerman for review -only (i.e. no opinion) with fees no greater than $8,000 for the taxable loan and $10,000 for the tax exempt loan. If both loans are awarded to PNC, total bank counsel fees will be no greater than $15,000. Representations And Warranties The Borrower shall make representations and warranties standard for this type of transaction, in form and substance satisfactory to the Bank. Conditions Precedent Including, but not limited to, the following all of which shall be in form and substance satisfactory to the Bank: 1) All documentation relating to the Loan in form and substance satisfactory to the Bank. 2) Satisfactory review of other agreements relating to the Loan. 3) Evidence that Borrower is authorized to enter into this transaction. 4) No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Borrower. 5) No material threatened or pending litigation against the Borrower or additional material contingent obligations of the Borrower. 6) Delivery of opinions of counsel. 7) Payment of all legal fees. 8) Mathematical demonstration and certification of the Anti -Dilutions Tests prior to new issuances. 9) Opinions satisfactory to the Bank. Reporting Requirements Annual audited financial statements for the borrower within 210 days of the Borrower's fiscal year end. Budgets submitted to the Bank no later than the first day of each Fiscal Year and other items as may be reasonably requested by the Bank which are prepared by the Borrower. City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions Events of Default Events of Default standard and customary for Loans of this type, including but not limited to: Documentation 1) Payment default. 2) Breach of Representations or Warranties. 3) Violation of covenant(s). 4) Bankruptcy, insolvency, declaration of financial emergency. 5) Cross Default to other Special Obligation indebtedness or any condition which results in the acceleration of other indebtedness of the Borrower. 6) Loan documents unenforceable. 7) Adverse judgments. 8) Default under governing loan documents. Other Events of Default as appropriate, including the right to accelerate. Resolution and other loan documents in form and substance satisfactory to the Bank must be executed and delivered containing representations, warranties, covenants. indemnities, conditions to lending, events of default and other provisions as are appropriate in the Banks opinion and specified by the Bank. Governing Law State of Florida Consent to Florida Jurisdiction. Waiver of jury trial. indemnification Standard indemnification of the Bank by the Borrower will apply. Underwriting Should PNC be appointed the winner of this RFP, the Bank requires a minimum of 2 weeks for the formai underwriting process from the appointed date. Expiration This proposal expires November 28, 2017 and the Facility must close no later than this date unless otherwise extended by the Bank in writing. If applicable; Rate Lock Letter provisions will also apply, 2017 Refinancings Special Obligation (CB&A) Refunding Bonds, Series 2017A Refinancing 2009 Pension Obligation Bonds (Taxable) Special Obligation (CB&A) Refunding Bonds, Series 2017B - Refinancing 2011A Special Obligation Bonds (Tax-exempt) PFM Financial Advisors LLC 255 Alhambra Circle, Suite 404 Coral Gables, FL 33134 305-448-6992 pfm.com pfm op- ia• 'Z9 * IICIIF MTH * 41 II 11 f 0 R, Executive Summary PFM identified two refunding candidates: Non -Ad Valorem Refunding Revenue Bonds, Pension Series 2009 (Taxable), and Special Obligation Bonds, Series 2011A (Tax -Exempt) * The City sought proposals from lending institutions for these two discrete transactions. Four (4) proposals were received on October 30, 2017 • Issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bond, Taxable Pension Series 2017 • Proceeds in the approximate amount of $7.5 million will be used refund the callable portion of the Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 for net present value savings • Issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bond, Series 2017 • Proceeds in the approximate amount of $61.5 million will be used refund the callable portion of the Special Obligation Bonds, Series 2011A for net present value savings The financings wi!l be completed via a Direct Purchase of a Note by a "sophisticated investor" ▪ The direct placement structure offers specific benefits to the City: • Only sophisticated investor(s) will be eligible to buy the note; future transferability is also limited • Official Statement is not required • Credit ratings are not required • Reduced costs of issuance and administrative time Refinancing of 2011A Tax -Exempt Bonds • Refinancing the existing Special Obligation Bonds, Series 2011A (approximately $53MM) Lowest -cost proposal provided an indicative rate as of the date of the proposal of 2.36% • included onerous covenants such as cross -default and acceleration • Second lowest -cost proposal provided an indicative rate as of the date of the proposal of 2.46%, plus 0.36% to waive "tax gross up language" (recommended) • Alf -in rate of 2.82% as of the date of the proposal • DNT Asset Trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A., would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole" amount. Effectively negates the economics of a future refinancing • Results in estimated Net Present Value Savings of 10.04% or $5.32 million City of Miami Special Obligation Refunding 2017 Refunding JP Morgan Stats Tax Language Removed Language Indicative Rate Tax Adjustment* 2.46% 0,57% 2,46% 0.36% Final Rate 3.03% 2.82% 'Assumes the current 35% corporate tax rate decreases to 20% Date SAVINGS The City of Miami, Florida Proposed Refunding of Series 2011A Present Value Prior Refunding to 11/28/2017 Debt Service Debt Service Savings @ 2.8953698% 12/01/2018 3,018,342.50 2,553,157.50 465,185.00 453,372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563.00 437,818.29 12/01/2020 3,018,342.50 2,555,470,00 462,872.50 425,530.62 12/01/2021 3,018,342.50 2,554,455.50 463,887.00 414,226.70 12/01/2022. 7,002,386.25 6,535,772.00 466,614,25 405,293.09 12/01/2023 6,999,180.00 6,532,798.00 466,382,00 394,035.87 12/01/2024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12/01/2025 7,000,012.50 6,534,442.00 465,570.50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12/01/2028 7,003,900.00 6,538,843,50 465,056.50 343,799.86 12/01/2029 7,002,600,00 6,539,361.50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464,614.50 326,277,43 12/01/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338.75 75,584,154.50 6,501,184.25 5,318,761.59 3 Refinancing of 2009 Taxable Pension Bonds o- Refinancing the existing Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 (approximately $6.4MM) • Lowest -cost proposal provided an indicative rate as of the date of the proposal of 3.172% • PNC Financial Services would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole" amount. Effectively negates the economics of a future refinancing • Provision that if City falls below BBB- rating, proposed pricing would increase 50 basis points Although extremely unlikely, this represents the "worst case scenario" and thus is represented in the numbers shown here • Results in estimated Net Present Value Savings of 9.05% or $575,000 Date SAVfNGS The City of Muni. Florida Taxable Refunding of Series 2009 Present Value Prior Refirnding to 11/28/2017 Debt Service Debt Service Savings @ 2.8953698% 12/01/2017 235.286.25 235.286.25 235.229.89 12/01/2018 470.572.50 421.399.09 49.I73.41 49,117.84 12/01/2019 470.572.50 423.790.40 46.782.10 45.536.42 12/01/2020 970.572.50 923.098.80 47.473,70 44.918.15 12/01/2021 945,572.50 898.863.60 46.708.90 42.894.30 12/01/2022 929,872.50 884.628.40 45.244.10 40.338.56 12/01/2023 912.772.50 865.026.00 47.746.50 41.224.84 12/01/2024 894.272.50 845.240.00 49.032.50 41.026.85 12/01/2025 4,006,237.50 3,960,270.40 45.967.10 37,325.35 9.835.731.25 9.222.316.69 613.414.56 577,612,21 4 Timing for the Transaction For both issuances, rate will be locked after the City Commission meeting on November 16 CITY OF MIAMI, FLORIDA Special Obligation Revenue Refunding Bonds, Series 2017 Sim Mort Tue Wed Thu Fri sat 1 2 3 4 ; a g 10 11 12 13 14 t= 15 'I7 1S 19 20 21 22 23 24 2E 27. 27 2B 20 30 31 Sun Mon Tile Wed Thu Fri SM 1 2 3 4 n 7 8 9 10 11 12 17 14 1:. 1F 17 16 19 2�! 21 22 23 24 G` 2 7 28 2 i 1C, l Date Event Responsibility October 2 Distribute Distribution List / Timetable / Draft REP to Working Group FA October 11 Distribute Bank Loan RFP FA October 18 Distribute First Draft of Resolution, Loan Agreement BC October 24 Working Group Conference Cali (Document Comments) All October 30 Bank Loan RFP Bids Received City November 1 Seek Bids for Verification Agent EA November 2 City Attorney Submits Placeholder for Resolution City November 3 Distribute Second Draft Resolution, Loan Agreement BC November 8 Submit Resolution to Agenda Coordinator for City Commission City November 8 Finance Committee Approval City November 13 Distribute Closing Documents, Closing Memorandum BC, PA November 16 City Commission Meeting — Adopt Resolution, Award Note City November 17 Circulate Finalized Loan Agreement BC November 27 & 28 Pre -closing and Closing All 5 Preliminary Financing Estimates pfm Sources: SOURCES AND USES OF FUNDS The City of Miami. Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax hate Assumed) 2017 taxable (PNC) and 2017 tax exempt UP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Bond Proceeds: Par Amount 7,465,000.00 61,100,000.00 68,565,000.00 7,465,000.00 61,100,000.00 68,565,000.00 Uses: Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Refunding Escrow Deposits: Cash Deposit SLGS Purchases 235,28631 7,160,107.00 0.53 60,934,128.00 235,286.84 68,094,235.00 7,395,393.31 60-934,128.53 68,329,521.84 Delivery Date Expenses: Cost of Issuance 69,000.00 162,450.00 231,450.00 Other Uses of Funds: Additional Proceeds 606.69 3.421,47 4,028.16 7,465,000.00 61,100,000.00 68.565.000.00 Note: Preliminary numbers for discussion purposes only. Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 1 pfm Bond Component BOND SUMMARY STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date 11/28/20I7 Delivery Date l 1/28/2017 First Coupon 06/01,2018 Last Maturity 12/01/2025 Arbitrage Yield 2.895370% True Interest Cost (TIC) 3.671950% Net Interest Cost (NW) 3.672000% All -In TIC 3.837757% Average Coupon 3.672000% Average Life (years) 6.411 Duration of Issue (years) 5.710 Par Amount 7,465,000.00 Bond Proceeds 7,465,000.00 Total Interest 1,757,316.69 Net interest 1,757,316.69 Total Debt Service 9,222,316.69 Maximum Annual Debi Service 3,960,270.40 Average Annual Debt Service 1,151,590.01 Underwriters Fees (per S 1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of I bp Value Price Coupon Life change Bond Component 7,465,000.00 100.000 3.672% 6.411 4,182.80 7,465,000.00 6.411 4,182.80 Par Value Y Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense Other Amounts TIC 7,465,000.00 All -In Arbitrage TIC Yield 7,465,000.00 7,465,000.00 -69,000.00 Target Value 7,465,000.00 7,396,000.00 7,465,000.00 Target Date 11/28/2017 11/28/2017 11/28/2017 Yield 3„671950% 3.837757% 2.895370% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 2 pfm Bond Component BOND SUMMARY STATISTICS The City of Miami, Florida Proposed Refunding of Series 201 IA Dated bate 11/28/2017 Delivery Date 11/28/2017 First Coupon 02/01/2018 Last Maturity 02/0112031 Arbitrage Yield 2.895370% True Interest Cost (TIC) 2.820305% Net Interest Cost (NTC) 2.820000% All -In TIC 2.856731 % Average Coupon 2.820000% Average Life (years) 8.406 Duration of Issue (years) 7.415 Par Amount 61,100,000.00 Bond Proceeds 61,100,000.00 Total Interest I4,484.154.50 Net Interest 14,484,154.50 Total Debt Service 75,584,t54.50 Maximum Annual Debt Service 6,539,361.50 Average Annual Debt Service 5,736,937.72 Underwriter's Fees (per S1000) Average 'Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Value Price Coupon Life change Bond Component 61,100,000.00 100.000 2.820% 8.406 44.517,95 61,100,000.00 8.406 44.517.95 Par Value + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense - Other Amounts TIC 61,100,000.00 All -In Arbitrage TIC Yield 61,100,000.00 61,100,000.0(1 -162,450.00 Target Value 61,100,000.00 60,937,550.00 61,100,000.00 Target Date 11/28/2017 11/28/2017 11/28/2017 Yield 2.820305% 2.856731°/0 2.895370% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 3 Bond SUMMARY OF BONDS REFUNDED The City of Miami. Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Maturity Interest Par Call Ca11 Date Rate Amount Date Price Taxable Series 2009 Bonds: TERM23 12/01/2020 7.000% 500,000.00 12/01/2019 100_000 12/01/2021 7.000% 510.000.00 1210 U2019 100.000 12/01/2022 7.000% 530,000.00 12/01/2019 100.000 12/01/2023 7.000% 550.000.00 12/01/2019 100.000 TERM25 12/01/2024 7.550% 570,000.00 12/0112019 100.000 12/01/2025 7550% 3,725,000.00 12/01/2019 100.000 6,385,000.00 Special Obligation NAV Revenue Refunding Bonds, Series 2011A: SERIAL 02/01/2022 5.000% 2,215,000.00 02/01/2021 100.000 02101/2023 5.000% 4,290,000.00 02/01/2021 100.000 0210112024 5.200" 4,515,000.00 02/01/2021 100.000 02/01/2025 5.750% 4,770,000.00 02/01/2021 100.000 02/01/2026 5.750% 5,055,000.00 02/01/2021 100.000 02/01/2027 5.750% 5,355,000.00 02/01/2021 100.000 02/01/2028 6.000% 5.680.000.00 02/01/2021 100.000 02/01/2029 6.000% 6,030,000.00 02/01/2021 100.000 0210112030 6.000% 6,400,000.00 02/01/2021 100.000 0210112031 6.000% 6,795,000.00 0210112021 100.000 BOND 02/01/2022 4.875% 1,870,000.00 02/01/2021 100.000 52,975,000.00 59,360,000.00 Nov 8, 2017 9:05 am. Prepared by PFM Financial Advisors LLC Page 4 pfm SUMMARY OF REFUNDING RESULTS The City of Miami, Florida Series 20)7 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct, 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (IP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Dated Date 11/28/2017 11/28/2017 11/28/2017 Delivery Date 11/28/2017 11/28/2017 11/28/2017 Arbitrage Yield 2.895370% 2.895370% 2.895370% Escrow Yield 1.202984% 1.437774% 1.421031% Value of Negative Arbitrage 225,458.61 2,508,273.80 2,733,732.41 Pond Par Amount True interest Cost Net Interest Cost Average Coupon Average Life Par amount of refunded bonds Average coupon of refunded bonds Average life of reftmded bonds PV of prior debt Net PV Savings Percentage savings of refunded bonds Percentage savings of refunding bonds 7,465,000,00 61,100,000.00 68,565,000.00 3.671950% 2.820305% 2.895370% 3.672000% 2.820000% 2.892619% 3.672000% 2.820000% 2.892619% 6.411 8.406 8.189 6,385,000.00 52,975,000.00 59,360,000.00 7.429329% 5.806569% 5.959806% 6.787 9.145 8.891 8,376,770.90 66,084,602.90 74,461,373.80 578,218.90 5,322,183.06 5,900,401.96 9.055895% 10.046594% 9.940030% 7.745732% 8.710611% 8.605560% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5 pfm Date SAVINGS The City of Miami, Florida Taxable Refunding of Series 2009 Present Value Prior Refunding to 11/28/2017 Debt Service Debt Service Savings @ 2.8953698% 12/01/2017 235,286.25 235,286.25 235,229.89 12/0112018 470,572.50 421,399.09 49.173.41 49,117.84 12/01/2019 470,572.50 423,790.40 46.782.10 45,536.42 12/01/2020 970,572.50 923,098.80 47,473.70 44,918.15 12/01/2021 945,572.50 898,863.60 46.708.90 42.894.30 12/01/2022 929,872.50 884,628.40 45,244.10 40,338.56 12/01/2023 912,772.50 865,026.00 47,746.50 41,224.84 12/01/2024 894,272.50 845,240.00 49.032.50 41,026.85 12/01/2025 4,006,237.50 3,960,270.40 45,967.10 37.325.35 9,835,731.25 9,222,316.69 613,414.56 577,612.21 Savings Summary PV of savings from cash flow Plus: Refunding funds on hand 577,612.21 606.69 Net PV Savings 578,218.90 Nov 8.2017 9:05 am Prepared by PFM Financial Advisors LLC Page 6 0 pfm Date SAVINGS The City of Miami, Florida Proposed Refunding of Series 201 l A Present Value Prior Refunding to 11 /28/20 17 Debt Service Debt Service Savings [a`•, 2.8953698% 12/01/2018 3,018,342.50 2,553,157.50 465,185.00 453.372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563,00 437,818.29 12/01/2020 3,018,342.50 2,555,470.00 462,872,50 425,530.62 12/01/2021 3,018,342.50 2,554,455,50 463,887.00 414,226.70 12/01/2022 7,002,386.25 6,535,772.00 466.614.25 405,293,09 12/01/2023 6,999,180.00 6,532,798.00 466,3112,00 394,035.87 12/01/2024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12/01/2025 7,000,012.50 6,534,442.00 465_570,50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2027 7,003,256,25 6.538,602,00 464,654.25 352,565.07 12/01/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 12/01/2029 7,002,600.00 6,539,361_50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464.614.50 326,277.43 12/01/2031 6,998,850.00 6,535,874.50 462,975.50 317,0]3.39 82,085,338.75 75,584,154.50 6,501,184.25 5,318,761.59 Savings Sumniary PV of savings from cash flow Plus: Refunding funds on hand 5,3I 8,761.59 3,421.47 Net PV Savings 5,322,183.06 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 7 0 pfm Bond Component BOND PRICING The City of Miami, Florida Taxable Refunding of Series 2009 Maturity Date Amount Rate Yield Price Bond Component: 12/01/2018 145.000 3,672% 3.672% 100.000 12/01/2019 155,000 3.672% 3.672% 100.000 12/01/2020 660,000 3.672% 3.672% 100.000 12/01/2021 660,000 3.672% 3.672% 100.000 12/01/2022 670,000 3.672% 3.672% 100.000 12/01/2023 675,000 3.672% 3.672% 100.000 12/01/2024 680,000 3.672% 3,672% 100.000 12/01/2025 3,820,000 3.672% 3.672% 100,000 7,465.000 Dated Date 11/28/2017 Delivery Date 11/28/2017 First Coupon 06/01/2018 Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest 7,465,000.00 7,465. 000.00 100.000000% 7.46 5, 000.00 100.000000% Net Proceeds 7,465,000.00 Nov 8, 2017 9:05 am Prepared by ?FM Financial Advisors LLC Page 8 pfm Bond Component BOND PRICING The City of Miami, Florida Proposed Refunding of Series 2011A Maturity Date Amount Rate Yield Price Bond Component: 02/01/2018 1.410,000 2.820% 2.820% 100.000 02/01/2019 885,000 2.820% 2.820% 100.000 02/01/2020 910,000 2.820% 2.820% 100.000 02/01/2021 935,000 2.820% 2.820% 100.000 02/01/2022 5,000,000 2.820% 2.820% 100.000 02/01/2023 5,140,000 2.820% 2.820% 100.000 02/01/2024 5,290,000 2.820% 2.820% 100.000 02/01/2025 5,440,000 2.820% 2.820% 100.000 02/01/2026 5,600,000 2.820% 2.820% 100.000 02/01/2027 5,760,000 2.820% 2.820% 100.000 02/01/2028 5,925,000 2.820% 2.820% 100.000 02/01/2029 6,095,000 2.820% 2.820% 100.000 02/01/2030 6,265,000 2.820% 2.820% 100.000 02/01/2031 6,445,000 2.820% 2.820% 100.000 61,100.000 Dated Date 11/28/2017 Delivery Date 11/28/2017 First Coupon 02/01/2018 Par Amount 61,100,00[1.00 Original issue Discount Production Underwriter's Discount Purchasc Price Accrued Interest 61,100.000.00 100.000000% 61,100.000.00 100.000000% Net Proceeds 61,I00.000.00 Nov 8. 2017 9:05 am Prepared by ?FM Financial Advisors LLC Page 9 pfm BOND DEBT SERVICE The City of Miami, Florida Taxable Refunding of Series 2009 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2018 139,341.69 139,341.69 12/01/2018 145.000 3.672% 137,057.40 282,057.40 421,399.09 06/0112019 134,395.20 134.395.20 12/01/2019 155,000 3.672% 134,395.20 289,395.20 423,790.40 06/01/2020 131,549,44 131,549.40 12/01/2020 660.000 3.672% 131,549.40 791.549.40 923,098.80 06/01/2021 119,431.80 119,431.80 12/01/2021 660,000 3.672% 119,431.80 779,431,80 898,863.60 06/01/2022 107,314.20 107.314.20 12/01/2022 670,000 3.672% 107,314.20 777314.20 884.628.40 06/01/2023 95.013.00 95.013.00 12/01/2023 675,004 3.672% 95,013.00 770,013.00 865,026.00 06/01/2024 82,620.00 82,620.00 12/01/2024 680,000 3.672% 82.620.00 762,620.00 845,240.00 06/01/2025 70,I35.20 70,135.20 12/01/2025 3,820.000 3.672% 70.I35.20 3,890,135.20 3,960,270.40 7,465,000 1,757,3I6,69 9,222,316.69 9,222,316.69 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors 1.LC Page i0 Pfn BOND DEBT SERVICE The City of Miami, Florida Proposed Refunding of Series 2011A Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/01/2018 1,4I0,000 2.820% 301,528.50 1,711,528.50 08101/2018 841,629.00 841,629.00 12/01/2018 02/01/2019 885,000 2.820% 84I,629.00 1,726,629.00 08/01/2019 829,150.50 829.150.50 12/01/2019 02/01/2020 9I0,000 2.820% 829,150.50 1,739,150.50 08/01/2020 816,319.50 816,319.50 12/01/2020 02101/202] 935,000 2.820% 816,319,50 1,751,319.50 08101/2021 803,136.00 803,136.00 12/0112021 02/01/2022 5.000.000 2.820% 803,136.00 5,803,136.00 08/01/2022 732,636.00 732.636.00 12/01/2022 02/01/2023 5.140,000 2.820% 732,636.00 5,872,636.00 08/01/2023 660,I62.00 660,162.00 12/01/2023 02/01/2024 5,290,000 2.820% 660_16200 5,950,162.00 08/01/2024 585,573.00 585,573.00 12/01/2024 02/01/2025 5,440,000 2.820% 585,573.00 6,025,573,00 08/01/2025 508,869.00 508,869.00 12/01/2025 02/01/2026 5,600,000 2.820% 508,869.00 6,108,869.00 08/0112026 429.909.00 429,909.00 12/01/2026 02/01/2027 5,760,000 2.820% 429.909.00 6,189,909,00 08/01/2027 348,693_00 348,693.00 12/01/2027 02/01/2028 5.925,000 2.820% 348,693.00 6,273,693.00 08/01/2028 265,150.50 265,150.50 12/01/2028 02/01/2029 6,095,000 2.820% 265,150.50 6,360,150.50 08/01/2029 179,211.00 179,2 1 1.00 12/01/2029 02/01/2030 6,265,000 2.820% 179.211.00 6._444,211.00 08/01/2030 90.874.50 90,874.50 12101/2030 02/0312031 6,445,000 2.820% 90,874.50 6,535,874,50 12/01/2031 2,553,157.50 2,555,779.50 2,555,470.00 2,554,455.50 6,535,772.00 6,532,798.00 6,535,735.00 6,534,442.00 6,538,778.00 6,538,602.00 6,538,843.50 6,539_36I.50 6,535,085.50 6,535,874.50 61.100,000 14_484,154.50 75,584,154.50 75,584,I54.50 Nov 8, 2017 9:05 am Prepared by PFN1 Financial Advisors LLC ?age 11 0 pfm ESCROW REQUIREMENTS The City of Miami, Florida Taxable Refunding of Series 2009 Period Principal Ending Interest Redeemed Total 12/01/2017 235,286.25 235,286.25 06/01/2018 235.286.25 235,286.25 12/01/2018 235,286.25 235,286.25 06/01/2019 235,286.25 235,286.25 12/01/2019 235,286.25 6,385,000.00 6,620,286.25 1,176,431.25 6,385,000.00 7,561,431.25 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 12 pfm ESCROW REQUIREMENTS The City of Miami, Florida Proposed Refunding of Series 201 IA Period Principal Ending Interest Redeemed Total 02/01/2018 1,509,171.25 1,509,171.25 08/01/2018 1,509,171.25 1,509, 3 71.25 02/01/2019 1,509,171.25 1,509,17I.25 08/01/2019 1,509,171 25 1,509,171.25 02/0I/2020 1,509,171.25 1,509,171.25 08/01/2020 1,509,171.25 1,509,171.25 02/01/2021 1,509,171.25 52,975,000.00 54,484,171.25 10,564,198.75 52.975.000.00 63,539,198.75 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 13 pfm COST OF ISSIJANCE The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers indicative Rates as of Oct. 30 Worst Case Scenario (20°% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Financial Advisor Fee 25,000.00 45,825.00 70,825.00 Bond Counsel Fee 22,500.00 95,125.00 117,625.00 Bank Counsel Fee 10,000.00 10,000,00 20,000.00 Counsel Expenses (est.) 4,000.00 4,000.00 8,000.00 DAC Fee 2,500.00 2,500.00 5,000.00 Miscellaneous 5,000.00 5,000.00 10,000.00 69,000.00 162.450.00 231,450.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 14 pfm FORM 8038 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date Delivery Date 11/28/2017 11/28/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2018 145,000.00 3.672% 100,000 145,000.00 145.000.00 12/01/2019 155,000.00 3.672% 100.000 155,000.00 155,000.00 12101/2020 660,000.00 3.672% 100.000 660.000.00 660,000.00 12/0I/202] 660,000.00 3.672% 100.000 660.000.00 660,000.00 12/01/2022 670,000.00 3.672% 100.000 670,000.00 670.000.00 12/01/2023 675,000.00 3.672% 100.000 675.000.00 675,000.00 12/01/2024 680,000.00 3.672% 100.000 680,000.00 680.000.00 12/01/2025 3,820,000.00 3.672% 100.000 3,820,000.00 3,820,000.00 7,465,000.00 7,465,000.00 7,465,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2025 3.672% 3,820,000.00 3,820,000.00 Entire Issue 7,465,000.00 7,465,000.00 6.4109 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 69.000.00 0.00 0.00 0.00 7,395,393.31 0.0000 6.8160 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 15 pfm FORM 8038 STATISTICS The City of Miami, Florida 'Taxable Refunding of Series 2009 Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Taxable Series 2009 Bonds: TERM23 12/01/2020 500,000.00 7.000% 96.058 480.290.00 TERM23 12/01/2021 510,000.00 7.000% 96.058 489,895.80 TERM23 12/01/2022 530,000.00 7.000% 96.058 509.107.40 TERM23 12/01/2023 550,000.00 7.000% 96.058 528,319.00 TERM25 12/01/2024 570.000.00 7.550% 100.000 570,000.00 TERM25 12/01/2025 3.725.000.00 7.550% 100.000 3,725,000.00 6,385,000.00 6,302,612.20 Remaining Last Weighted Call Issue Average Date Date Maturity Taxable Series 2009 Bonds A11 Refunded Issues 12/01/2019 07/16/2009 6.8160 12/01/2019 6.8160 Nov 8, 2017 9:05 am Prepared by PFM Financial. Advisors LLC Page 16 pfm Bond Component FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Dated Date Delivery Date 11 /28/2017 11/28/2017 Redemption Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/01/2018 1,410,000.00 2.820% 100.000 1,410,000.00 1,410,000.00 02/01/2019 885,000.00 2.820% I00.000 885,000.00 885,000.00 02/01/2020 910,000.00 2.820% 100.000 910,000,00 910.000.00 02/01/2021 935,000.00 2.820% 100.000 935,000.00 935,000.00 02/01/2022 5,000,000.00 2.820% 100.000 5,000,000.00 5,000,000.00 02/01/2023 5,140,000.00 2.820% 100.000 5,140,000.00 5,140,000.00 02/01/2024 5,290,000,00 2.820% 100.000 5,290,000.00 5,290,000.00 02/01/2025 5,440,000,00 2.820% 100.000 5,440,000.00 5,440,000.00 02/01/2026 5,600,000,00 2.820% 100.000 5,600,000.00 5,600,000.00 02/01/2027 5,760,000.00 2.820% 100.000 5,760,000.00 5,760,000.00 02/01/2028 5,925,000.00 2.820% 100.000 5,925,000.00 5,925,000.00 02/01/2029 6,095,000.00 2.820% 100.000 6,095,000.00 6,095,000.00 02/01/2030 6,265,000.00 2.820% 100.000 6,265,000.00 6,265,000.00 02/01/2031 6,445,000.00 2.820% 100.000 6,445,000.00 6,445,000.00 61,100,000.00 61_100,000.00 61,100,000.00 Stated Weighted Maturity interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/01/2031 2.820% 6,445,000.00 6,445_000.00 Entire Issue 61,100,000.00 61,100,000.00 8.4063 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used For credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 162.450.00 0.00 0,00 0.00 60,934,128.53 0.0000 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 17 pfm Bond Component FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Refunded Bonds Date Principal Coupon Price Issue Price Special Obligation SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL SERIAL BOND NAV Revenue Refunding Bonds, Series 2011A: 02/01 /2022 02/01/2023 02/01/2024 02/01/2025 02/01/2026 02/0 1 /2027 02/01/2028 02/01/2029 02/0 1 /2030 02/01/2031 02/01/2022 2,215,000.00 4,290,000.00 4,515,000.00 4,770,000.00 5,055,000.00 5,355,000.00 5,680,000.00 6,030,000.00 6,400,000,00 6,795,000.00 1,870,000.00 5.000% 5.000% 5.200% 5.750% 5.750% 5.750% 6.000% 6.000% 6.000% 6.000% 4.875% 100.676 2,229,973.40 99.565 4,271,338.50 100.000 4,515,000.00 103.104 4,918,060.80 102.279 5,170,203.45 101.981 5.461,082,55 103.218 5.862.782.40 102.623 6,188,166.90 102.253 6,544,192.00 101.812 6,918,125.40 99.713 1,864,633.10 52,975,000.00 53,943,558.50 Last Call Date Issue Date Remaining Weighted Average Maturity Special Obligation NAV Revenue Refunding Bonds, Series 2011A A11 Refunded Issues 02/01/2021 07/21 /201 I 02/01/2021 9.1645 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 18 Response Summary Matrix City of Miami Special Obligation Refunding Refunding of Series 2011A (Tax -Exempt) and Series 2009 tTaxabie} Bank Loan RFP Summary - Capital One _- Jacqueline Bretz T: 866,617.2337 F: 866.617.2330 jaci.bretz@capitalone..com - JP Morgan Ralph I-iildevert 1450 Brickell Ave„ 33rd Floor Miami, FL 33131 T. 305.579. 9320 F: 305. 351. 8451 ralph.hildevert@jpmorgan.co m PNC Nick Ayotte Vice President, Public Finance 16740 San Carlos Boulevard Fort Myers, FL 33908 (p) 239-437-3736 (f) 239-433-0359 nicholas.ayotte@pnc.com _ Wells Fargo Stephen Lenehan 450 5 Australian Ave West Palm Beach, FL 33401 T: 561,650.2364 stephen.lenehan@welisfargo. com Contact Information Series to be Refunded Series 2011A (Tax-Exernpt) Series 2009 (Taxable) Series 2011A (Tax -Exempt) Series 2009 (Taxable) Series 2011A (Tax -Exempt) Series 2009 (Taxable) Series 2011A (Tax -Exempt) Series 2009 (Taxable) Interest Rate Fixed Rate: Series 2011A - 2,98%° Series 2009 - 4.26% Indicative Rate: Series 2011A - 2.46°Ia Series 2009 - 3.67% Indicative Rate: o Series 2011A - 2.89 /n Series 2009 - 3.172% Indicative Rate: 0 Series 2D 11 A - 2.3610 Series 2009 - 3.36% Rate Locked to Closing, or Date to be set Rates valid until November 30, 2017 Rates are based on October 30, 2017 and are subject to change daily unless a written rate lock agreement is executed between the bank and the City Rates are based on October 30, 2017 and are subject to change daily unless a written rate lock agreement is executed between the bank and the City Rates are based on October 27, 2017 and are subject to change daily. Bank will consider a rate lock agreement to be executed between the bank and the City Final Maturity Series 2011A - 2/1/31 Series 2009 -12/1 /25 Series 2011A - 2/1/31 Series 2009 - 12/1/25 Series 2011A - 211 /31 Series 2009 - 12/1/25 Series 2011A - 211131 Series 2009 - 12/1/25 Prepayment Penalty 2011A Prepayment alter 2/1/24 on any interest date 2009 -Prepayment after 12/1/21 on any payment date Prepayable with make -whole provision, or in 2022 for an additional 16 (TE) or 6 (Taxable) bps Make -whole prepayment Make -whole prepayment. Tax. exempt issuance can be callable in 2025 for 10 additional bps Bank Counsel Fee None $6,500 each, or $9,500 for both $8,000 Taxable, $10,000 TE, $15,000 both $30,000 Other Conditions Change in tax rate language •Change can remove for additional 36 bps in tax rate language Increased pricing if rating falls to Baa3 or below Change in tax rate language (capped at 35 bps) Cross default to other parity indebtedness Clawback language Amendment Fees Prepared by PFM Financial Advisors, LLC 11(112017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www. miamigov.com File Number: 3121 Final Action Date A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SEVEN MILLION FIVE }HUNDRED THOUSAND DOLLARS ($7,500,000.00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SPECIAL OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE. TAXABLE PENSION SERIES 2017 ("NOTE") AND THE COSTS OF ISSUANCE THEREOF; APPROVING THE SELECTION OF THE PRIVATE PLACEMENT PROPOSAL FROM PNC BANK, NATIONAL ASSOCIATION ("LENDER") AND PROVIDING FOR THE PRIVATE PLACEMENT WITH AND NEGOTIATED SALE OF SAID NOTE TO THE LENDER: SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND CONDITIONS OF A LOAN AGREEMENT AND THE NOTE. AND AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF A LOAN AGREEMENT, THE NOTE, AND ALL OTHER NECESSARY AGREEMENTS, DOCUMENTS, AND INSTRUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, BOND COUNSEL, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, AND ALL OTHER CITY OFFICIALS IN CONNECTION THEREWITH; FURTHER AUTHORIZING THE CITY MANAGER, CITY ATTORNEY, CHIEF FINANCIAL OFFICER, FINANCE DIRECTOR, FINANCIAL ADVISOR, BOND COUNSEL, BOND REGISTRARS, NOTE REGISTRAR, ESCROW AGENT, AND PAYING AGENTS AND ALL OTHER NECESSARY CITY OFFICIALS TO UNDERTAKE THE NECESSARY STEPS AND TO NEGOTIATE, EXECUTE. AND DELIVER ALL NECESSARY ESCROW DEPOSIT AGREEMENTS, NOTICES, DOCUMENTS, AND INSTRUMENTS IN CONNECTION WITH THE REDEMPTION OF SEX MILLION, THREE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($6.385,000,00) OF THE CITY'S OUTSTANDING PRINCIPAL AMOUNT OF THE CITY'S NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2009 (:'SERIES 2009 BONDS"): AUTHORIZING THE TRANSFER OF ALL REMAINING PROCEEDS AND INTEREST ON THE SERIES 2009 BONDS, IF ANY, FOR REDEMPTION IN ACCORDANCE WITH THE AUTHORIZING RESOLUTION (AS DEFINED BELOW) AND CONTINUING DISCLOSURE AGREEMENT (AS DEFINED BELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES 2009 BONDS; DELEGATION OF AUTHORITY TO THE CITY MANAGER TO SELECT AND APPOINT THE ESCROW AGENT AND THE VERIFICATION AGENT; RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL CONTROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING APPLICABLE EFFECTIVE DATES. City of Miami Page 1 of 11 Fite 1D: 3121 (Revision: A) Printed On: 1111412017 3\21- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number: WHEREAS, the City of Miami ("City") has currently outstanding Six Million, Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) of its previously issued Thirty -Seven Million, Four Hundred Thirty -Five Thousand Dollars ($37,435,000) of Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 ("Series 2009 Bonds"), issued July 16, 2009; and WHEREAS, in order to obtain interest savings in an estimated amount of One Million Two Hundred Forty Thousand Dollars ($1,240,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Series 2009 Bonds, if any, to redeem said Series 2009 Bonds in accordance with the related Resolution No. 08-0703, adopted December 11, 2008 ("Authorizing Resolution") and Continuing Disclosure Agreement, dated as of July 16, 2009 ("Continuing Disclosure Agreement"), and (b) to issue in a total aggregate principal amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) a Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 ("Note") to advance refund a portion of the Series 2009 Bonds currently in an outstanding principal amount of Six Million Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) (which will become subject to optional redemption as of December 1, 2019 and mature on December 1$! in the years 2023 and 2025) ("Series 2009 Bonds to be Refunded"); and WHEREAS, a total of Six Hundred Six Dollars ($606.00) is remaining from the proceeds and interest of the Series 2009 and in continuing compliance with the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds, the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred Six Dollars ($606.00) for debt service) for remaining proceeds, interest earnings, and project close- outs related thereto; and WHEREAS, the City's Financial Advisor. PFM Financial Advisors LLC ("Financial Advisor"), issued a Request for Proposals to banking and financial institutions for refinancings and refundings of the Series 2009 Bonds to be Refunded and received multiple proposals which were evaluated by the Financial Advisor for responses consistent with the City's needs; and WHEREAS, the proposals and recommendations by the Financial Advisor were reviewed and recommended by the City Administration to the City's Finance Committee, with the proposal dated October 30, 2017 ("Proposal", attached and incorporated) from the PNC Bank, National Association ("Lender") being recommended by the Finance Committee on November- 8, 2017, as the most responsive and responsible proposer, to privately purchase and to hold the Note not for resale with limited restricted assignability, to provide for the refunding of the Series 2009 Bonds to be Refunded, and to provide for costs of issuance of the Note; and WHEREAS, in accordance with Section 218.385(1), Florida Statutes, as amended, the City Manager has recommended and the City Commission desires to find, determine and declare as set forth below in Section 3, that a privately -placed negotiated sale of the Note to PNC Bank, National Association is in the best interests of the City due to the complexities of the market, the timings of the defeasance, advance refunding and redemption of the Series 2009 Bonds to be Refunded, and timing of the issuance of the Note; and WHEREAS, legally available non -ad valorem revenues are proposed to be pledged to repay the Note; and City of Miami Page 2 of 11 File ID: 3121 (Revision: A) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File (0: 3121 Enactment Number WHEREAS, it is in the best interest of the City to approve the issuance of the Note and the direct placement and negotiated sale of the Note to the Lender to provide for interest savings to the City without extending the original maturities of the payments, to authorize the basic parameters of the terms and conditions of a Loan Agreement between the City and the Lender, the Note, and certain agreements and documents in connection with the issuance therewith, to delegate to the City Manager the determination of certain other details of the Loan Agreement, the Note, and the Escrow Deposit Agreement for the redemption of the Series 2009 Bonds to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, the Financial Advisor, Escrow Agent, Bond Registrar and Paying Agent, and other necessary and appropriate City officials to undertake and to do all actions necessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Note, the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, and to accomplish the continuing compliance for the Series 2009 Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement; and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2009 Bonds, the Authorizing Resolution, and Continuing Disclosure Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MiAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapter 166, Florida Statutes as amended; Part VI1 of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; applicable City resolutions and other applicable provisions of law (collectively, the "Act"). Section 2. Definitions. All capitalized undefined terms shall have the meanings as set forth in this Resolution, the Proposal, and as defined in the Loan Agreement and the Note. In addition to the words and terms defined in the recitals to this Resolution, as used herein, the following terms shall have the following meanings herein, unless the context otherwise requires: "Bond Counsel" means Bryant Miller Olive P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Registrar" or "Note Registrar" means the Finance Director of the City. "City Code" means the Code of the City of Miami, Florida, as amended from time to time. "Escrow Agent" means the bank or financial institution selected and appointed as the escrow agent by the City Manager. "Escrow Deposit Agreement(s) means the Escrow Deposit Agreement(s) to be entered into between the City and the Escrow Agent providing for the advance refunding, defeasance, and redemption of the Series 2009 Bonds to be Refunded. "Financial Advisor" means PFM Financial Advisors, LLC. City of Miami Page 3 of 11 File ID: 3121 (Revision: A) Printed an: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number: "Fiscal Year" means the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 of the following calendar year. "Interest Rate" means Loan Agreement. % as the fixed rate of interest per annum as provided in the "Loan Agreement" means the loan agreement to be entered into between the City and PNC Bank, National Association, as the Lender and Purchaser, in accordance with the terms of this Resolution and the Proposal. "Maturity Date" means December 1, 2025. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein. "Note" means the not to exceed Seven Million, Five Hundred Thousand Dollars ($7,500,000.00) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 authorized pursuant to this Resolution. "Payment(s)" means all amounts payable by the City of principal, interest, and prepayment penalty, if any, on the Note, and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on December 1, commencing December 1, 2018: (b) that interest payments shall be paid semi-annually each December 1 and June 1, commencing June 1, 2018; and (d) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director of the City. "Purchaser" or "Lender" means PNC Bank, National Association, as direct placement purchaser and holder of the Note. "Pledged Funds" means collectively the amounts on deposit in the Note Fund and any other funds and accounts created pursuant to the Loan Agreement and therein pledged to secure the Note (with the exception of the Rebate Fund), including Pledged Revenues. "Pledged Revenues" means 1) Non Ad -Valorem Revenues deposited into the Note Fund established by this Resolution and the Loan Agreement and in accordance with requirements of the pledged revenue structures of the Authorizing Resolution for the previous Series 2009 Bonds, 2) to the extent necessary any other funds deposited into the Note Fund by the City pursuant to a covenant to budget and appropriate established by this Resolution and the Loan Agreement, and 3) income received from the investment of moneys deposited into the funds and accounts established by this Resolution and the Loan Agreement. "Proposal" means the attached and incorporated proposal dated October 30, 2017, from PNC Bank, National Association, as Lender and Purchaser, to the City. City of Miami Page 4 of 11 File ID: 3121 (Revision: A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Fife ID: 3121 Enactment Number: "Resoiution(s)" means this Resolution No. R-17- , adopted by the City Commission of the City of Miami, Florida on November 16, 2017, as amended and supplemented from time to time. "Series 2009 Bonds" means the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009. "Series 2009 Bonds to be Refunded" means the City's currently outstanding Series 2009 Bonds in the amount of Six Million, Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) maturing on December 1 in the years 2023 (a portion thereof) through 2025. "Verification Agent" means the qualified verification agent appointed by the City Manager. Section 3. Recitals and Findings. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it is hereby ascertained, determined and declared that: A, In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: (i) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respect to the Note; (iv) The Pledged Revenues consist of multiple revenue sources which require extensive planning and explanation to the market and which must continue in accordance with requirements of the pledged revenue structures of the Authorizing Resolution for the previous Series 2009 Bonds; (v) Market conditions are such that this type of credit would be well received by financial institutions; (vi) The vagaries of the current and near future municipal Note market demand that the City have the maximum time and flexibility in order to obtain the most favorable interest rates available; and (vii) The structure and timing of the related advance refunding and redemptions of a portion of the Series 2009 Bonds to be Refunded require extensive planning, B. It is in the best interests of the City, its citizens and taxpayers to issue the Note in order to realize debt service savings of an estimated One Million Two Hundred Forty Thousand Dollars ($1,240,000.00) (net present value) in interest payments on the Series 2009 Bonds without extending the time for such payments, C. The Note shall be payable from the Pledged Funds. City of Miami Page 5 of 11 File ID: 3121 (Revision: A) Printed on: 11/1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number: D. There are expected to be sufficient Pledged Funds to pay the interest and principal on the Note as the same become due and payable. E. The Pledged Funds are not now pledged or encumbered in any other matter. F. The Note shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the issuance of the Note, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is attached as an exhibit to the Loan Agreement and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall attach an exhibit providing the cumulative debt obligation and respective debt obligations from the Series 2009 Bonds and the Note and the previous obligations of the City that also contain a covenant to budget and appropriate legally available funds. H. In accordance with the recommendations of the City's Administration and the Finance Committee, the City Commission hereby approves the selection of the direct placement Proposal from PNC Bank, National Association for the private placement and negotiated sale of the Note to the Lender, the most responsive and responsible proposer, in order to receive a loan under the Loan Agreement in an amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) to advance refund the Series 2009 Bonds to be Refunded and to provide for costs of issuance of the Note. Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow Deposit Agreement, and All Other Necessary Documents, Agreements, and Instruments; Delegation of Authority for Selections and Appointments of Escrow Agent and Verification Agent. Subject and pursuant to the provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute and to deliver a Loan Agreement with the Lender, (ii) an obligation of the City to be known as the "Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017' is authorized to be issued, executed, and delivered in the aggregate principal amount of not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), and (iii) the City Manager, in consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is authorized to negotiate, to execute, and to deliver the Escrow Deposit Agreements and all other necessary documents, agreements, and instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Finance Director, and the Financial Advisor, is further authorized to negotiate, execute, and deliver any changes, modifications, supplements, or amendments to the Loan Agreement, the Note, the Escrow Deposit Agreements, and any and all other agreements, documents, and instruments as should be deemed necessary or desirable and to take such other actions as shall be necessary to implement the terms and conditions of the Loan Agreement, the Note, and City of Miami Page 6 of 11 File ID: 3121 (Revision: A) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number: the Escrow Deposit Agreements. The provisions of such documents, as so negotiated, executed, and delivered, are hereby incorporated into and made a part of this Resolution. The City Manager is delegated the authority (1) to select and appoint a bank or other financial institution to serve as the Escrow Agent, and (2) to select and appoint a qualified Verification Agent, both based upon proposals received and reviewed by the City's Financial Advisor in connection with the Escrow Deposit Agreement for the advance refunding of the Series 2009 Bonds to be Refunded. Section 6. Description of the Note. The Note shall be issued as one (1) fully registered Note in the principal amount not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), shall be dated as of the date of its delivery to the Lender as the Purchaser thereof and shall mature on the Maturity Date, subject to prior mandatory amortization payments as to be provided in the Note and the Loan Agreement. The Note shall be payable to the Lender and shall bear interest at the Interest Rate, calculated on the basis of a 301360 day year. Interest will be paid semi-annually each June 1 and December 1 with the first interest payment due on June 1, 2018. Principal will be paid annually on December 1 each year, with the first principal payment payable on December 1, 2018, The Maturity Date shall be December 1, 2025: provided, however, that the Note and the Loan Agreement shall also provide for prepayments. Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the Note shall bear interest at the Taxable Interest Rate from the date the tax status is ruled to have changed until paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no event shall the interest rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the Note shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note. The Note may be exchanged at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the Note shall not be transferred unless the new purchaser has received the prior written consent of the City and has previously executed and provided to the City a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser of the Note. The Note, if transferred, shall only be transferred in whole. Section 7. Execution of Note. The Note shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Note and attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Note, showing approval of the form and correctness thereof, and the City's Director of Risk Management shall sign the Note, showing approval as to the City's insurance requirements. The signatures of the City Manager, the City Clerk, and the City Attorney on the Note may be by facsimile. If any officer whose signature appears on the Note ceases to hold office before the delivery of the Note, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Note may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Note shall be the proper designated officers to sign such Note, although at the date of such Note or the date of delivery thereof such persons may not have been such officers. Any Note delivered shall be authenticated by the City of Miami Page 7 of 11 File iD: 3121 (Revision: A) Printed on: 11114/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Fire ID: 3121 Enactment Number: manual signature of the Finance Director, and the registered owner of any Note so authenticated shall be entitled to the benefits of this Resolution. Section 8. Note Mutilated, Destroyed, Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii) pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note shall be surrendered to and cancelled by the Note Registrar. The holder of the Note must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent. Any such duplicate Note shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Note so mutilated, destroyed, stolen or lost. Section 9. Form of Note. The Note shall be in substantially the form attached as Exhibit A to the Loan Agreement, with only such omissions, insertions and variations as may be necessary and desirable and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the issuance thereof. Section 10. Covenants of the City. To the extent permitted by and in accordance with applicable Iaw and budgetary processes, the City covenants and agrees to budget and appropriate in its annual budget, by amendment if necessary, from Non Ad -Valorem Revenues, lawfully available in each Fiscal Year, amounts sufficient to satisfy the Payments for such Fiscal Year due during such Fiscal Year as provided in the Loan Agreement and the Note. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other notes, bonds, and other debt instruments of the City). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the payment of the Payments, in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by applicable law placing on the City a positive duty to budget and appropriate, by amendment if necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable Iaw. The City represents that the advance refunding of a City of Miami Page 8 of 1 i File ID: 3121 (Revision: A) Printed on: 11/1412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number: portion of the Series 2009 Bonds serve essential public purposes and shall provide a significant cost savings to the City. Section 11. Continuing Disclosure Covenants. The City shall undertake such "best practices" as provided in the Loan Agreement for continuing disclosures. Section 12. Security; Note Not General Indebtedness. The Note shall not be deemed to constitute general obligations or a pledge of the faith and credit of the City, the State or any other political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided. No holder of the Note shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any real or personal property to pay the Note or the interest thereon, nor shall any holder of the Note be entitled to payment of such principal of and interest from any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and to the extent herein provided. The Note and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and to the extent provided herein. Until payment has been provided as herein permitted, the payment of the principal of and interest on the Note shall be secured forthwith equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon when due. Section 13. Sale of Note to Refund and to Redeem the outstanding Series 2009 Bonds to be Refunded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to the par amount thereof and of not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) and the City Manager, the City Clerk, Director of Risk Management, and the City Attorney are hereby authorized to execute and deliver the Note in substantially the form set forth in the Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pay costs of issuance of the Note and for the City to redeem and to refund on an advance basis a portion of the Series 2009 Bonds to be Refunded, as herein provided, without further authority from this body. The City Manager and the City Clerk are authorized to make any and all changes on the form of the Note which shall be necessary to conform the same to the commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note is being issued or as necessary in connection with the redemption and advance refunding of the Series 2009 Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution, or of the Note issued City of Miami Page 9 of 11 File ID: 3121 (Revision: 4) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number. hereunder, or regarding the defeasing and advance refunding of a portion of the Series 2009 Bonds. Section 16. Controlling Law; Members, Officials, Agents, Representatives and Employees of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, official, agent, representative or employee of the City in his or her individual capacity, and neither the members of the City Commission, the Mayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Financial Officer,, the Finance Director, nor any other official executing the Note shall be liable personally on the Note or this Resolution or shalt be subject to any personal liability or accountability by reason of the issuance or the execution by the City, or such respective members, officials, agents, representatives or employees thereof, or by reason of the redemption and advance refunding of the Series 2009 Bonds to be Refunded. Section 17. Further Authorizations regarding the issuance of the Note and the redemption and advance refunding of the Series 2009 Bonds to be Refunded. The City Manager and the City Clerk, the Chief Financial Officer, the Finance Director, the City Attorney, Bond Counsel, the City's Financial Advisor, and such other officers, employees, agents, and representatives of the City as may be designated by the Mayor, the City Commission, the City Attorney, and the City Manager, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent, or any of them, are each designated as respective applicable agents of the City, as necessary, in connection with the sale, issuance and delivery of the Note, the notices, calls for redemptions, redemptions, and the advance refunding of a portion of the Series 2009 Bonds to be Refunded, and are authorized and empowered, collectively or individually, to take all action and steps and to execute the Note, all notices, instruments, agreements, certificates, documents and contracts on behalf of the City, and as and if necessary, including the execution of documentation required in connection with the negotiated sale of the Note to the Lender as Purchaser, and the advance refunding of a portion of the Series 2009 Bonds to be Refunded, that are necessary or desirable in connection with the sale, execution and delivery of the Note, the noticing, call for redemptions, redemptions, and the advance refunding of a portion of the Series 2009 Bonds to be Refunded, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Note or the Series 2009 Bonds, heretofore taken by the City and/or by the City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Bond Registrar, Note Registrar, Trustee, Escrow Agent or Paying Agent(s) for the Series 2009 Bonds. Such officials, employees, agents and representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees,, or officials, including its Financial Advisor and Bond Counsel and any Bond Registrar, Note Registrar, Trustee, Escrow Agent, or Paying Agent for the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Note and the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded are hereby authorized to be paid from the proceeds of the Note and from any other City funds that have previously been designated by the City for payments of interest, principal, premium, if any, redemption costs, and any other administrative costs related to the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded. City of Miami Page 10 of 11 File ID: 3121 (Revision: A) Printed on: 1111412017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. File ID: 3121 Enactment Number: Section 18. Repeal of Inconsistent Resolutions. Alt resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 19. Further Authorizations regarding Use of All Remaining Proceeds and Interest Thereon, If Any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement, and Payment of Outstanding Series 2009 Bonds. The City Manager and all other necessary City officials, employees, agents and representatives have previously been authorized pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement for the Series 2009 Bonds to undertake continuing compliance measures, and the City has updated and corrected postings in the various computer systems and account codes (Fund 31000 — General Gov't Projects to Special Obligation Bonds Debt Service Fund in the amount of Six Hundred and Six Dollars ($606.00)) for remaining proceeds, interest earnings, and project close-outs related thereto. The City Manager and all other necessary City officials, employees, agents and representatives are hereby further authorized to use all remaining proceeds and interest thereon, if any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement to pay, as applicable, to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent for the Series 2009 Bonds upon the closing of the sale of the Note to the Lender, any and all outstanding amounts for principal and interest, and premium, if any, due and payable to the Bond Registrar, Note Registrar, Trustee, Escrow Agent, and Paying Agent under the existing requirements, with the understanding that all outstanding Authorizing Resolution, Escrow Agreement, Continuing Disclosure Agreement, and other agreements related only to the -Series 2009 Bonds to be Refunded will cease to exist and the City's obligations thereunder only for the Series 2009 Bonds to be Refunded shalt terminate upon the sale and the closing of the Note, the execution of the Escrow Deposit Agreement, and the related defeasance of the Series 2009 Bonds to be Refunded which are subject to advance refunding. Section 20. Ratifications, Approvals, and Confirmations. Certain necessary actions by the City Manager and the designated Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the outstanding Series 2009 Bonds, the Authorizing Resolution, and the Continuing Disclosure Agreement for continuing compliance are hereby ratified, approved and confirmed. Section 21. Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor.' APPROVED AS TO FORM AND CORRECTNESS: ' If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 11 of 11 File !D: 3121 (Revision: A) Printed on: 11/14/2017 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. This Summary of Terms and Conditions is not a commitment or an offer to lend and does not create any obligation an the part of the Bank. The Bank will not be deemed to extend any commitment to the Borrower unless and until a formal commitment letter is issued. This outline is only a brief description of the principal terms of the suggested loan and is intended for discussion purposes only. CITY OF MIAMI, FLORIDA - REFUNDING OF SPECIAL OBLIGATION BONDS AS BANK LOANS SUMMARY OF TERMS AND CONDITIONS October 30, 2017 Borrower City of Miami, Florida (the "Borrower' or the "City') Bank PNC Bank, National Association (the "Bank") Amount Subject to credit approval and documentation, PNC proposes to provide a NBQ Tax -Exempt Bank Loan for up to $61,500,000 and to provide a Taxable Bank Loan for up to $7,500,000 (the "Loans" or "Facilities" or "Notes") Purpose Collateral Amortization, Interest & Maturity The proceeds of the Loan will be used to provide funds for the Non - Bank Qualified ("NBQ") Tax -Exempt Bank loan in an amount not to exceed $61,500,000 to advance refund a portion of the City's outstanding Special Obligation Bonds, Series 2011 A and a Taxable Bank loan in an amount not to exceed $7,500,000 to advance refund a portion of the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 and to pay the cost of issuance. This offering is for a private placement on the Bank's balance sheet (no CUS1P number). Covenant to Budget and Appropriate all legally available Non -Ad Valorem Revenues of the City. The principal of and interest on the Notes will be secured by and payable from Pledged Funds as defined in the Resolutions and as per Sections 10 of the Resolutions provided with the RFP. NBQ $61,500,000 Loan: Principal will be payable annually on each February 1 with the first payment due on February 1, 2018. Interest will be due semiannually on each February 1 and August 1 with the first payment on February 1, 2018. Interest day count method will be 30/360 for the fixed rate options and Act1360 for the floating rate option. Final Maturity will be February 1, 2031 (or a Put Date of THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions Interest Rates February 1, 2028 for the Alternative Floating Rate Option) and the amortization will be as per or similar to what is listed in the RFP. Taxable $7,500,000 Loan: Principal will be payable annually on each December 1 with the first payment due on December 1, 2018. Interest will be due semiannually an each June 1 and December 1 with the first payment on December 1, 2018.. Interest day count method will be 30/360. Final Maturity will be December 1, 2025 and the amortization will be as per or similar to what is listed In the RFP. Indicative NBQ Tax Exempt $61,500,000 Fixed Rate Option: This fixed rate is indicative as of 10.30.2017 and the final fixed rate will be set, based on the Banks COF, three (3) days prior to the funding date: Indicative NBQ Tax -Exempt Fixed Interest Rate (30/360)*: Approximately 13 Year Term 2.890% *At the request of the Borrower and/or the Financial Advisor, the Bank will update this indicative fixed rate at any time. Alternatively, if the Borrower wishes to lock an indicative rate at any time, the rate will be updated by the Bank and a Rate Lock Letter, together with an approving Resolution, can be executed. Alternative NBQ Tax Exempt $61,500,000 Floating Rate Option (Act/360): 10-Year Term' (70% x 1 Month Libor) 4- 1.01% *For a synthetically fixed rate option, please see Interest Rate Management below. Indicative Taxable $7,500,000 Fixed Rate Option: This fixed rate is indicative as of 10.30.2017 and the final fixed rate will be set, based on the Banks COF, three (3) days prior to the funding date: Indicative Taxable Fixed Interest Rate (30/360)*: Approximately 7 Year Term 3.172% *At the request of the Borrower and/or the Financial Advisor, the Bank will update this indicative fixed rate at any time. Alternatively, if the Borrower wishes to lock an indicative rate at any time, the rate will be updated by the Bank and a Rate Lock Letter, together with an approving Resolution, can be executed. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions Interest Rate Management The Borrower may, at its option, enter into and maintain an interest rate protection agreement (the "Hedge Agreements) which conforms to ISDA standards and has terms and is with a counterparty satisfactory to the Bank, as shall result in effectively enabling the Borrower to protect itself against fluctuations in interest rates with respect to all or any tranche of the principal amount of the Facility. In the case where the Bank is the counterparty to the Hedge Agreement, all obligations of the Borrower to the Bank arising pursuant thereto shall be secured by the Collateral as defined above. In the case where the Bank is not the counterparty, such Hedge Agreement shall be unsecured. Any Hedge Agreement will be cross defaulted with the Facility_ Default Rate Prepayment Fixing the debt with an interest rate hedge may present many advantages when compared to traditional fixed rate loans. Swaps allow the Borrower to fix a portion of the debt, while leaving the remaining debt variable. A swap may be terminated at any time, where the Borrower pays or receives a termination payment depending on the prevailing market rates at termination. The interest rate hedge may be terminated or amended while leaving the underlying debt in place. Interest rate hedges may also be used to hedge for a period longer than the underlying debt commitment period. A cancelable interest rate hedge may be used to mitigate credit renewal risk on such a longer dated interest rate hedge. PNC would like to introduce the concept of optionality. if so desired, a rate hedge could be structured that matches the final maturity of the debt while providing the Borrower the opportunity to cancel the contract at zero cost (based on predetermined dates). This structure provides additional flexibility to take advantage of any potential future decline in interest rates. It is common to structure options based an the credit commitment. Below is indicative pricing for the NBQ Facility based on terms above. Indications are exclusive of loan spread are of October 27, 2017 (rates subject to prevailing market conditions). Term Rate 10 Year 1.63% 2/1/2031 1.65% 2/1/2031* 1.68% cancelable at zero cost at February 1, 2028 Prime + 3.00% or maximum allowable by law, whichever is less. Prepayment on any business day within the guidelines of the Bank's Standard Make Whole provisions or if elected, within the provisions of the swap documents. The Bank requires no less than 5 business days advance written notice of prepayment. Further, the Bank will require THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions the inverse chronological order of the maturities or amortization installrnents being prepaid. Non -investment Grade Pricing (13-Year Bank Loan Only) Rating from two or more rating agencies (Moody's, S&P and Fitch) Pricing BBB/Baa2 or better Proposed pricing BBB-IBaa3 Proposed pricing plus 25bps Below BBB-/Baa3 Proposed pricing plus 50 bps Covenants Yield Protection Event of Taxability Margin Rate Factor Affirmative and negative covenants will be specified by the Bank for inclusion in the Agreement and as per the Resolutions provided. Anti - Dilution Test as defined in Section 3.10 of Resolution R-11-0228 and Section 9.01 of the Resolution with He Number 08-01459. For All Options Listed Above: If an event of taxability occurs due to action (or inaction) caused by the Borrower, the interest rate charged on the outstanding principal balance of the Loan shall, effective as of and after the date of the occurrence of such event of taxability, be increased to, calculated and recalculated at the taxable equivalent rate from the date of the determination of taxability. For the NBQ Tax Exempt $61,500,00 Fixed Rate Option Only: In the event a determination of taxability shall occur, in addition to the amounts required to be paid with respect to the Loan, the Issuer shall be obligated to pay to the Purchaser an amount equal to the positive difference, if any, between the amount of interest that would have been paid during the period of taxability if the Loan had borne interest at a taxable rate and the interest actually received by the Purchaser with respect to the Loan. For the NBQ Tax Exempt $61,500,00 Fixed Rate Option Only: In the event of a change in the Purchaser's corporate tax rate during any period where interest is accruing on a tax-exempt basis causes a reduction in the tax equivalent yield en the Loan, the interest payable on the Loan shall be increased to compensate for such change in the effective yield to a rate calculated by multiplying the interest rate on the Loan by the ratio equal to (1 minus A) divided (1 minus B), where A equals the Purchaser's corporate tax rate in effect as of the date of the corporate tax rate adjustment as announced by the IRS and B equals the Purchaser's corporate tax rate in effect on the date of the original issuance of the Loan. Expenses All expenses incurred by the Bank shall be paid by the Borrower. These include, but are not limited to, fees and expenses of legal THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, iarida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions counsel (inside and outside) and any other expenses in connection with documenting, closing, monitoring or enforcing the Loans and shall be payable at closing or otherwise on demand. Payment by Borrower of expenses described above shall not be contingent upon the closing of the Loan. Legal fees will be for the account of the Borrower after documentation of the transaction has started, regardless of whether the transaction closes. The Bank would like to use Mr. Mike Williams from Akerman for review -only (i.e. no opinion) with fees no greater than $8,000 for the taxable loan and $10,000 for the tax exempt loan. If both loans are awarded to PNC, total bank counsel fees will be no greater than $15,000. Representations And Warranties The Borrower shall make representations and warranties standard for this type of transaction, in form and substance satisfactory to the Bank. Conditions Precedent Including, but not limited to, the following all of which shall be in form and substance satisfactory to the Bank: Reporting Requirements 1) All documentation relating to the Loan in form and substance satisfactory to the Bank. 2) Satisfactory review of other agreements relating to the Loan. 3) Evidence that 'Borrower is authorized to enter into this transaction. 4) No material adverse change in the condition, financial or otherwise, operations, properties, assets or prospects of the Borrower_ 5) No material threatened or pending litigation against the Borrower or additional material contingent obligations of the Borrower. 6) Delivery of opinions of counsel. 7) Payment of all legal fees, B) Mathematical demonstration and certification of the Anti -Dilutions Tests prior to new issuances. 9) Opinions satisfactory to the Bank. Annual audited financial statements for the borrower within 210 days of the Borrower's fiscal year end. Budgets submitted to the Bank no later than the first day of each Fiscal Year and other items as may be reasonably requested by the Bank which are prepared by the Borrower. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida — Refunding of Special Obligation Bonds as Bank Loans Summary of Terms and Conditions Events of Default Events of Default standard and customary for Loans of this type, including but not limited to: Documentation Governing Law lndemn ification Underwriting Expiration 1) Payment default. 2) Breach of Representations or Warranties. 3) Violation of covenant(s). 4) Bankruptcy, insolvency, declaration of financial emergency. 5) Cross Default to other Special Obligation indebtedness or any condition which results in the acceleration of other indebtedness of the Borrower. 6) Loan documents unenforceable. 7) Adverse judgments. 6) Default under governing loan documents, Other Events of Default as appropriate, including the right to accelerate. Resolution and other loan documents in form and substance satisfactory to the Bank must be executed and delivered containing representations, warranties, covenants, indemnities, conditions to lending, events of default and other provisions as are appropriate in the Bank's opinion and specified by the Bank. State of Florida. Consent to Florida Jurisdiction. Waiver of jury trial. Standard indemnification of the Bank by the Borrower will apply. Should PNC be appointed the winner of this RFP, the Bank requires a minimum of 2 weeks for the formal underwriting process from the appointed date. This proposal expires November 28, 2017 and the Facility must close no later than this date unless otherwise extended by the Bank in writing. If applicable, Rate Lock Letter provisions will also apply. 2017 Refinancings Special Obligation (CB&A) Refunding Bonds, Series 2017A ., Refinancing 2009 Pension Obligation Bonds (Taxable) Special Obligation (CB&A) Refunding Bonds, Series 20178 Refinancing 2011A Special Obligation Bondi (Tax-exempt) PFM Financial Advisors LLC 255 Alhambra Circle, Suite 404 Coral Gables, FL 33134 305-448-6992 pfm.com pfm 1N31Nf1000 SIHI 3O ON3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO Executive Summary PFM identified two refunding candidates: Non -Ad Valorem Refunding Revenue Bonds, Pension Series 2009 (Taxable), and Special Obligation Bonds, Series 2011 A (Tax -Exempt) • The City sought proposals from lending institutions for these two discrete transactions, Four (4) proposals were received on October 30, 2017 • issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bond, Taxable Pension Series 2017 • Proceeds in the approximate amount of $7.5 million will be used refund the callable portion of the Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 for net present value savings • Issuing a Special Obligation Non- Ad Valorem Revenue Refunding Bond, Series 2017 • Proceeds in the approximate amount of $61,5 million will be used refund the callable portion of the Special Obligation Bonds, Series 2011 A for net present value savings �+ The financings will be completed via a Direct Purchase of a Note by a "sophisticated investor" • The direct placement structure offers specific benefits to the City: • Only sophisticated investor(s) will be eligible to buy the note; future transferability is also limited • Official Statement is not required • Credit ratings are not required • Reduced costs of issuance and administrative time O PFM 1N3Wf3Oa SIHI 3O ON3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO 2 Refinancing of 2011A Tax -Exempt Bonds • Refinancing the existing Special Obligation Bonds, Series 2011A (approximately $53MM) • Lowest -cost proposal provided an indicative rate as of the date of the proposal of 2.36% • Included onerous covenants such as cross -default and acceleration • Second lowest -cost proposal provided an indicative rate as of the date of the proposal of 2.46%, plus 0.36% to waive "tax gross up language" (recommended) • All -in rate of 2.82% as of the date of the proposal • DNT Asset Trust, a wholly owned subsidiary of JPMorgan Chase Bank, N.A., would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole" amount. Effectively negates the economics of a future refinancing • Results in estimated Net Present Value Savings of 10.04% or $5.32 million ©PFM City of Miami Special Obligation Refunding 2017 Refunding JP Morgan Stats Indicative Rate Tax Adjustment* Final Rate Tax Language Removed Language 2.46% 2.46% 0.57% 0.36% 3.03% 2.82% *Assumes the current 35% corporate tax rate decreases to 20% Date SAVINGS The City of Mianii, Florida Proposed Refunding of Series 2011A 1N3Wf3O0 SIHI 3O ON3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO Present Value Prior Refunding to 11/28/2017 Debt Service Debt Service Savings ( 2.8953698% 12/0112018 3,018,342.50 2,553,157.50 465,185.00 453,372.53 12/01/2019 3,018,342.50 2,555,779.50 462.563.00 437,818.29 12/01/2020 3.018.342.50 2,555,470.00 462,872.50 425,530.62 12/01/2021 3,018,342.50 2,554,455.50 463,887.00 414.226.70 12/01/2022 7,002,366.25 6,535,772.00 466,614.25 405,293.09 12/01/2023 6,999,180.00 6.532,798,00 466,382.00 394,035.87 12/01/2024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12/01/2025 7,000,012.50 6,534,442.00 465,570.50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2027 7,003,256.25 6,538,602.00 464,654.25 352,565.07 12/01/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 12/01/2029 7,002,600.00 6,539,361.50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464,614.50 326,277.43 12/01/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338,75 75,584,154.50 6,501,184.25 5,318,761.59 3 Refinancing of 2009 Taxable Pension Bonds • Refinancing the existing Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 (approximately $6.4MM) • Lowest -cost proposal provided an indicative rate as of the date of the proposal of 3.172% • PNC Financial Services would act as the "Purchaser" • Optional prepayment at anytime at the "Make -Whole" amount. Effectively negates the economics of a future refinancing • Provision that if City falls below BBB- rating, proposed pricing would increase 50 basis points • Although extremely unlikely, this represents the "worst case scenario" and thus is represented in the numbers shown here • Results in estimated Net Present Value Savings of 9.05% or $575,000 7 PFM Date SAVINGS The City of Miami, Florida Taxable Refiuiding of Series 2009 rn Z O ✓ A— o Zv O =Dc (7)Drrn v0z O X _1 c-0in rn0D Z(1) zcn D� r=1 0c zo O co Z rn cnO rn rn z Present Value Prior Refunding to 11/28/2017 Debt Service Debt Service Savings ) 2,8953698% 12/01/2017 235,286.25 235,286.25 235.229.89 12/01/201S 470.572.50 421.399,09 49.173.41 49,117.84 12/01/2019 470,572.50 423.790.40 46.782.10 45,536.42 12/01/2020 970.572.50 923.098.80 47.473.70 44.918,15 12/01/2021 945,572.50 898.863.60 46.708.90 42.894,30 12/01/2022 929.872.50 884,628.40 45.244.10 40.338.56 12/01/2023 912.772.50 865.026.00 47.746.50 41,224.84 12/01/2024 894,272.50 845.240.00 49.032.50 41,026.85 12/01/2025 4.006.237.50 3,960,270.40 45.967.10 37,325.35 9.835.731.25 9.222.316.69 613,414.56 577.612.21 4 Timing for the Transaction • For both issuances, rate will be locked after the City Commission meeting on November 16 Date October 2 October 11 October 18 October 24 October 30 November 1 November 2 November 3 November 8 November 8 November 13 November 16 November 17 November 27 & CITY OF MIAMI, FLORIDA Special Obligation Revenue Refunding Bonds, Series 2017 1 Sun 13on Tue Wed Thu Fri Sat 1 2 _ 4 a {5 3 9 10 11 12 13 14 1: 13 17 1S 1? 20 21 22 23 23 4: 25 27 28 29 30 31 ` Sun Mon Tarr Wi'f Thu. Fri Sat 3 8 10 12 1n 1h 13 2n 14 21 15 2 27 30 17 24 15 Event Distribute Distribution List / Timetable f Draft RFP to Working Group Distribute Bank Loan RFP Distribute First Draft of Resolution, Loan Agreement Working Group Conference Call (Document Comments) Bank Loan RFP Bids Received Seek Bids for Verification Agent City Attorney Submits Placeholder for Resolution Distribute Second Draft Resolution, Loan Agreement Submit Resolution to Agenda Coordinator for City Commission Finance Committee Approval Distribute Closing Documents, Closing !Memorandum City Commission Meeting — Adopt Resolution, Award Note Circulate Finalized Loan Agreement 28 Pre -closing and Closing Responsibility FA FA BC All City FA City BC City City BC, FA City BC Ali 1N3Wf3Oa SIHI 3O 0N3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO 5 Preliminary Financing Estimates 1N3Wf3O0 SIHI 3O ON3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Sources: SOURCES AND USES OF FUNDS The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Bond Proceeds: Par Amount 7,465,000.00 61,100,000.00 68,565,000.00 7,465,000,00 61.100.000.00 68,565,000.00 Uses: Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Refunding Escrow Deposits: Cash Deposit SLGS Purchases Delivery Date Expenses: Cost of issuance Other Uses of Funds: Additional Proceeds 235,286.31 0.53 235,286.84 7,160,107.00 60,934,128.00 68,094,235.00 7,395,393.31 60,934,128.53 68,329,521.84 69,000.00 162,450.00 231,450.00 606.69 3.421.47 4,028.16 7,465,000.00 61,100,000.00 68.565.000.00 Note: Preliminary numbers for discussion purposes only. Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page ] pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component BOND SUMMARY STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date Delivery Date First Coupon Last Maturity Arbitrage Yield True Interest Cost (TIC) Net Interest Cost (NIC) Ali -In TIC Average Coupon Average Life (years) Duration of Issue (years) Par Amount Bond Proceeds Total Interest Net Interest Total Debt Service Maximum Annual Debt Service Average Annual Debt Service Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount 11/28/2017 11/28/2017 06/01/20I8 12/01/2025 2.895370% 3.671950% 3.672000% 3.837757% 3.672000% 6.41I 5.710 7,465,000.00 7,465,000,00 1,757,3I6.69 1,757,316.69 9,222,316.69 3,960,270.40 1,151,590.01 Bid Price 100.000000 Par Average Average PV of 1 bp Value Price Coupon Life change Bond Component 7,465,000.00 100.000 3.672% 6.411 4,182. 80 7,465,000.00 6.411 4,182.80 Par Value + Accrued Interest + Premium (Discount) -Underwriter's Discount - Cost of Issuance Expense - Other Amounts TIC Ali -In Arbitrage TIC Yield 7,465,000.00 7,465,000.00 7,465,000.00 -69,000.00 Target Value 7,465,000.00 7,396,000.00 7,465,000.00 Target Date 11/28/2017 11/28/2017 11/28/2017 Yield 3.671950% 3.837757% 2.895370% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 2 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component BOND SUMMARY STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011 A Dated Date Delivery Date First Coupon Last Maturity Arbitrage Yield True Interest Cost (TIC) Net Interest Cost (NIC) All -hi TIC Average Coupon Average Life (years) Duration of Issue (years) Par Amount Bond Proceeds Total Interest Net Interest Total Debt Service Maximum Annual Debi Service Average Annual Debt Service Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount 11/28/2017 11 /28/2017 02/01/2018 02/01/2031 2,895370% 2.820305% 2.820000% 2.856731 % 2.820000% 8.406 7.415 61,100,000.00 61,100,000.00 14,484,154.50 14,484,154,50 75,584, 1 54.50 6.539,361,50 5,736,937.72 Bid Price 100.000000 Par Average Average PV of 1 bp Value Price Coupon Life change Bond Component 61,100,000.00 100.000 2.820% 8.406 44.517.95 61,100,000.00 8.406 44,517.95 Par Value + Accrued Interest + Premium (Discount) - Undenvriler's Discount - Cost of Issuance Expense - Other Amounts TIC 61,100,000.00 All -In TIC Arbitrage Yield 61,100,000.00 61,100,000.011 -162,450.00 Target Value 61,100,000.00 60,937,550.00 61,I00,000.00 Target Date 11/28/2017 I t/28/2017 11/28/2017 Yield 2.820305% 2,856731% 2.895370% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 3 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond SUMMARY OF BONDS REFUNDED The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Maturity_ Interest Par Cali Call Date Rate Amount Date Price Taxable Series 2009 Bonds: TERM23 12/01/2020 7.000% 500,000.00 12/01/2019 100.000 12/01/2021 7.000% 510,000.00 12/01/2019 I00.000 12/01/2022 7.000% 530,000.00 12/01/2019 I00.000 12/01 /2023 7.000% 550,000.00 12/01/2019 100.000 TERM25 12/01 /2024 7.550% 570,000.00 12/01/2019 100.000 12/01 /2025 7.550% 3,725,000.00 12/01/2019 100.000 6,385,000.00 Special Obligation NAV Revenue Refunding Bonds, Series 20I1A: SERIAL 02/01/2022 5.000% 2,215,000.00 02/01/2021 100.000 02/012023 5.000% 4,290,000.00 02/01/2021 100.000 02/01/2024 5.200% 4,515,000.00 02/01/2021 100.000 02/01/2025 5.750% 4,770,000.00 02/01/2021 100.000 02/01/2026 5.750% 5,055,000.00 02/01/2021 100.000 02/01/2027 5.750% 5,355,000.00 02/01/2021 100.000 02/01/2028 6.000% 5,680,000.00 02/01/2021 100.000 02/01/2029 6.000% 6,030,000.00 02/01/2021 100.000 02/01/2030 6.000% 6,400,000.00 02/01/202I 100.000 02/01/203I 6.000% 6,795,000.00 02/01/2021 100.000 BOND 02/01/2022 4.875% 1,870,000.00 02/01/2021 100.000 52,975,000.00 59,360,000.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 4 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SUMMARY OF REFUNDING RESULTS The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct_ 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (1P Morgan) Dated Date Delivery Date Arbitrage Yield Escrow Yield Value of Negative Arbitrage Bond Par Amount True Interest Cost Net Interest Cost Average Coupon Average Life Par amount of refunded bonds Average coupon of refunded bonds Average life of refunded bonds PV of prior debt Net PV Savings Percentage savings of refunded bonds Percentage savings of refunding bonds Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total 11/28/2017 11/28/2017 11/28/2017 11/28/2017 11/28/2017 11/28/2017 2.895370% 2.895370% 2.895370% 1.202984% 1,437774% 1.421031% 225,458.61 2,508,273.80 2,733,732.41 7,465,000.00 61,100,000.00 68,565,000.00 3.671950% 2,820305% 2.895370% 3.672000% 2,820000% 2.892619% 3.672000% 2.820000% 2.892619% 6.411 8.406 8.189 6,385,000.00 52,975,000.00 59,360,000.00 7.429329% 5.806569% 5.939806% 6.787 9.145 8.891 8,376,770.90 66,084.602,90 74,461,373.80 578,218.90 5.322.183.06 5,900.401,96 9.0558.95% 10.046594% 9,940030% 7,745732% 8.710611% 8.605560% Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Date SAVINGS The City of Miami, Florida Taxable Refunding of Series 2009 Present Value Prior Refunding to 11/28/2017 Debt Service Debt Service Savings @ 2.8953698% 12/0I/2017 235,286.25 235,286.25 235,229.89 12/01/2018 470,572.50 421,399.09 49,173.41 49,117.84 12/01/2019 470,572.50 423,790.40 46,782.10 45,536,42 12/01/2020 970,572.50 923,098.80 47,473.70 44,918.15 12/01/2021 945,572.50 898,863.60 46,708.90 42,894.30 12/01/2022 929,872.50 884,628.40 45,244.10 40,338.56 12/01/2023 912,772.50 865,026.00 47,746.50 41,224.84 12/01/2024 894,272.50 845,240.00 49,032.50 41,026.85 12/01/2025 4,006,237.50 3,960,270.40 45,967.10 37,325.35 9,835,731.25 9,222,316.69 613,414.56 577,612.21 Savings Summary PV of savings from cash flow Plus: Refunding funds an hand 577,612.21 606.69 Net PV Savings 578,218.90 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 6 Date THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SAVINGS The City of Miami Florida Proposed Refunding of Series 2011A Present Value Prior Refunding to 11/2812017 Debt Service Debt Service Savings n� 2.8953698% 12/01/2018 3,018,342.50 2,553.I57.50 465,185.00 453.372.53 12/01/2019 3,018,342.50 2,555,779.50 462,563.00 437,818.29 12/01/2020 3,018,342.50 2,555,470.00 462,872.50 425,530.62 12101/2021 3,018,342.50 2,554,455_50 463,887.00 414,226.70 12/01/2022 7,002,386.25 6,535,772.00 466,614.25 405,293.09 12/01/2023 6,999,180.00 6.532.798.00 466382.00 394,035.87 12/01/2024 6,999,540.00 6,535,735.00 463,805.00 381,223.70 12101/2025 7,000,012.50 6,534,442.00 465,570.50 372,559.14 12/01/2026 7,002,543.75 6,538,778.00 463,765.75 361,323.97 12/01/2027 7,003,256.25 6,538,602.00 464,654.25 352.565.07 12/0I/2028 7,003,900.00 6,538,843.50 465,056.50 343,799.86 12/01/2029 7,002,600.00 6,539,361.50 463,238.50 333,721.94 12/01/2030 6,999,700.00 6,535,085.50 464.614.50 326.277.43 12/01/2031 6,998,850.00 6,535,874.50 462,975.50 317,013.39 82,085,338.75 75,584,154.50 6,501,184.25 5318,761.59 Savings Summary PV of savings from cash flow Plus: Refunding funds on hand 5,318,761.59 3,421.47 Net PV Savings 5,322,183.06 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 7 0 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bond Component BOND PRICING The City of Miami, Florida Taxable Refunding of Series 2009 Maturity Date Amount Rate Yield Price Bond Component: 12/01/2018 145,000 3.672% 3.672% 100,000 12/01/2019 155,000 3.672% 3.672% 100.000 12/01/2020 660,000 3.672% 3.672% 100.000 12/01/2021 660,000 3.672% 3_672% 100.000 I2/01/2022 670,000 3.672% 3.672% 100.000 12/01/2023 675,000 3.672% 3.672% 100.000 12/01/2024 680.000 3.672% 3.672% 100.000 12101/2025 3,820.000 3.672% 3.672% 100.000 7,465,000 Dated Date 11/28/2017 Delivery Date 11/28120I7 First Coupon 06/01/2018 Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest 7,465,000.00 7,465,000.00 190.000000% 7,465,000.00 100.000000% Net Proceeds 7,465.000,00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. p m Bond Component BOND PRICING The City of Miami_ Florida Proposed Refunding of Series 2011 A Maturity Date Amount Rate Yield Price Bond Component: 02/01/2018 1,410,000 2.820% 2.820% 100.000 02/0I/20I9 885,000 2.820% 2.820% 100.000 02/01 /2020 910,000 2.820% 2.820% 100.000 02/01/2021 935,000 2.820% 2.820% 100.000 02/01/2022 5,000,000 2.820% 2.820% 100,000 02/01/2023 5.140,000 2.820% 2.820% 100.000 02/01/2024 5,290,000 2.820% 2.820% 100.000 02/01/2025 5,440,000 2.820% 2.820% 100.000 02/01/2026 5,600,000 2.820% 2.820% 100.000 02/01/2027 5,760,000 2.820% 2.820% 100.000 02/01/2028 5,925,000 2.820% 2.820% 100.000 02/01/2029 6,095,000 2.820% 2.820% 100.000 02/01/2030 6,265,000 2.820% 2.820% 100.000 02/01/2031 6,445,000 2.820% 2.820% 100.000 61, I 00,000 Dated Date 11/28/2017 Delivery Date 11/28/2017 First Coupon 02/01/2018 Par Amount 61,100,000.00 Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest 61,100,000.00 100.000000% 61,100,000.00 100.000000% Net Proceeds 61,100,000.00 Nov 8,2017 9:05 am Prepared by PFM Financial Advisors LLC Page 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND DE13T SERVICE The City of Miami, Florida Taxable Refunding of Series 2009 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2018 139,341.69 139,341.69 12/01/2018 145,000 3.672% 337,057.40 282,057.40 42I,399.09 06/01/2019 134,395.20 134.395.20 12/01/2019 155,000 3.672% 134,395.20 289,395.20 423.790.40 06/01/2020 131,549.40 131,549.40 12/01/2020 660,000 3.672% 131,549.40 791,549.40 923,098.80 06/01/021 119,431.80 119,431.80 12/01/2021 660.000 3.672% 119,431.80 779,431.80 898,863.60 06/0112022 107,314.20 107,314.20 12/01/2022 670,000 3.672% 107,314.20 777,314.20 884,628.40 06/01/2023 95,013.00 95,033.00 12101/2023 675.000 3.672% 95,013.00 770.013.00 865,026.00 06/01/2024 82,620.00 82,620.00 12/01/2024 680.000 3.672% 82,620.00 762,620.00 845,240.00 0610112025 70.135.20 70,135.20 12/01/2025 3,820,000 3.672% 70.135.20 3,890,135.20 3.960.270.40 7,465,000 1,757,316.69 9,222,316.69 9,222,316.69 Nov 8, 2017 9:05 am Prepared by FFM Financial Advisors LLC Page 10 0 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND DEBT SERVICE The City of Miami, Florida Proposed Refunding of Series 2011 A Period Annual Ending Principal Coupon Interest Debt Service Debt Service 02/01/2018 1,410,000 2.8203 301,528.50 1,71 I,528.50 08/0112018 841,629.00 841,629.00 12/01/2018 02/010019 885,000 2.820% 841,629.00 1,726,629.00 08/01/2019 829,150.50 829.150.50 12/0112019 02/01/2020 910,000 2.820% 829,150.50 1,739,150.50 08/01/2020 816,319,50 816,319.50 12/01/2020 02/01/2021 935,000 2.820% 816,3 I9.50 1,751,319.50 08/01/2021 803,136.00 803,136.00 12/01/2021 02/01/2022 5,000,000 2_820% 803.136.00 5.803.136.00 08/01/2022 732,636.00 732,636.00 12/01/2022 02/01/2023 5,140,000 2.820% 732,636.00 5,872,636.00 08/01/2023 660,162.00 660,162.00 12/0112023 02/0112024 5,290,000 2.820% 660,162.00 5,950,162.00 08/01/2024 585,573.00 585,573.00 12/01/2024 02/01/2025 5,440,000 2.820% 585.573.00 6,025,573.00 08/0I/2025 508.869.00 508,869.00 12/01/2025 02/01/2026 5,600,000 2,820% 508,869.00 6,108,869.00 08/010026 42.9.909.00 429.909.00 12/01/2026 02/01/2027 5,760.000 2.820% 429,909.00 6,189,909.00 08/01/2027 348,693.00 348,693.00 12/01/2027 02/0112028 5,925,000 2.820% 348.693.00 6,273,693.00 08/01/2028 265.150.50 265,150.50 12/01/2028 02/01/2029 6,095,000 2.820% 265,150.50 6,360,150.50 08/01/2029 179,211.00 179,211.00 12/01/2029 02/01/2030 6.265,000 2.820% 179,211.00 6,444,211.00 08/01/2030 90,874.50 90,874.50 12/01/2030 02/01/2031 6,445,000 2.820% 90,874.50 6,535,874.50 12/01/2031 2,553.15 7.50 2,555,779.50 2,555,470.00 2,554_455.50 6,535,772.00 6,532,798.00 6,535,735.00 6,534,442.00 6,538,778.00 6,538,602.00 6.5 38.843.50 6,539,361.50 6,535,085.50 6,535,874.50 61,100,000 14,484,154.50 75,584,154.50 75.584354.50 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 11 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ESCROW REQUIREMENTS The City of Miami, Florida Taxable Refunding of Series 2009 Period Principal Ending Interest Redeemed Total 12/01/2017 235,286.25 235,286.25 06/01/2018 235,286.25 235,286.25 12/01/20I8 235,286.25 235,286.25 06/01/2019 235,286.25 235,286.25 I2/01/2019 235,286.25 6,385,000.00 6,620,286.25 1,176,431.25 6,385,000.00 7,561,431.25 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 12 Period THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ESCROW REQUIREMENTS The City of Miami, Florida Proposed Refunding of Series 2011 A Principal Ending Interest Redeemed Total 02/01/2018 1,509,171.25 1,509,171.25 08101120I8 1,509,171.25 1,509,171.25 02/0112019 1,509,171.25 1,509,171.25 08/01/2019 1,509,171.25 1,509,171.25 02/01/2020 1,509,171.25 1,509,17I.25 08/01/2020 1,509,171.25 1,509,171.25 02/01/2021 1,509,171.25 52,975,000.00 54,484,171.25 10,564,198.75 52,975,000.00 63,539,198.75 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 13 0 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. COST OF ISSUANCE The City of Miami, Florida Series 2017 Special Obligation Refunding Preliminary Numbers Indicative Rates as of Oct. 30 Worst Case Scenario (20% Tax Rate Assumed) 2017 taxable (PNC) and 2017 tax exempt (JP Morgan) Taxable Proposed Refunding of Refunding of Series 2009 Series 2011A Total Financial Advisor Fee 25,000.00 45,825.00 70.825.00 Bond Counsel Fee 22,500.00 95,125.00 117,625.00 Bank Counsel Fee 10,000.00 10,000.00 20,000.00 Counsel Expenses (est.) 4,000.00 4,000.00 8,000.00 DAC Fee 2,500.00 2,500.00 5.000.00 Miscellaneous 5,000.00 5,000.00 10,000.00 69,000.00 162.450.00 231.450.00 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 14 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Taxable Refunding of Series 2009 Dated Date 11/28/2017 Delivery Date 11/28/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12 /0 1 /2018 145, 000.00 3.672% 1 00.000 145,000.00 145,000.00 12/01/2019 155,000,00 3.672% 100.000 155,000.00 155,000.00 12/01/2020 660,000.00 3.672% 100.000 660.000.00 660,000.00 12/01/2021 660,000.00 3.672% 100.000 660,000.00 660,000.00 I2/01/2022 670,000.00 3.672% 100.000 670.000.00 670.000.00 12/01/2023 675,000.00 3.672% 100.000 675,000.00 675,000.00 12/01/2024 680.000.00 3.672% 100.000 680,000.00 680.000.00 12/01/2025 3,820,000.00 3.672% 100.000 3,820,000.00 3,820,000.00 7,465,000.00 7,465,000.0Q 7,465,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/0I/2025 3.672% 3,820,000.00 3,820,000.00 Entire Issue 7,465,000.00 7,465,000,00 6.4109 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 69.000.00 0.00 0.00 0.00 7,395,393.31 0.0000 6.8160 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami. Florida Taxable Refunding of Series 2009 Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Taxable Series 2009 Bonds: TERM23 12/01/2020 500,000.00 7.000% 96.058 480,290.00 TERM23 12/01/2021 510.000.00 7.000% 96.058 489,895.80 TERM23 12/01/2022 530,000.00 7.000% 96.058 509,107.40 TERM23 12/01/2023 550,000.00 7.000% 96.058 528.319.00 TERM25 12/01/2024 570,000.00 7.550% 100.000 570,000.00 TERM25 12/01/2025 3,725,000.00 7.550% 100.000 3,725,000.00 6,385,000.00 6,302,612.20 Remaining Last Weighted Call Issue Average Date Date Maturity Taxable Series 2009 Bonds All Refunded Issues 12/01/2019 07/16/2009 6.8160 1210112019 6.8160 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 16 0 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 2011A Dated Date Delivery Date 11/28/2017 11/28/2017 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/01/203 8 1,410,000.00 2.820% 100.000 1,410,000.00 1,410,000.00 02/01/2019 885,000.00 2.820% 100.000 885,000.00 885,000.00 02/01/2020 910,000.00 2.820% 100.000 910.000.00 910,000.00 02101/2021 935.000.00 2.820% 100.000 935,000.00 935,000.00 02/01/2022 5,000,000.00 2.820% 100.000 5,000,000.00 5,000,000.00 02/01/2023 5,140,000.00 2.820% 100.000 5,140,000.00 5, 140.000.00 02/01/2024 5,290,000.00 2.820% 100.000 5,290,000.00 5,290,000.00 02/01/2025 5,440,000.00 2.820% 100.000 5.440.000.00 5,440,000.00 02/01/2026 5,600,000.00 2.820% 100.000 5,600,000.00 5,600,000.00 02/01/2027 5,760,000.00 2.820% 100.000 5,760,000.00 5,760,000.00 02/01/2028 5,925,000.00 2.820% 100.000 5,925,000.00 5,925,000.00 02/01/2029 6,095,000.00 2.820% 100.000 6,095,000.00 6,095,000.00 02/01/2030 6,265,000.00 2.820% 100.000 6,265,000.00 6,265,000.00 02/01/203I 6,445,000.00 2.820% 100.000 6,445,000.00 6,445,000.00 61,100,000.00 61,100,000.00 6I,100,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/01/2031 2.820% 6,445,000.00 6,445,000,00 Entire Issue 61,100,000.00 61,100,000.00 8.4063 2.8954% Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded 0.00 162.450.00 0.00 0.00 0.00 60.934.128.53 0.0000 9.1645 Nov 8, 2017 9.05 am Prepared by PF'M Financial Advisors LLC Page 17 pfm THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FORM 8038 STATISTICS The City of Miami, Florida Proposed Refunding of Series 201 IA Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Special Obligation NAV Revenue Refunding Bonds, Series 2011A SERIAL 02/01/2022 2,215,000.00 5.000% 100.676 2,229,973.40 SERIAL 02/01/2023 4,290,000.00 5.000% 99.565 4,271,338.50 SERIAL 02/01/2024 4,515,000.00 5.200% 100.000 4,5I5,000.00 SERIAL 02/01/2025 4,770,000.00 5.750% 103.104 4,918,060.80 SERIAL 02/01/2026 5,055,000.00 5.750% 102.279 5,170,203.45 SERIAL 02/01/2027 5,355,000.00 5.750% 101.981 5,461,082.55 SERIAL 02/01/2028 5,680,000.00 6.000% 103.218 5,862,782.40 SERIAL 02/0I/2029 6,030,000.00 6.000% 102.623 6,188,166.90 SERIAL. 02/01/2030 6,400,000.00 6.000% 102.253 6,544,192.00 SERIAL 02/01/2031 6,795,000.00 6.000% 101.812 6,918,125.40 BOND 02/01/2022 1,870,000.00 4.875% 99.713 1,864,633.10 52,975,000.00 53,943,558.50 Remaining Last Weighted Call Issue Average Date Date Maturity Special Obligation NAV Revenue Refunding Bonds, Series 201 1A All Refunded Issues 02/01/2021 07/21/2011 9.1645 02/01/2021 9.1645 Nov 8, 2017 9:05 am Prepared by PFM Financial Advisors LLC Page 18 Response Summary Matrix 1N3Wf3O0 SIHI 3O 0N3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO City of Miami Special Obligation Refunding Refundinn of Series 2011A ITax-Exemntl and Series 2009 ITaxablef Bank Loan RFtP summary Contact Information Capital One _ _ _ _ _ Jacqueline Bretz T: 866,617.2337 F: 866.617,2330 jaci.bretz@capitalone..com _ _ , JP Morgan Ralph Hildevert 1450 Brickell Ave., 33rd Floor Miami, FL 33131 T: 305.579. 9320 F: 305. 351. 8451 ralph.hiPdevert@jpmorgan.co m PNC Nick Ayotte Vice President, Public Finance 16740 San Carlos Boulevard Fort Myers, FL 33908 (p) 239-437-3736 (f) 239-433-0359 nicholas.ayotte@pnc.com Wells Fargo Stephen Lenehan 450 S Australian Ave West Palm Beach, FL 33401 T: 561.650.2364 stephen.lenehan@wellsfargo, com Series to be Refunded Series 2011A (Tax -Exempt) Series 2009 (Taxable) Series 2011A (Tax -Exempt) Series 2009 (Taxable) Series 2011A (Tax -Exempt) Series 2009 (Taxable) Series 2011A (Tax -Exempt) Series 2009 (Taxable) Interest Rate Fixed Rate: Series 2011A - 2.98% Series 2009 - 4.25% Indicative Rate: Series 2011A - 2.46% Series 2009 - 3.67% Indicative Rate: Series 2011A - 2.89% Series 2009 - 3.172% Indicative Rate: Series 2011A - 2.36% Series 2009 - 3,36% Rate Locked to Closing, or Date to be set Rates valid until November 30, 2017 Rates are based on October 30, 2017 and are subject to change daily unless a written rate lock agreement is executed between the bank and the City Rates are based on October 30, 2017 and are subject to change daily unless a written rate lock agreement is executed between the bank and the City Rates are bases! on October 27, 2017 and are subject to change daily, Sank will consider a rate lock agreement to be executed between the bank and the City Final Maturity Series 2011A - 2/1/31 Series 2009 - 12/1125 Series 2011A - 2/1/31 Series 2009 - 12/1/25 Series 2011A - 2/1/31 Series 2009 - 12/1/25 Series 2011A - 2/1/31 Series 2009 - 12/1/25 Prepayment Penalty 2011A -Prepayment after 2!1l24 on any interest date 2009 -Prepayment after 12/1/21 on any payment date Prepayable with make -whole provision, or in 2022 for an additional 16 (TE) or 6 (Taxable) bps Make -whole prepayment Make -whole prepayment. Tax. exempt issuance can be callable in 2025 for 10 additional bps Bank Counsel Fee None $6,500 each, or $9,500 for both $8,000 Taxable, $10,000 TE, $15,000 both $30,000 Other Conditions Change in tax rate language .Change can remove for additional 36 bps in tax rate language Increased pricing if rating falls to Baa3 or below Change in tax rate language (capped at 35 bps) Cross default to other parity indebtedness Clawback language Amendment Fees Prepared by PFM Financial Advisors, LLC 11/1/2017 1N3Wf3O0 SIHI 3O ON3 ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THIS DOCUMENT IS A SUBSTITUTION TO SUBSTITUTED City of Miami Legislation Resolution File Number: 3121 City Hall 3500 Pan American Drive Miami, FL 33133 www,miamigov.corn Final Action D A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMEN PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED SEVEN MILLIO HUNDRED THOUSAND DOLLARS ($7,500,000,00) IN AGGREGATE PRINCIPAL AMOUNT OF A CITY OF MIAMI, FLORIDA ("CITY") SP OBLIGATION NON- AD VALOREM REVENUE REFUNDING NOTE PENSION SERIES 2017 ("NOTE") AND THE COSTS OF ISSUA APPROVING THE SELECTION OF THE PRIVATE PLACEMEN FROM ("LENDER") AND PROVIDING F PLACEMENT WITH AND NEGOTIATED SALE OF SAID N LENDER; SETTING CERTAIN BASIC PARAMETERS OF CONDITIONS OF A LOAN AGREEMENT AND THE NO THE NEGOTIATION, EXECUTION AND DELIVERY THE NOTE, AND ALL OTHER NECESSARY AGRE AND INSTRUMENTS IN CONNECTION THERE FINDINGS AND DETERMINATIONS; AUTHORI BY THE CITY MANAGER, THE CITY ATTOR FINANCIAL OFFICER, FINANCE DIRECTO OTHER CITY OFFICIALS IN CONNECTI AUTHORIZING THE CITY MANAGER OFFICER, FINANCE DIRECTOR, FIN BOND REGISTRARS, NOTE REGI AGENTS AND ALL OTHER NEC THE NECESSARY STEPS AND ALL NECESSARY ESCROW DOCUMENTS, AND INSTR. REDEMPTION SIX MILLI DOLLARS ($6,385,000 AMOUNT OF THE CI REVENUE REFUN 2009 BONDS"); A PROCEEDS AN REDEMPT10 DEFINED B DEFINED BONDS' NECE DEP C IAL AXABLE E THEREOF; PROPOSAL R THE PRIVATE E TO THE HE TERMS AND AND AUTHORIZING A LOAN AGREEMENT, ENTS, DOCUMENTS, TH: MAKING CERTAIN NG ALL REQUIRED ACTIONS Y, BOND COUNSEL, CHIEF FINANCIAL ADVISOR, AND ALL THEREWITH; FURTHER TY ATTORNEY, CHIEF FINANCIAL NCIAL ADVISOR, BOND COUNSEL, RARS, ESCROW AGENTS, AND PAYING SARY CITY OFFICIALS TO UNDERTAKE 0 NEGOTIATE, EXECUTE, AND DELIVER POSIT AGREEMENTS, NOTICES. ENTS IN CONNECTION WITH THE , THREE HUNDRED EIGHTY-FIVE THOUSAND ) OF THE CITY'S OUTSTANDING PRINCIPAL 'S SPECIAL OBLIGATION NON- AD VALOREM G BONDS, TAXABLE PENSION SERIES 2009 ("SERIES HORIZING THE TRANSFER OF ALL REMAINING INTEREST ON THE SERIES 2009 BONDS, IF ANY, FOR N ACCORDANCE WITH THE AUTHORIZING RESOLUTION (AS OW) AND CONTINUING DISCLOSURE AGREEMENT (AS ELOW) FOR CONTINUING COMPLIANCE FOR THE SERIES 2009 ATIFYING, APPROVING, AND CONFIRMING CERTAIN ARY ACTIONS BY THE CITY MANAGER AND DESIGNATED RTMENTS IN ORDER TO UPDATE THE RELEVANT FINANCIAL TROLS AND COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND ❑VIDING APPLICABLE EFFECTIVE DATES S}, FIVE WHEREAS, the City of Miami ("City") has currently outstanding Million, Hundred Dollars ($„000,00) of its previously issued $ Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Taxable Pension Series 2009 ("Series 2009 Bonds"), issued , 2009; and SUBSTITUTED WHEREAS, in order to obtain interest savings in an approximate amount of Million Dollars ($_00,000.00) (net present value), the City desires (a) to use all remaining proceeds and interest of the Series 2009 Bonds, if any, to redeem said Series 2009 Bonds in accordance with the related Resolution No. 08-0703, adopted December 11, 2008 ("Authorizing Resolution") and Continuing Disclosure Agreement, dated as of , 2009 ("Continuing Disclosure Agreement"), and (b) to issue in a total aggregate principal amount no to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) a Special Obligati No -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 ("Note") to advan refund a portion of the Series 2009 Bonds currently in an outstanding principal amount of .ix Million Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) (which will beco subject to optional redemption as of , 20_ and mature on December 151 in th. years 2020 through 2025) ("Series 2009 Bonds to be Refunded"); and WHEREAS, a total of Dollars ($ ) is re proceeds and interest of the Series 2009 and in continuing compliance with t Resolution and the Continuing Disclosure Agreement for the Series 2009 updated and corrected postings in the various computer systems and ac 31000 — General Gov't Projects to Fund _00- Series 2009 $ remaining proceeds, interest earnings, and project close-outs related ereto, and aining from the Authorizing rids, the City has unt codes (Fund ) for WHEREAS, the City's Financial Advisor, Public Financial anagement, Inc. ("Financial Advisor), issued a Request for Proposals to banking and finery al institutions for refinancings and refundings of the Series 2009 Bonds to be Refunded an. received multiple proposals which were evaluated by the Financial Advisor for responses con- stent with the City's needs, and WHEREAS, the proposals and recommendatio by the Financial Advisor were reviewed and recommended by the City Administrati+ to the City's Finance Committee, with the proposal dated , 2017 ("Proposal", - ached and incorporated) from the ("Lender") being recommended b, the Finance Committee on November 8, 2017, as the most responsive and responsible -- oposer, to privately purchase and to hold the Note not for resale with limited restricted ass nability, to provide for the refunding of the Series 2009 Bonds to be Refunded, and to provid for costs of issuance of the Note; and WHEREAS, in accordance with section 218.385(1), Florida Statutes, as amended, the City Manager has recommended an• e City Commission desires to find, determine and declare as set forth below in Sectio 3, that a privately -placed negotiated sale of the Note to is in the best interest •f the City due to the complexities of the market, the timings of the current and advance ref dings and redemptions of the Series 2009 Bonds to be Refunded, and timing of the i • uance of the Note; and WHEREAS, legal available non -ad valorem revenues are proposed to be pledged to repay the Note; and WHEREAS is in the best interest of the City to approve the issuance of the Note and the direct diadem nt and negotiated sale of the Note to the Lender to provide for interest savings to the ► ty without extending the original maturities of the payments, to authorize the basic paramrs of the terms and conditions of a Loan Agreement between the City and the Lender, th- ote, and certain agreements and documents in connection with the issuance therewit o delegate to the City Manager the determination of certain other details of the Loan Agree r -nt, the Note, and the Escrow Deposit Agreement for the redemption of the Series 2009 Bon. to be Refunded, and to authorize the City Manager, the City Attorney, Bond Counsel, the Ch. Financial Officer, the Finance Director, the Financial Advisor, Bond Registrars and Paying exits, and other necessary and appropriate City officials to undertake and to do all actions ecessary and in the best interests of the City in connection with the private placement sale, issuance and delivery of the Note, the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, and to accomplish the continuing compliance for the Series SUBSTITUTED 2009 Bonds pursuant to the Authorizing Resolution and the Continuing Disclosure Agreement. and WHEREAS, it is also in the best interest of the City to ratify, approve, and confirm certain necessary actions of the City Manager and designated City Departments in order to update the relevant financial controls, project close-outs, accounting entries, and computer systems in connection with ongoing compliance for the Series 2009 Bonds, and the Authorizing Resolut and Continuing Disclosure Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CIT MIAMI, FLORIDA: Section 1. Authority. This Resolution is adopted pursuant to the Co r titution of the State of Florida (the "State"); Chapter 166, Florida Statutes as amended; Part I of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Flo '.a; applicable City resolutions and other applicable provisions of law (collectively, the "Act") Section 2. Definitions. All capitalized undefined terms sha ave the meaning as set forth in this Resolution, the Proposal, and as defined in the Loan greement and the Note. In addition to the words and terms defined in the recitals to this Re • lution, as used herein, the following terms shall have the following meanings herein, unless e context otherwise requires: "Bond Counsel" means Bryant Miller Olive, Miami, or firm of attorneys of nationally recognized standing in m exemption of interest on obligations issued by states an admitted to practice law before the highest court of an FI• ida, or any other attorney at law ers pertaining to the federal tax olitical subdivisions, and duly tate of the United States of America, "Bond Registrar" or "Note Registrar" mean he Finance Director of the City. "City Code" means the Code of the Cit •f Miami, Florida, as amended from time to time. "Escrow Agent(s)" means "Escrow Deposit Agreement(s) eans the Escrow Deposit Agreement(s) to be entered into between the City and the Escro Agent providing for the advance refunding, defeasance, and redemption of the Series 2009 .onds to be Refunded. "Financial Advisor" me- s PFM Financial Advisors, LLC. "Fiscal Year" mean • the Fiscal Year of the City beginning on October 1 of each year and ending on September 30 •f the following calendar year, "Interest Rat means _% per annum. "Loan Ag -ement" means the loan agreement to be entered into between the City and as t Lender, in accordance with the terms of this Resolution and the Proposal. "M. rity Date" means 20_. on -Ad Valorem Revenues" means all revenues of the City derived from any source wha :sever, other than ad valorem taxation on real or personal property, which are legally avable to make the payments required herein. "Note" means the not to exceed Seven Million, Five Hundred Thousand Dollars ($7,500,000.00) City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017 authorized pursuant to this Resolution. SUBSTITUTED "Payment(s)" means all amounts payable by the City of principal, interest and prepayment penalty, if any, on the Note, and all other amounts payable by the City pursuant to the Loan Agreement. "Payment Dates" and "Payment Frequency" means (a) that principal payments shall be made annually on 1, commencing 1, 201_; (b) that no principal payments sha be made on 1, 201 and 1, 20_; (c) that interest payments shall be paid semi-annually each 1 and 1, commencing 1, 20_; and (d) that prepayments shall be made as set forth in the Loan Agreement. "Paying Agent" means the Finance Director of the City. "Purchaser" or "Lender" means as -private direct • acement purchaser and holder of the Note. "Pledged Funds" means collectively the amounts on deposit in t Note Fund and any other funds and accounts created pursuant to the Loan Agreement an• herein pledged to secure the NOTE (with the exception of the Rebate Fund), including !edged Revenues. "Pledged Revenues" means 1) legally available Non Ad- -lorem Revenues deposited into the Note Fund established by this Resolution and the Loa. Agreement and in accordance with requirements of the pledged revenue structures of the A thorizing Resolution for the previous Series 2009 Bonds, 2) to the extent necessary a funds deposited into the Note Fund by the City pursuant to a covenant to budget and appro ate established by this Resolution and the Loan Agreement, and 3) income received from the nvestment of moneys deposited into the funds and accounts established by this Resolution - d the Loan Agreement. "Proposal" means the attached and incorporated proposal dated . 201_, from , as Lender and Purchaser, t• e City. "Resolution(s)" means this Resolu '•n No, R-17- , adopted by the City Commission of the City of Miami, Florid. on , 2017, as amended and supplemented from time to time. "Series 2009 Bonds" mea - the City's outstanding Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Ta : •le Pension Series 2009. 'Series 2009 Bonds * be Refunded" means the City's currently outstanding Series 2009 Bonds in the amount of Si Million, Three Hundred Eighty -Five Thousand Dollars ($6,385,000.00) maturi _ on December 1 in the years 2020 through 2025, "Taxable Int- est Rate" means _% per annum should the Note become taxable and such taxable rate of int= est shall continue in effect as the date the tax status is ruled to have changed until th final Payment on the Note. "Ver cation Agent" means ction 3. Recitals and Findings. The recitals and findings contained in the Prea r .le of this Resolution are adopted by reference and incorporated as if fully set forth in this Sec on. Additionally, it is hereby ascertained, determined and declared that: A. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Note, that a negotiated sale of the Note is in the best interests of the City for the following reasons: SUBSTITUTED (1) The underlying security structure (credit) is one that is broadly understood by market participants and maintains a strong underlying credit rating; (ii) The structure and timing of the issuance of the Note require extensive planning, and it is not practical for the City, the Financial Advisor, and the Lender to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (iii) The short average life of the transaction lends itself to the competitive solicitation of financial institutions undertaken by the City with respec o the Note; (iv) The Pledged Revenues consist of multiple revenue sources whicrequire extensive planning and explanation to the market and which m t continue in accordance with requirements of the pledged rev ue structures of the Authorizing Resolution for the previous S es 2009 Bonds; (v) Market conditions are such that this type of credit woul►: be well received by financial institutions; (vi) The vagaries of the current and near future munici►.I Note market demand that the City have the maximum time a . flexibility in order to obtain the most favorable interest rates avails • and (vii) The structure and timing of the related adva e refunding and redemptions of a portion of the Series 200• Bonds to be Refunded require extensive planning, B. It is in the best interests of the City, its citize ' s and taxpayers to issue the Note in order to realize debt service savings of approximately Dollars ($,000.00) (net present value) in interest payments •n the Series 2009 Bonds without extending the time for such payments. C. The Note shall be payable from t Pledged Funds. D. There are expected to be suff Tent Pledged Funds to pay the interest and principal on the Note as the same become ue and payable. B. The Pledged Funds are of now pledged or encumbered in any other matter. F. The Note shall not r•nstitute a lien upon any properties owned by or situated within the City, except as provid:: herein with respect to the Pledged Funds, in the manner and to the extent provided herein. G. Prior to the suance of the Note, the City shall receive from the Purchaser a Purchaser's Certificate, e form of which is attached as an exhibit to the Loan Agreement and the Disclosure Letter • ntaining the information required by Section 218.385, Florida Statutes, a form of which will be attached as an exhibit to the Loan Agreement. The Loan Agreement shall attach an exhibit p •viding the cumulative debt obligation and respective debt obligations from the Series 2009 onds and the Note and the previous obligations of the City that also contain a covenant to b get and appropriate legally available funds. H. accordance with the recommendations of the City`s Administration and the Finance Commit e, the City Commission hereby approves the selection of the direct placement Propo 1 from for the private placement and negotiated sale of the Note to the most responsive and responsible proposer, in order to receive a loan under th- Loan Agreement in an amount not to exceed Million Dollars ($_,000,000.00) to dvance refund the Series 2009 Bonds to be Refunded and to provide for costs of issuance of the Note. SUBSTITUTED Section 4. This Resolution to Constitute Contract. In consideration of the acceptance of the Note authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution and the Loan Agreement shall be deemed to be and shall constitute a contract between the City and the Lender. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of th Lender and the Note, except as expressly provided herein and in the Loan Agreement. Section 5. Authorization of the Loan Agreement, the Note, the Escrow D- 4vsit Agreements, and All Other Necessary Documents, Agreements, and Instruments• Appointments of Escrow Agent and Verification Agent. Subject and pursuant to t provisions hereof and in anticipation of the sale and delivery of the Note, (i) the City consultation with the City Attorney, Bond Counsel, the Chief Financial Officer, the Director, and the Financial Advisor, is authorized to negotiate, to execute and t Agreement with the Lender, (ii) an obligation of the City to be known as the " Non -Ad Valorem Revenue Refunding Note, Taxable Pension Series 2017" issued, executed, and delivered in the aggregate principal amount of not Million Five Hundred Thousand Dollars and No Cents ($7,500,000.00), Manager, in consultation with the City Attorney, Bond Counsel, the C Finance Director, and the Financial Advisor, is authorized to negoti deliver the Escrow Deposit Agreements and all other necessary d instruments. The City Manager, after consultation with the City Chief Financial Officer, the Finance Director, and the Financi negotiate, execute, and deliver any changes, modifications, Loan Agreement, the Note, the Escrow Deposit Agreeme documents, and instruments as should be deemed nec other actions as shall be necessary to implement the Agreement, the Note, and the Escrow Deposit Agre as so negotiated, executed, and delivered, are he Resolution. anager, in finance deliver a Loan ecial Obligation s authorized to be exceed Seven d (iii) the City of Financial Officer, the to execute, and to currents, agreements, and torney, Bond Counsel, the Advisor, is further authorized to upplements, or amendments to the s, and any and all other agreements, ary or desirable and to take such rms and conditions of the Loan ents. The provisions of such documents, by incorporated into and made a part of this is hereby appal ed the Escrow Agent under the Escrow Deposit Agreement. is hereby Escrow Deposit Agreement for the Refunded. pointed as the Verification Agent in connection with the vance refunding of the Series 2009 Bonds to be Section 6. Descrip on of the Note. The Note shall be issued as one (1) fully registered Note in the princi•.l amount not to exceed Seven Million Five Hundred Thousand Dollars and No Cents ($7, 40,000.00), shall be dated as of the date of its delivery to the Lender as the Purchaser thereof . nd shall mature on the Maturity Date, subject to prior mandatory amortization payment s to be provided in the Note and the Loan Agreement. The Note shall be payable to the Le ' der, and shall bear interest at the Interest Rate, calculated on the basis of a 30/360 day yearnterest will be paid semi-annually each 1 and 1 with the first interest paymen : ue on 1, 201_. Principal will be paid annually on 1 each year, with the first pr cipal payment payable on 1, 201_. No principal payments shall be made on 1, 201_ nor on 1, 20_. The Maturity Date shall be 1, 20_, prov ed, however, that the Note and the Loan Agreement shall also provide for prepaym- ts. Upon the occurrence of an event of taxability, any due but unpaid principal and interes •n the Note shall bear interest at the Taxable Interest Rate from the date the tax status is rul- • to have changed until paid and collected. Anything herein or in the Note to the contrary no ithstanding, in no event shall the interest rate borne by the Note exceed the maximum i erest rate permitted to be paid by the City under applicable law. On the date of the issuance of the Note, the City shall receive an amount equal to the par amount of the Note from the Lender as the purchase price of the Note. The Note shall be SUBSTITUTED payable in any coin or currency of the United States of America which on the respective dates of payment of principal and interest thereof is legal tender for the payment of public and private debts. The principal and interest on the NOTE shall be payable upon presentation and surrender at the principal office of the Paying Agent to the registered owner of the Note The Note may be exchanged at the office of the Note Registrar for a like aggregate principal amount of Note of the same series and maturity. Notwithstanding the foregoing or y provision of this Resolution to the contrary, the Note shall not be transferred unless the ne purchaser has received the prior written consent of the City and has previously execute ■ =nd provided to the City a "sophisticated investor letter" in substantially the same form and substance as the "sophisticated investor letter" executed by the original Purchaser o ` e Note. The Note, if transferred, shall only be transferred in whole, Section 7. Execution of Note. The Note shall be executed in the me of the City by the City Manager and the seal of the City shall be imprinted, reproduced • lithographed on the Note and attested to and countersigned by the City Clerk, In addition, e City Attorney shall sign the Note, showing approval of the form and correctness thereof, an• he City's Director of Risk Management shall sign the Note, showing approval as to the City' insurance requirements. The signatures of the City Manager, the City Clerk, anthe City Attorney on the Note may be by facsimile. If any officer whose signature appears • the Note ceases to hold office before the delivery of the Note, his or her signature shall n; ertheless be valid and sufficient for all purposes. In addition, any Note may bear the +nature of, or may be signed by, such persons as at the actual time of execution of such Note , all be the proper designated officers to sign such Note, although at the date of such Not or the date of delivery thereof such persons may not have been such officers. Any Note deliv red shall be authenticated by the manual signature of the Finance Director, and the regi red owner of any Note so authenticated shall be entitled to the benefits of this -solution. Section 8. Note Mutilated, Destroye Stolen or Lost. If the Note is mutilated, destroyed, stolen or lost, the City or its agent y, in its discretion (i) deliver a duplicate replacement Note, or (il) pay a Note that has atured or is about to mature or has been called for redemption. A mutilated Note shall be ' rrendered to and cancelled by the Note Registrar. The holder of the Note must furnish the y or its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory in mnity; comply with any reasonable conditions the City or its agent may prescribe; and pay t - reasonable expenses of the City or its agent. Any such duplicate Note all constitute an original contractual obligation on the part of the City whether or not the des . yed, stolen or lost Note be at any time found by anyone, and such duplicate Note shall be : titled to equal and proportionate benefits and rights as to lien on, and source of payment of a ' d security for payment from, the funds pledged to the payment of the Note so mutilated, de- royed, stolen or lost. Section 9. orm of Note. The Note shall be in substantially the form attached as Exhibit A to the Loa, Agreement, with only such omissions, insertions and variations as may be necessary and de.irable and permitted by this Resolution or by any subsequent ordinance or resolution adop d prior to the issuance thereof. Sec •n 10. Covenants of the City. To the extent permitted by and in accordance with appli •: ble law and budgetary processes, the City covenants and agrees to budget and appropr. to in its annual budget, by amendment if necessary, from Non Ad -Valorem Revenues, lawful = available in each Fiscal Year, amounts sufficient to satisfy the Annual Debt Service Reement for such Fiscal Year due during such Fiscal Year as provided in the Loan A eement and the Note. Such covenants and agreements on the part of the City to budget and appropriate such legally available amounts as stated above shall be cumulative to the extent not paid, and shall SUBSTITUTED continue until such legally available funds in amounts sufficient to make all such required Payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenants of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the City fro pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy an collect any particular Non -Ad Valorem Revenues, nor does it give the Lender a prior clai on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. ch covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all resp> is to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues he--tofore or hereinafter entered into (including the payment of debt service on other notes, bo ds, and other debt instruments of the City). However, the covenant to budget and appropriat= in its general annual budget for the purposes and in the manner stated herein shall have t effect of making available for the payment of the Payments, in the manner described herein on -Ad Valorem Revenues and to the extent permitted by applicable law placing on the Ci a positive duty to budget and appropriate, by amendment if necessary, amounts sufficie o meet its obligations hereunder; subject, however, to the payment of services and progra . which are for essential public purposes affecting the health, welfare and safety of the inha• ants of the City or which are legally mandated by applicable law. The City represents that e current refunding of a portion of the Series 2009 Bonds and the advance refunding of : portion of the Series 2009 Bonds serve essential public purposes and shall provide a siificant cost savings to the City. Section 11. Continuing Disclosure Covenan to come: Section 12. Security; Note Not General deemed to constitute general obligations or a pled or any other political subdivision thereof within th charter provision or limitation, but shall be pay pledge of the Pledged Funds, in the manner Note shall ever have the right, directly or in valorem taxing power of the City, the Sta taxation in any form on any real or pars shall any holder of the Note be entitl other funds of the City other than t the extent herein provided. The constitute a lien upon any real the proceeds of the Pledged Until payment has b interest on the Note shall derived from the Pledge payment of the princi I : ebtedness. The Note shall not be of the faith and credit of the City, the State meaning of any constitutional, legislative or e solely from and secured by a lien upon and a d to the extent herein provided No holder of the rectly, to require or compel the exercise of the ad or any other political subdivision of the State or nal property to pay the Note or the interest thereon, nor to payment of such principal of and interest from any proceeds of the Pledged Funds, all in the manner and to to and the indebtedness evidenced thereby shall not personal property of the City, but shall constitute a lien only on nds, all in the manner and to the extent provided herein. n provided as herein permitted, the payment of the principal of and secured forthwith equally and ratably by a prior lien on the proceeds Funds, and the City does hereby irrevocably pledge the same to thereof and interest thereon when due. Section 1 Sale of Note to Refund and to Redeem the outstanding Series 2011A Bonds to be R- unded. The Note is hereby sold and awarded to the Lender, at the purchase price equal to e par amount thereof and of not to exceed Seven Million Five Hundred Dollars ($7,500,000 40) and the City Manager, the City Clerk, Director of Risk Management, and the City Attor- ey are hereby authorized to execute and deliver the Note in the form set forth herein and in e Loan Agreement, receive the purchase price therefor and apply the proceeds thereof to pa costs of issuance of the NOTE and for the City to redeem and to refund on an advance ba a portion of the Series 2009 Bonds to be Refunded, as herein provided, without further hority from this body. The City Manager and the City Clerk are authorized to make any and II changes on the form of the Note which shall be necessary to conform the same to the commitment of the Lender. Execution of the Note by the City Manager, the City Clerk, Risk SUBSTITUTED Management Director, and the City Attorney shall be conclusive evidence of their approval of the form of the Note. Section 14. Amendments and Supplements to this Resolution. This Resolution shall be further amended and supplemented as necessary in order to accomplish the issuance of the Note or as necessary in connection with the purposes for which the Note are being issu or as necessary in connection with the redemption and advance refunding of the Series 200 Bonds to be Refunded. Section 15. Severability. If any one or more of the covenants, agreements .r provisions of this Resolution should be held contrary to any express provision of la .r contrary to any express provision of law or contrary to the policy of express law, though no xpressly prohibited, or against public policy, or shall for any reason whatsoever be held i alid, then such covenants, agreements or provisions shall be null and void and shall be dee - d severed from the remaining covenants, agreements or provisions of this Resolution, or of e Note issued hereunder, or regarding the redemption and current refunding of a portion •f the Series 2009 Bonds and the redemption and advance refunding of a portion of the Sees 2002C Notes. Section 16, Controlling Law; Members, Officials, Agen ., Representatives and Employees of City Not Liable. All covenants, stipulations, oblig- ons and agreements of the City contained in this Resolution shall be deemed to be covena , stipulations, obligations and agreements of the City to the full extent authorized by the Act d provided by the Constitution and laws of the State. No covenant, stipulation, obligation o' agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agr: -rnent of any present or future member, official, agent, representative or employee oft City in his or her individual capacity, and neither the members of the City Commission, the l ayor, the City Clerk, City Attorney, City Manager, Risk Management Director, the Chief Fin- dal Officer, the Finance Director, nor any other official executing the Note shall be liable per- • nally on the NOTE or this Resolution or shall be subject to any personal liability or acco : ability by reason of the issuance or the execution by the City, or such respective me ers, officials, agents, representatives or employees thereof, or by reason of the rede ption and advance refunding of the Series 2009 Bonds to be Refunded. Section 17. Further Author redemption and advance refundin Manager and the City Clerk, the C Bond Counsel, the City's Financ representatives of the City as Attorney, and the City Mane Escrow Agent(s), or Payin applicable agents of the of the Note, the notice portion of the Series collectively or indiv instruments, agr and if necessa negotiated s of the Seri sale, ex advan spec an ations regarding the issuance of the Note and the of the Series 2009 Bonds to be Refunded. The City of Financial Officer, the Finance Director, the City Attorney, Advisor, and such other officers, employees, agents, and ay be designated by the Mayor, the City Commission, the City r, including any Bond Registrar(s), Note Registrar(s), Trustee(s), Agent(s), or any of them, are each designated as respective ity, as necessary, in connection with the sale, issuance and delivery , calls for redemptions, redemptions, and the advance refunding of a 009 Bonds to be Refunded, and are authorized and empowered, ually, to take all action and steps and to execute the Note, all notices, ments, certificates, documents and contracts on behalf of the City, and as , including the execution of documentation required in connection with the e of the Note to the Lender as Purchaser, and the advance refunding of a portion 2009 Bonds to be Refunded, that are necessary or desirable in connection with the ution and delivery of the Note, the noticing, call for redemptions, redemptions, and the refunding of a portion of the Series 2009 Bonds to be Refunded, and which are tally authorized or are not inconsistent with the terms and provisions of this Resolution or action relating to the Note or the Series 2009 Bonds, heretofore taken by the City and/or by t► - City's Financial Advisor, Bond Counsel, City Manager, Chief Financial Officer, Finance Director, and City Attorney, or other necessary City officials, employees, representatives, and agents, including any Bond Registrar(s), Note Registrar(s), Trustee(s), Escrow Agent(s) or Paying Agent(s) for the Series 2009 Bonds. Such officials, employees, agents and SUBSTITUTED representatives and those so designated are hereby charged with the responsibility for the issuance of the Note and the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refunded, on behalf of the City and with any related and required responsibilities of the City, its agents, representatives, employees, or officials, including its Financial Advisor and Bond Counsel and any Bond Registrar(s), Note Registrar(s), Trustee(s), Escrow Agent(s), or Paying Agent(s) for the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Note and the redemption and advance refunding of a portion of the Series 2i 49 Bonds to be Refunded are hereby authorized to be paid from the proceeds of the Note an• ram any other City funds that have previously been designated by the City for payments of in -rest, principal, premium, if any, redemption costs, and any other administrative costs relate • o the redemption and advance refunding of a portion of the Series 2009 Bonds to be Refuded, Section 18. Repeal of Inconsistent Resolutions. All resolutions or +arts thereof in conflict herewith are to the extent of such conflict superseded and repealed Section 19. Further Authorizations regarding Use of All Remaini Proceeds and Interest Thereon, If Any, from the Series 2009 Bonds in accordan ► with the Authorizing Resolution and the Continuing Disclosure Agreement, and Pay ent of Outstanding Series 2009 Bonds. The City Manager and all other necessary C' officials, employees, agents and representatives have previously been authorized pu . uant to the Authorizing Resolution and the Continuing Disclosure Agreements for the series 2009 Bonds to undertake continuing compliance measures, and the City has updated . nd corrected postings in the various computer systems and account codes (Fund 3100 — General Gov't Projects to Fund 00- Bonds Series $ ) for r: aining proceeds, interest earnings, and project close-outs related thereto. The City Manager and all other necessary " ity officials, employees, agents and representatives are hereby further authorized to se all remaining proceeds and interest thereon, if any, from the Series 2009 Bonds in accordance with the Authorizing Resolution and the Continuing Disclosure Agreement to pa as applicable, to the Bond Registrars),Note Registrar(s), Trustee(s), Escrow Agent(s), = nd Paying Agent(s) for the Series 2009 Bonds upon the closing of the sale of the Note to the ender, any and all outstanding amounts for principal and interest, and premium, if any, due : nd payable to the Bond Registrar(s), Note Registrar(s), Trustee(s), Escrow Agent(s), and P- iing Agent(s) under the existing requirements, with the understanding that all outstanding uthorizing Resolution, Trust Indenture, Escrow Agreements, Continuing Disclosure Agreeme► , and other agreements related to the outstanding Series 2009 Bonds will cease to exist and e City's obligations thereunder shall terminate upon the sale and the closing of the Note, the = ecution of the related Escrow Deposit Agreements, and the related redemption and a• ance refunding for the remaining Series 2009 Bonds which are subject to advance refu iing. Section 20. Ratifications, Approvals, and Confirmations. Certain necessary actions by the Cit anager and the designated Departments in order to update the relevant financial control-, project close-outs, accounting entries, and computer systems in connection with ongoing .mpliance for the outstanding Series 2009 Bonds, the Authorizing Resolution, and the Co nuing Disclosure Agreement for continuing compliance are hereby ratified, approved d confirmed. ection 21. Effective Date. This Resolution shall be effective immediately upon its ado ► ion and signature by the Mayor.' PPROVED AS TO FORM AND CORRECTNESS: ' If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted, If the Mayor vetoes this Resolution, it shalt become effective immediately upon override of the veto by the City Commission. pfm Request for Proposals Suite 404 255 Alhambra Circle Coral Gables, FL 33146 305-448-6992 305-448-7131 fax www.pfm.com October 12, 2017 To: Prospective Notes Providers From: PFM Financial Advisors on behalf of the City of Miami Re: City of Miami, Florida: Request for Bank Notes Proposals — Refunding of Special Obligation Bonds As financial advisor to the City of Miami, Florida (the "City") PFM Financial Advisors, LLC ("PFM") is seeking proposals on behalf of the City in order to refund two separate series of outstanding bonds through separate bank loans to be evidenced by separate promissory notes of the City (the "Notes"). The Notes will be awarded based on overall borrowing cost and terms most favorable to the City, in the City's sole discretion. The financings will be issued via a separate resolutions to be approved by the City Commission with substantially the same terms as the existing resolutions. Additional terms, not inconsistent with the Resolution, may be set forth in separate Loan Agreements. There will be an issuance of two separate notes: • a tax-exempt note in the not -to -exceed amount of $61.5 million, and • a taxable note in the amount of not -to -exceed $7.5 million. Respondents may choose to bid for either or both of the Notes, and the City may award the Notes to separate bidders based on responses received. The payment of the principal and interest on the Notes are special obligations of the City payable solely from and secured by the amounts actually deposited into the pledged funds and accounts under the bond resolution. The bond resolution includes a covenant of the City to budget and appropriate Non -Ad Valorem revenues. The proceeds of the tax-exempt Note will be used to advance refund a portion of the City's outstanding Special Obligation Bonds, Series 2011A. The Series 2011A Bond maturities being refunded are currently outstanding in the amount of $52,975,000 and mature on February 1st in years 2022-2031. The proceeds of the taxable Note will be used to advance refund a portion of the City's outstanding Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009. The Series 2009 Bond maturities being refunded are currently outstanding in the amount of $6,385,000 and mature on December 1st in years 2020-2025. THE NOTES ARE SPECIAL OBLIGATIONS OF THE CITY AND ARE PAYABLE SOLELY IN THE MANNER AND TO THE EXTENT SET FORTH IN THE RESOLUTION AND LOAN AGREEMENT, IF ANY. THE NOTES SHALL NOT BE OR CONSTITUTE A GENERAL OBLIGATION OF THE CITY WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF FLORIDA BUT SHALL BE PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND A PLEDGE OF THE PLEDGED FUNDS AND ACCOUNTS IN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. NO NOTEHOLDER SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION IN ANY FORM ON ANY REAL OR PERSONAL PROPERTY TO PAY SUCH NOTES OR THE INTEREST THEREON, NOR SHALL ANY NOTEHOLDER BE ENTITLED TO PAYMENT OF SUCH PRINCIPAL OR INTEREST FROM ANY OTHER FUNDS OF THE CITY OTHER THAN AS PROVIDED IN THE RESOLUTION. FURTHERMORE, NO NOTEHOLDER SHALL EVER HAVE A LIEN ON ANY PROJECT FINANCED WITH THE PROCEEDS OF THE NOTES OR ANY OTHER REAL OR PERSONAL PROPERTY OF THE CITY, EXCEPT FOR THE PLEDGED FUNDSIN THE MANNER AND TO THE EXTENT PROVIDED IN THE RESOLUTION. The City has other Non -Ad Valorem obligations outstanding issued under separate resolutions and/or loan agreements. The City's Non -Ad Valorem bonds currently maintain credit ratings of "A2," "A" and "A+" from Moody's, Standard & Poor's, and Fitch Ratings, respectively. Below is a link to additional financial information regarding the City: http://www. m iam igov.com/Finance/pages/Financial I nfo/financial I nfo.asp Page 2 Other key terms as follows: Tax -Exempt Note: • Interest Payment Dates: February 1 and August 1, commencing February 1, 2018 • Principal Payment Dates: February of each year, commencing February 1, 2018 • Final Maturity Date: February 1, 2031 • 30/360 Day Count Basis • Preliminary Amortizations: Series 2017 Preliminary Amortization Average Life: 8.5 Years Date Principal 2/1/2018 1,145,000 2/1/2019 855,000 2/1/2020 880,000 2/1/2021 900,000 2/1/2022 5,010,000 2/1/2023 5,155,000 2/1/2024 5,305,000 2/1/2025 5,470,000 2/1/2026 5,635,000 2/1/2027 5,795,000 2/1/2028 5,975,000 2/1/2029 6,145,000 2/1/2030 6,325,000 2/1/2031 6,510,000 Total 61,105,000 Page 3 Taxable Note: • Interest Payment Dates: June 1 and December 1, commencing June 1, 2018 • Principal Payment Dates: December of each year, commencing December 1, 2018 • Final Maturity Date: December 1, 2025 • 30/360 Day Count Basis • Preliminary Amortizations: Series 2017 Preliminary Amortization Average Life: 6.5 Years Date Principal 12/1/2018 130,000 12/1/2019 135,000 12/1/2020 640,000 12/1/2021 635,000 12/1/2022 640,000 12/1/2023 640,000 12/1/2024 640,000 12/1/2025 3,770,000 Total 7,230,000 Calendar of Events: October 12, 2017 — RFP released October 30, 2017 — RFP Proposals due November 8, 2017 — Finance Committee approves recommendation November 16, 2017 — City Commission meeting to adopt resolution, award Notes November 21, 2017 — Closing The City is requesting proposals be submitted by Monday, October 30, 2017 at 2:00 PM Eastern Time to the City and to the City's Financial Advisor (PFM) at the following email addresses: Epaschal@miamigov.com, masvidals@pfm.com, and varonap@pfm.com. Each proposal shall include the interest rate (either actual interest rate if fixed, or an index if the rate is to be locked), prepayment provisions, fees, and other terms/conditions. The Notes will be issued under the same covenants detailed in the City's prior resolutions for similarly secured debt. The Notes do not contemplate funding a debt service reserve fund. Please keep in mind when submitting proposals that the City will not accept any offer with capital adequacy Page 4 or other interest rate adjustment language with respect to changes to tax code or banking regulations. The City will accept taxability language and interest rate adjustments related to any actions or inactions the City may take. The successful bidder will be required to deliver certain certificates at closing including one to the effect that they are a "qualified institutional investor" and an "accredited investor" having sufficient knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of the Notes, that they have had been provided access to and have reviewed such information concerning the City as they have deemed necessary, that they understand the Notes are not a general obligation of the City, but are payable solely by the revenues to be budgeted and appropriated for such payment and deposited into the funds and accounts described in the applicable resolution and loan agreement, if any, and that they are not relying on disclosures from the City or its advisors. The successful purchaser must also represent, certify and covenant that they are purchasing the Notes for its own account and without any present intent to distribute the Notes. The Notes may be transferred in whole but not in part and only to qualified institutional buyers. The City has appointed separate Bond Counsel for each of the Notes who will prepare all financing documents and render the approving opinion, and bank counsel's role will be review only. PFM will serve in the sole capacity of financial advisor to the City and not in the role as placement agent for the Notes. Any inquiries or requests concerning clarification or solicitation for additional information shall be submitted to PFM at the email addresses above. THE CITY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND RESERVES THE RIGHT TO WAIVE, IF PERMITTED BY LAW, ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL. Page 5 AGENDA ITEM SUMMARY FORM File ID: #3121 Date: 10/19/2017 Commission Meeting Date: 11/16/2017 Type: Resolution Subject: Issuance - Special Obligation Bond 2009 Purpose of Item: Requesting Department: Department of Finance District Impacted: All It is respectfully recommended that the Miami City Commission adopt the attached Resolution, to comply with the City's continuing covenants under the Bond Resolution, and in accordance with advice from Bond Counsel, the City Administration requests the City Commission to authorize such necessary financial transactions as indicated in the attached Resolution. Background of Item: In 2009, the City issued $37,500,000.00 of Taxable Pension Bonds ("Series 2009 Bonds") to refinance and restructure certain Series 2006 taxable variable bonds which included a termination payment on an interest rate agreement that had been executed to fix the interest rate on the Series 2006 bonds. The City desires to authorize the transfer of all remaining proceeds and interest on the Series 2009 Bonds, if any, for redemption in accordance with the authorizing Resolution and continuing disclosure agreement for continuing compliance for the Series 2009 bonds. Budget Impact Analysis Item is Related to Revenue Item is NOT Related to Revenue Item is NOT funded by Homeland Defense/Neighborhood Improvement Bonds Total Fiscal Impact: N/A Department of Finance Office of Management and Budget Office of Management and Budget City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney City Commission Office of the Mayor Office of the City Clerk Reviewed B Erica T Paschal Pedro Lacret Christopher M Rose Fernando Casamayor Daniel J. Alfonso Maricarmen Lopez Maricarmen Lopez Maricarmen Lopez Maricarmen Lopez Mayor's Office City Clerk's Office Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review City Manager Review Legislative Division Review Deputy City Attorney Review Approved Form and Correctness Meeting Completed Completed Completed Completed Completed Skipped Skipped Skipped Completed Signed by the Mayor Completed Signed and Attested by the City Clerk Completed 10/19/2017 4:50 PM 10/20/2017 10:58 AM 11/03/2017 1:06 PM 11/03/2017 5:46 PM 11/03/2017 5:53 PM 11/16/2017 10:29 AM 11/16/2017 10:29 AM 11/16/2017 10:29 AM 11/16/2017 9:00 AM 11/27/2017 6:52 PM 11/27/2017 7:43 PM